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%       6/30/2010
     55      Flextronics                                                            145,120       100%       6/30/2017
     56
     57      Basha's                                                                 51,500        58%       11/4/2017
     58      Gay & Lesbian Community Service Ctr                                     9,725         7%        4/30/2006
     59      Bender                                                                 154,249        59%       4/30/2007
     60      Tiger Button Company, Inc.                                              18,000        6%        12/31/2012
     61      Corinthian Colleges                                                     29,549        56%       11/30/2014
     62      Bunzl Distribution Northeast                                           100,000        50%       8/31/2016
     63      MODEC Intl                                                              48,627        52%       8/31/2014

     64
     65


     66      CarMax                                                                  60,772       100%       10/31/2020
     67      Cinemark USA                                                            70,183       100%       2/28/2025

    68.1     CVS                                                                     13,050       100%       9/13/2020
    68.2     CVS                                                                     13,050       100%        6/7/2020
     68

     69      Provena Hospital                                                        26,303        57%       12/31/2009

    70.1
    70.2
     70

     71      Kmart                                                                   94,841        61%       12/31/2020
     72
     73
     74      Health Plan of Mich.                                                    26,702        19%       5/31/2009
     75      Best Buy                                                                30,444        35%       1/31/2016
     76      Office Depot                                                            15,500        26%       2/28/2019
     77
     78      HFE Corporate Office                                                    9,025         19%       5/10/2009
     79      Henkel Adhesives                                                        52,491        35%       9/30/2006
     80
     81      Centex                                                                  22,623        52%       12/14/2007
     82
     83      Gordmans                                                                55,126        55%       1/31/2014
     84      Mac Tools                                                               72,500       100%       1/31/2015
     85

     86      Virginia Mason                                                          21,581       100%       6/30/2015
     87      Lakeshore Learning                                                      5,321        100%       1/31/2011


     88
     89      Publix                                                                  44,271       100%       11/30/2024
     90
     91      Ross Dress For Less                                                     30,122        56%       1/31/2014
     92
     93      Wells Fargo                                                             2,400         12%       1/31/2010
     94      Walgreens                                                               14,820       100%       4/30/2030
     95      Piggly Wiggly                                                           38,000        79%       11/30/2022
     96      Walgreens                                                               14,905       100%       7/31/2023
     97      Walgreens                                                               14,820       100%       4/30/2030
     98
     99
    100
    101      Fuddruckers Restaurant                                                  6,000         28%       8/22/2014
    102
    103
    104      US Government                                                           24,248       100%       10/31/2012
    105      CVS                                                                     8,993         31%       1/31/2013
    106      Hollywood Video                                                         6,282         36%       12/31/2013
    107
    108
    109      CVS                                                                     10,055       100%       1/31/2030

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

==========================================================================================================================
</TABLE>

<TABLE>

                                                                                   SECOND
                                                                       SECOND      LARGEST      SECOND
                                                                      LARGEST      TENANT      LARGEST
                                                                       TENANT       % OF        TENANT
                                                                       LEASED       TOTAL       LEASE
  SEQUENCE   SECOND LARGEST TENANT                                       SF          SF       EXPIRATION
  --------   ---------------------                                       --          --       ----------

     1       New York University                                       94,076        12%      12/31/2017
     2       Gap                                                       9,656         3%       3/31/2010
     3       Rutan & Tucker, LLP                                      100,088        12%      8/31/2009
     4       Sears                                                    181,450        17%      11/2/2036

    5.1      Aperture Credentialing, Inc.                              46,904        14%      4/30/2008
    5.2      McLane, Graf, Raulerston & Middleton                      57,426        27%      5/31/2012
    5.3      Central Bancshares, Inc.                                  19,201        6%       4/30/2015
    5.4      Merrill Lynch                                             21,916        16%      1/31/2012
    5.5      The Premier Insurance Co.                                 33,250        15%      8/31/2006
    5.6      New Hampshire Insurance Co.                               16,133        21%      12/31/2005
    5.7      Mooser & Freibert Land Title Co., LLC                     7,463         10%      1/31/2010
    5.8      TEKSystems, Inc.                                          6,354         10%      1/31/2010
     5

     6
     7       Abercrombie & Fitch                                       9,624         3%       9/30/2006
     8       New York City Department of Design and Construction      210,191        21%      1/21/2014

    9.1      Bass, Berry & Sims                                       122,509        21%      1/31/2010
    9.2      Colonial Bank                                             11,485        8%       12/31/2008
     9

    10.1     ACS State & Local Solutions, Inc.                         49,023        19%      2/28/2007
    10.2     Sony Electronics, Inc.                                    31,668        27%      11/30/2010
     10
    11.1     Chesapeake Energy Corporation                             27,172        9%       7/31/2006
    11.2     SoftBrands Hospitality                                    12,479        11%      10/31/2006
     11


     12      Food 4 Less                                               50,503        21%      10/31/2011
     13      Blockbuster                                               4,575         6%       12/31/2009
     14


     15      CVS                                                       13,013        9%       6/30/2026
     16
     17
     18
     19      Texas Workers' Compensation Commission                   120,621        35%      9/30/2013
     20      Denny's                                                   5,833         5%       1/31/2011
     21      Rainbow                                                   6,838         4%       1/31/2015
     22      Bed Bath & Beyond                                         29,975        21%      1/31/2010
     23
     24
     25      Hiscock & Barclay                                         46,416        16%      8/31/2017
     26      The Hartford                                              25,719        13%      3/31/2007
     27      Party City                                                11,500        11%      12/31/2014

     28
     29


     30      Berkowitz, Trager & Trager LLC                            9,799         12%      7/31/2013

     31
     32


     33      Cost Plus                                                 18,300        13%      1/31/2014

    34.1
    34.2
    34.3
    34.4
     34

     35
     36


     37
     38

     39
     40


     41      Eckerd Corporation                                        76,800        27%      7/31/2010

     42
     43


     44
     45
     46
     47      Chuck E Cheese                                            9,562         9%       4/14/2007
     48      IES Utilities                                             18,052        13%      12/31/2009
     49
     50
     51

    52.1
    52.2
     52

     53      Big Lots                                                  27,408        16%      3/31/2011
     54      Pflug Packaging                                          100,800        31%      5/17/2010
     55
     56
     57      Orthopedic Clinic Assoc. PC                               4,630         5%       9/30/2007
     58      Ninos Latinos                                             5,365         4%       8/31/2006
     59      Amerimax                                                  91,445        35%      3/31/2009
     60      Kaleidoscope Imaging of New York, Inc.                    16,000        6%       9/30/2008
     61      Pasquinelli                                               20,435        39%      11/30/2014
     62      Procter & Gamble Hair Care                               100,000        50%      7/31/2009
     63      FMC Technologies                                          45,285        48%      8/31/2014

     64
     65


     66
     67

    68.1
    68.2
     68

     69      Renal Research Institute                                  14,044        30%      2/28/2023

    70.1
    70.2
     70

     71      Giant Eagle                                               45,562        29%      1/31/2016
     72
     73
     74      Kenmar Corp.                                              23,555        17%      1/31/2010
     75      Office Depot                                              30,122        35%      11/27/2013
     76      Pier One                                                  10,679        18%      2/28/2015
     77
     78      Kringles                                                  8,845         18%      2/28/2010
     79      All Architectural                                         32,925        22%      4/30/2009
     80
     81      Miller Heiman                                             11,500        27%      12/31/2009
     82
     83      Best Buy                                                  45,278        45%      1/31/2015
     84
     85

     86
     87


     88
     89
     90
     91      Bed, Bath & Beyond                                        20,579        39%      1/31/2013
     92
     93      UPS                                                       1,383         7%        4/1/2010
     94
     95      Cleaners Depot Drycleaning                                3,200         7%       2/28/2014
     96
     97
     98
     99
    100
    101      Hicks from the Sticks                                     3,000         14%      3/31/2010
    102
    103
    104
    105      Concord Billiards                                         4,830         17%      9/30/2008
    106      Payless Shoe Store                                        2,800         16%      6/30/2008
    107
    108
    109

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

==========================================================================================================
</TABLE>

<TABLE>

                                                                                    THIRD
                                                                       THIRD       LARGEST      THIRD
                                                                      LARGEST      TENANT      LARGEST
                                                                       TENANT       % OF        TENANT
                                                                       LEASED       TOTAL       LEASE       % OF
  SEQUENCE   THIRD LARGEST TENANT                                        SF          SF       EXPIRATION    POOL
  --------   --------------------                                        --          --       ----------    ----

     1       Moneyline Network                                         56,196        7%       9/30/2011     9.3%
     2       Express                                                   8,956         3%       1/31/2013     8.8%
     3       Comerica Bank                                             63,320        8%       11/30/2013    6.1%
     4       Hecht's                                                  162,337        16%      2/24/2086     5.3%

    5.1      Sprint United Management Co.                              37,086        11%      4/30/2006     1.1%
    5.2      Merrill Lynch- Corp.Svcs.Finance                          8,817         4%       1/31/2010     1.0%
    5.3      Deming, Malone, Livesay & Ostroff                         18,722        6%       12/31/2012    0.9%
    5.4      DMI Furniture                                             12,830        9%       1/31/2006     0.5%
    5.5      Amica Mutual Insurance Co.                                14,822        7%       2/28/2007     0.5%
    5.6      Aerotek, Inc.                                             4,093         5%       8/31/2007     0.3%
    5.7      Countrywide Home Loans, Inc.                              6,720         9%       8/31/2005     0.2%
    5.8      Tech Skills, LLC                                          5,212         8%       11/30/2006    0.2%
     5                                                                                                      4.7%

     6                                                                                                      3.9%
     7       Victoria's Secret                                         9,175         3%       1/31/2011     3.9%
     8       DeVry School                                             155,430        16%      4/30/2014     3.6%

    9.1      Harwell Howard Hyne                                       35,925        6%       4/30/2012     2.6%
    9.2      Media Financial Services, Inc.                            7,040         5%       9/30/2011     0.7%
     9                                                                                                      3.2%

    10.1     NY City Board of Elections                                43,834        17%      8/31/2011     0.9%
    10.2                                                                                                    0.8%
     10                                                                                                     1.7%
    11.1     Hinkle, Elkouri, LLC                                      26,976        9%       7/31/2006     0.7%
    11.2     GSA - Office of Hearing & Appeals                         7,158         6%       1/31/2006
     11                                                                                                     0.7%


     12      Dollar General                                            8,384         3%       1/31/2008     0.5%
     13      Only A Dollar                                             4,080         5%       5/31/2007     0.3%
     14                                                                                                     1.3%


     15      Beach Fire Grill                                          5,400         4%       7/31/2010     1.9%
     16                                                                                                     1.9%
     17                                                                                                     1.7%
     18                                                                                                     1.5%
     19      Texas Parks and Wildlife                                  13,710        4%       10/31/2007    1.5%
     20      Oedo Restaurant                                           4,267         4%       1/31/2007     1.4%
     21      Foot Action                                               6,235         4%       1/31/2009     1.4%
     22      TGI Friday's                                              6,414         4%       9/30/2009     1.3%
     23                                                                                                     1.2%
     24                                                                                                     1.1%
     25      GSA- Social Security                                      20,484        7%       7/24/2015     1.1%
     26      Hanover Corp. Office Center                               25,719        13%       2/1/2006     1.1%
     27      Dollar Tree                                               10,000        9%       7/31/2015     1.0%

     28                                                                                                     0.5%
     29                                                                                                     0.5%


     30      Leverte Associates, Inc.                                  8,960         11%      6/30/2014     0.9%

     31                                                                                                     0.4%
     32                                                                                                     0.4%


     33      Petco                                                     15,000        11%      1/31/2015     0.8%

    34.1                                                                                                    0.2%
    34.2                                                                                                    0.2%
    34.3                                                                                                    0.2%
    34.4                                                                                                    0.2%
     34                                                                                                     0.8%

     35                                                                                                     0.4%
     36                                                                                                     0.4%


     37                                                                                                     0.8%
     38                                                                                                     0.8%

     39                                                                                                     0.4%
     40                                                                                                     0.4%


     41      First American Title                                      63,953        23%      12/31/2010    0.7%

     42                                                                                                     0.4%
     43                                                                                                     0.3%


     44                                                                                                     0.6%
     45                                                                                                     0.6%
     46                                                                                                     0.6%
     47      Capezio Dance Factory                                     8,898         8%       1/31/2009     0.6%
     48      Wellmark, Inc.                                            14,483        10%      11/30/2005    0.6%
     49                                                                                                     0.5%
     50                                                                                                     0.5%
     51                                                                                                     0.5%

    52.1                                                                                                    0.3%
    52.2                                                                                                    0.3%
     52                                                                                                     0.5%

     53      Home Goods                                                25,000        15%      1/31/2009     0.5%
     54      Packaging Plus                                            80,640        25%      6/30/2009     0.5%
     55                                                                                                     0.5%
     56                                                                                                     0.5%
     57      Washington Mutual                                         3,600         4%       3/31/2006     0.5%
     58      OC Multi-Housing Service                                  4,396         3%       1/31/2007     0.4%
     59                                                                                                     0.4%
     60      Vanguard Construction                                     15,600        5%       10/31/2010    0.4%
     61      JSQ                                                       2,505         5%       11/30/2012    0.4%
     62                                                                                                     0.4%
     63                                                                                                     0.4%

     64                                                                                                     0.2%
     65                                                                                                     0.1%


     66                                                                                                     0.4%
     67                                                                                                     0.4%

    68.1                                                                                                    0.1%
    68.2                                                                                                    0.2%
     68                                                                                                     0.4%

     69      Orthopedic Associates of Kankakee                         6,317         14%      12/31/2014    0.3%

    70.1                                                                                                    0.2%
    70.2                                                                                                    0.2%
     70                                                                                                     0.3%

     71      Rent A Center                                             3,000         2%       12/31/2009    0.3%
     72                                                                                                     0.3%
     73                                                                                                     0.3%
     74      Einstandig, Kline & Meehan                                6,712         5%       12/31/2007    0.3%
     75      Michael's Crafts                                          17,026        20%      2/28/2011     0.3%
     76      Dollar Tree                                               10,000        17%      1/31/2009     0.3%
     77                                                                                                     0.3%
     78      Hard Luck Diner                                           4,135         9%       5/10/2009     0.3%
     79      Alameda Electric                                          27,765        19%      4/30/2008     0.3%
     80                                                                                                     0.3%
     81      GC Wallace                                                5,948         14%      3/31/2010     0.3%
     82                                                                                                     0.3%
     83                                                                                                     0.3%
     84                                                                                                     0.3%
     85                                                                                                     0.2%

     86                                                                                                     0.2%
     87                                                                                                     0.0%


     88                                                                                                     0.2%
     89                                                                                                     0.2%
     90                                                                                                     0.2%
     91                                                                                                     0.2%
     92                                                                                                     0.2%
     93      Quizno's                                                  1,350         7%       4/30/2014     0.2%
     94                                                                                                     0.2%
     95      Figaro's Pizza                                            1,820         4%       1/31/2007     0.2%
     96                                                                                                     0.2%
     97                                                                                                     0.2%
     98                                                                                                     0.2%
     99                                                                                                     0.2%
    100                                                                                                     0.1%
    101      John Deere                                                2,500         12%      12/31/2009    0.1%
    102                                                                                                     0.1%
    103                                                                                                     0.1%
    104                                                                                                     0.1%
    105      Pat's Pizza                                               3,280         11%      7/31/2007     0.1%
    106      Radio Shack Corporation                                   2,500         14%      3/31/2009     0.1%
    107                                                                                                     0.1%
    108                                                                                                     0.1%
    109                                                                                                     0.1%

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

====================================================================================================================
</TABLE>

(i)      Administrative Fee Rate includes the Sub-Servicing Fee Rate.

(ii)     For Mortgage Loans which accrue interest on the basis of actual days
         elapsed each calendar month and a 360-day yr. or a 365-day yr., the
         amortization term is the term over which the Mortgage Loans would
         amortize if interest accrued and was paid on the basis of a 360-day yr.
         consisting of twelve 30-day months. The actual amortization would be
         longer.

(iii)    Two Mortgage loans, loan numbers 20050818 and 20050817, are related to
         both codes BACM 05-3-I and BACM 05-3-J.


                                                                         ANNEX A


                 CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS


     The schedule and tables appearing in this Annex A set forth certain
information with respect to the Mortgage Loans and Mortgaged Properties. Unless
otherwise indicated, such information is presented as of the Cut-off Date. The
statistics in such schedule and tables were derived, in many cases, from
information and operating statements furnished by or on behalf of the
respective borrowers. Such information and operating statements were generally
unaudited and have not been independently verified by the Depositor or any
Underwriter, or any of their respective affiliates or any other person. All
numerical and statistical information presented in this prospectus supplement
is calculated as described under "Glossary of Principal Definitions" in this
prospectus supplement.


     For purposes of the prospectus supplement, including the schedule and
tables in this Annex A, the indicated terms shall have the meanings assigned in
the "Glossary of Principal Defined Terms" to this prospectus supplement and the
schedules and tables in this Annex A will be qualified by such definitions.


     All numerical information provided in this prospectus supplement,
including the schedules and tables in this Annex A, 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,
including the schedules and tables in this Annex A, may not equal the indicated
total due to rounding. When information presented in this prospectus
supplement, including the schedules and tables in this Annex A 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
Value, the relative Underwritten Cash Flow or prior allocations reflected in
the related Mortgage Loan documents as set forth in this Annex A to this
prospectus supplement.


                    PREPAYMENT LOCK-OUT/PREPAYMENT ANALYSIS
                  BASED ON OUTSTANDING PRINCIPAL BALANCE(1)(2)
                               ALL MORTGAGE LOANS



<TABLE>

                           JUL-05          JUL-06          JUL-07          JUL-08

Locked Out ..........        99.58%          99.59%          95.53%          90.52%
Yield
 Maintenance(3) .....         0.42%           0.41%           4.47%           9.48%
Open ................         0.00%           0.00%           0.00%           0.00%
Total ...............       100.00%         100.00%         100.00%         100.00%
                         ---------       ---------       ---------       ---------
Total Balance(4)
 (in millions) ......   $ 2,161.04      $ 2,151.33      $ 2,138.95      $ 2,124.50
Percent of
 Mortgage Pool
 Balance(5) .........       100.00%          99.55%          98.98%          98.31%
                        ----------      ----------      ----------      ----------




                           JUL-09          JUL-10          JUL-11          JUL-12          JUL-13          JUL-14

Locked Out ..........        88.83%          92.79%          92.74%          90.18%          90.15%          83.20%
Yield
 Maintenance(3) .....        11.17%           7.21%           7.26%           9.82%           9.85%           9.89%
Open ................         0.00%           0.00%           0.00%           0.00%           0.00%           6.91%
Total ...............       100.00%         100.00%         100.00%         100.00%         100.00%         100.00%
                         ---------       ---------       ---------       ---------       ---------       ---------
Total Balance(4)
 (in millions) ......   $ 2,106.48      $ 1,591.65      $ 1,565.91      $ 1,146.02      $ 1,129.91      $ 1,112.88
Percent of
 Mortgage Pool
 Balance(5) .........        97.48%          73.65%          72.46%          53.03%          52.29%          51.50%
                        ----------      ----------      ----------      ----------      ----------      ----------




                          JUL-15        JUL-16        JUL-17        JUL-18       JUL-19

Locked Out ..........       0.00%         0.00%         0.00%         0.00%         0.00%
Yield
 Maintenance(3) .....     100.00%       100.00%       100.00%       100.00%         0.00%
Open ................       0.00%         0.00%         0.00%         0.00%       100.00%
Total ...............     100.00%       100.00%       100.00%       100.00%       100.00%
                          ------        ------        ------        ------        ------
Total Balance(4)
 (in millions) ......   $ 41.33       $ 40.57       $ 39.76       $ 38.89       $ 37.97
Percent of
 Mortgage Pool
 Balance(5) .........       1.91%         1.88%         1.84%         1.80%         1.76%
                        --------      --------      --------      --------      --------
</TABLE>

-------
(1)   Prepayment provisions in effect as a percentage of outstanding loan
      balances as of the indicated date assuming no prepayments on the Mortgage
      Loans (except that the ARD Loan will be repaid on its Anticipated
      Repayment Date), if any.

(2)   Numbers may not total to 100% due to rounding.

(3)   As of the Cut-off Date, one Mortgage Loan, representing 0.4% of the
      Initial Pool Balance, is not subject to a Lock-out Period but is subject
      to yield maintenance prepayment provisions. In addition, as of the
      Cut-off Date, 25 Mortgage Loans, representing 12.5% of the Initial Pool
      Balance, are subject to yield maintenance prepayment provisions after the
      Lock-out Period. The remaining Mortgage Loans, representing 87.1% of the
      Initial Pool Balance, are subject to defeasance after an initial
      restriction period. All of the above-described Mortgage Loans also have
      an Open Period on or prior to maturity during which prepayment may be
      made without any required yield maintenance or Prepayment Premium.

(4)   Assumes Cut-off Date Balance for initial balance and no prepayments
      thereafter.

(5)   As of the Cut-off Date.


                                      A-2


                          MORTGAGE POOL PROPERTY TYPE
<TABLE>

                                                     % OF      WEIGHTED                      WEIGHTED                      WEIGHTED
                         NUMBER OF    AGGREGATE     INITIAL     AVERAGE       MIN/MAX         AVERAGE        MIN/MAX       AVERAGE
                         MORTGAGED   CUT-OFF DATE    POOL    UNDERWRITTEN   UNDERWRITTEN   CUT-OFF DATE    CUT-OFF DATE    MORTGAGE
      PROPERTY TYPE     PROPERTIES     BALANCE    BALANCE(1)     DSCR           DSCR         LTV RATIO      LTV RATIO        RATE
---------------------- ----------- -------------- ---------- ------------ --------------- -------------- --------------- -----------

Office ...............       33    $  820,068,830     37.9%      1.62x     1.07x / 5.06x       65.0%      20.6% / 79.8%     5.239%
Retail ...............       39       722,728,831     33.4       1.69x     1.20x / 2.90x       67.1%      46.1% / 80.0%     5.107%
 Anchored ............       33       684,486,147     31.7       1.71x     1.20x / 2.90x       66.8%      46.1% / 80.0%     5.086%
 Shadow Anchored .....        3        27,655,000      1.3       1.41x     1.22x / 2.41x       73.4%      59.0% / 74.8%     5.443%
 Unanchored ..........        3        10,587,685      0.5       1.45x     1.25x / 1.55x       76.1%      69.0% / 79.9%     5.603%
Multifamily ..........       18       283,990,708     13.1       1.29x     1.11x / 1.55x       74.5%      61.2% / 81.5%     5.286%
Hotel ................       19       204,923,432      9.5       1.46x     1.22x / 1.74x       71.2%      64.8% / 74.9%     5.535%
Industrial ...........        6        60,690,143      2.8       1.42x     1.20x / 1.80x       70.3%      54.4% / 80.0%     5.446%
Other ................        2        35,675,000      1.7       2.21x     2.11x / 2.59x       56.1%      49.8% / 57.9%     4.790%
Self Storage .........        5        19,739,205      0.9       1.53x     1.26x / 2.02x       63.0%      53.3% / 79.4%     5.330%
Manufactured Housing..        3        13,228,201      0.6       1.23x     1.21x / 1.26x       77.7%      75.9% / 79.3%     5.373%
                             --    --------------    -----
TOTAL/WTD AVG ........      125    $2,161,044,350    100.0%      1.59x     1.07x / 5.06x       67.6%      20.6% / 81.5%     5.229%
                            ===    ==============    =====
</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 (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.



                      MORTGAGE POOL CUT-OFF DATE BALANCES
<TABLE>

                                                                      % OF      WEIGHTED       WEIGHTED      WEIGHTED
              RANGE OF                NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
            CUT-OFF DATE               MORTGAGE     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
              BALANCES                  LOANS         BALANCE       BALANCE       DSCR         LTV RATIO       RATE
------------------------------------ ----------- ----------------- --------- -------------- -------------- -----------

$997,977 - $999,999.................       1      $      997,977       0.0%       1.25x          69.0%        5.540%
$1,000,000 - $1,999,999.............       2           3,635,000       0.2        2.01x          62.2%        5.189%
$2,000,000 - $2,999,999.............       5          13,317,469       0.6        1.64x          65.6%        5.414%
$3,000,000 - $3,999,999.............      14          48,807,287       2.3        1.45x          70.7%        5.459%
$4,000,000 - $4,999,999.............       3          13,084,000       0.6        1.62x          71.4%        5.053%
$5,000,000 - $7,499,999.............      19         120,528,183       5.6        1.71x          65.9%        5.269%
$7,500,000 - $9,999,999.............      17         143,448,683       6.6        1.76x          68.5%        5.348%
$10,000,000 - $14,999,999...........      17         192,243,235       8.9        1.56x          69.4%        5.245%
$15,000,000 - $19,999,999...........       7         118,140,336       5.5        1.49x          69.2%        5.335%
$20,000,000 - $29,999,999...........       7         173,034,261       8.0        1.53x          67.9%        5.353%
$30,000,000 - $49,999,999...........       8         282,202,286      13.1        1.37x          67.6%        5.428%
$50,000,000 - $99,999,999...........       4         314,720,000      14.6        1.85x          66.1%        5.373%
$100,000,000 - $200,000,000.........       5         736,885,632      34.1        1.55x          67.4%        4.996%
                                         ---      --------------     -----
TOTAL/WTD AVG ......................     109      $2,161,044,350     100.0%       1.59x          67.6%        5.229%
                                         ===      ==============     =====
</TABLE>

                                      A-3


                    MORTGAGE POOL GEOGRAPHIC DISTRIBUTION(1)
<TABLE>

                                                                  % OF      WEIGHTED       WEIGHTED      WEIGHTED
                                  NUMBER OF      AGGREGATE      INITIAL      AVERAGE        AVERAGE      AVERAGE
                                  MORTGAGED     CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
  MORTGAGED PROPERTY LOCATION    PROPERTIES       BALANCE       BALANCE       DSCR         LTV RATIO       RATE
------------------------------- ------------ ----------------- --------- -------------- -------------- -----------

California ....................       19      $  428,256,489      19.8%        1.36x          70.4%        5.238%
New York ......................        8         375,282,507      17.4         1.76x          60.8%        5.366%
Minnesota .....................        1         189,320,140       8.8         1.29x          74.2%        4.861%
Maryland ......................        3         161,394,341       7.5         1.76x          67.5%        5.062%
Texas .........................       13         151,852,118       7.0         1.57x          70.4%        5.297%
Arizona .......................        3          98,000,000       4.5         2.45x          61.5%        4.944%
Illinois ......................        7          92,550,705       4.3         1.38x          69.2%        5.512%
Kentucky ......................        8          87,000,510       4.0         1.51x          64.6%        5.255%
Colorado ......................        9          63,612,808       2.9         1.45x          73.1%        5.554%
Connecticut ...................        4          63,330,000       2.9         1.47x          65.3%        5.041%
Tennessee .....................        1          55,125,000       2.6         1.57x          73.7%        5.657%
Florida .......................        6          52,865,000       2.4         1.50x          71.3%        5.478%
New Jersey ....................        4          35,760,943       1.7         1.74x          60.4%        5.127%
North Carolina ................        2          34,260,000       1.6         1.30x          76.6%        5.377%
Virginia ......................        2          28,161,761       1.3         1.66x          66.7%        5.358%
Missouri ......................        3          27,189,708       1.3         1.91x          62.4%        5.220%
Indiana .......................        3          26,676,351       1.2         1.66x          72.3%        5.600%
Ohio ..........................        4          24,316,300       1.1         2.27x          57.2%        4.776%
Georgia .......................        3          23,442,750       1.1         1.44x          76.5%        5.188%
New Hampshire .................        1          21,420,000       1.0         1.54x          62.5%        5.177%
Michigan ......................        4          20,086,037       0.9         1.31x          76.6%        5.332%
Kansas ........................        2          15,732,360       0.7         1.39x          62.8%        5.177%
Wisconsin .....................        2          15,249,034       0.7         2.00x          66.5%        4.586%
Massachusetts .................        2          14,697,042       0.7         1.54x          64.8%        5.183%
Iowa ..........................        1          12,208,120       0.6         1.26x          62.3%        4.830%
Pennsylvania ..................        2           9,927,382       0.5         1.90x          63.3%        5.530%
Rhode Island ..................        1           6,284,000       0.3         2.11x          57.9%        4.668%
Nevada ........................        1           6,143,249       0.3         1.32x          74.9%        5.485%
Alabama .......................        2           6,069,000       0.3         2.50x          53.8%        4.674%
Oklahoma ......................        1           5,740,000       0.3         2.33x          54.2%        5.060%
Washington ....................        2           4,590,694       0.2         1.25x          69.0%        5.540%
North Dakota ..................        1           4,500,000       0.2         1.29x          81.5%        5.102%
                                     ---      --------------     -----
TOTAL / WTD. AVG ..............      125      $2,161,044,350     100.0%      1.59x            67.6%        5.229%
                                     ===      ==============     =====
</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 (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.

     [ ] The Mortgaged Properties are located throughout 32 states.

                                      A-4


             MORTGAGE POOL UNDERWRITTEN DEBT SERVICE COVERAGE RATIO



<TABLE>

                                                                % OF        WEIGHTED         WEIGHTED        WEIGHTED
                            NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
        RANGE OF             MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
  UNDERWRITTEN DSCR(S)        LOANS           BALANCE         BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   -----------------   ---------   --------------   --------------   -----------

1.07x -- 1.19x .........         3        $   89,916,014         4.2%          1.11x            79.0%          5.282%
1.20x -- 1.24x .........        17           197,367,005         9.1           1.22x            72.7%          5.528%
1.25x -- 1.29x .........        15           340,064,876        15.7           1.28x            74.0%          5.089%
1.30x -- 1.34x .........         7           103,741,337         4.8           1.32x            68.3%          5.602%
1.35x -- 1.39x .........         9           230,890,224        10.7           1.39x            69.7%          5.126%
1.40x -- 1.49x .........        14           164,300,491         7.6           1.45x            72.1%          5.484%
1.50x -- 1.59x .........        14           336,727,682        15.6           1.55x            68.0%          5.304%
1.60x -- 1.69x .........         2            20,186,322         0.9           1.68x            72.1%          5.600%
1.70x -- 1.79x .........         5           241,838,216        11.2           1.71x            62.8%          5.170%
1.80x -- 1.89x .........         2           117,100,000         5.4           1.87x            64.5%          4.905%
1.90x -- 1.99x .........         1             7,227,382         0.3           1.93x            59.7%          5.540%
2.00x -- 2.99x .........        19           302,684,800        14.0           2.33x            55.6%          5.061%
3.00x -- 5.06x .........         1             9,000,000         0.4           5.06x            20.6%          4.700%
                               ---        --------------       -----
TOTAL/WTD. AVG .........       109        $2,161,044,350       100.0%        1.59x              67.6%          5.229%
                               ===        ==============       =====
</TABLE>

                 MORTGAGE POOL CUT-OFF DATE LOAN-TO-VALUE RATIO
<TABLE>

                                                                % OF        WEIGHTED         WEIGHTED        WEIGHTED
        RANGE OF            NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
      CUT-OFF DATE           MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
      LTV RATIO(S)            LOANS           BALANCE         BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   -----------------   ---------   --------------   --------------   -----------

20.6% -- 29.9% .........         1        $    9,000,000         0.4%    5.06x                  20.6%          4.700%
30.0% -- 49.9% .........         2            20,050,000         0.9     2.54x                  47.5%          4.800%
50.0% -- 59.9% .........        19           291,439,182        13.5     2.28x                  55.8%          5.129%
60.0% -- 64.9% .........        15           649,898,940        30.1     1.63x                  62.9%          5.152%
65.0% -- 69.9% .........        12           127,183,202         5.9     1.32x                  68.4%          5.464%
70.0% -- 74.9% .........        41           799,391,891        37.0     1.39x                  73.0%          5.271%
75.0% -- 79.9% .........        15           224,381,134        10.4     1.22x                  78.5%          5.333%
80.0% -- 81.5% .........         4            39,700,000         1.8     1.38x                  80.2%          5.379%
                               ---        --------------       -----
TOTAL/WTD. AVG .........       109        $2,161,044,350       100.0%    1.59x                  67.6%          5.229%
                               ===        ==============       =====
</TABLE>

                MORTGAGE POOL MATURITY DATE LOAN-TO-VALUE RATIO
<TABLE>

                                                                % OF        WEIGHTED          WEIGHTED        WEIGHTED
        RANGE OF            NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE         AVERAGE
      MATURITY DATE          MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     MATURITY DATE      MORTGAGE
      LTV RATIO(S)            LOANS           BALANCE         BALANCE         DSCR           LTV RATIO          RATE
------------------------   -----------   -----------------   ---------   --------------   ---------------   -----------

20.6% -- 24.9% .........         1        $    9,000,000         0.4%    5.06x                  20.6%           4.700%
25.0% -- 49.9% .........         8           145,905,896         6.8     1.96x                  44.9%           5.458%
50.0% -- 59.9% .........        46           678,161,591        31.4     1.73x                  56.5%           5.238%
60.0% -- 64.9% .........        19           490,102,278        22.7     1.65x                  63.0%           5.190%
65.0% -- 69.9% .........        17           307,562,360        14.2     1.29x                  68.2%           5.069%
70.0% -- 74.9% .........        14           462,512,225        21.4     1.34x                  72.1%           5.290%
75.0% -- 80.0% .........         4            67,800,000         3.1     1.40x                  78.9%           5.308%
                               ---        --------------       -----
TOTAL/WTD. AVG .........       109        $2,161,044,350       100.0%    1.59x                  62.7%           5.229%
                               ===        ==============       =====
</TABLE>

                          MORTGAGE POOL MORTGAGE RATES
<TABLE>

                                                                  % OF        WEIGHTED         WEIGHTED        WEIGHTED
         RANGE OF             NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
         MORTGAGE              MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
           RATES                LOANS           BALANCE         BALANCE         DSCR           LTV RATIO         RATE
--------------------------   -----------   -----------------   ---------   --------------   --------------   -----------

4.298% -- 4.499% .........         1        $   11,623,000         0.5%          2.21x            64.6%          4.298%
4.500% -- 4.749% .........         9            60,731,800         2.8           2.79x            49.8%          4.687%
4.750% -- 4.999% .........         9           610,553,260        28.3           1.70x            67.3%          4.878%
5.000% -- 5.249% .........        19           480,552,832        22.2           1.61x            63.8%          5.146%
5.250% -- 5.499% .........        27           418,498,745        19.4           1.34x            73.9%          5.351%
5.500% -- 5.749% .........        39           417,896,736        19.3           1.42x            72.0%          5.584%
5.750% -- 5.970% .........         5           161,187,976         7.5           1.66x            59.5%          5.839%
                                 ---        --------------       -----
TOTAL/WTD. AVG ...........       109        $2,161,044,350       100.0%        1.59x              67.6%          5.229%
                                 ===        ==============       =====
</TABLE>

                                      A-5


                    MORTGAGE POOL ORIGINAL TERM TO MATURITY
<TABLE>

                                                         % OF      WEIGHTED       WEIGHTED      WEIGHTED
      ORIGINAL TERM       NUMBER OF      AGGREGATE     INITIAL      AVERAGE        AVERAGE      AVERAGE
       TO MATURITY         MORTGAGE    CUT-OFF DATE      POOL    UNDERWRITTEN   CUT-OFF DATE    MORTGAGE
        (MONTHS)            LOANS         BALANCE      BALANCE       DSCR         LTV RATIO       RATE
------------------------ ----------- ---------------- --------- -------------- -------------- -----------

60 - 83 ................      27      $  522,134,271     24.2%      1.61x            69.4%        5.087%
84 - 99 ................       8         414,935,476     19.2       1.47x            70.6%        5.090%
100 - 120 ..............      73       1,181,974,603     54.7       1.63x            66.0%        5.318%
180.....................       1          42,000,000      1.9       1.31x            61.8%        5.870%
                             ---      --------------    -----
TOTAL/WTD. AVG .........     109      $2,161,044,350    100.0%      1.59x            67.6%        5.229%
                             ===      ==============    =====
</TABLE>

                  MORTGAGE POOL ORIGINAL AMORTIZATION TERM(1)




<TABLE>

        ORIGINAL                                                % OF        WEIGHTED         WEIGHTED        WEIGHTED
      AMORTIZATION          NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
          TERM               MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
        (MONTHS)              LOANS           BALANCE         BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   -----------------   ---------   --------------   --------------   -----------

Interest Only ..........        35        $  935,104,406        43.3%        1.82x              65.3%          5.071%
180 - 299 ..............         2            14,974,135         0.7         1.23x              62.4%          4.956%
300 - 359 ..............        22           261,156,506        12.1         1.43x              69.5%          5.586%
360 ....................        50           949,809,303        44.0         1.40x              69.5%          5.291%
                               ---        --------------       -----
TOTAL/WTD. AVG .........       109        $2,161,044,350       100.0%        1.59x              67.6%          5.229%
                               ===        ==============       =====
</TABLE>

------------
(1)   For Mortgage Loans which accrue interest on the basis of actual days
      elapsed during each calendar month and a 360-day year, the amortization
      term is the term in which the loan would amortize if interest is paid on
      the basis of a 30-day month and a 360-day year. The actual amortization
      term would be longer.



                    MORTGAGE POOL REMAINING TERM TO MATURITY
<TABLE>

        RANGE OF
        REMAINING                                              % OF        WEIGHTED         WEIGHTED        WEIGHTED
        TERMS TO            NUMBER OF        AGGREGATE       INITIAL        AVERAGE          AVERAGE        AVERAGE
        MATURITY             MORTGAGE      CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
        (MONTHS)              LOANS           BALANCE        BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   ----------------   ---------   --------------   --------------   -----------

54 - 59 ................        24        $  500,571,771       23.2%        1.59x              69.8%          5.090%
60 - 70 ................         4           105,562,500        4.9         1.29x              76.0%          5.211%
80 - 99 ................         7           330,935,476       15.3         1.56x              68.2%          5.046%
100 - 119 ..............        63         1,069,493,143       49.5         1.64x              65.7%          5.313%
120 - 159 ..............        10           112,481,460        5.2         1.49x              68.9%          5.364%
160 - 169 ..............         1            42,000,000        1.9         1.31x              61.8%          5.870%
                               ---        --------------      -----
TOTAL/WTD. AVG .........       109        $2,161,044,350      100.0%        1.59x              67.6%          5.229%
                               ===        ==============      =====
</TABLE>

               MORTGAGE POOL REMAINING STATED AMORTIZATION TERMS
<TABLE>

        REMAINING                                               % OF        WEIGHTED         WEIGHTED        WEIGHTED
         STATED             NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
      AMORTIZATION           MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
     TERMS (MONTHS)           LOANS           BALANCE         BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   -----------------   ---------   --------------   --------------   -----------

Interest Only ..........        35        $  935,104,406         43.3        1.82x              65.3%          5.071%
178 - 274 ..............         2            14,974,135          0.7        1.23x              62.4%          4.956%
275 - 299 ..............        17           189,985,046          8.8        1.47x              70.7%          5.529%
300 - 324 ..............         4            68,021,460          3.1        1.34x              66.2%          5.748%
325 - 349 ..............         1             3,150,000          0.1        1.18x              69.2%          5.590%
350 - 360 ..............        50           949,809,303         44.0        1.40x              69.5%          5.291%
                               ---        --------------        -----
TOTAL/WTD. AVG .........       109        $2,161,044,350        100.0        1.59x              67.6%          5.229%
                               ===        ==============        =====
</TABLE>

                                      A-6


                            MORTGAGE POOL SEASONING
<TABLE>

                                                                 % OF        WEIGHTED         WEIGHTED        WEIGHTED
                             NUMBER OF        AGGREGATE        INITIAL        AVERAGE          AVERAGE        AVERAGE
        SEASONING             MORTGAGE       CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
         (MONTHS)              LOANS           BALANCE         BALANCE         DSCR           LTV RATIO         RATE
-------------------------   -----------   -----------------   ---------   --------------   --------------   -----------

0 - 4 ...................       103        $1,832,427,009        84.8%          1.54x            68.2%          5.207%
5 - 8 ...................         4           209,897,341         9.7           1.84x            70.0%          5.094%
9 - 11 ..................         2           118,720,000         5.5           1.80x            54.9%          5.810%
                                ---        --------------       -----
TOTAL/WTD. AVG  .........       109        $2,161,044,350       100.0%          1.59x            67.6%          5.229%
                                ===        ==============       =====
</TABLE>

                   MORTGAGE POOL YEAR OF MORTGAGE ORIGINATION
<TABLE>

                                                               % OF        WEIGHTED         WEIGHTED        WEIGHTED
                            NUMBER OF        AGGREGATE       INITIAL        AVERAGE          AVERAGE        AVERAGE
         YEAR OF             MORTGAGE      CUT-OFF-DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
       ORIGINATION            LOANS           BALANCE        BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   ----------------   ---------   --------------   --------------   -----------

2004 ...................         6        $  328,617,341       15.2%          1.82x            64.5%          5.353%
2005 ...................       103         1,832,427,009       84.8           1.54x            68.2%          5.207%
                               ---        --------------      -----
TOTAL/WTD. AVG .........       109        $2,161,044,350      100.0%          1.59x            67.6%          5.229%
                               ===        ==============      =====
</TABLE>

                    MORTGAGE POOL YEAR OF MORTGAGE MATURITY



<TABLE>

                                                               % OF        WEIGHTED         WEIGHTED        WEIGHTED
                            NUMBER OF        AGGREGATE       INITIAL        AVERAGE          AVERAGE        AVERAGE
         YEAR OF             MORTGAGE      CUT-OFF DATE        POOL      UNDERWRITTEN     CUT-OFF DATE      MORTGAGE
        MATURITY              LOANS           BALANCE        BALANCE         DSCR           LTV RATIO         RATE
------------------------   -----------   ----------------   ---------   --------------   --------------   -----------

2010 ...................        26        $  513,454,271       23.8%          1.61x            69.4%          5.085%
2011 ...................         1             8,680,000        0.4           1.78x            69.2%          5.198%
2012 ...................         8           414,935,476       19.2           1.47x            70.6%          5.090%
2014 ...................         3           115,594,341        5.3           1.85x            58.7%          5.681%
2015 ...................        70         1,066,380,261       49.3           1.60x            66.8%          5.279%
2019 ...................         1            42,000,000        1.9           1.31x            61.8%          5.870%
                               ---        --------------      -----
TOTAL/WTD. AVG .........       109        $2,161,044,350      100.0%          1.59x            67.6%          5.229%
                               ===        ==============      =====
</TABLE>


                                      A-7





                      (This Page Intentionally Left Blank)


                                     ANNEX B

          CAPITAL IMPROVEMENT, REPLACEMENT RESERVE AND ESCROW ACCOUNTS*


<TABLE>

  SEQUENCE      LOAN NUMBER    PROPERTY NAME
---------------------------------------------------------------------------------------------------------------

     1             58884       Woolworth Building
     2             43043       Ridgedale Center
     3             58851       Pacific Arts Plaza
     4             59003       Marley Station
     5           20050939      IPC Louisville Portfolio
     6             58579       Mission Pointe Apartments
     7             58647       Fiesta Mall
     8             58345       Queens Atrium
     9             43108       FRI Portfolio
     10          20050968      IPC New York Portfolio
     11          20050967      IPC Wichita Portfolio
     12            58844       Massillon Commons
     13            58845       Brown's Lane
     14            58853       Edward's Multiplex-Ontario
     15            58165       Mercantile West
     16          20050812      Courtyard - Chicago, IL
     17            58922       NYU Housing - 400 Broome Street
     18          20050573      The Mansions at Hockanum Crossing
     19          20050660      MetCenter 10
     20            58869       Warm Springs Plaza
     21          20040413      Centre at Forestville
     22            58926       Civic Center Plaza
     23            58906       Villas at West Oaks
     24          20050787      Hilton Garden Inn-Arlington, VA
     25            42832       One Park Place
     26            42409       One Hanover Park
     27            58878       The Galleria
     28          20050810      Residence Inn - Carmel, IN
     29          20050811      Springhill Suites - Carmel, IN
     30          20050786      8-10 Wright Street
     31          20050821      Springhill Suites - Louisville, KY
     32          20050820      Residence Inn - Louisville, KY
     33            42773       Stateline Station
     34            43314       Emster Portfolio
     35          20050808      Residence Inn - Austin, TX
     36          20050809      Springhill Suites - Austin, TX
     37            58945       Cavalier Creekside Apartments
     38            58720       Ashford Park Apartments
     39          20050813      Courtyard - Golden, CO
     40          20050814      Residence Inn - Golden, CO
     41          20050295      Bryan Dairy East
     42          20050818      Residence Inn - Longmont, CO
     43          20050817      Courtyard - Longmont, CO
     44            58838       Langham Apartments
     45          20050788      The Park Apartments
     46            58766       Mitsuwa Marketplace
     47            58931       Brentwood Plaza Shopping Center
     48          20050700      Great America Building
     49          20050824      Springhill Suites - Westminster, CO
     50            58624       American Express Building
     51          20050823      Residence Inn - Warrenville, IL
     52            42720       Patricia Southway I & II Portfolio
     53            58940       Sarasota Village
     54            58858       Lathrop Industrial
     55            43357       Flextronics Building
     56          20050819      Courtyard - Louisville, CO
     57            58976       Sierra Verde Plaza
     58            58827       Cedarbrook Office Bulding
     59            58964       Tidewater Industrial Building
     60          20050761      307 West 38th Street
     61          20050613      High Ridge Office Complex
     62            43184       40 Pepe's Farm Road
     63            58932       FMC Technologies Building
     64          20050816      Residence Inn - Lakewood,  CO
     65          20050815      Courtyard - Lakewood, CO
     66            43162       CarMax San Antonio
     67            42937       Cinemark Seven Bridges
     68            58912       Seligman CVS Pool #2
     69          20050690      Urbana MOB
     70            58771       Burnham Portfolio - Delilah Terrace MHC and Stoney Fields Estates MHC
     71          20050688      Sugarcreek Towne Centre
     72            58905       Carlsbad Self Storage
     73            43236       1460 Macombs Road
     74          20050702      Aureus Center
     75            42849       Southgate Plaza
     76            43230       Clear Lake Shores
     77          20050822      Springhill Suites - Mishawaka, IN
     78          20050714      Grand Village Shops
     79            58950       Hayward Bridge Business Park
     80          20050807      Courtyard - Austin, TX
     81            58961       10509 Professional Circle
     82            58769       Burnham Portfolio - Clintonvilla MHC
     83            42705       Quail Springs
     84            42848       Stanley Works
     85            58840       Fontenoy Apartments
     86          20050725      Virginia Mason Medical Center
     87          20050725A     Lakeshore Learning Store
     88            58960       South Hampton Townhomes
     89            58883       Publix - Mountain Brook
     90            58872       Market Place Villas
     91            42625       23rd Street Plaza
     92            58973       189-203  Britton Avenue
     93            58790       Olive Park Shopping Center
     94            58778       Walgreens - Greenville, MI
     95          20050748      Lineville Station
     96            58894       Walgreens - Elk Grove
     97            58781       Walgreens-  Alpena, MI
     98            58942       Your Extra Attic-Johns Creek
     99            58943       Your Extra Attic- Suwanee
    100            58684       McGee's Closet Self Storage
    101          20050745      Dixie Station
    102          20050659      West Haven Apartments
    103            58903       Bryant Circle Self Storage
    104          20050719      US Forestry Building
    105            43152       Chichester Square
    106            42383       McAllen Town Center
    107            42924       104 West 190th Street
    108          20050791      Hampton Park & Moreland Parkway Apartments
    109            42948       CVS Montevallo
---------------------------------------------------------------------------------------------------------------
                               TOTALS
</TABLE>

<TABLE>

                                                   INITIAL DEPOSIT TO CAPITAL    INITIAL DEPOSIT TO           ANNUAL DEPOSIT TO
SEQUENCE                PROPERTY TYPE                 IMPROVEMENT RESERVES      REPLACEMENT RESERVES        REPLACEMENT RESERVES
------------------------------------------------------------------------------------------------------------------------------------

   1                       Office                                                                                 $198,430
   2                       Retail
   3                       Office
   4                       Retail
   5                       Office                                                                                  292,215
   6                     Multifamily                        $354,374                                               138,825
   7                       Retail
   8                       Office                                                                                  252,996
   9                       Office                                                      $12,124                     145,482
   10                      Office                                                                                  74,080
   11                      Office                                                                                  80,574
   12                      Retail
   13                      Retail
   14                       Other
   15                      Retail                                                                                  14,899
   16                       Hotel                                                                                  587,700
   17                    Multifamily                                                                               52,380
   18                    Multifamily
   19                      Office                                                                                  51,975
   20                      Retail                                                                                  18,227
   21                      Retail                           503,750                     3,295                      39,552
   22                      Retail                                                                                  28,988
   23                    Multifamily                                                                               46,170
   24                       Hotel                                                                                  325,000
   25                      Office                            2,750                      4,890                      58,683
   26                      Office
   27                      Retail                                                                                  15,030
   28                       Hotel                                                                                  121,668
   29                       Hotel                                                                                  116,004
   30                      Office                            16,875                                                10,386
   31                       Hotel                                                                                  106,241
   32                       Hotel                                                                                  101,202
   33                      Retail
   34                      Retail
   35                       Hotel                                                                                  106,740
   36                       Hotel                                                                                  107,472
   37                    Multifamily                                                                               42,000
   38                    Multifamily                         12,125                                                80,825
   39                       Hotel                                                                                  104,592
   40                       Hotel                                                                                  93,546
   41                    Industrial                          37,500                    196,455
   42                       Hotel                                                                                  95,532
   43                       Hotel                                                                                  90,924
   44                    Multifamily                                                                               45,000
   45                    Multifamily                        201,431                    197,998                     58,140
   46                      Retail                                                                                  22,830
   47                      Retail                           402,500                    16,088
   48                      Office
   49                       Hotel                                                                                  137,460
   50                      Office
   51                       Hotel                                                                                  139,332
   52                    Multifamily                        346,625                    11,890                      142,680
   53                      Retail
   54                    Industrial                                                                                10,757
   55                    Industrial
   56                       Hotel                                                                                  145,260
   57                      Retail                                                                                  29,280
   58                      Office
   59                    Industrial                                                                                15,801
   60                      Office                            7,500
   61                      Office                                                        656                        7,873
   62                    Industrial                          55,000                     1,667                      20,000
   63                      Office
   64                       Hotel                                                                                  79,968
   65                       Hotel                                                                                  60,828
   66                      Retail
   67                       Other
   68                      Retail
   69                      Office                                                                                   9,346
   70         Manufactured Housing Communities               5,938                                                  9,750
   71                      Retail                                                                                  23,490
   72                   Self Storage
   73                    Multifamily                         23,588                     2,338                      28,050
   74                      Office                            92,510                    40,000
   75                      Retail
   76                      Retail
   77                       Hotel                                                                                  86,232
   78                      Retail                            31,500                                                 8,256
   79                    Industrial                                                    212,000                     15,006
   80                       Hotel                                                                                  91,932
   81                      Office                                                                                   2,166
   82         Manufactured Housing Communities                                                                      9,000
   83                      Retail
   84                      Office
   85                    Multifamily                                                                               14,068
   86                      Office                            14,138                                                 4,316
   87                      Retail                            3,028                                                  1,882
   88                    Multifamily                                                                               15,000
   89                      Retail
   90                    Multifamily                         25,375                                                 7,750
   91                      Retail
   92                    Multifamily                         5,000                                                 16,092
   93                      Retail                                                                                   2,608
   94                      Retail
   95                      Retail                                                        400                        4,802
   96                      Retail
   97                      Retail
   98                   Self Storage                                                                                4,140
   99                   Self Storage                                                                                4,542
  100                   Self Storage                                                                                4,968
  101                      Retail                                                                                   3,252
  102                    Multifamily                        126,945                    273,055                     17,250
  103                   Self Storage                                                                                2,868
  104                      Office                                                        404                        4,850
  105                      Retail                            12,500                      363                        4,354
  106                      Retail
  107                    Multifamily                         30,188                      513                        6,150
  108                    Multifamily                         29,050                    55,000                      20,160
  109                      Retail
------------------------------------------------------------------------------------------------------------------------------------
                                                           $2,340,189                $1,029,134                  $4,935,827
</TABLE>

<TABLE>

                      TAX AND            INITIAL DEPOSIT TO   ANNUAL DEPOSIT TO
  SEQUENCE        INSURANCE ESCROW          TI/LC ESCROW        TI/LC ESCROW
---------------------------------------------------------------------------------

     1                Tax Only               $2,394,517           $384,940
     2                   No
     3                Tax Only               7,100,153             386,636
     4                   No
     5                  Yes                  2,880,000            1,865,740
     6                Tax Only
     7                Tax Only
     8                Tax Only
     9                  Yes                    16,667              200,000
     10                 Yes                                        463,001
     11                 Yes                   250,000              503,586
     12                  No
     13                  No
     14                  No
     15                 Yes                  3,560,000
     16                 Yes
     17               Tax Only
     18                  No
     19                 Yes                  6,022,725
     20               Tax Only
     21                 Yes                   500,000              150,000
     22                 Yes                   100,000              39,996
     23                 Yes
     24                 Yes
     25                 Yes                    24,167              290,000
     26               Tax Only
     27                 Yes                   280,478
     28                 Yes
     29                 Yes
     30                 Yes
     31                 Yes
     32                 Yes
     33                  No
     34                  No                    2,500               30,000
     35                 Yes
     36                 Yes
     37                 Yes
     38                 Yes
     39                 Yes
     40                 Yes
     41                 Yes                   921,400              100,776
     42                 Yes
     43                 Yes
     44               Tax Only
     45                 Yes
     46                  No
     47                 Yes
     48               Tax Only
     49                 Yes
     50                  No
     51                 Yes
     52                 Yes
     53                  No
     54                 Yes
     55                  No
     56                 Yes
     57                 Yes
     58               Tax Only
     59                 Yes                   450,000              144,000
     60               Tax Only
     61                 Yes                    5,000               60,000
     62                 Yes
     63                  No                                        90,000
     64                 Yes
     65                 Yes
     66                  No
     67                  No
     68                  No
     69                 Yes
     70               Tax Only
     71                 Yes                                        30,000
     72                  No
     73                 Yes
     74                 Yes                   160,000
     75                  No
     76                  No
     77                 Yes
     78                 Yes                                        41,268
     79                  No                                        80,004
     80                 Yes
     81                 Yes                                        54,132
     82                 Yes
     83                  No
     84                  No
     85               Tax Only
     86                 Yes
     87                 Yes                                         5,321
     88                 Yes
     89                  No
     90                 Yes
     91                  No
     92               Tax Only
     93                 Yes                                        20,000
     94                  No
     95                  No
     96                  No
     97                  No
     98                 Yes
     99                 Yes
    100                 Yes
    101                 Yes                                        18,408
    102                 Yes
    103                 Yes
    104                 Yes
    105                 Yes                     750                 9,000
    106                  No
    107                 Yes
    108                 Yes
    109                  No
---------------------------------------------------------------------------------
                                            $24,668,356          $4,966,809
</TABLE>
*Certain monthly reserves may be subject to caps.



<TABLE>

                                     ANNEX B

                              MULTIFAMILY SCHEDULE


                     LOAN
   SEQUENCE         NUMBER         LOAN SELLER      PROPERTY NAME
-----------------------------------------------------------------------------------------------------------------

       6            58579      Bank of America      Mission Pointe Apartments
      17            58922      Bank of America      NYU Housing - 400 Broome Street
      18           20050573    Barclays             The Mansions at Hockanum Crossing
      23            58906      Bank of America      Villas at West Oaks
      37            58945      Bank of America      Cavalier Creekside Apartments
      38            58720      Bank of America      Ashford Park Apartments
      44            58838      Bank of America      Langham Apartments
      45           20050788    Barclays             The Park Apartments
      52            42720      BSCMI                Patricia Southway I & II Portfolio
      73            43236      BSCMI                1460 Macombs Road
      85            58840      Bank of America      Fontenoy Apartments
      88            58960      Bank of America      South Hampton Townhomes
      90            58872      Bank of America      Market Place Villas
      92            58973      Bank of America      189-203  Britton Avenue
      102          20050659    Barclays             West Haven Apartments
      107           42924      BSCMI                104 West 190th Street
      108          20050791    Barclays             Hampton Park & Moreland Parkway Apartments
-----------------------------------------------------------------------------------------------------------------
                                                    TOTAL MULTIFAMILY LOANS
</TABLE>



<TABLE>

                                                                                                 STUDIO               1 BEDROOM
                                                                                         -------------------------------------------
                                                                                           # OF        AVG         # OF        AVG
   SEQUENCE          CUT-OFF BALANCE                UTILITIES TENANT PAYS                  UNITS       RENT       UNITS       RENT
------------------------------------------------------------------------------------------------------------------------------------

       6               $84,000,000                      Electric, Gas                                              302       $1,022
      17               37,500,000                Electric, Gas, Sewer, Water                31                      12
      18               33,000,000                         Electric                                                 166        1,033
      23               26,500,000                  Electric, Sewer, Water                                          208         870
      37               16,900,000                Electric, Gas, Sewer, Water                                        98         814
      38               16,720,000                       Electric, Gas                        5         $629        135         716
      44               13,480,016                                                           127        753          45         916
      45               12,760,000                       Electric, Gas                                               69        1,304
      52               11,083,074                          Various                                                  97         398
      73                6,986,257                         Electric                          12         664          56         687
      85                5,011,361                         Electric                          38         948          11        1,214
      88                4,500,000                         Electric
      90                4,200,000                       Electric, Gas                        9         717          5          826
      92                3,850,000                       Electric, Gas                                               22         915
      102               3,150,000                   Electric, Gas, Water                     1         600          27         718
      107               2,400,000                         Electric                                                  2          675
      108               1,950,000                         Electric                           3         430          37         538
------------------------------------------------------------------------------------------------------------------------------------
                      $283,990,708
</TABLE>

<TABLE>

                      2 BEDROOM             3 BEDROOM           4 BEDROOM AND LARGER
                -------------------------------------------------------------------------
                  # OF        AVG        # OF       AVG       # OF           AVG
   SEQUENCE       UNITS      RENT       UNITS       RENT      UNITS          RENT          ELEVATORS
-------------------------------------------------------------------------------------------------------

       6           315      $1,361                                                            No
      17           32                     24                    9                             Yes
      18           258       1,378                                                            No
      23           126       1,157        8        $1,667                                     No
      37           154       1,008        28       1,191                                      No
      38           159        847         6         940                                       Yes
      44            6        1,003        1         893         1           $2,556            Yes
      45           60        1,282        51       1,315                                      No
      52           332        454         63        498                                       No
      73           35         858         6         925                                       Yes
      85            2        2,556                                                            Yes
      88           60         930                                                             No
      90           14        1,019        3        1,388                                      Yes
      92           24        1,119                                                            No
      102          37         809         4         938                                       No
      107           7         754         14       1,203                                      No
      108          32         626                                                             No
-------------------------------------------------------------------------------------------------------
</TABLE>



                                                                         ANNEX C


                        CLASS XP REFERENCE RATE SCHEDULE






<TABLE>

 INTEREST                      CLASS XP    INTEREST                      CLASS XP
  ACCRUAL     DISTRIBUTION     REFERENCE    ACCRUAL     DISTRIBUTION     REFERENCE
  PERIOD          DATE           RATE       PERIOD          DATE           RATE
----------   --------------   ----------  ----------   --------------   ----------

      1
      2
      3
      4
      5
      6
      7
      8
      9
     10
     11
     12
     13
     14
     15
     16
     17
     18
     19
     20
     21
     22
     23
     24
     25
     26
     27
     28
     29
     30
     31
     32
     33
     34
     35
     36
     37
     38
     39
     40
     41
     42
</TABLE>


                                      C-1




                      (This Page Intentionally Left Blank)




                                                                         ANNEX D


                      CLASS A-SB PLANNED PRINCIPAL BALANCE


                     DISTRIBUTION DATE     PRINCIPAL BALANCE
                    -------------------   ------------------



                                      D-1




                     DISTRIBUTION DATE    PRINCIPAL BALANCE
                    ------------------   -------------------



                                      D-2


                     DISTRIBUTION DATE    PRINCIPAL BALANCE
                    ------------------   -------------------



                                      D-3



                      (This Page Intentionally Left Blank)

                                    ANNEX E
--------------------------------------------------------------------------------
                               WOOLWORTH BUILDING
--------------------------------------------------------------------------------

                           SIGNIFICANT MORTGAGE LOANS

WOOLWORTH BUILDING

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                    Bank of America

 ORIGINAL SENIOR COMPONENT
      PRINCIPAL BALANCE:         $200,000,000

 FIRST PAYMENT DATE:             July 1, 2005

 TERM/AMORTIZATION:              120/0 months

 INTEREST ONLY PERIOD:           120 months

 MATURITY DATE:                  June 1, 2015

 EXPECTED SENIOR COMPONENT
      MATURITY BALANCE:          $200,000,000

 BORROWING ENTITY:               233 Broadway Owners, LLC

 INTEREST CALCULATION:           Actual/360

 CALL PROTECTION:                Lockout/Defeasance:
                                 116 payments
                                 Open: 4 payments

 SUBORDINATE COMPONENT:          $50,000,000 portion
                                 (subordinate component)
                                 included in the trust fund
                                 and future mezzanine
                                 indebtedness.

 UP-FRONT RESERVES:

  TAX RESERVE:                   Yes

  TI/LC RESERVE:                 $2,394,517

 ONGOING MONTHLY RESERVES:

  TAX RESERVE:                   Yes

  REPLACEMENT RESERVE:           $16,536

  TI/LC RESERVE:                 $32,078

 LOCKBOX:                        Hard

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 WHOLE LOAN CUT-OFF DATE BALANCE:                $250,000,000

 SENIOR COMPONENT CUT-OFF DATE BALANCE:          $200,000,000

 SUBORDINATE COMPONENT CUT-OFF DATE BALANCE:      $50,000,000

                          WHOLE LOAN              WHOLE LOAN
                         (EXCLUDING               (INCLUDING
                         SUBORDINATE              SUBORDINATE
                          COMPONENT)              COMPONENT)
                           --------              ------------
 CUT-OFF DATE LTV:           62.5%                    78.1%

 MATURITY DATE LTV:          62.5%                    78.1%

 UNDERWRITTEN DSCR(1):       1.70x                    1.23x

 MORTGAGE RATE(2):          5.151%                   5.688%

(1)   DSCR figures based on net cash flow unless otherwise noted.

(2)   The interest rate was rounded to three decimal places and is subject to
      change (prior to pricing).

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                   Office

 PROPERTY SUB TYPE:               Central Business District

 LOCATION:                        New York, NY

 YEAR BUILT/RENOVATED:            1913/2002

 NET RENTABLE SQUARE FEET(1):     811,791

 CUT-OFF BALANCE PER SF(1):       $246

 OCCUPANCY AS OF 04/30/05(1):     96.0%

 OWNERSHIP INTEREST:              Fee

 PROPERTY MANAGEMENT:             The Witkoff Group
                                  LLC & Cammeby's
                                  Management
                                  Company LLC

 U/W NET CASH FLOW:               $17,765,852

 APPRAISED VALUE:                 $320,000,000
--------------------------------------------------------------------------------

(1)   Excludes the tower portion (115,450 square feet) of the total square feet
      which is expected to be released for residential condo conversion. The
      occupancy is 84.1% including the tower portion.


                                      E-1


--------------------------------------------------------------------------------
                              WOOLWORTH BUILDING
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                            FULL YEAR        FULL YEAR
                                         UNDERWRITTEN      (12/31/04)       (12/31/03)
                                       ---------------- ---------------- ----------------

 Effective Gross Income ..............   $ 30,037,373     $ 29,572,082     $ 28,796,230
 Total Expenses ......................   $ 11,365,474     $ 11,798,536     $ 10,878,147
 Net Operating Income (NOI) ..........   $ 18,671,899     $ 17,773,546     $ 17,918,083
 Cash Flow (CF) ......................   $ 17,765,852     $ 17,773,546     $ 17,918,083
 DSCR on NOI(1) ......................          1.79x            1.70x            1.72x
 DSCR on CF(1) .......................          1.70x            1.70x            1.72x
</TABLE>

(1)   Based on an aggregate principal balance of $200,000,000 (the original
      whole loan principal balance excluding the subordinate component).

--------------------------------------------------------------------------------
                            TENANT INFORMATION(1)(2)
--------------------------------------------------------------------------------
<TABLE>

                                      RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL      LEASE
TOP TENANTS                         MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT       EXPIRATION
---------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -------------

 U.S. Securities and Exchange
  Commission .....................   Not Rated     168,588       20.8%  $ 44.00     $ 7,417,872       25.1%     03/31/2012
 New York University .............   Not Rated      94,076       11.6   $ 30.17       2,838,273        9.6      12/31/2017
 Moneyline Network ...............   Not Rated      56,196        6.9   $ 45.00       2,528,820        8.6      09/30/2011
 The NYC Police Pension Fund .....   Not Rated      56,196        6.9   $ 36.00       2,023,056        6.9      04/30/2018
                                                   -------       ----               -----------       ----
 TOTAL ...........................                 375,056       46.2%              $14,808,021       50.2%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursements.

(2)   Excludes the Tower Portion (115,450 square feet).

--------------------------------------------------------------------------------
                          LEASE ROLLOVER SCHEDULE(1)(2)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES                       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION        EXPIRING      EXPIRING SF     TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   -------------   ----------   ------------   ---------------   -------------

 2005 ..............          2             1,329           0.2%         1,329            0.2%        $   33,640
 2006 ..............         11            13,433           1.7         14,762            1.8%        $  323,260
 2007 ..............          5            12,227           1.5         26,989            3.3%        $  198,922
 2008 ..............          3            12,329           1.5         39,318            4.8%        $  260,300
 2009 ..............          2            14,302           1.8         53,620            6.6%        $  718,996
 2010 ..............          5            86,562          10.7        140,182           17.3%        $3,042,938
 2011 ..............          2            56,196           6.9        196,378           24.2%        $2,528,820
 2012 ..............          6           207,162          25.5        403,540           49.7%        $8,407,441
 2013 ..............          1            17,500           2.2        421,040           51.9%        $  624,750
 2014 ..............          5            34,049           4.2        455,089           56.1%        $1,109,226
 2015 ..............          7            63,568           7.8        518,657           63.9%        $1,776,720
 2016 ..............          2            39,598           4.9        558,255           68.8%        $1,945,400
 2017 ..............          1            94,076          11.6        652,331           80.4%        $2,838,273
 2018 ..............          2            73,456           9.0        725,787           89.4%        $2,533,262
 2020 ..............          1             4,942           0.6        730,729           90.0%        $  200,003
 2027 ..............          1            22,560           2.8        753,289           92.8%        $  874,995
 Vacant ............                       58,502           7.2        811,791          100.0%        $2,107,929
                             --           -------         -----
 TOTAL .............         56           811,791         100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   Excludes the tower portion (115,450 square feet).


                                      E-2


--------------------------------------------------------------------------------
                              WOOLWORTH BUILDING
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The Woolworth Building Mortgage Property is currently leased to 51 tenants
ranging in size from 304 to 168,588 square feet. The four largest tenants are:

o U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") (not rated) occupies 168,588
  square feet (20.8% of square feet, 25.1% of income) under a lease expiring
  on March 31, 2012. The SEC is no longer occupying this space. However, the
  SEC remains responsible for payments under the lease. The U.S. General
  Services Administration ("GSA") will be occupying this space in October 2005
  on a five-year lease following completion of the build-out. The GSA lease
  will pay a rental rate below that of the SEC, but the SEC will still make
  rental payments to compensate for the difference in rental obligations in
  accordance with a GSA/SEC Wrap Around Lease and Surrender Agreement. The GSA
  will use the space for federal court administrative and office staffing. The
  GSA lease has one five-year renewal option.

o NEW YORK UNIVERSITY ("NYU") (not rated) occupies 94,076 square feet (11.6%
  of square feet, 9.6% of income) under a lease expiring on December 31, 2017.
  NYU leases the second and fourth floors of the building on a 15-year lease
  with one five-year renewal option. NYU uses the space for adult education
  classes and has occupied space in the building since 2003. The students
  access the satellite NYU campus via NYU's own entrance on Barclay Street.

o MONEYLINE NETWORK ("Moneyline") (not rated) occupies 56,196 square feet
  (6.9% of square feet, 8.6% of income) under a lease expiring on September
  30, 2011 with one five-year renewal option at fair market rent. In addition,
  Moneyline subleases the 21st floor from Fallon McElligott under a lease that
  expires on April 7, 2010. Moneyline provides clients with consulting
  services to engineer communications platforms supporting real-time
  information, multimedia collaboration and transaction systems.

o THE NYC POLICE PENSION FUND (not rated) occupies 56,196 square feet (6.9% of
  square feet, 6.9% of income) under a lease expiring on April 30, 2018. The
  NYC Police Pension Fund occupies the 19th and 25th floors on a 16-year lease
  with two five-year renewal options at 90.0% of fair market rent.
-------------------------------------------------------------------------------


                                      E-3


--------------------------------------------------------------------------------
                              WOOLWORTH BUILDING
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Woolworth Building Mortgage Loan is a $200 million, ten-year fixed-rate
  loan secured by a first mortgage on a 57-story office building located in
  New York, New York County, New York. The Woolworth Building Mortgage Loan is
  interest-only for the entire loan term and matures on June 1, 2015 at an
  annual interest rate, rounded to three decimal places, of 5.151% (excluding
  the subordinate component).

THE BORROWER:

o The Woolworth Building Borrower is 233 Broadway Owners, LLC, a New York
  limited liability company and single purpose entity. Through a series of
  intermediate ownership levels, equity ownership in the Woolworth Building
  Borrower is ultimately held by WW Capital, L.P. (40.3%), which is owned by a
  group of limited partners, Ulo Barad (19.4%), Steven Witkoff (11.0%), FBE
  Holdings, LLC (10.0%), K.H. Cathy, LLC (5.0%), Sam Domb (5.0%) and various
  smaller investors (9.4%). Rubin Schron and Steven Witkoff are limited
  guarantors on the loan.

o Rubin Schron formed and built Cammeby's International. Cammeby's
  International's principals have been in the real estate business for almost
  40 years. Cammeby's International owns, develops, operates and manages real
  estate (both for their own account and in partnership with others)
  throughout the United States. It is a family business with a small group of
  investors who have been working together for many years.

o Steven Witkoff is the main principal of the Witkoff Group, LLC. Witkoff
  Group, LLC has been an experienced owner and operator of commercial real
  estate since 1997. Prior to 1997, the principals operated under the name
  Stellar Management for ten years. Witkoff Group, LLC's historical ownership
  and management portfolio consists of 58 properties, primarily office
  buildings located in New York City.

THE PROPERTY:

o The Woolworth Building Mortgaged Property consists of a fee simple interest
  in one 57-story, 927,241 rentable square foot office building (115,450 of
  the net rentable square feet are related to the Tower Parcel for which a
  release is permitted under certain circumstances leaving a total of 811,791
  net rentable square feet) located on a 0.69-acre parcel. The Woolworth
  Building Mortgaged Property was built in 1913 and has been renovated at
  various stages throughout its existence.

o The Woolworth Building Mortgaged Property is located within the Downtown
  City Hall section of Manhattan, directly across from City Hall Park. The
  Woolworth Building Mortgaged Property is currently 96.0% leased by 51
  tenants, excluding the tower portion.

o The Woolworth Building Borrower is generally required at its sole cost and
  expense to keep the Woolworth Building Mortgaged Property insured against
  loss or damage by fire and other risks addressed by coverage of a
  comprehensive all risk insurance policy.

PROPERTY MANAGEMENT:

o The Woolworth Building Mortgage Property is managed collectively by
  Cammeby's Management Company LLC and The Witkoff Group LLC, both of which
  are related, New York limited liability companies. Cammeby's Management
  Company LLC owns and manages over 25,000 residential units, directly or
  through other affiliated entities, and over 10 million square feet of
  commercial and industrial space. The properties are located primarily in the
  New York metropolitan area. Most of the properties have been owned and
  managed by Cammeby's Management Company LLC for at least 20 years.

o The Witkoff Group, LLC currently owns 18 properties located across the
  nation that contain approximately 8.1 million square feet. They manage their
  New York and New Jersey properties consisting of eight buildings totaling
  2.7 million square feet.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:


o None.
-------------------------------------------------------------------------------


                                      E-4


--------------------------------------------------------------------------------
                              WOOLWORTH BUILDING
--------------------------------------------------------------------------------


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

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o The direct and/or indirect owners of the Woolworth Building Borrower are
  permitted to obtain mezzanine financing during the term of the Woolworth
  Building Mortgage Loan, subject to compliance with the following terms and
  conditions: (a) such financing is required to be extended by a qualified
  financial institution, (b) such financing is required to be secured by such
  borrowing owners' equity interests in the Woolworth Building Borrower, (c)
  the mezzanine lender extending the financing executes a subordination and
  intercreditor agreement reasonably satisfactory to the mortgagee, (d) the
  aggregate principal amount of such financing will not exceed an amount
  which, when combined with the outstanding principal balance of the Woolworth
  Building Mortgage Loan, will result in (i) the loan-to-value calculated
  inclusive of the financing greater than 80% or (ii) the debt service
  coverage ratio calculated inclusive of the financing of less than 1.20x for
  the trailing four quarter period immediately preceding the closing of the
  mezzanine financing, (e) the proceeds of such mezzanine financing are
  required to be used (i) to make contributions to the Woolworth Building
  Borrower for the purpose of funding operating and/or capital expenditures
  related to the Woolworth Building Mortgaged Property or (ii) for the
  acquisition costs of the Woolworth Building Mortgaged Property if such
  mezzanine financing is obtained in connection with the acquisition of the
  Woolworth Building Mortgaged Property, (f) the Woolworth Building Borrower
  is required to deliver to the mortgagee confirmation from the rating
  agencies that such financing will not result in a downgrade, withdrawal or
  qualification of any ratings issued, or to be issued, in connection with a
  securitization involving the Woolworth Building Mortgage Loan and (g) no
  event of default will have occurred and remain uncured as of the date of the
  closing of such permitted mezzanine loan.

SUBORDINATE COMPONENT:

o As will be set forth in more detail in this prospectus supplement, the
  holder of a designated class of certificates that is entitled to payments
  solely from the WB Component Mortgage Loan will be entitled in certain
  instances to exercise rights analogous to the rights of the Directing
  Certificateholder solely with respect to the WB Component Mortgage Loan.
  Such rights may include the review and/or approval of certain actions taken
  by the Master Servicer and/or the Special Servicer in connection with the WB
  Component Mortgage Loan. In addition, such holder may (but is not obliged
  to) purchase the WB Component Mortgage Loan, if the WB Component Mortgage
  Loan is then considered a "Defaulted Mortgage Loan" as more particularly
  described in this prospectus supplement, at a price generally equal to its
  (a) fair value as determined by the Special Servicer (or the Master Servicer
  or Trustee if the Special Servicer and the option holder are the same person
  or affiliated) or (b) unpaid principal balance, plus accrued and unpaid
  interest on such balance, all related unreimbursed advances (with interest
  if any), and all accrued special servicing fees and additional trust fund
  expenses, if the Special Servicer has not determined its fair value.

RELEASE OR SUBSTITUTION OF PROPERTY:

o The Woolworth Building Borrower is permitted to transfer and obtain a
  release of the portion of the Woolworth Building 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 certain conditions are met including, without limitation,
  the payment of a processing fee equal to $15,000 and, following the
  securitization of the Woolworth Building Mortgage Loan, the delivery of an
  opinion of counsel that the release will not be a "significant modification"
  of the Woolworth Building Mortgage Loan within the meaning of Section
  1.1001-3 of the regulations of the United States Department of the Treasury.

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


                                      E-5


--------------------------------------------------------------------------------
                               RIDGEDALE CENTER
--------------------------------------------------------------------------------

                          SIGNIFICANT MORTGAGE LOANS


RIDGEDALE CENTER

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                    Bear Stearns

 ORIGINAL PRINCIPAL BALANCE:     $190,000,000

 FIRST PAYMENT DATE:             May 1, 2005

 TERM/AMORTIZATION:              60/360 months

 MATURITY DATE:                  April 1, 2010

 EXPECTED MATURITY BALANCE:      $175,126,850

 BORROWING ENTITY:               Ridgedale Center, LLC

 INTEREST CALCULATION:           Actual/360

 CALL PROTECTION:                Lockout/Defeasance:
                                 53 payments
                                 Open: 7 payments

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE(1):     Springing

   REPLACEMENT RESERVE(2):       Springing

   TI/LC RESERVE(3):             Springing

 LOCKBOX:                        Hard
--------------------------------------------------------------------------------

(1)   Tax/Insurance Reserves spring (i) upon event of default or (ii) if the
      DSCR is less than 1.10x based on the preceding twelve months.

(2)   Replacement Reserve springs (i) upon event of default or (ii) if the DSCR
      is less than 1.10x based on the preceding twelve months. Collections for
      this reserve are capped at $51,117, which is 12 months of deposits.

(3)   TI/LC Reserve springs (i) upon event of default or (ii) if the DSCR is
      less than 1.10x based on the preceding twelve months. Collections for
      this reserve are capped at $340,779, which is 12 months of deposits.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:          $189,320,140

 CUT-OFF DATE LTV:              74.2%

 MATURITY DATE LTV:             68.7%

 UNDERWRITTEN DSCR(1):          1.29x

 MORTGAGE RATE(2):              4.861%
--------------------------------------------------------------------------------

(1)   DSCR figures based on net cash flow unless otherwise noted.

(2)   The interest rate was rounded to three decimal places.




--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                Retail

 PROPERTY SUB TYPE:            Anchored

 LOCATION:                     Minnetonka, MN

 YEAR BUILT/RENOVATED:         1974/2000

 NET RENTABLE SQUARE FEET:     340,779

 CUT-OFF BALANCE PER SF:       $556

 OCCUPANCY AS OF 01/03/05:     95.6%

 OWNERSHIP INTEREST:           Fee

 PROPERTY MANAGEMENT:          Self Managed

 U/W NET CASH FLOW:            $15,575,037

 APPRAISED VALUE:              $255,000,000
--------------------------------------------------------------------------------



                                      E-6


--------------------------------------------------------------------------------
                               RIDGEDALE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                           FULL YEAR        FULL YEAR
                                        UNDERWRITTEN      (12/31/04)       (12/31/03)
                                      ---------------- ---------------- ----------------

 Effective Gross Income .............   $ 24,864,113     $ 23,175,597     $ 23,557,061
 Total Expenses .....................   $  8,837,729     $  8,333,426     $  8,177,000
 Net Operating Income (NOI) .........   $ 16,026,384     $ 14,842,171     $ 15,380,061
 Cash Flow (CF) .....................   $ 15,575,037     $ 14,842,171     $ 15,380,061
 DSCR on NOI ........................          1.33x            1.23x            1.28x
 DSCR on CF .........................          1.29x            1.23x            1.28x
</TABLE>

--------------------------------------------------------------------------------
                             TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                  RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                     MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
------------------------------ ------------- ----------- ---------- ---------- ------------- ------------- -----------

 Eddie Bauer. ................   Not Rated      18,406       5.4%   $ 29.63     $  545,370         4.0%    01/31/2009
 Gap .........................   Baa3/BBB-       9,656       2.8    $ 50.95        491,973         3.6     03/31/2010
 Express. ....................    Baa2/BBB       8,956       2.6    $ 38.00        340,328         2.5     01/31/2013
 Victoria's Secret ...........    Baa2/BBB       8,548       2.5    $ 36.00        307,728         2.3     01/31/2014
 Abercrombie & Fitch .........   Not Rated       8,231       2.4    $ 27.00        222,237         1.6     01/31/2008
                                                ------      ----                ----------        ----
 TOTAL .......................                  53,797      15.8%               $1,907,636        14.1%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent, and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement. The numbers above do not include any square feet or
      rent from any temporary storage units that these tenants may occupy.

--------------------------------------------------------------------------------
                           LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 MTM ...............          3           2,524          0.7%         2,524            0.7%        $   24,180
 2005 ..............         28          28,521          8.4         31,045            9.1%        $  573,427
 2006 ..............         16          30,159          8.9         61,204           18.0%        $1,068,612
 2007 ..............         16          19,278          5.7         80,482           23.6%        $  872,619
 2008 ..............         20          34,679         10.2        115,161           33.8%        $1,498,975
 2009 ..............         14          40,841         12.0        156,002           45.8%        $1,446,858
 2010 ..............         15          40,197         11.8        196,199           57.6%        $1,845,593
 2011 ..............          8          24,975          7.3        221,174           64.9%        $1,077,629
 2012 ..............         13          22,266          6.5        243,440           71.4%        $  978,673
 2013 ..............          8          32,668          9.6        276,108           81.0%        $1,502,516
 2014 ..............          4          15,723          4.6        291,831           85.6%        $  605,349
 2015 ..............         10          31,252          9.2        323,083           94.8%        $1,335,140
 2017 ..............          1           2,578          0.8        325,661           95.6%        $  128,900
 Vacant ............                     15,118          4.4        340,779          100.0%        $  570,469
                            ---          ------        -----
 TOTAL .............        156         340,779        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For the purposes of this column, each leased tenant space was considered
      a separate lease even if multiple tenant spaces were covered under the
      same lease.


                                      E-7


--------------------------------------------------------------------------------
                               RIDGEDALE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The Ridgedale Center Mortgaged Property is comprised of 340,779 square feet of
a larger 1,043,159 square foot regional mall anchored by Marshall Field's,
Sears, JC Penney and Marshall Field's Men's & Home Store. The anchors are
self-owned and are not part of the collateral. The Ridgedale Center Mortgaged
Property is currently 95.6% leased by over 120 tenants. Approximately 17% of
the collateral net rentable area is leased to investment grade rated tenants or
their affiliates. These tenants account for approximately 18% of the in place
base rent. The five largest tenants, representing 15.8% of the total net
rentable area, are:

o EDDIE BAUER (not rated) occupies 18,406 square feet (5.4% of net rentable
  area) under a lease expiring in January 2009. Established in 1920, Eddie
  Bauer operates more than 400 stores across the United States and Canada, and
  an online store at www.eddiebauer.com. Eddie Bauer also distributes more
  than 90 million catalogs annually and has joint venture partnerships in
  Japan and Germany. Eddie Bauer is a division of Spiegel, Inc., which filed
  for bankruptcy on March 17, 2003. In February 2005, Spiegel Inc. filed a
  reorganization plan providing for the restructuring of Spiegel, Inc. around
  the Eddie Bauer division and establishing a new parent company, Eddie Bauer
  Holdings Inc. Under the plan, Eddie Bauer will continue to serve its
  customers through its stores, catalogs and internet site, although it will
  pursue a new strategic direction for its Eddie Bauer Home division. The
  Eddie Bauer store at Ridgedale Center as of year end 2004 produced $207 per
  square foot in sales in a space of 18,406 square feet. According to the
  Ridgedale Center Borrower, Eddie Bauer has agreed to continue to pay rent on
  their full space until year end 2005. Thereafter, Eddie Bauer will reduce
  their space to 5,854 square feet. The Ridgedale Center Borrower is currently
  in negotiations with several nationally recognized tenants to move in to the
  remaining space.

o GAP INC. (NYSE: "GPS")(rated "Baa3" by Moody's and "BBB-" by S&P) occupies
  9,656 square feet (2.8% of net rentable area) under a lease expiring in
  March 2010. Gap Inc. was founded in 1969 by Donald and Doris Fisher in San
  Francisco, California. Today, GAP Inc. has three brands differentiated by
  their customer target, merchandise mix and marketing approach in the apparel
  industry -- Gap, Banana Republic and Old Navy. Gap Inc. has more than
  150,000 employees supporting about 3,000 stores in the United States, United
  Kingdom, Canada, France and Japan. Gap Inc. had 2004 year end revenues of
  $16.3 billion.

o EXPRESS occupies 8,956 square feet (2.6% of net rentable area) under a lease
  expiring in January 2013. Founded in 1963, with one women's apparel store in
  Columbus, Ohio, Limited Brands, Inc. (NYSE: "LTD")(rated "Baa2" by Moody's
  and "BBB" by S&P), through Victoria's Secret, Bath & Body Works, Express,
  Express Men's, Limited Stores, White Barn Candle Co. and Henri Bendel,
  presently operates 3,699 specialty stores. As of year end 2004, Limited
  Brands, Inc. had over $6.08 billion in total assets and shareholder's equity
  of over $2.3 billion. For year end 2004, Limited Brands, Inc. had net sales
  of over $9.4 billion, a 5.3% increase from 2003.

o VICTORIA'S SECRET occupies 8,548 square feet (2.5% of net rentable area)
  under a lease expiring in January 2014. Victoria's Secret is owned by
  Limited Brands, Inc. (NYSE: "LTD")(rated "Baa2" by Moody's and "BBB" by
  S&P).

o ABERCROMBIE & FITCH CO. (NYSE: "ANF") (not rated) occupies 8,231 square feet
  (2.4% of net rentable area) under a lease expiring in January 2008.
  Abercrombie & Fitch Co. is a specialty retailer encompassing four concepts
  -- Abercrombie & Fitch, Abercrombie, Hollister Co. and RUEHL. The
  merchandise is sold in retail stores throughout the United States and
  through catalogs. Abercrombie & Fitch Co. also operates e-commerce websites
  at www.abercrombie.com, www.abercrombiekids.com and www.hollisterco.com. As
  of April 30, 2005, the company operated 351 Abercrombie & Fitch stores, 167
  Abercrombie stores, 260 Hollister stores and five RUEHL stores. For year end
  2004, Abercrombie & Fitch Co. had net income per share of $2.28 on net sales
  of $2.021 billion.
-------------------------------------------------------------------------------

                                      E-8


--------------------------------------------------------------------------------
                               RIDGEDALE CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Ridgedale Center Mortgage Loan is a $190 million, five-year fixed rated
  loan secured by a first mortgage on 340,779 square feet of a 1,043,159
  square foot, Class A, regional mall located in Minnetonka, Minnesota that is
  anchored by Marshall Field's, Sears, JC Penney and Marshall Field's Men's &
  Home Store. The loan amortizes over a 30-year term and has a maturity date
  of April 1, 2010 at an interest rate, rounded to three decimals, of 4.861%.

THE BORROWER:

o The Ridgedale Center Borrower, Ridgedale Center, LLC, a Maryland limited
  liability company, is a single purpose entity whose sole member has two
  independent managers. A non-consolidation opinion was delivered at
  origination. The Ridgedale Center Borrower is wholly owned by General Growth
  Properties, Inc. (NYSE: "GGP"). General Growth Properties, Inc. ("GGP") is a
  publicly traded real estate investment trust and has been in the shopping
  center business for nearly fifty years. As of February 7, 2005, GGP owned
  interests in or managed over 230 regional shopping malls in 44 states.
  Headquartered in Chicago, Illinois, GGP has more than 5,000 employees
  nationwide. GGP is currently rated "Ba2" by Moody's and "BBB-" by S&P,
  respectively, and had a market capitalization of over $9.5 billion as of
  June 6, 2005.

THE PROPERTY:

o The Ridgedale Center Mortgaged Property is a 1,043,159 square foot, Class A,
  regional mall located in Minnetonka, Minnesota, approximately eight miles
  west of downtown Minneapolis. The Ridgedale Center Mortgaged Property is
  anchored by Marshall Field's, Sears, JC Penney and Marshall Field's Men's &
  Home Store (all of which are self-owned and are not part of the collateral).
  The collateral for the Ridgedale Center Mortgage Loan consists of
  approximately 340,779 square feet of in-line space.

o The Ridgedale Center Mortgaged Property is located at the intersection of
  I-394 and Ridgedale Road, approximately  1/4 mile from the I-394 and I-494
  intersection, on the west side of Minneapolis-St. Paul. The Ridgedale Center
  Mortgaged Property is the Twin Cities' only regional center with access to
  two interstate highways in its immediate vicinity.

o For the twelve months ending December 31, 2004, in-line stores had
  comparable sales of $433 per square foot and an occupancy cost of
  approximately 14.9%. The 2003 and 2002 comparable sales were $440 per square
  foot and $430 per square foot, respectively. National retailers in the mall
  include The Gap, Express, The Limited, American Eagle, Ann Taylor,
  Abercrombie & Fitch, Pac Sun, Victoria's Secret, Bath & Body Works and Hot
  Topic. Approximately 17% of the net rentable area is leased to investment
  grade rated tenants or their affiliates, and these tenants account for
  approximately 18% of the in-place base rent.

o The two Marshall Fields stores at the Ridgedale Center Mortgaged Property
  produced year end 2004 estimated sales of approximately $100 million or $307
  per square foot, which places this location among the chain's top suburban
  locations in terms of sales. JC Penney also performed above its store
  average with year end 2004 estimated sales of approximately $36 million or
  $210 per square foot. Sears year end 2004 estimated sales were approximately
  $35 million or $171 per square foot.

PROPERTY MANAGEMENT:

o The Ridgedale Center Mortgaged Property is self managed by the Ridgedale
  Center Borrower.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Additional mezzanine debt is permitted subject to certain conditions,
  including that the mezzanine lender enters into an intercreditor agreement
  acceptable to the rating agencies and the mortgagee, confirmation of no
  downgrade from the rating agencies, a maximum overall loan-to-value ratio of
  less than 80% and a combined debt service coverage ratio greater than 1.20x.

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


                                      E-9


--------------------------------------------------------------------------------
                              PACIFIC ARTS PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                           SIGNIFICANT MORTGAGE LOANS
--------------------------------------------------------------------------------

PACIFIC ARTS PLAZA

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                         Bank of America

 ORIGINAL NOTE A-1 SENIOR PORTION
   PRINCIPAL BALANCE:                 $132,000,000

 FIRST PAYMENT DATE:                  May 1, 2005

 TERM/AMORTIZATION:                   84/0 months

 INTEREST ONLY PERIOD:                84 months

 MATURITY DATE:                       April 1, 2012

 EXPECTED NOTE A-1 SENIOR
   PORTION MATURITY BALANCE:          $132,000,000

 BORROWING ENTITY:                    Maguire Properties --
                                      Pacific Arts Plaza, LLC

 INTEREST CALCULATION:                Actual/360

 CALL PROTECTION:                     Lockout/Defeasance
                                      78 payments
                                      Open: 6 payments

 PARI PASSU DEBT:                     $110,000,000 (Note A-2)

 SUBORDINATE COMPONENT:               $28,000,000 portion
                                      (subordinate component)
                                      included in the trust fund.

 UP-FRONT RESERVES:

   TAX RESERVE:                       Yes

   TI/LC RESERVE:                     $7,100,153

 ONGOING MONTHLY RESERVES:

   TAX RESERVE:                       Yes

   TI/LC RESERVE:                     $32,220

 LOCKBOX:                             Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------

 WHOLE LOAN CUT-OFF DATE BALANCE:                         $270,000,000

 WHOLE LOAN CUT-OFF DATE BALANCE
      (EXCLUDING JUNIOR PORTION):                         $242,000,000

 NOTE A-1 CUT-OFF DATE BALANCE:                           $160,000,000

 NOTE A-1 SENIOR PORTION CUT-OFF DATE
      BALANCE:                                            $132,000,000

 NOTE A-1 JUNIOR PORTION CUT-OFF DATE
      BALANCE:                                            $ 28,000,000

 NOTE A-2 CUT-OFF DATE BALANCE:                           $110,000,000

                                         WHOLE LOAN         WHOLE LOAN
                                        (EXCLUDING          (INCLUDING
                                      NOTE A-1 JUNIOR     NOTE A-1 JUNIOR
                                       COMPONENT)(1)       COMPONENT)(1)
                                      ---------------     ---------------
 CUT-OFF DATE LTV:                         71.4%                79.6%

 MATURITY DATE LTV:                        71.4%                79.6%

 UNDERWRITTEN DSCR(2):                     1.40x                1.19x

 MORTGAGE RATE(3):                        4.906%               5.153%
--------------------------------------------------------------------------------

(1)   The Note A-1 Junior Portion is subordinate to the Note A-1 Senior Portion
      and Note A-2 (which is not part of the trust fund).

(2)   DSCR figures based on net cash flow unless otherwise noted.

(3)   The interest rate was rounded to three decimal places and is subject to
      change (prior to pricing).

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:              Office

 PROPERTY SUB TYPE:          Suburban

 LOCATION:                   Costa Mesa, CA

 YEAR BUILT/RENOVATED:       1980/2004

 NET RENTABLE SQUARE FEET:   825,061

 CUT-OFF BALANCE PER SF:     $293

 OCCUPANCY AS OF 03/1/05:    87.1%

 OWNERSHIP INTEREST:         Fee

 PROPERTY MANAGEMENT:        Maguire Properties, L.P.

 U/W NET CASH FLOW:          $16,834,132

 APPRAISED VALUE:            $339,000,000
--------------------------------------------------------------------------------

                                      E-10


--------------------------------------------------------------------------------
                              PACIFIC ARTS PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                               FULL YEAR          FULL YEAR
                                          UNDERWRITTEN        (12/31/04)         (12/31/03)
                                        ----------------   ----------------   ----------------

 Effective Gross Income .............     $ 28,613,628       $ 25,032,702       $ 22,496,082
 Total Expenses .....................     $ 10,789,119       $  8,868,391       $  9,449,120
 Net Operating Income (NOI) .........     $ 17,824,509       $ 16,164,311       $ 13,046,962
 Cash Flow (CF) .....................     $ 16,834,132       $ 16,164,311       $ 13,046,962
 DSCR on NOI(1) .....................            1.48x              1.34x              1.08x
 DSCR on CF(1) ......................            1.40x              1.34x              1.08x
</TABLE>

(1)   Based on an aggregate principal balance of $242,000,000 (the original
      whole loan principal balance, excluding the subordinate portion of Note
      A-1).

--------------------------------------------------------------------------------
                             TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                      RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                         MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
---------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 GMAC Mortgage Corporation .......    Baa2/BB      170,518       20.7%  $ 24.00    $ 4,092,432        21.9%    04/19/2008
 Rutan & Tucker, LLP .............   Not Rated     100,088       12.1   $ 30.99      3,101,727        16.6     08/31/2009
 Comerica Bank ...................      A1/A        63,320        7.7   $ 14.52        919,407         4.9     11/30/2013
 Washington Mutual Bank ..........      NR/A        28,087        3.4   $ 24.35        683,781         3.7     06/26/2011
 Cambridge Integrated Services
  Group ..........................   Not Rated      26,684        3.2   $ 18.00        480,312         2.6            MTM
 Oracle Corporation ..............     A3/A-        25,273        3.1   $ 27.60        697,535         3.7     06/30/2010
 Bank of America, N.A. ...........    Aa2/AA-       25,105        3.0   $ 22.24        558,450         3.0     03/31/2011
                                                   -------       ----              -----------        ----
 TOTAL ...........................                 439,075       53.2%             $10,533,644        56.4%
</TABLE>


(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent, and % Potential
      Rent include base rent only and exclude common area maintenance and
      reimbursements.

--------------------------------------------------------------------------------
                           LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                                      # OF LEASES     EXPIRING       % OF       CUMMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION                      EXPIRING         SF        TOTAL SF       TOTAL SF      % OF TOTAL SF       EXPIRING
----------------------------------   -------------   ----------   ----------   -------------   ---------------   -------------

 2005 ............................          7          35,676          4.3%        35,676             4.3%        $  640,493
 2006 ............................          6          41,747          5.1         77,423             9.4%        $  840,619
 2007 ............................          6          16,643          2.0         94,066            11.4%        $  367,772
 2008 ............................         16         252,892         30.7        346,958            42.1%        $5,733,724
 2009 ............................          7         118,460         14.4        465,418            56.4%        $3,714,336
 2010 ............................          4          59,925          7.3        525,343            63.7%        $1,253,100
 2011 ............................          5          60,966          7.4        586,309            71.1%        $1,372,834
 2013 ............................          6          71,613          8.7        657,922            79.7%        $1,143,318
 2014 ............................          1           2,466          0.3        660,388            80.0%        $   45,868
 2020 ............................          1          14,000          1.7        674,388            81.7%        $  416,640
 MTM .............................          5          30,802          3.7        705,190            85.5%        $  593,964
 Maintenance/Management ..........                      5,669          0.7        710,859            86.2%        $        0
 Vacant ..........................                    114,202         13.8        825,061           100.0%        $2,555,983
                                           --         -------        -----
 TOTAL ...........................         64         825,061        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.


                                      E-11


--------------------------------------------------------------------------------
                              PACIFIC ARTS PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The seven largest tenants (25,000+ square feet) representing 53.2% of the total
  net rentable square feet are:

o GMAC MORTGAGE CORPORATION ("GMAC") (rated "Baa2" by Moody's and "BB" by S&P)
  occupies a total of 170,518 square feet (20.7% of square feet, 21.9% of
  income) under three leases of various terms all expiring on April 19, 2008.
  The current rental rate per square foot of $24.00 increases to $25.80 on
  July 20, 2006. There is one five-year option to renew the lease with the
  rental rate per square foot determined at the then fair market. GMAC is one
  of the largest residential mortgage originators and servicers in the nation
  with over 2.0 million customers. GMAC is owned by General Motors Acceptance
  Corporation, which in turn is owned by General Motors Corporation. General
  Motors Acceptance Corporation, one of the largest financial services
  companies in the world, has 700 offices located in 41 countries with
  approximately 33,700 employees. As of the fiscal year ended December 31,
  2003, General Motors Corporation reported revenue of approximately $185.5
  billion, net income of $3.8 billion and stockholder equity of $25.3 billion.

o RUTAN & TUCKER, LLP (not rated) occupies a total of 100,088 square feet
  (12.1% of square feet, 16.6% of income) under three leases of various terms
  all expiring on August 31, 2009. The current rental rate per square foot of
  $30.99 increases to $33.99 on May 1, 2006. There is one five-year option to
  renew the lease with the rental rate per square foot determined at 93% of
  the then fair market. Established in 1906, Rutan & Tucker currently employs
  more than 135 attorneys in two offices, making the company the largest law
  firm based in Orange County. Rutan & Tucker represents a broad spectrum of
  clients, from major multinational corporations and financial institutions to
  family-owned businesses and private individuals. Practice disciplines
  include business litigation, corporate/securities, education, real estate
  and tax.

o COMERICA BANK (rated "A1" by Moody's and "A" by S&P) occupies a total of
  63,320 square feet (7.7% of square feet, 4.9% of income) under four leases
  of various terms all expiring on November 30, 2013. The current rental rate
  per square foot of $14.52 increases to $16.92 on December 1, 2008. There are
  two three-year options to renew the lease with the rental rate per square
  foot determined at 95% of the then fair market. Comerica Bank, a bank
  holding company, provides financial services in three segments: Business
  Bank, Small Business and Personal Financial Services and Wealth and
  Institutional Management. Comerica Bank operates 506 banking branches, trust
  services locations and loan production or other financial services offices,
  primarily in the states of California, Michigan, Texas and Florida. As of
  the fiscal year ended December 31, 2004, Comerica Bank reported revenue of
  approximately $3.1 billion, net income of $757.0 million and stockholder
  equity of $5.1 billion.

o WASHINGTON MUTUAL BANK ("WAMU") (not rated by Moody's and "A" by S&P)
  occupies a total of 28,087 square feet (3.4% of square feet, 3.7% of income)
  under a 30-year lease expiring on June 26, 2011. The blended rental rate per
  square foot of $24.35 remains constant throughout the remaining initial
  lease term. WAMU is a financial services company that serves consumers and
  small to mid-sized businesses. The company operates in two business
  segments: the Consumer Group and the Commercial Group. WAMU specializes in
  traditional consumer and commercial banking services, mortgages and other
  loans, securities brokerage and mutual funds. WAMU operates principally in
  California, Washington, Oregon, Florida, Texas and Utah, with operations in
  more than 30 states. As of the fiscal year ended December 31, 2004, WAMU
  reported revenue of approximately $19.0 billion, net income of $2.9 billion
  and stockholder equity of $21.2 billion.

o CAMBRIDGE INTEGRATED SERVICES GROUP (not rated) occupies a total of 26,684
  square feet (3.2% of square feet, 2.6% of income) on a month-to-month basis.
  The rental rate per square foot is $18.00. Cambridge Integrated Services
  Group is one of the largest business process outsourcing networks in the
  world. Offices are located in the United States, United Kingdom, Australia
  and India. Practice areas include property and casualty insurance processing
  and claims, professional liability claims, structured settlement services,
  product liability consulting and finance, accounting, banking, mortgage and
  insurance.
-------------------------------------------------------------------------------


                                      E-12


--------------------------------------------------------------------------------
                              PACIFIC ARTS PLAZA
--------------------------------------------------------------------------------

o ORACLE CORPORATION ("Oracle") (rated "A3" by Moody's and "A-" by S&P)
  occupies a total of 25,273 square feet (3.1% of square feet, 3.7% of income)
  under a five-year lease expiring on June 30, 2010. The current rental rate
  per square foot of $27.60 increases to $28.20 on July 1, 2006 and annually
  thereafter by $0.60. There is one five-year option to renew the lease with
  the rental rate per square foot determined at the then fair market. Oracle
  engages in the development, manufacture, marketing, distribution and
  servicing of computer software that enables organizations to manage their
  businesses. Software products are classified as database technology software
  and applications software. Oracle acquired PeopleSoft in January 2005. As of
  the fiscal year ended May 31, 2004, Oracle reported revenue of approximately
  $10.2 billion, net income of $2.7 billion and stockholder equity of $8.0
  billion.

o BANK OF AMERICA, N.A. (rated "Aa2" by Moody's and "AA-" by S&P) occupies a
  total of 25,105 square feet (3.0% of square feet, 3.0% of income) under a
  30-year lease expiring on March 31, 2011. The blended rental rate per square
  foot of $22.24 remains constant throughout the remaining initial lease term.
  There are two ten-year options to renew the lease with the rental rate per
  square foot determined at the then fair market and adjusted in the sixth
  year of each lease renewal option period, but at no less than the rental
  rate in effect for the previous period. Bank of America, N.A. is a
  subsidiary of Bank of America Corporation which is the third largest bank in
  the United States, operating over 5,800 banking centers located in 29 states
  and the District of Columbia and employing over 175,000 employees. Through
  its Global Corporate and Investment Banking Group, Bank of America
  Corporation has offices in 35 countries, serving clients in more than 150
  countries throughout the Americas, Europe and Asia. Bank of America
  Corporation has created the largest proprietary ATM network in the nation
  with approximately 16,700 ATMs processing more than 2.3 million daily
  transactions. As of the fiscal year ended December 31, 2004, Bank of America
  Corporation reported revenue of approximately $63.3 billion, net income of
  $14.1 billion and stockholder equity of $99.6 billion.
-------------------------------------------------------------------------------


                                      E-13


--------------------------------------------------------------------------------
                              PACIFIC ARTS PLAZA
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Pacific Arts Plaza Mortgage Loan is a $132 million, seven-year fixed
  rate loan secured by a first mortgage on four office buildings and four
  freestanding restaurant buildings located in Costa Mesa, Orange County,
  California. The Pacific Arts Plaza Mortgage Loan is interest-only for the
  entire loan term and matures on April 1, 2012 at an annual interest rate,
  rounded to three decimal places, of 4.906% (excluding the subordinate
  component).

THE BORROWER:

o The Pacific Arts Plaza Borrower is Maguire Properties - Pacific Arts Plaza,
  LLC, a Delaware limited liability company and a single purpose bankruptcy
  remote entity with at least two independent directors for which the Pacific
  Arts Plaza Borrower's legal counsel has delivered a non-consolidation
  opinion. Equity ownership is held 100% by Maguire Properties Holdings II,
  LLC, a Delaware limited liability company, as the sole member of the Pacific
  Arts Plaza Borrower. Through a series of intermediate ownership levels,
  equity ownership of the Pacific Arts Plaza Borrower is eventually held by
  Maguire Properties, Inc. The borrower principal is Maguire Properties, L.P.,
  a Maryland limited partnership.

o Maguire Properties, Inc. is a real estate investment trust that owns,
  manages, leases, acquires and develops commercial real estate. Maguire
  Properties, L.P. is the Operating Partnership. Maguire Properties, Inc. owns
  24 commercial properties, primarily office with some retail, containing a
  total of approximately 14.5 million square feet. Notable properties include
  777 Tower, US Bank Tower, Gas Company Tower, Wells Fargo Tower, KPMG Tower
  and One California Place located in Los Angeles, Park Place Office Campus,
  Pacific Arts Plaza and Washington Mutual Irvine Campus located in Orange
  County, Wells Fargo Center located in Denver and One Renaissance Square
  located in Phoenix. Maguire Properties, Inc. also owns a 350-room Westin
  Hotel and three parking garages totaling 2,749 spaces. As of the fiscal year
  ended December 31, 2004, Maguire Properties, Inc. reported revenue of
  approximately $326.7 million, net income of $33.5 million and stockholder
  equity of $537.4 million.

THE PROPERTY:

o The Pacific Arts Plaza Mortgaged Property consists of a fee simple interest
  in four suburban, Class A office buildings and four freestanding restaurant
  buildings built from 1980 to 1981 and renovated in 2004, containing a total
  of 825,061 net rentable square feet situated on 17.57 acres. The four office
  buildings are known as Pacific Arts Plaza I (15-story), Pacific Arts Plaza
  II (15-story), Pacific Arts Plaza III (five-story) and Pacific Arts Plaza IV
  (eight-story). The four restaurant tenants are Mastro's Steakhouse, Jerry's
  Famous Deli, TGI Friday's and Chat Noir. The Pacific Arts Plaza is bounded
  by Bristol Street, Anton Boulevard, Avenue of the Arts and the 405 Freeway.
  The south elevation of the development runs parallel to the 405 Freeway and
  has direct freeway access via Bristol Street and Avenue of the Arts; the
  Avenue of the Arts exit ramp was recently completed and provides direct
  entry to the Pacific Arts Plaza Mortgaged Property.

o The Pacific Arts Plaza Borrower is generally required at its sole cost and
  expense to keep the Pacific Arts Plaza Mortgaged Property insured against
  loss or damage by fire and other risks addressed by coverage of a
  comprehensive all risk insurance policy.

PROPERTY MANAGEMENT:

o Maguire Properties, L.P. manages the Pacific Arts Plaza Mortgaged Property.
  Maguire Properties, L.P., founded in 1965 and headquartered in Los Angeles,
  currently manages 24 commercial properties, primarily office with some
  retail, containing a total of approximately 14.5 million square feet.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Not Allowed.

SUBORDINATE COMPONENT:

o As will be set forth in more detail in this prospectus supplement, the
  holder of a designated class of certificates that is entitled to payments
  solely from the PA Pari Passu Note A-1 Component Mortgage Loan will be
  entitled in certain instances to exercise rights analogous to the rights of
  the Directing Certificateholder solely with respect to the PA Pari Passu
  Note A-1 Component Mortgage Loan. Such rights may include the review and/or
  approval of certain actions taken by the Master Servicer or the Special
  Servicer in connection with the PA Pari Passu Note A-1 Component Mortgage
  Loan. In addition, such holder may (but is not obliged to) purchase the PA
  Pari Passu Note A-1 Component Mortgage Loan, if the PA Pari Passu Note A-1
  Component Mortgage Loan is then considered a "Defaulted Mortgage Loan" as
  more particularly described in this prospectus supplement, at a price
  generally equal to its (a) fair value as determined by the Special Servicer
  (or the Master Servicer or Trustee if the Special Servicer and the option
  holder are the same person or affiliated) or (b) unpaid principal balance,
  plus accrued and unpaid interest on such balance, all related unreimbursed
  advances (with interest if any), and all accrued special servicing fees and
  additional trust fund expenses, if the Special Servicer has not determined
  its fair value.
-------------------------------------------------------------------------------


                                      E-14


--------------------------------------------------------------------------------
                              PACIFIC ARTS PLAZA
--------------------------------------------------------------------------------

RELEASE OR SUBSTITUTION OF PROPERTY:

o The Pacific Arts Plaza Borrower may transfer and obtain a release of the
  portion of the Pacific Arts Plaza 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 Pacific Arts Plaza Mortgaged Property or the
  Pacific Arts Plaza 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
  Pacific Arts Plaza Borrower will deposit the amount of $10,000,000, which
  will be held as additional collateral for the Pacific Arts Plaza Mortgage
  Loan, and the Pacific Arts Plaza 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 the Pacific Arts Plaza Mortgage Loan.
-------------------------------------------------------------------------------


                                      E-15

                                MARLEY STATION

                           SIGNIFICANT MORTGAGE LOANS

MARLEY STATION

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

 LOAN SELLER:                    Bank of America

 ORIGINAL PRINCIPAL BALANCE:     $114,400,000

 FIRST PAYMENT DATE:             August 1, 2005

 TERM/AMORTIZATION:              84/0 months

 INTEREST ONLY PERIOD:           84 months

 MATURITY DATE:                  July 1, 2012

 EXPECTED MATURITY BALANCE:      $114,400,000

 BORROWING ENTITY:               Marley Station LLC

 INTEREST CALCULATION:           Actual/360

 CALL PROTECTION:                Lockout/Defeasance:
                                 77 payments
                                 Open: 7 payments

 ADDITIONAL FINANCING:           Future mezzanine or pari passu
                                 debt.
 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE(1):     Springing

   REPLACEMENT RESERVE(2):       Springing

 LOCKBOX:                        Hard
--------------------------------------------------------------------------------

(1)   During a Trigger Period, as defined in the related loan agreement, the
      Marley Station Borrower is required to reserve a monthly deposit equal to
      one-twelfth of the amount which would be sufficient to pay the estimated
      taxes and insurance premiums.

(2)   During a Trigger Period, as defined in the related loan agreement, the
      Marley Station Borrower is required to reserve a monthly deposit of
      $10,241.

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------

 CUT-OFF DATE BALANCE:          $114,400,000

 CUT-OFF DATE LTV:              64.3%

 MATURITY DATE LTV:             64.3%

 UNDERWRITTEN DSCR(1):          1.87x

 MORTGAGE RATE(2):              4.891%
--------------------------------------------------------------------------------

(1)   DSCR figures based on net cash flow unless otherwise noted.

(2)   The interest rate was rounded to three decimal places.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
 PROPERTY TYPE:                Retail

 PROPERTY SUB TYPE:            Regional Mall

 LOCATION:                     Glen Burnie, MD

 YEAR BUILT/RENOVATED:         1987/NAP

 NET RENTABLE SQUARE FEET:     1,043,411

 CUT-OFF BALANCE PER SF:       $110

 OCCUPANCY AS OF 05/26/05:     94.8%

 OWNERSHIP INTEREST:           Fee

 PROPERTY MANAGEMENT:          MillsServices Corp.

 U/W NET CASH FLOW:            $10,618,972

 APPRAISED VALUE:              $178,000,000
--------------------------------------------------------------------------------
                                      E-16


--------------------------------------------------------------------------------
                                 MARLEY STATION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                               FULL YEAR          FULL YEAR
                                          UNDERWRITTEN        (12/31/04)         (12/31/03)
                                        ----------------   ----------------   ----------------

 Effective Gross Income .............     $ 17,562,427       $ 17,355,552       $ 16,801,370
 Total Expenses .....................     $  6,457,247       $  6,655,004       $  5,904,837
 Net Operating Income (NOI) .........     $ 11,105,180       $ 10,700,548       $ 10,896,533
 Cash Flow (CF) .....................     $ 10,618,972       $ 10,700,548       $ 10,680,233
 DSCR on NOI ........................            1.96x              1.89x              1.92x
 DSCR on CF .........................            1.87x              1.89x              1.88x
</TABLE>

--------------------------------------------------------------------------------
                              TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                       RATINGS       TOTAL       % OF                POTENTIAL   % POTENTIAL      LEASE
TOP TENANTS                          MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF      RENT         RENT       EXPIRATION
----------------------------------- ------------- ----------- ---------- ---------- ----------- ------------- -------------

 Macy's (ground lease) ............   Baa1/BBB+     231,698       22.2%  $ 0.00      $      0         0.0%     02/24/2086
 Sears (ground lease) .............     NR/BB+      181,450       17.4   $ 1.65       299,393         2.8      11/02/2036
 Hecht's (ground lease) ...........    Baa2/BBB     162,337       15.6   $ 0.00             0         0.0      02/24/2086
 JC Penney (ground lease) .........    Ba1/BB+      129,713       12.4   $ 0.00             0         0.0      02/24/2037
 Gold's Gym .......................   Not Rated      30,484        2.9   $ 9.00       274,356         2.5      01/31/2014
 United Artist's Theatres .........   Not Rated      24,846        2.4   $ 5.03       125,000         1.1      01/31/2007
                                                    -------       ----               --------         ---
 TOTAL ............................                 760,528       72.9%              $698,749         6.4%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance and
      reimbursements.

--------------------------------------------------------------------------------
                           LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                           # OF LEASES      EXPIRING        % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION           EXPIRING          SF         TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
-----------------------   -------------   ------------   ----------   ------------   ---------------   -------------

 2005 .................        1               2,237          0.2%         2,237            0.2%        $  100,665
 2006 .................        12             19,802          1.9         22,039            2.1%        $  734,335
 2007 .................        26             72,384          6.9         94,423            9.0%        $1,828,717
 2008 .................        8              16,810          1.6        111,233           10.7%        $  671,800
 2009 .................        5              13,675          1.3        124,908           12.0%        $  550,101
 2010 .................        16             20,828          2.0        145,736           14.0%        $  840,343
 2011 .................        8              17,165          1.6        162,901           15.6%        $  800,317
 2012 .................        10             29,226          2.8        192,127           18.4%        $  921,678
 2013 .................        3               9,429          0.9        201,556           19.3%        $  379,804
 2014 .................        6              45,005          4.3        246,561           23.6%        $  732,664
 2015 .................        5              18,106          1.7        264,667           25.4%        $  711,325
 Ground Lease .........        4             705,198         67.6        969,865           93.0%        $  299,393
 Vacant ...............                       73,546          7.0      1,043,411          100.0%        $2,298,563
                              ---            -------        -----
 TOTAL ................       104          1,043,411        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.


                                      E-17


--------------------------------------------------------------------------------
                                 MARLEY STATION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The six largest tenants, representing 72.9% of the total net rentable square
feet, are:

o MACY'S (rated "Baa1" by Moody's and "BBB+" by S&P) occupies 231,698 square
  feet (22.2% of square feet under a 99-year ground lease expiring February
  24, 2086. Macy's has an arrangement whereby it does not pay base rent under
  the ground lease, but rather pays a percentage of the common area
  maintenance under a reciprocal easement agreement. Macy's is owned by
  Federated Department Stores, which also owns Bloomingdales. Federated
  Department Stores owns and operates 450 stores in 34 states, Puerto Rico and
  Guam, and is the largest upscale department store retailer in the United
  States. As of the fiscal year ended January 1, 2005. Federated reported
  revenue of approximately $15.6 billion, net income of $689.0 million,
  liquidity of $868.0 million and stockholder equity of $6.2 billion.

o SEARS (not rated by Moody's and rated "BB+" by S&P) occupies 181,450
  square feet (17.4% of square feet, 2.8% of income) under a 40-year ground
  lease expiring on November 2, 2036. The rental rate per square foot of
  $1.65 remains constant during the initial ground lease term and during the
  six ten-year options to renew the ground lease. Sears also pays a
  percentage of the common area maintenance under a reciprocal easement
  agreement. Sears Holdings Corporation, the parent of Sears and Kmart
  following a merger that closed on March 24, 2005, is the nation's third
  largest broad line retailer. The combined company operates approximately
  3,800 full-line and specialty retail stores located in the United States
  and Canada. Sears is a home appliance retailer in North America and sells
  tools, lawn and garden, home electronics and automotive repair and
  maintenance products. Sears Holdings Corporation will continue to market
  products under brands held by both Sears and Kmart.

o HECHT'S (rated "Baa2" by Moody's and "BBB" by S&P) occupies 162,337 square
  feet (15.6% of square feet) under a 99-year ground lease expiring February
  24, 2086, Hecht's has an arrangement whereby it does not pay base rent
  under the ground lease, but rather pays a percentage of the common area
  maintenance under a reciprocal easement agreement. Hecht's is owned by The
  May Department Stores Company, which also owns and operates department
  stores such as Lord and Taylor, Filene's, Foley's and David's Bridal in 46
  states, the District of Columbia and Puerto Rico. Federated Department
  Stores, owner of Macy's, is expected to acquire The May Department Stores
  Company for a reported $11.5 billion.

o JC PENNEY (rated "Ba1" by Moody's and "BB+" by S&P) occupies 129,713
  square feet (12.4% of square feet) under a 43-year ground lease expiring on
  February 24, 2037. JC Penney has an arrangement whereby it does not pay
  base rent under the ground lease, but rather pays a percentage of the
  common area maintenance under a reciprocal easement agreement. Founded in
  1916, JC Penney operates more than 1,000 department stores around the
  United States and Puerto Rico. JC Penney recently sold its Eckerd drugstore
  chain to Jean Coutu and CVS for $4.5 billion. As of the fiscal year ended
  January 29, 2005, JC Penney reported revenue of approximately $18.4
  billion, net income of $524.0 million, liquidity of $4.7 billion and
  stockholder equity of $4.9 billion.

o GOLD'S GYM (not rated) occupies 30,484 square feet (2.9% of square feet,
  2.5% of income) under a nine-year lease expiring on January 31, 2014. The
  rental rate per square foot is $9.00. Gold's Gym is the largest co-ed gym
  chain in the world with more than 600 facilities located in 43 states and
  25 countries with nearly 3 million members. Gold's Gym offers a wide
  variety of equipment and services, including group exercise, personal
  training, cardiovascular equipment, spinning, Pilates and yoga, while
  maintaining its core weight lifting tradition.

o UNITED ARTIST'S THEATRES (not rated) occupies 24,846 square feet (2.4% of
  square feet, 1.1% of income) under a 20-year lease expiring on January 31,
  2007. The rental rate per square foot is $5.03. United Artist's Theatres is
  part of the Regal Entertainment Group, the largest motion picture exhibitor
  in the world operating 6,273 screens in 558 locations in 40 states under
  the Regal, United Artists and Edwards trade names. As of the fiscal year
  ended December 30, 2004, Regal Entertainment Group reported revenue of
  approximately $2.5 billion, net income of $82.5 million and stockholder
  equity of $69.0 million.
-------------------------------------------------------------------------------



                                      E-18


--------------------------------------------------------------------------------
                                MARLEY STATION
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Marley Station Mortgage Loan is a $114.4 million, seven-year loan
  secured by a first mortgage on a regional mall located in Glen Burnie, Anne
  Arundel County, Maryland. The Marley Station Mortgage Loan is interest-only
  for the entire loan term and matures on July 1, 2012 at an annual interest
  rate, rounded to three decimal places, of 4.891%.

THE BORROWER:

o The Marley Station Borrower is Marley Station LLC, a Delaware limited
  liability company and a single purpose bankruptcy remote entity with at
  least two independent directors for which the Marley Station Borrower's
  legal counsel has delivered a non-consolidation opinion. The owner is
  TKL-East LLC, a Delaware limited liability company (the "Marley Station
  Owner"). The sponsor of the Marley Station Mortgage Loan is the Mills
  Corporation Limited Partnership, which acquired a 50% interest in the Marley
  Station Borrower from General Motors Pension Trust, which remains a 50%
  non-managing owner.

o Mills Corporation Limited Partnership is a fully integrated, self-managed
  real estate investment trust ("REIT") that develops, redevelops, acquires,
  operates and manages retail and entertainment-oriented properties. Mills
  Corporation Limited Partnership owns 100% of the entities that provide
  leasing, management, development and financing services for both wholly
  owned properties and joint ventures. Mills Corporation Limited Partnership
  owns or has an interest in 41 properties located in the United States,
  Canada, Scotland and Spain. As of the fiscal year ended December 31, 2004,
  Mills Corporation Limited Partnership reported revenue of approximately
  $684.8 million, net income of $232.0 million and stockholder equity of $1.3
  billion.

THE PROPERTY:

o The Marley Station Mortgaged Property consists of a fee simple interest in a
  regional mall containing 1,043,411 net rentable square feet and situated on
  108 acres. The collateral improvements consist of the four anchor tennant
  buildings and the two-story main mall building. The anchor tenants are
  Macy's, Sears, Hecht's and JC Penney, which together occupy 67.6% of the
  total square feet. All four anchor tenants are situated on ground leased
  pads. Macy's and Hecht's each have an option to purchase the related parcel
  for no consideration per conditions in the related loan documents. The
  operating covenants for the Marley Station Mortgaged Property expire in
  February 2007 after which Macy's, Sears, Hecht's and JC Penney can go dark.

o The Marley Station Owner is generally required at its sole cost and expense
  to keep the Marley Station Mortgaged Property insured against loss or damage
  by fire and other risks addressed by coverage of a comprehensive all risk
  insurance policy.

PROPERTY MANAGEMENT:

o MillsServices Corp. manages the Marley Station Mortgage Property.
  MillsService Corp., founded in 1985 and headquartered in Arlington, Virginia
  currently manages 41 properties containing a total of approximately 50
  million square feet.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None.
-------------------------------------------------------------------------------


                                      E-19


--------------------------------------------------------------------------------
                                 MARLEY STATION
--------------------------------------------------------------------------------

FUTURE PARI PASSU, MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o The Marley Station Borrower will have the one-time right to obtain secured
  mortgage indebtedness ("Additional Debt") that shall be of a pari passu
  position with the Marley Station Mortgage Loan or 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 Marley Station Mortgage Loan. Additional
  Debt is permitted, so long as no future mezzanine debt will have been
  obtained, subject to, among other things (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 Marley
  Station Mortgage Loan and the amount of increase, if any, in the appraised
  value of the Marley Station 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 the Marley Station
  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, among
  other things (i) rating agency confirmation, (ii) the loan-to-value ratio
  not in excess of the product of the loan-to-value ratio as of the closing
  date of the Marley Station Mortgage Loan and the amount of increase, if any,
  in the appraised value of the Marley Station Mortgaged Property, (iii) the
  debt service coverage ratio of the Marley Station 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.

RELEASE OR SUBSTITUTION OF PROPERTY:

o The related loan documents permit the release of collateral to allow for
  future development. This may include buying an anchor space for
  redevelopment after such space has been released from the lien of the
  mortgage or releasing two outparcels beyond the mall's inner ring for
  development. The related loan documents provide for such releases without
  requiring any pay down of the principal balance. However, parking ratios
  must be in compliance with local zoning laws, loan-to- value and debt
  service coverage ratios must be maintained and the development must not have
  a material adverse effect upon the value and/or operations of the Marley
  Station Mortgaged Property or the Marley Station Borrower's ability to repay
  the Marley Station Mortgage Loan.
-------------------------------------------------------------------------------


                                      E-20


--------------------------------------------------------------------------------
                           IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

                           SIGNIFICANT MORTGAGE LOANS

IPC LOUISVILLE PORTFOLIO

--------------------------------------------------------------------------------
                            MORTGAGE LOAN INFORMATION
--------------------------------------------------------------------------------

 LOAN SELLER:                  Barclays

 ORIGINAL PRINCIPAL BALANCE:   $101,165,492

 FIRST PAYMENT DATE:           July 1, 2005

 TERM/AMORTIZATION:            120/360 months

 INTEREST ONLY PERIOD:         36 months

 MATURITY DATE:                June 1, 2015

 EXPECTED MATURITY BALANCE:    $90,041,161

 BORROWING ENTITY:             IPC Louisville Properties, LLC

 INTEREST CALCULATION:         Actual/360

 CALL PROTECTION:              Lockout/Defeasance: 116
                               payments
                               Open: 4 payments

 UP-FRONT RESERVES:

   TAX RESERVE:                Yes

   TI/LC RESERVE:              $1,250,000

   MAJOR LEASE ROLLOVER
      RESERVE(1):              $1,630,000

   OTHER RESERVE(2) :          $26,663

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:      Yes

   REPLACEMENT RESERVE(3):     $24,351

   TI/LC RESERVE:              $155,478

   MAJOR LEASE ROLLOVER
      RESERVE(4):              See Footnote

   LOCKBOX:                    Hard
--------------------------------------------------------------------------------

(1)   The Major Lease Rollover Reserve Account is a TI/LC reserve account set
      up specifically for those tenants with spaces over 20,000 square feet
      that roll during the loan term.

(2)   Up-Front and Ongoing Ground Rent Reserve to cover one-month's rent
      payments for the Oxmoor Place ground lease. The borrower will pay such
      ground rent directly to the lessor, unless and until a notice of default
      under the ground lease is received or mortgagee does not hold a reserve
      equal to one month's ground rent, after which the borrower will make
      ongoing monthly ground rent deposits with the mortgagee. In addition, the
      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 the Oxmoor
      Place property. IPC (US), Inc. will be personally liable for losses
      arising from the borrower's failure to make any required monthly ground
      rent deposit or to acquire the fee estate pursuant to the purchase option
      contained in the ground lease.

(3)   Replacement Reserve capped at $876,645.

(4)   On each payment date following a Cash Trap Trigger Event, the borrower is
      required to deposit all excess cash flow from the IPC Louisville
      Portfolio properties into this reserve account until the following
      amounts are accumulated: (a) $20 per square foot for tenants under Major
      Leases at the properties known as City Hall Plaza and One and Two
      Chestnut Place and (b) $15 per square foot for tenants under Major Leases
      at the properties located in Louisville, Kentucky. A "Cash Trap Trigger
      Event" occurs 12 months prior to the lease expiration of a tenant under a
      Major Lease. A "Major Lease" is defined as a lease related to a tenant
      who occupies at least 20,000 square feet at the specified property.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------

 CUT-OFF DATE BALANCE:        $101,165,492

 CUT-OFF DATE LTV:            62.5%

 MATURITY DATE LTV:           55.6%

 UNDERWRITTEN DSCR(1):        1.54x

 MORTGAGE RATE:               5.177%
--------------------------------------------------------------------------------

(1)   DSCR figures based on net cash flow unless otherwise noted.


--------------------------------------------------------------------------------
                         PORTFOLIO PROPERTY INFORMATION
--------------------------------------------------------------------------------

 PROPERTY TYPE:               Office

 PROPERTY SUB TYPE:           Suburban and CBD

 LOCATION:                    See Property Information

 YEAR BUILT/RENOVATED:        See Property Information

 NET RENTABLE SQUARE
      FEET(1):                1,443,151

 CUT-OFF BALANCE PER SF(1):   $70

 OCCUPANCY AS OF
      05/01/05(1):            87.1%

 OWNERSHIP INTEREST:          Fee (7), Leasehold (1)

 PROPERTY MANAGEMENT:         IPC Real Estate Management
                              LLC

 U/W NET CASH FLOW(1):        $10,247,930

 APPRAISED VALUE(1):          $161,980,000
--------------------------------------------------------------------------------

(1)   Information presented on an aggregate portfolio basis.


                                      E-21

--------------------------------------------------------------------------------
                            IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                                            ALLOCATED                                  OCCUPANCY
                                                            YEAR BUILT/   CUT-OFF DATE   NET RENTABLE     APPRAISED      AS OF
PROPERTY NAME                             CITY      STATE    RENOVATED       BALANCE      SQUARE FEET       VALUE      05/01/05
------------------------------------- ------------ ------- ------------- -------------- -------------- -------------- ----------

 Forum Office Park ..................  Louisville     KY    1984 / NAP    $ 23,961,300       328,368    $ 35,400,000      89.2%
 City Hall Plaza ....................  Manchester     NH    1991 / NAP      21,420,000       209,684      34,000,000      98.9
 Hurstbourne Business Center(1) .....  Louisville     KY   1971 / 2004      18,691,650       335,376      39,400,000      71.3
 Oxmoor Place .......................  Louisville     KY   1989 / 2005      11,023,000       136,246      15,200,000      91.1
 One and Two Chestnut Place .........   Worcester     MA   1924 / 1991      10,847,042       217,950      14,780,000      95.1
 Steeplechase .......................  Louisville     KY    1990 / NAP       5,767,000        76,666       7,900,000      92.9
 Lakeview ...........................  Louisville     KY    1989 / NAP       5,133,000        76,999       8,800,000      80.8
 Hunnington Place ...................  Louisville     KY    1988 / NAP       4,322,500        61,862       6,500,000      85.6
                                                                          ------------       -------    ------------      ----
 TOTAL / WTD. AVG. ..................                                     $101,165,492     1,443,151    $161,980,000      87.1%
</TABLE>
 (1)   With respect to the Hurstbourne Business Center, occupancy, appraised
      value and net rentable square feet do not include the Hurstbourne Plaza,
      the retail portion of the Hurstbourne Business Center, which was not
      underwritten.

--------------------------------------------------------------------------------
              IPC LOUISVILLE PORTFOLIO -- FINANCIAL INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                                              FULL YEAR         FULL YEAR         FULL YEAR
                                          UNDERWRITTEN       (12/31/04)        (12/31/03)        (12/31/02)
                                        ----------------  ----------------  ----------------  ----------------

 Effective Gross Income ..............    $ 23,455,554      $ 25,051,035      $ 24,995,447      $ 25,061,810
 Total Expenses ......................    $ 11,127,117      $ 11,096,970      $ 10,969,795      $ 10,618,647
 Net Operating Income (NOI) ..........    $ 12,328,437      $ 13,954,065      $ 14,025,652      $ 14,443,161
 Cash Flow (CF) ......................    $ 10,247,930      $ 13,954,065      $ 14,025,652      $ 14,443,161
 DSCR on NOI .........................           1.85x             2.10x             2.11x             2.17x
 DSCR on CF ..........................           1.54x             2.10x             2.11x             2.17x
</TABLE>
(1)   With respect to the Hurstbourne Business Center, information presented
      does not include the Hurstbourne Plaza, the retail portion of the
      Hurstbourne Business Center, which was not underwritten.

--------------------------------------------------------------------------------
                   FORUM OFFICE PARK -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                           RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                              MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
--------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 General Electric Company .............    Aaa/AAA      100,912       30.7%  $ 16.25     $1,639,820        30.7%    03/30/2012
 Aperture Credentialing, Inc. .........      A2/A        46,904       14.3   $ 16.75        785,642        14.7     04/30/2008
 Sprint United Management Co. .........   Not Rated      37,086       11.3   $ 16.50        611,919        11.5     04/30/2006
                                                        -------       ----               ----------        ----
 TOTAL ................................                 184,902       56.3%              $3,037,381        56.9%
</TABLE>
(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

--------------------------------------------------------------------------------
                    CITY HALL PLAZA -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                               RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                                  MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
------------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 Verizon ..................................     A2/A+       109,059       52.0%  $ 12.17     $1,327,248        43.2%    05/30/2007
 McLane, Graf, Raulerston & Middleton .....   Not Rated      57,426       27.4   $ 15.00        861,390        28.0     05/30/2012
 Merrill Lynch -- Corp. Svcs. Finance .....     Aa3/A+        8,817        4.2   $ 20.00        176,340         5.7     01/30/2010
                                                            -------       ----               ----------        ----
 TOTAL ....................................                 175,302       83.6%              $2,364,978        77.0%
</TABLE>
(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

                                      E-22


--------------------------------------------------------------------------------
                            IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
              HURSTBOURNE BUSINESS CENTER -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                              RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                                 MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
------------------------------------------ ------------- ----------- ---------- ---------- ------------- ------------- -----------

 National Health Services, Inc. ..........   Not Rated   55,280          16.3%  $ 15.25     $  843,020        14.6%    09/30/2011
 Central Bancshares, Inc. ................   Not Rated   19,201           5.7   $ 18.46        354,450         6.1     04/30/2015
 Deming, Malone, Livesay & Ostroff .......   Not Rated   18,722           5.5   $ 18.00        336,996         5.8     02/30/2012
                                                         ------          ----               ----------        ----
 TOTAL ...................................               93,203          27.5%              $1,534,466        26.6%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

--------------------------------------------------------------------------------
                      OXMOOR PLACE -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                   RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                      MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 Stored Value Systems .........   Not Rated   35,819          26.3%  $ 19.83     $  710,441        26.6%    08/30/2008
 Merrill Lynch ................     Aa3/A+    21,916          16.1   $ 22.00        482,152        18.0     01/30/2012
 DMI Furniture ................   Not Rated   12,830           9.4   $ 18.66        239,408         9.0     01/30/2006
                                              ------          ----               ----------        ----
 TOTAL ........................               70,565          51.8%              $1,432,001        53.6%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

--------------------------------------------------------------------------------
               ONE AND TWO CHESTNUT PLACE -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                             RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                                MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
----------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 Fallon Community Health Plan ...........   Not Rated     115,034       52.8%  $ 16.17     $1,859,755        47.4%    03/31/2020
 The Premier Insurance Company ..........     NR/A-        33,250       15.3   $ 22.08        734,102        18.7     08/31/2006
 Amica Mutual Insurance Company .........     NR/AA        14,822        6.8   $ 22.10        327,566         8.4     02/28/2007
                                                          -------       ----               ----------        ----
 TOTAL ..................................                 163,106       74.8%              $2,921,423        74.5%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

--------------------------------------------------------------------------------
                     STEEPLECHASE -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                          RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                             MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
-------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 Johnson Controls, Inc. ..............      A2/A        45,295       59.1%  $ 15.25     $  690,749        56.7%    09/30/2014
 New Hampshire Insurance Co. .........   Not Rated      16,133       21.0   $ 17.42        281,037        23.1     12/31/2005
 Aerotek, Inc. .......................   Not Rated       4,093        5.3   $ 16.00         65,488         5.4     08/31/2007
                                                        ------       ----               ----------        ----
 TOTAL ...............................                  65,521       85.5%              $1,037,274        85.1%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.


                                      E-23


--------------------------------------------------------------------------------
                            IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                       LAKEVIEW -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                                 RATINGS       TOTAL       % OF                POTENTIAL   % POTENTIAL     LEASE
TOP TENANTS                                    MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF      RENT         RENT      EXPIRATION
--------------------------------------------- ------------- ----------- ---------- ---------- ----------- ------------- -----------

 Horizon Research International .............   Not Rated       9,271       12.0%  $ 18.50     $171,514        12.6%    06/30/2008
 Mooser & Freibert Land Title Co., LLC ......   Not Rated       7,463        9.7   $ 16.50      123,140         9.1     01/31/2010
 Countrywide Home Loans, Inc. ...............      A3/A         6,720        8.7   $ 17.50      117,600         8.6     08/30/2005
                                                                -----       ----               --------        ----
 TOTAL ......................................                  23,454       30.5%              $412,253        30.3%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

--------------------------------------------------------------------------------
                   HUNNINGTON PLACE -- TENANT INFORMATION (1)
--------------------------------------------------------------------------------
<TABLE>

                                       RATINGS       TOTAL       % OF                POTENTIAL   % POTENTIAL      LEASE
TOP TENANTS                          MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF      RENT         RENT       EXPIRATION
----------------------------------- ------------- ----------- ---------- ---------- ----------- ------------- -------------

 Airlines Reporting Corp. .........   Not Rated      24,642       39.8%  $ 17.74     $437,149        42.2%     10/31/2005
 TEKSystems, Inc. .................   Not Rated       6,354       10.3   $ 15.50       98,487         9.5      01/31/2010
 Tech Skills, LLC .................   Not Rated       5,212        8.4   $ 16.10       83,913         8.1      11/30/2006
                                                     ------       ----               --------        ----
 TOTAL ............................                  36,208       58.5%              $619,549        59.8%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.


--------------------------------------------------------------------------------
                 FORUM OFFICE PARK -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          2          21,430          6.5%        21,430            6.5%        $  353,595
 2006 ..............          5          52,126         15.9         73,556           22.4%        $  860,508
 2007 ..............          3          26,199          8.0         99,755           30.4%        $  405,722
 2008 ..............          6          62,983         19.2        162,738           49.6%        $1,032,827
 2009 ..............          1          10,314          3.1        173,052           52.7%        $  165,024
 2010 ..............          2          12,806          3.9        185,858           56.6%        $  207,891
 2012 ..............          2         100,912         30.7        286,770           87.3%        $1,639,820
 MTM ...............          1           1,999          0.6        288,769           87.9%        $   30,485
 Vacant ............                     39,599         12.1        328,368          100.0%        $  643,813
                             --         -------        -----
 TOTAL .............         22         328,368        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.


                                      E-24


--------------------------------------------------------------------------------
                            IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                  CITY HALL PLAZA -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          3          11,798          5.6%        11,798            5.6%        $  245,080
 2007 ..............          3         113,108         53.9%       124,906           59.6%        $1,411,368
 2008 ..............          2           5,210          2.5%       130,116           62.1%        $  119,830
 2009 ..............          2           8,754          4.2%       138,870           66.2%        $  172,931
 2010 ..............          2          10,760          5.1%       149,630           71.4%        $  222,972
 2012 ..............          1          57,426         27.4%       207,056           98.7%        $  861,390
 MTM ...............          1             376          0.2%       207,432           98.9%        $    5,399
 Vacant ............                      2,252          1.1%       209,684          100.0%        $   32,993
                             --         -------        -----
 TOTAL .............         14         209,684        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.

--------------------------------------------------------------------------------
          HURSTBOURNE BUSINESS CENTER -- LEASE ROLLOVER SCHEDULE(1)(2)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(3)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          2           3,357          1.0%         3,357            1.0%        $   62,347
 2006 ..............         11          42,354         12.5%        45,711           13.5%        $  743,113
 2007 ..............         13          38,235         11.3%        83,946           24.8%        $  637,907
 2008 ..............          8          35,068         10.4%       119,014           35.1%        $  638,545
 2009 ..............          9          29,263          8.6%       148,277           43.8%        $  497,244
 2010 ..............          4          11,870          3.5%       160,147           47.3%        $  214,614
 2011 ..............          1          55,280         16.3%       215,427           63.6%        $  843,020
 2012 ..............          1          18,722          5.5%       234,149           69.1%        $  336,996
 2014 ..............          1           6,955          2.1%       241,104           71.2%        $  119,209
 2015 ..............          2          19,201          5.7%       260,305           76.9%        $  354,450
 MTM ...............          8           2,570          0.8%       262,875           77.6%        $   29,125
 Vacant ............                     75,754         22.4%       338,629          100.0%        $1,289,333
                             --          ------        -----
 TOTAL .............         60         338,629        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   With respect to the Hurstbourne Business Center, information presented
      does not include the Hurstbourne Plaza, the retail portion of the
      Hurstbourne Business Center, which was not underwritten.

(3)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.


                                      E-25


--------------------------------------------------------------------------------
                            IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                   OXMOOR PLACE -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          3           8,754          6.4%         8,754            6.4%        $  174,189
 2006 ..............          3          18,638         13.7         27,392           20.1%        $  349,760
 2007 ..............          3          12,112          8.9         39,504           29.0%        $  227,734
 2008 ..............          8          52,998         38.9         92,502           67.9%        $1,027,288
 2009 ..............          1           1,407          1.0         93,909           68.9%        $   26,733
 2010 ..............          1           1,920          1.4         95,829           70.3%        $   35,520
 2011 ..............          1           2,150          1.6         97,979           71.9%        $   38,700
 2012 ..............          1          21,916         16.1        119,895           88.0%        $  482,152
 2014 ..............          2           7,918          5.8        127,813           93.8%        $  161,122
 Vacant ............                      8,433          6.2        136,246          100.0%        $  149,930
                             --          ------        -----
 TOTAL .............         23         136,246        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.

--------------------------------------------------------------------------------
            ONE AND TWO CHESTNUT PLACE -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          1           1,480          0.7%         1,480            0.7%        $   20,720
 2006 ..............          7          62,610         28.7         64,090           29.4%        $1,288,062
 2007 ..............          4          19,626          9.0         83,716           38.4%        $  399,037
 2008 ..............          1           5,588          2.6         89,304           41.0%        $  108,631
 2020 ..............          4         115,034         52.8        204,338           93.8%        $1,859,755
 MTM ...............          1           1,351          0.6        205,689           94.4%        $   25,669
 Vacant ............                     12,261          5.6        217,950          100.0%        $  220,666
                             --         -------        -----
 TOTAL .............         18         217,950        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.

--------------------------------------------------------------------------------
                   STEEPLECHASE -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE      BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF     EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   ----------

 2005 ..............          1          16,133         21.0%    16,133               21.0%        $281,037
 2006 ..............          1           1,725          2.3     17,858               23.3%        $ 29,929
 2007 ..............          2           8,076         10.5     25,934               33.8%        $130,610
 2014 ..............          1          45,295         59.1     71,229               92.9%        $690,749
 Vacant ............                      5,437          7.1     76,666              100.0%        $ 86,432
                             --          ------        -----
 TOTAL .............          5          76,666        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.


                                      E-26


--------------------------------------------------------------------------------
                           IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                     LAKEVIEW -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE      BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF     EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   ----------

 2005 ..............          4          13,082         17.0%    13,082               17.0%        $235,501
 2006 ..............          7          11,705         15.2     24,787               32.2%        $205,027
 2008 ..............          2          11,192         14.5     35,979               46.7%        $206,092
 2009 ..............          3           9,571         12.4     45,550               59.2%        $167,261
 2010 ..............          1           7,463          9.7     53,013               68.8%        $123,140
 2011 ..............          1           4,322          5.6     57,335               74.5%        $ 75,635
 MTM ...............          1             521          0.7     57,856               75.1%        $  9,118
 Vacant ............                     19,143         24.9     76,999              100.0%        $338,077
                             --          ------        -----
 TOTAL .............         19          76,999        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.

--------------------------------------------------------------------------------
                 HUNNINGTON PLACE -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE      BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF     EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   ----------

 2005 ..............          2          25,588         41.4%    25,588               41.4%        $450,866
 2006 ..............          2           8,105         13.1     33,693               54.5%        $127,308
 2008 ..............          1           1,658          2.7     35,351               57.1%        $ 24,870
 2010 ..............          3          12,070         19.5     47,421               76.7%        $191,346
 Vacant ............                     14,441         23.3     61,862              100.0%        $241,914
                             --          ------        -----
 TOTAL .............          8          61,862        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.


                                      E-27


--------------------------------------------------------------------------------
                           IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                       SUMMARY OF SIGNIFICANT TENANTS(1)
--------------------------------------------------------------------------------

The IPC Louisville Portfolio is 87.1% leased by 145 office tenants at an
average lease rate of $16.57 per square foot. The six largest
tenants, representing 33.5% of the total net rentable area, are:

o FALLON COMMUNITY HEALTH PLAN (not rated) occupies 115,034 square feet (8.0%
  of portfolio net rentable area) at One & Two Chestnut Place. Fallon
  Community Health Plan, founded in 1977, is a not-for-profit HMO that
  provides health insurance products and related services to nearly 200,000
  members in central and eastern Massachusetts. The company's health insurance
  offerings include PPO, Point of Service (POS), Traditional Indemnity and
  Medicare. As of December 31, 2004, Fallon Community Health Plan reported
  $734 million in sales and had approximately 500 employees.

o VERIZON (NYSE: "VZ")(rated "A2" by Moody's and "A+" by S&P) occupies 109,059
  square feet (7.5% of portfolio net rentable area) at City Hall Plaza.
  Verizon was formed in 2000 when Bell Atlantic bought GTE. The company is a
  provider of communication services with four segments: Domestic Telecom,
  Domestic Wireless, Information Services and International. As of December
  31, 2004, Verizon reported sales of $7.83 billion and had approximately
  210,000 employees worldwide.

o GENERAL ELECTRIC COMPANY ("GE") (NYSE: "GE")(rated "Aaa" by Moody's and
  "AAA" by S&P) occupies 100,912 square feet (7.0% of portfolio net rentable
  area) at Forum Office Park. GE is a diversified industrial corporation
  engaged in developing, manufacturing and marketing a wide variety of
  products for the generation, transmission, distribution, control and
  utilization of electricity. As of December 31, 2004, GE reported sales of
  $151.3 billion and had approximately 307,000 employees worldwide.

o MCLANE, GRAF, RAULERSON & MIDDLETON (not rated) occupies 57,426 square feet
  (4.0% of portfolio net rentable area) at City Hall Plaza. Founded in 1919,
  McLane, Graf, Raulerson & Middleton specializes in business litigation,
  environmental law, estate planning, taxation and commercial bankruptcy for
  clients in the education, financial services, manufacturing, professional
  services, technology, telecommunications and energy sectors. Headquartered
  in New Hampshire, the firm has more than 75 attorneys and more than 25 legal
  assistants that work with clients in the New England area and nationally.
  The mortgaged property serves as a regional office for the law firm.

o NATIONAL HEALTH SERVICES, INC. (not rated) occupies 55,280 square feet (3.8%
  of portfolio net rentable area) at the Hurstbourne Business Center. Founded
  in 1984, National Health Services Inc. is a provider of care management
  services and is headquartered in Louisville, Kentucky. National Health
  Services, Inc. specializes in medical claims review and external quality
  oversight. National Health Services, Inc.'s line of businesses include:
  utilization management, case management, disease management and demand
  management. In March 2004, the company was acquired by SHPS Holdings, Inc.,
  a provider of integrated health and productivity and benefit management
  solutions to employers, health plans and government agencies.

o APERTURE CREDENTIALING, INC. (rated "A2" by Moody's and "A" by S&P) occupies
  46,904 square feet (3.2% of portfolio net rentable area) at Forum Office
  Park. Aperture Credentialing, Inc., one of the nation's largest Credentials
  Certification Organizations, builds and maintains health care practitioner
  information databanks. Aperture Credentialing, Inc. performs Primary Source
  Verification for over 90,000 practitioners by gathering, verifying,
  preparing and delivering information for health plans and hospitals.
  Aperture Credentialing is a wholly owned subsidiary of United Health Group,
  Inc., a health care services and consulting provider providing services and
  products to over 55 million customers.

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


(1)   Summary is presented on an aggregate portfolio basis.


                                      E-28


--------------------------------------------------------------------------------
                           IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------
THE LOAN:

o The IPC Louisville Portfolio Loan is secured by a first mortgage on eight
  individual properties located in Louisville, Kentucky (six properties),
  Manchester, New Hampshire (one property) and Worcester, Massachusetts (one
  property).

THE BORROWER:

o IPC Louisville Properties, LLC, a Delaware limited liability company, is a
  newly formed single-purpose, bankruptcy-remote entity that holds fee or, in
  one case, leasehold interests in the IPC Louisville Portfolio Mortgaged
  Properties. The IPC Louisville Portfolio Borrower is managed by a board of
  managers, which includes at least two independent managers. At origination,
  a nonconsolidation opinion was delivered with respect to the IPC Louisville
  Portfolio Borrower and its sole member. The sole member of the IPC
  Louisville Portfolio Borrower, IPC LP/WP Holdings, LLC, a Delaware limited
  liability company, is a newly formed single-purpose limited liability
  company.

o The sponsor of the IPC Louisville Portfolio Borrower is IPC (US), Inc., a
  Delaware corporation, which indirectly owns and controls a portfolio of 26
  office and six retail properties throughout the United States containing
  7.56 million square feet with over 500 tenants. IPC (US), Inc. is liable
  under the indemnity and guaranty agreement for losses and damages arising
  from certain "bad acts." IPC (US), Inc. is also liable under an indemnity
  and guaranty agreement for the full amount of the loan due to certain other
  springing recourse events until the first anniversary date of the closing
  date and thereafter up to 10% of the outstanding principal balance of the
  loan.

o The IPC Louisville Portfolio Borrower is affiliated with the borrowers under
  the IPC New York/Wichita Portfolio Loan.

o In addition, IPC Realty, LLC (which is an indirect subsidiary of the sponsor
  and an indirect parent of the IPC Louisville Portfolio Borrower), has
  entered into a revolving credit facility with two affiliate borrowers and a
  group of syndicated lenders. Under this credit facility, IPC Realty, LLC and
  the two affiliate borrowers are entitled to borrow up to $200,000,000 from
  the lenders, which debt is secured by ownership interests in the IPC
  Louisville Portfolio Borrower and other entities that own commercial real
  estate.

THE PROPERTY:

o The IPC Louisville Mortgaged Property consists of eight properties that are
  located in Louisville, Kentucky (six properties), Manchester, New Hampshire
  (one property) and Worcester, Massachusetts (one property). The eight
  properties are part of a larger 3,500,000 square foot portfolio that was
  purchased by IPC (US), Inc. in May 1998.

o Forum Office Park comprises four office buildings, Forum 1, 2 and 3 (each,
  two-story) and Forum 4 (three-story) located on a 22.0 acre parcel in
  eastern Louisville, Kentucky on the east side of Hurstbourne Lane, north of
  Shelbyville Road. The buildings were constructed in 1984 and contain a total
  of 328,368 square feet. As of May 1, 2005, Forum Office Park was 89.2%
  occupied by 18 tenants. There are 1,347 parking spaces at the property.

o City Hall Plaza is a 20-story office building located on a 0.3 acre parcel
  in downtown Manchester, New Hampshire just east of Interstate 293 (Everett
  Turnpike) and the Merrimack River. The building was constructed in 1991 and
  has a net rentable area of 209,684 square feet. As of May 1, 2005, the
  property was 98.9% occupied by 14 tenants and has 69 parking spaces.

o Hurstbourne Business Center comprises two office buildings (Hurstbourne Park
  and Hurstboune Place) and one retail building (Hurstbourne Plaza), located
  on a 20.2 acre parcel in the eastern portion of Louisville, Kentucky on the
  southeast corner of Shelbyville Road and Whittington Parkway, west of
  Hurstbourne Road. The office properties, which contain a total of 335,376
  square feet, were constructed in 1971 and 1982, and were renovated in 2004.
  As of May 1, 2005, the office properties were 71.3% occupied by 56 tenants.
  The property has a total of 1,183 parking spaces between the two office
  properties. The retail building, Hurstbourne Plaza, may be released from the
  lien of the related mortgage without payment of a release price. No loan
  amount, cash flow or value has been attributed to such retail building due
  to its anticipated release.

o Oxmoor Place is improved with a four-story office building with a net
  rentable area of 136,246 square feet located on a 9.4 acre parcel in eastern
  Louisville, Kentucky. This property is located on Bullitt Lane south of
  Shelbyville Road (Highway 60) in close proximity to Interstate 264. The
  property was built in 1989 and is currently undergoing renovation at an
  estimated cost of $650,000. As of May 1, 2005, Oxmoor Place was 91.1%
  occupied by 19 tenants. There are approximately 501 parking spaces at the
  property including 20 covered spaces below the building. The IPC Louisville
  Portfolio Borrower has a leasehold interest in this mortgaged property.
  However, the IPC Louisville Portfolio Borrower has exercised an option to
  purchase the underlying fee interest on December 31, 2008 for a purchase
  price of $5,736,250, at which time the fee interest will become subject to
  the lien of the mortgage. The IPC Louisville Portfolio Borrower has assigned
  its purchase right to the lender and the ground lessor has acknowledged such
  assignment. In addition, the IPC Louisville Portfolio Borrower 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 and IPC (US), Inc. will be
  liable for any losses arising from the IPC Louisville Portfolio Borrower's
  failure to purchase the lessor's interest under the ground lease.
-------------------------------------------------------------------------------


                                      E-29


--------------------------------------------------------------------------------
                           IPC LOUISVILLE PORTFOLIO
--------------------------------------------------------------------------------

o One and Two Chestnut Place is an office property located in downtown
  Worcester, Massachusetts located one block from Main Street, comprised of
  two adjacent buildings, One Chestnut Place and Two Chestnut Place. One
  Chestnut Pace is an 11-story office building comprised of 187,357 square
  feet. The building was constructed in 1991 and is located above two levels
  of parking space. Two Chestnut Place, located adjacent to One Chestnut
  Place, is a four-story office building, with two levels of parking below
  grade, in addition to the lobby-level parking. The building was constructed
  in 1924 and last renovated in 1989. The property has a net rentable area of
  217,950 square feet and is located on a 1.2 acre parcel. As of May 1, 2005,
  One and Two Chestnut Place was 95.1% occupied by 13 tenants. There are 645
  parking spaces at the mortgaged property.

o Steeplechase is a three-story office building located on a 5.1 acre parcel
  in an eastern suburban area of eastern Louisville, Kentucky between I-64 and
  Taylorsville Road on Bunsen Parkway. The building was constructed in 1990
  and has a net rentable area of 76,666 square feet. As of May 1, 2005, the
  building was 92.9% occupied by five tenants. The property is improved with
  222 outdoor parking spaces.

o Lakeview is a four-story office building located on a 5.2 acre parcel in
  northeastern Louisville, Kentucky just west of Interstate 264 and north of
  Interstate 64. Built in 1989, the building has a net rentable area of 76,999
  square feet and was 80.8% occupied as of May 1, 2005, by 16 tenants. There
  are approximately 275 parking spaces at the mortgaged property. The site is
  improved with two reflecting ponds with fountains in each.

o Hunnington Place is a three-story office building located on a 2.8 acre
  parcel in an eastern suburban area of Louisville, Kentucky. The property is
  located on the west side of Bunsen Parkway north of the intersection of
  Hurstbourne Parkway and Bunsen Parkway. The building was constructed in 1988
  and has a net rentable area of 61,862 square feet. As of May 1, 2005, the
  building was 85.6% occupied by eight tenants. There are 190 parking spaces
  at the mortgaged property.

PROPERTY MANAGEMENT:

o The IPC Louisville Portfolio is managed by IPC Real Estate Management LLC,
  an affiliate of the IPC Louisville Portfolio Borrower. IPC Real Estate
  Management LLC is a subsidiary of IPC (US) Inc., a publicly-traded REIT
  listed on the Canadian Stock Exchange.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Not Allowed.

RELEASE OR SUBSTITUTION OF PROPERTY:

o The release of one or more of the IPC Louisville Portfolio Mortgaged
  Properties will be permitted if, among other things, (i) the IPC Louisville
  Portfolio Mortgage 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 IPC Louisville Portfolio Mortgaged
  Properties following the release is at least equal to the greater of 1.40x
  or the debt service coverage ratio for the 12 months preceding the release
  date, (iii) the loan-to-value percentage with respect to the remaining IPC
  Louisville Portfolio Mortgaged Properties is not greater than the lesser of
  (a) 63.0% or (b) the loan-to-value percentage immediately prior to release.
  Hurstbourne Plaza, the retail building of the Hurstbourne Business Center
  property, may be released without consideration, in accordance with the
  terms of the related loan agreement. In addition, see "Additional
  Information-- The Property--Hurstbourne Business Center" for information
  regarding the release of a portion of the Hurstbourne Business Center
  property.
-------------------------------------------------------------------------------



                                      E-30


--------------------------------------------------------------------------------
                           MISSION POINTE APARTMENTS
--------------------------------------------------------------------------------

                           SIGNIFICANT MORTGAGE LOANS

MISSION POINTE APARTMENTS

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

 LOAN SELLER:                  Bank of America

 ORIGINAL PRINCIPAL BALANCE:   $84,000,000

 FIRST PAYMENT DATE:           February 1, 2005

 TERM/AMORTIZATION:            84/360 months

 INTEREST ONLY PERIOD:         24 months

 MATURITY DATE:                January 1, 2012

 EXPECTED MATURITY BALANCE:    $77,880,148

 BORROWING ENTITY:             Mission Pointe Holdings, LLC

 INTEREST CALCULATION:         Actual/360

 CALL PROTECTION:              Lockout/Defeasance:
                               80 payments
                               Open: 4 payments

 UP-FRONT RESERVES:

   TAX RESERVE:                Yes

   IMMEDIATE REPAIR RESERVE:   $354,374

 ONGOING MONTHLY RESERVES:

   TAX RESERVE:                Yes

   REPLACEMENT RESERVE:        $11,569
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:     $84,000,000

 CUT-OFF DATE LTV:         79.8%

 MATURITY DATE LTV:        74.0%

 UNDERWRITTEN DSCR(1):     1.11x

 MORTGAGE RATE(2):         5.263%

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

(1)   DSCR figures based on net cash flow unless otherwise noted.

(2)   The interest rate was rounded to three decimal places.

--------------------------------------------------------------------------------
                    PROPERTY INFORMATION
--------------------------------------------------------------------------------

 PROPERTY TYPE:                Multifamily

 PROPERTY SUB TYPE:            Garden Style

 LOCATION:                     Sunnyvale, CA

 YEAR BUILT/RENOVATED:         1990/NAP

 UNITS:                        617

 CUT-OFF BALANCE PER UNIT:     $136,143

 OCCUPANCY AS OF 04/01/05:     95.0%

 OWNERSHIP INTEREST:           Fee

 PROPERTY MANAGEMENT:          Alliance Residential, LLC

 U/W NET CASH FLOW:            $6,167,656

 APPRAISED VALUE:              $105,200,000



                                      E-31


--------------------------------------------------------------------------------
                           MISSION POINTE APARTMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                        ANNUALIZED
                                                       MOST RECENT      FULL YEAR
                                       UNDERWRITTEN     (03/31/05)      (12/31/04)
                                      -------------- --------------- ---------------

 Effective Gross Income .............  $ 8,975,744     $ 8,673,272     $ 8,944,748
 Total Expenses .....................  $ 2,669,263       2,279,850     $ 2,858,359
 Net Operating Income (NOI) .........  $ 6,306,481     $ 6,393,422     $ 6,086,389
 Cash Flow (CF) .....................  $ 6,167,656     $ 6,369,582     $ 6,045,669
 DSCR on NOI ........................        1.13x           1.15x           1.09x
 DSCR on CF .........................        1.11x           1.14x           1.08x
</TABLE>


<TABLE>

                                      1 BEDROOM     2 BEDROOM
                                     -----------   ----------

 Number of Units .................         302          315
 Average Rent ....................      $1,022       $1,361
 Average Unit Size (SF) ..........         659        1,045
</TABLE>



                                      E-32


--------------------------------------------------------------------------------
                           MISSION POINTE APARTMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Mission Pointe Apartments Loan is an $84 million, seven-year fixed rate
  loan secured by a first mortgage on a three-story, 617-unit apartment
  complex located in Sunnyvale, Santa Clara County, California. The Mission
  Pointe Apartments Loan is interest only for the first two years and matures
  on January 1, 2012 at an annual interest rate, rounded to three decimal
  places, of 5.623%.

THE BORROWER:

o The Mission Pointe Apartments Borrower is Mission Pointe Holdings, LLC a
  Delaware limited liability corporation, an affiliate of Nearon Enterprises
  of Danville, California. Mission Pointe Holdings, LLC is a single-purpose,
  bankruptcy-remote entity with at least one independent director for which
  Borrower's legal counsel has delivered a non-consolidation opinion. Nearon
  Enterprises is a privately held development and investment company that owns
  and manages commercial and residential property.

o Controlled by the Arthur D. Nearon family, with minority interests held by
  Nearon employees and outside parties, Nearon Enterprises currently owns and
  manages in excess of 3.5 million square feet of commercial and residential
  property. The majority of Nearon Enterprises' holdings are managed from
  Nearon Enterprises' office in Danville, California by David Christenson and
  Gregory Chabolla. Mr. Christenson and Mr. Chabolla each have extensive real
  estate backgrounds.

THE PROPERTY:

o The collateral for the Mission Pointe Apartments mortgage loan consists of a
  fee simple interest in a 617-unit apartment complex consisting of 25
  three-story, garden style apartment buildings encompassing 528,192 square
  feet across 22.1 acres of land. The property is located in Sunnyvale, Santa
  Clara County, California. Constructed in 1990, the Mission Pointe Apartments
  Mortgaged Property's 617 units are comprised of 110 junior one bed/one bath,
  192 one bed/one bath, 98 two bed/one bath and 217 two bed/two bath units.
  Project amenities include three swimming pools, spas, a common picnic area
  and two tennis courts. There is also a 4,400 square-foot fitness center in
  the main building, including a sauna and racquetball court. Many units also
  feature washer/dryer hookups, fireplaces and vaulted ceilings.

o The Mission Pointe Apartments Borrower is generally required at its sole
  cost and expense to keep the Mission Pointe Apartments Mortgaged Property
  insured against loss or damage by fire and other risks addressed by coverage
  of a comprehensive all risk insurance policy.

PROPERTY MANAGEMENT:

o Alliance Residential, LLC manages the Mission Pointe Apartments Mortgaged
  Property and is the management arm of the real estate investment trust BRE
  Properties, Inc. (which was formed in 1997). Together, BRE Properties, Inc.
  owns more than 80 apartment communities and Alliance Residential, LLC
  operates 120 apartment communities, totaling over 52,000 units owned or
  operated in California, Arizona, Washington, Utah and Colorado (including
  4,000 units in the San Francisco Bay area).

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

 o Not allowed.
-------------------------------------------------------------------------------


                                      E-33


--------------------------------------------------------------------------------
                                   FIESTA MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                           SIGNIFICANT MORTGAGE LOANS
--------------------------------------------------------------------------------

FIESTA MALL

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
 LOAN SELLER:                    Bank of America

 ORIGINAL PRINCIPAL BALANCE:     $84,000,000

 FIRST PAYMENT DATE:             February 1, 2005

 TERM/AMORTIZATION:              120/0 months

 INTEREST ONLY PERIOD:           120 months

 MATURITY DATE:                  January 1, 2015

 EXPECTED MATURITY BALANCE:      $84,000,000

 BORROWING ENTITY:               Macerich Fiesta Mall LLC

 INTEREST CALCULATION:           Actual/360

 CALL PROTECTION:                Lockout/Defeasance:
                                 114 payments
                                 Open: 6 payments

 UP-FRONT RESERVES:

   TAX RESERVE:                  Yes

 ONGOING MONTHLY RESERVES:

   TAX RESERVE:                  Yes

 LOCKBOX:                        Hard
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:           $84,000,000

 SHADOW RATING (MOODY'S/S&P):    Baa3/AAA

 CUT-OFF DATE LTV:               59.7%

 MATURITY DATE LTV:              59.7%

 UNDERWRITTEN DSCR(1):           2.65x

 MORTGAGE RATE:                  4.875%
--------------------------------------------------------------------------------

(1)   DSCR figures based on net cash flow unless otherwise noted.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------

 PROPERTY TYPE:                 Retail

 PROPERTY SUB TYPE:             Regional Mall

 LOCATION:                      Mesa, AZ

 YEAR BUILT/RENOVATED:          1979/2000

 NET RENTABLE SQUARE FEET:      309,092

 CUT-OFF BALANCE PER SF:        $272

 OCCUPANCY AS OF 04/30/05:      95.6%

 OWNERSHIP INTEREST:            Fee

 PROPERTY MANAGEMENT:           Macerich Westcor
                                Management LLC

 U/W NET CASH FLOW:             $10,984,006

 APPRAISED VALUE:               $140,600,000


                                      E-34


--------------------------------------------------------------------------------
                                  FIESTA MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                              ANNUALIZED
                                                              MOST RECENT         FULL YEAR
                                          UNDERWRITTEN        (10/31/04)         (12/31/03)
                                        ----------------   ----------------   ----------------

 Effective Gross Income .............     $ 18,147,823       $ 17,959,310       $ 17,523,590
 Total Expenses .....................     $  6,699,023       $  6,118,573       $  6,067,584
 Net Operating Income (NOI) .........     $ 11,448,800       $ 11,840,737       $ 11,456,006
 Cash Flow (CF) .....................     $ 10,984,006       $ 11,840,737       $ 10,296,026
 DSCR on NOI ........................            2.76x              2.85x              2.76x
 DSCR on CF .........................            2.65x              2.85x              2.48x
</TABLE>


--------------------------------------------------------------------------------
                              TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                   RATINGS       TOTAL       % OF                POTENTIAL   % POTENTIAL      LEASE
TOP TENANTS                      MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF      RENT         RENT       EXPIRATION
------------------------------- ------------- ----------- ---------- ---------- ----------- ------------- -------------

 Forever 21 ...................   Not Rated      15,146       4.9%   $ 23.00     $348,358         2.9%     04/30/2013
 Abercrombie & Fitch ..........   Not Rated       9,624       3.1    $ 23.00      221,352         1.8      09/30/2006
 Victoria's Secret ............   Baa2/BBB        9,175       3.0    $ 32.00      293,600         2.4      01/31/2011
                                                 ------      ----                --------         ---
 TOTAL ........................                  33,945      11.0%               $863,310         7.1%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursements.

--------------------------------------------------------------------------------
                           LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION        EXPIRING         SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............         11          24,600          8.0%        24,600            8.0%        $  868,432
 2006 ..............         11          31,077         10.1         55,677           18.0%        $  981,000
 2007 ..............         12          26,689          8.6         82,366           26.6%        $1,014,448
 2008 ..............         12          37,380         12.1        119,746           38.7%        $1,326,983
 2009 ..............         16          27,308          8.8        147,054           47.6%        $1,062,285
 2010 ..............         18          26,396          8.5        173.450           56.1%        $1,632,055
 2011 ..............         12          30,248          9.8        203,698           65.9%        $1,361,600
 2012 ..............          9          20,486          6.6        224,184           72.5%        $  759,363
 2013 ..............          6          23,810          7.7        247,994           80.2%        $  695,359
 2014 ..............         10          20,445          6.6        268,439           86.8%        $1,021,974
 2015 ..............          4          12,626          4.1        281,065           90.9%        $  372,588
 Vacant ............                     28,027          9.1        309,092          100.0%        $1,106,470
                            ---          ------        -----
 TOTAL .............        121         309,092        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.


                                      E-35


--------------------------------------------------------------------------------
                                  FIESTA MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The Fiesta Mall Mortgaged Property is approximately 95.6% occupied. The
collateral consists of a two-story in-line portion of the mall, which is leased
to more than 121 mall shops and food court tenants as well as 23 kiosks. The
Fiesta Mall is anchored by Macy's (205,365 square feet), Dillard's (195,395
square feet), Robinsons-May (154,728 square feet) and Sears (168,068 square
feet), which are tenant-owned and not part of the collateral. The three largest
tenants of the Fiesta Mall Mortgaged Property, representing 11.0% of the gross
leasable area, are:

o FOREVER 21 (not rated) occupies approximately 15,146 square feet (4.9% of
  net rentable area) under a 10-year lease expiring on April 30, 2013. Founded
  in 1984 by owner and CEO Don Chang, Forever 21 operates more than 200 mainly
  mall-based United States stores, under the Forever 21 brand. Forever 21
  offers fashions for women and junior girls. Most of the retailer's apparel
  is private label and made in Southern California. In 2004, Forever 21
  reported $640 million in revenue.

o ABERCROMBIE & FITCH (NYSE "ANF") (not rated) occupies approximately 9,624
  square feet (3.1% of net rentable area) under a 10-year lease expiring on
  September 30, 2006. Abercrombie & Fitch sells men's, women's and children's
  casual clothes and accessories. It targets teenagers and offers a growing
  chain of teen stores called Hollister and children's stores called
  Abercrombie. For fiscal year ended January 29, 2005, Abercrombie & Fitch
  reported revenues of $2.0 billion and net income of $216 million. As of
  January 29, 2005, Abercrombie & Fitch reported total assets of $1.35 billion
  and stockholder's equity of $669 million.

o VICTORIA'S SECRET (NYSE "LTD") (rated "Baa2" by Moody's and "BBB" by S&P)
  occupies approximately 9,175 square feet (3.0% of net rentable area) under a
  10-year lease expiring on January 31, 2011. Victoria's Secret is owned by
  Limited Brands, Inc. Limited Brands, Inc. operates more than 3,800 stores
  under six retail brand names -- Express, The Limited, Victoria's Secret,
  Bath & Body Works, The White Barn Candle Company and Henri Bendel.
  Victoria's Secret operates 1,009 stores selling women's intimate and other
  apparel and personal care products and accessories. For fiscal year ended
  January 29, 2005, Limited Brands, Inc. reported revenues of $9.4 billion and
  net income of $705 million and stockholder's equity of $2.3 billion.
-------------------------------------------------------------------------------


                                      E-36


--------------------------------------------------------------------------------
                                  FIESTA MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Fiesta Mall Mortgage Loan is an $84 million, ten-year fixed rate loan
  secured by a first mortgage on a regional mall located in Mesa, Maricopa
  County, Arizona. The Fiesta Mall Mortgage Loan is interest-only for the
  entire loan term and matures on January 1, 2015 at an annual interest rate
  of 4.875%.

THE BORROWER:

o The Fiesta Mall Borrower is Macerich Fiesta Mall LLC, a single asset,
  single-purpose entity, whose sole member is Macerich FM SPE LLC. All
  entities will be wholly owned affiliates of the Macerich Company, an
  umbrella real estate investment trust ("REIT") (NYSE "MAC").

o Based in Santa Monica, California, the Macerich Company is a fully
  integrated, self-administered, umbrella partnership REIT that acquires,
  redevelops, leases, manages and owns regional shopping malls and community
  shopping centers. Built almost entirely through acquisitions and
  redevelopment since 1964, the company's portfolio consists of 80 malls and
  community shopping centers throughout the United States, encompassing
  approximately 61 million square feet. The Macerich Company, currently the
  fourth largest public mall operator in the United States, owns approximately
  60 regional malls, the majority of which are in California and Arizona.

THE PROPERTY:

o The Fiesta Mall Mortgaged Property is an enclosed regional mall built in
  1979 and most recently renovated in 2000. The collateral consists of a
  two-story in-line portion of the mall, which is leased to more than 121 mall
  shops and food court tenants as well as 23 kiosks. The total net rentable
  area of 309,092 square feet sits atop 32.8 acres. On-site surface parking in
  a surrounding asphalt lot contains 2,070 parking spaces. In addition,
  anchor-owned multi-story concrete parking structures currently contain 3,682
  parking spaces. The Fiesta Mall is anchored by Macy's (205,365 square feet),
  Dillard's (195,395 square feet), Robinsons-May (154,728 square feet) and
  Sears (168,068 square feet), which are tenant-owned and not part of the
  collateral.

PROPERTY MANAGEMENT:

o Macerich Westcor Management LLC currently manages the Fiesta Mall Mortgaged
  Property. Macerich Westcor, a Fiesta Mall Borrower related entity, was
  founded in 1964 and manages approximately 18 million square feet in the
  greater Phoenix area. Its parent company, the Macerich Company, is a
  fully-integrated, self-administered, umbrella partnership REIT that owns and
  operates over 76 million square feet of gross leaseable area.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Not allowed.
-------------------------------------------------------------------------------


                                      E-37


--------------------------------------------------------------------------------
                                 QUEENS ATRIUM
--------------------------------------------------------------------------------

                           SIGNIFICANT MORTGAGE LOANS

QUEENS ATRIUM


--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

 LOAN SELLER:                    Bank of America

 ORIGINAL PRINCIPAL BALANCE:     $76,720,000

 FIRST PAYMENT DATE:             October 1, 2004

 TERM/AMORTIZATION:              120/360 months

 INTEREST ONLY PERIOD:           24 months

 MATURITY DATE:                  September 1, 2014

 EXPECTED MATURITY BALANCE:      $68,694,209

 BORROWING ENTITY:               Celtic Holdings, LLC

 INTEREST CALCULATION:           Actual/360

 CALL PROTECTION:                Lockout/Defeasance:
                                 117 payments
                                 Open: 3 payments

 ADDITIONAL FINANCING:           $43,280,000 in existing
                                 mezzanine indebtedness.

 UP-FRONT RESERVES:

   TAX RESERVE:                  Yes

   NYC HIGH SCHOOL RESERVE:      $3,000,000

 ONGOING MONTHLY RESERVES:

   TAX RESERVE:                  Yes

   REPLACEMENT RESERVE:          $21,083

   NYU HEADQUARTERS EXCESS       Springing
      CASH RESERVE(1):

   DEVRY EXCESS CASH             Springing
      RESERVE(2):

   NYC-DDC EXCESS CASH           Springing
      RESERVE(3):

 LOCKBOX:                        Hard
--------------------------------------------------------------------------------

(1)   NYU Headquarters Excess Cash Reserve, which shall not exceed $3,500,000,
      commences on March 1, 2010 if NYC Construction Authority does not extend
      the term of the NYC Headquarters Lease on or before February 28, 2010.

(2)   DeVry Excess Cash Reserve, which shall not exceed $2,300,000, commences
      on April 1, 2012 if DeVry Inc. does not extend the term of the DeVry
      Lease on or before March 31, 2012.

(3)   NYC-DDC Excess Cash Reserve, which shall not exceed $3,200,000, commences
      on January 1, 2014 if the City of New York does not extend the term of
      the NYC-DDC Lease on or before December 31, 2013 for a term lasting two
      years beyond the Maturity Date.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:            $76,720,000

 SHADOW RATING (MOODY'S/S&P):     Baa3/AAA

 CUT-OFF DATE LTV:                51.1%

 MATURITY DATE LTV:               45.8%

 UNDERWRITTEN DSCR(1):            2.06x

 MORTGAGE RATE(2):                5.778%
--------------------------------------------------------------------------------

(1)   DSCR figures based on net cash flow unless otherwise noted.

(2)   The interest rate was rounded to three decimal places.

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------

 PROPERTY TYPE:                Office

 PROPERTY SUB TYPE:            Central Business
                               District

 LOCATION:                     Long Island City, NY

 YEAR BUILT/RENOVATED:         1965/2004

 NET RENTABLE SQUARE FEET:     1,000,189

 CUT-OFF BALANCE PER SF:       $77

 OCCUPANCY AS OF 03/31/05:     96.0%

 OWNERSHIP INTEREST:           Fee

 PROPERTY MANAGEMENT:          Jeffrey Management
                               Corp.

 U/W NET CASH FLOW:            $ 10,889,752

 APPRAISED VALUE:              $150,000,000
--------------------------------------------------------------------------------


                                      E-38


--------------------------------------------------------------------------------
                                 QUEENS ATRIUM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                               FULL YEAR          FULL YEAR          FULL YEAR
                                          UNDERWRITTEN        (12/31/04)         (12/31/03)         (12/31/02)
                                        ----------------   ----------------   ----------------   ----------------

 Effective Gross Income .............     $ 19,150,879       $ 16,374,742       $ 15,611,105       $ 19,487,626
 Total Expenses.. ...................     $  7,117,780       $  6,825,671       $  6,932,343       $  6,698,314
 Net Operating Income (NOI) .........     $ 12,033,099       $  9,549,071       $  8,678,762       $ 12,789,312
 Cash Flow (CF) .....................     $ 10,889,752       $  9,549,071       $  8,678,762       $ 12,789,312
 DSCR on NOI ........................             2.28x              1.81x              1.64x              2.42x
 DSCR on CF .........................             2.06x              1.81x              1.64x              2.42x
</TABLE>

--------------------------------------------------------------------------------
                             TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                           RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL       LEASE
TOP TENANTS                              MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF     RENT(2)         RENT      EXPIRATION(3)
--------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- --------------

 New York City School Construction
  Authority ...........................   Not Rated     480,651       48.1%  $ 17.45     $ 8,388,356       46.9%      09/30/2011
 New York City Department of Design
  and Construction ....................   Not Rated     210,191       21.0   $ 17.64       3,707,769       20.7       01/21/2014
 DeVry School .........................   Not Rated     155,430       15.5   $ 20.25       3,147,458       17.6       04/30/2014
 New York City Department of
  Transportation ......................   Not Rated      49,669        5.0   $ 18.25         906,459        5.1       04/07/2008
                                                        -------       ----               -----------       ----
 TOTAL ................................                 895,941       89.6%              $16,150,042       90.2%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % of Potential
      Rent include base rent only and exclude common area maintenance and
      reimbursements.

(2)   Includes New York City School Authority rooftop Antenna rent.

(3)   New York City School Construction Authority has multiple leases with
      multiple lease expirations, including February 18, 2019 and April 30,
      2020.

--------------------------------------------------------------------------------
                           LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                          # OF LEASES      EXPIRING        % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION          EXPIRING          SF         TOTAL SF      TOTAL SF      % OF TOTAL SF     EXPIRING(2)
----------------------   -------------   ------------   ----------   ------------   ---------------   ------------

 2005 ................        2               6,001          0.6%         6,001            0.6%        $  137,120
 2006 ................        1               2,980          0.3          8,981            0.9%        $   56,907
 2008 ................        2              69,002          6.9         77,983            7.8%        $1,194,038
 2011 ................        1             236,522         23.6        314,505           31.4%        $4,317,956
 2014 ................        3             375,371         37.5        689,876           69.0%        $7,055,102
 2016 ................        1              14,276          1.4        704,152           70.4%        $  171,866
 2019 ................        1             122,320         12.2        826,472           82.6%        $1,860,876
 2020 ................        1             121,809         12.2        948,281           94.8%        $2,209,525
 Management ..........                        1,895          0.2        950,176           95.0%
 Vacant ..............                       50,013          5.0      1,000,189          100.0%        $  893,708
                             --          ----------        -----
 TOTAL ...............       12           1,000,189        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   Includes New York City School Authority rooftop antenna in Year 2020.


                                      E-39


--------------------------------------------------------------------------------
                                 QUEENS ATRIUM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The four largest tenants, representing 89.6% of the total net rentable square
feet, are:

o NEW YORK CITY SCHOOL CONSTRUCTION AUTHORITY ("NYC SCA") (not rated) occupies
  a total of 480,651 square feet (48.1% of square feet, 46.9% of income) under
  three leases with expiration dates ranging from September 30, 2011 to April
  30, 2020 with two 5-year renewal options. The average rental rate per square
  foot is $17.45. The NYC SCA was established by the New York State
  Legislature in December 1988 to build and manage the design, construction
  and renovation of capital projects in New York City's more than 1,200 public
  school buildings, half of which were constructed prior to 1949. Since its
  inception, the NYC SCA has delivered 164 new schools, additions and mini
  schools, dozens of major modernizations, athletic fields and playgrounds and
  hundreds of transportable classroom units.

o NEW YORK CITY DEPARTMENT OF DESIGN AND CONSTRUCTION ("NYC DDC") (not rated)
  occupies a total of 210,191 square feet (21.0% of square feet, 20.7% of
  income) under an 18-year lease expiring January 21, 2014. The rental rate
  per square foot is $17.64. The NYC DDC designs and builds New York City's
  streets and highways, sewers and water mains, as well as public buildings
  such as libraries, museums, firehouses and police stations. The NYC DDC was
  created in October 1995. The NYC DDC assumed responsibility for the many
  varied construction projects formerly performed by the Departments of
  Transportation, Environmental Protection and General Services.

o DEVRY SCHOOL (not rated) occupies 155,430 square feet (15.5% of square feet,
  17.6% of income) under a lease expiring on April 30, 2014 with two five-year
  renewal options. The current rental rate per square foot is $20.25. DeVry is
  one of the largest publicly held, international, higher education companies
  in North America. DeVry School through its wholly owned subsidiaries,
  engages in the ownership and operation of DeVry University, Ross University
  and Becker Professional Review. DeVry University is a private degree
  granting higher education system in North America. DeVry University provides
  DeVry undergraduate programs in technology and business. Ross University
  operates two schools that include Ross University School of Medicine and
  Ross University School of Veterinary Medicine. Becker Professional Review
  prepares candidates for the Certified Public Accountant, Certified
  Management Accountant and Chartered Financial Analyst professional
  certification examinations. DeVry School offers its services worldwide.
  DeVry School was founded in 1987 and is headquartered in Oakbrook Terrace,
  Illinois.

o NEW YORK CITY DEPARTMENT OF TRANSPORTATION ("NYC DOT") (not rated) occupies
  a total of 49,669 square feet (5.0% of square feet, 5.1% of income) under a
  ten-year lease expiring April 7, 2008 with one five-year renewal option. The
  current rental rate per square foot is $18.25. The NYC DOT manages New York
  City's transportation infrastructure, including city streets, highways,
  sidewalks and bridges. The NYC DOT is responsible for installing and
  maintaining street signs, traffic signals, and street lights, as well as
  resurfacing streets, repairing street defects, installing and maintaining
  parking meters, managing municipal parking facilities, and operating the
  Staten Island Ferry.
-------------------------------------------------------------------------------



                                      E-40


--------------------------------------------------------------------------------
                                  QUEENS ATRIUM
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The Queens Atrium Mortgage Loan is a $76.72 million, ten-year loan secured
  by a first mortgage on two office buildings located in Long Island City,
  Queens County, New York. The Queens Atrium Mortgage Loan is interest-only
  for the first 24 months and matures on September 1, 2014 at an annual
  interest rate, rounded to three decimal places, of 5.910%.

THE BORROWER:

o The Queens Atrium Borrower is Celtic Holdings, LLC, a New York limited
  liability company and single purpose, bankruptcy remote entity with at least
  two independent directors for which a non-consolidation opinion has been
  provided by the Queens Atrium Borrower's counsel. The Sole Managing Member
  of the Queens Atrium Borrower (with 0.1% equity interest) is Queens Celtic
  Manager Corp., a New York corporation. Queens Celtic Manager Corp is 100%
  owned by Celtic Mezz LLC, a New York limited liability company, which also
  holds a 99.9% equity interest in the Queens Atrium Borrower.

o Ownership interest in Celtic Mezz LLC is held by Longview Manager Corp.
  (0.1%) and Long Island City-LV LLC (98.8%). The remaining 1.10% equity
  interest is held by four limited liability corporations (1.089%) and Celtic
  Mezz Manager Corp. (.011%).

o The loan borrower sponsors are Jeffrey Feil, Lloyd Goldman and Ramius
  Capital Group, LLC. Jeffrey Feil is the Chief Executive Officer of the Feil
  Organization, an established privately held full service real estate company
  located in New York City for 50 years. The Feil Organization owns, develops
  and manages 20 million square feet of retail, commercial and industrial
  properties, 5,000 residential rental units, as well as hundreds of net
  leased properties totaling 4.5 million square feet and thousands of acres of
  undeveloped land across the country. Ramius Capital Group, LLC is an
  investment management firm that has provided discretionary investment
  management and merchant banking services to U.S. and international
  insitutions and private investors. Ramius Capital currently manages
  approximately $7.5 billion of assets.

THE PROPERTY:

o The Queens Atrium Mortgaged Property consists of a fee simple interest in
  two office buildings containing a total of 1,000,189 net rentable square
  feet and situated on 5.5 acres.

o The Queens Atrium Borrower is generally required at its sole cost and
  expense to keep the Queens Atrium Mortgaged Property insured against loss or
  damage by fire and other risks addressed by coverage of a comprehensive all
  risk insurance policy.

PROPERTY MANAGEMENT:

o Jeffery Management Corp, a subsidiary of the Feil Organization, is
  responsible for the direct management and operation of the Queens Atrium
  Mortgaged Property. The Feil Organization owns, develops and manages over 20
  million square feet of retail, commercial and industrial properties, over
  5,000 residential rental units, as well as hundreds of net leased properties
  and thousands of acres of undeveloped land across the country.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o An interest in the Queens Atrium Borrower serves as collateral for a
  mezzanine loan of $43,280,000. The mezzanine loan is coterminous with the
  Queens Atrium Mortgage Loan with an initial two-year interest only period
  with amortization commencing on October 1, 2006 under a 30-year amortization
  schedule. The loan-to-value ratio on a combined senior and mezzanine loan
  basis is 80% and the combined underwritten debt service coverage ratio is
  1.21x.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Not Allowed.


AMORTIZATION SCHEDULE:

o  The amortization schedule for the Queens Atrium Mortgage Loan is set forth
   in Annex F to this prospectus supplement.
-------------------------------------------------------------------------------


                                      E-41


--------------------------------------------------------------------------------
                                 FRI PORTFOLIO
--------------------------------------------------------------------------------

                           SIGNIFICANT MORTGAGE LOANS

FRI PORTFOLIO

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------

 LOAN SELLER:                  Bear Stearns

 ORIGINAL PRINCIPAL BALANCE:   $70,000,000

 FIRST PAYMENT DATE:           June 1, 2005

 TERM/AMORTIZATION:            60/0 months

 INTEREST ONLY PERIOD:         60 months

 MATURITY DATE:                May 1, 2010

 EXPECTED MATURITY BALANCE:    $70,000,000

 BORROWING ENTITY:             2000 PBL Venture, Ltd.

 INTEREST CALCULATION:         Actual/360

 ADDITIONAL FINANCING:         $10,000,000 in mezzanine
                               indebtedness.

 CALL PROTECTION:              Lockout/Defeasance:
                               59 payments
                               Open: 1 payment

 UP-FRONT RESERVES:

   TAX/INSURANCE RESERVE:      Yes

   REPLACEMENT RESERVE:        $12,124

   TI/LC RESERVE:              $16,667

   OTHER RESERVE(1):           $281,080

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:      Yes

   REPLACEMENT RESERVE:        $12,124/month

   TI/LC RESERVE:              $16,667/month

 LOCKBOX:                      Hard
--------------------------------------------------------------------------------

(1)   Other reserve escrow represents 22 months of rental income from a cooling
      tower lease. The reserve will be released monthly to the borrower in the
      amount of $12,776.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------
 CUT-OFF DATE BALANCE:         $70,000,000

 CUT-OFF DATE LTV:             73.7%

 MATURITY DATE LTV:            73.7%

 UNDERWRITTEN DSCR(1):         1.57x

 MORTGAGE RATE(2):             5.657%
--------------------------------------------------------------------------------

(1)   DSCR figures based on net cash flow unless otherwise noted.

(2)   The interest rate was rounded to three decimal places.


--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------

 PROPERTY TYPE:                Office

 PROPERTY SUB TYPE:            Various

 LOCATION:

   AMSOUTH TOWER:              Nashville, TN

   CONCOURSE TOWERS:           West Palm Beach, FL

 YEAR BUILT/RENOVATED:

   AMSOUTH TOWER:                1973/2004

   CONCOURSE TOWERS:             1979/2004

 NET RENTABLE SQUARE FEET:         727,410

 CUT-OFF BALANCE PER SF:       $96

 OCCUPANCY AS OF 03/01/05:

   AMSOUTH TOWER:              93.0%

   CONCOURSE TOWERS:           83.7%

 OWNERSHIP INTEREST:           Fee

 PROPERTY MANAGEMENT:          Saber Management, Inc.

 U/W NET CASH FLOW:            $6,293,588

 APPRAISED VALUE:              $95,000,000
--------------------------------------------------------------------------------


                                      E-42


--------------------------------------------------------------------------------
                                 FRI PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             FINANCIAL INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                                FULL YEAR          FULL YEAR          FULL YEAR
                                           UNDERWRITTEN        (12/31/04)         (12/31/03)         (12/31/02)
                                         ----------------   ----------------   ----------------   ----------------

 Effective Gross Income. .............     $ 13,635,120       $ 12,423,098       $ 12,758,045       $ 13,390,272
 Total Expenses ......................     $  6,933,252       $  6,409,036       $  6,727,724       $  6,561,529
 Net Operating Income (NOI). .........     $  6,701,868       $  6,014,062       $  6,030,322       $  6,828,743
 Cash Flow (CF) ......................     $  6,293,588       $  6,014,062       $  6,030,322       $  6,828,743
 DSCR on NOI .........................            1.67x              1.50x              1.50x              1.70x
 DSCR on CF. .........................            1.57x              1.50x              1.50x              1.70x
</TABLE>

--------------------------------------------------------------------------------
                     TENANT INFORMATION -- AMSOUTH TOWER(1)
--------------------------------------------------------------------------------
<TABLE>

                                    RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                       MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
-------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 AmSouth .......................     A2/A-       270,649       45.8%   $  8.21    $2,221,122        25.4%    07/01/2013
 Bass, Berry & Sims(2) .........   Not Rated     122,509       20.7    $ 20.25     2,480,807        28.3     01/31/2010
 Harwell Howard Hyne ...........   Not Rated      35,925        6.1    $ 20.61       740,414         8.5     04/30/2012
                                                 -------       ----               ----------        ----
 TOTAL .........................                 429,083       72.6%              $5,442,343        62.2%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent, and % Potential
      Rent include base rent only and exclude common area maintenance expenses
      and reimbursements. The numbers above do not include any square feet or
      rent from any temporary units that these tenants may occupy.

(2)   For the Bass, Berry and Sims space, $38,232 of the potential rent
      commences on May 1, 2006.

--------------------------------------------------------------------------------
                   TENANT INFORMATION -- CONCOURSE TOWERS(1)
--------------------------------------------------------------------------------
<TABLE>

                                          RATINGS       TOTAL       % OF                POTENTIAL   % POTENTIAL      LEASE
TOP TENANTS                             MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF      RENT         RENT       EXPIRATION
-------------------------------------- ------------- ----------- ---------- ---------- ----------- ------------- -------------

 IKON Office Solutions(2) ............     Ba2/BB       14,080       10.3%  $ 12.65     $178,112         9.7%     09/30/2008
 Colonial Bank .......................    NR/BBB-       11,485        8.4   $ 16.35      187,728        10.3      12/31/2008
 Media Financial Services, Inc. ......   Not Rated       7,040        5.2   $ 14.04       98,842         5.4      09/30/2011
                                                        ------       ----               --------        ----
 TOTAL ...............................                  32,605       23.9%              $464,682        25.4%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent, and % Potential
      Rent include base rent only and exclude common area maintenance expenses
      and reimbursements. The numbers above do not include any square feet or
      rent from any temporary units that these tenants may occupy.

(2)   7,040 square feet of the IKON Office Solutions leased space rolls in
      October 2005.


                                      E-43


--------------------------------------------------------------------------------
                                 FRI PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    LEASE ROLLOVER SHEET -- AMSOUTH TOWER(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 MTM ...............          4           3,072          0.5%         3,072            0.5%        $   54,678
 2005. .............          9          19,183          3.2         22,255            3.8%        $  563,594
 2006. .............          5          17,859          3.0         40,114            6.8%        $  374,213
 2007. .............          9          20,582          3.5         60,696           10.3%        $  412,422
 2008. .............          5           9,814          1.7         70,510           11.9%        $  186,645
 2009. .............          3           5,874          1.0         76,384           12.9%        $  111,340
 2010. .............          4         122,509         20.7        198,893           33.6%        $2,484,600
 2012. .............          1          35,925          6.1        234,818           39.7%        $  740,414
 2013. .............          1         270,649         45.8        505,467           85.5%        $2,221,122
 2015. .............          1          26,683          4.5        532,150           90.0%        $  516,516
 2016. .............          1          17,407          2.9        549,557           93.0%        $  318,243
 Vacant ............                     41,632          7.0        591,189          100.0%        $  770,192
                             --         -------        -----
 TOTAL .............         43         591,189        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For the purposes of this column, each leased tenant space was considered
      a separate lease even if multiple tenant spaces were covered under the
      same lease.

--------------------------------------------------------------------------------
                   LEASE ROLLOVER SHEET -- CONCOURSE TOWERS(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE      BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF     EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   ----------

 2005. .............          6          17,785         13.1%        17,785           13.1%        $228,531
 2006. .............          3           5,179          3.8         22,964           16.9%        $ 67,793
 2007. .............          6          15,607         11.5         38,571           28.3%        $254,836
 2008. .............         12          44,226         32.5         82,797           60.8%        $610,648
 2009. .............          4          16,689         12.3         99,486           73.0%        $205,707
 2010. .............          2           8,378          6.2        107,864           79.2%        $ 97,480
 2011. .............          1           7,040          5.2        114,904           84.4%        $ 98,842
 2012. .............          1           2,189          1.6        117,093           86.0%        $ 26,268
 Vacant ............                     19,128         14.0        136,221          100.0%        $239,100
                             --          ------        -----
 TOTAL .............         35         136,221        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For the purposes of this column, each leased tenant space was considered
      a separate lease even if multiple tenant spaces were covered under the
      same lease.


                                      E-44


--------------------------------------------------------------------------------
                                 FRI PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The FRI Portfolio Mortgaged Property is comprised of two office properties
totaling approximately 727,410 square feet. AmSouth Tower is currently 93.0%
occupied by over 30 tenants and Concourse Towers is currently 83.7% occupied by
over 30 tenants. Approximately 48% of the net rentable area of AmSouth Tower is
leased to investment grade rated tenants or their affiliates. The three largest
tenants, representing approximately 72.6% of the total net rentable square feet
of AmSouth Tower, are:

AMSOUTH TOWER

o AMSOUTH (NYSE "ASO") (rated "A2" by Moody's and "A-" by S&P) occupies
  270,649 square feet (45.8% of net rentable area) under a lease expiring in
  July 2013. AmSouth Bancorporation ("AmSouth") is a regional bank holding
  company which was organized in 1970. AmSouth offers a range of bank and
  bank-related services through its subsidiaries. Its principal subsidiary,
  AmSouth Bank, offers consumer and commercial banking and trust services to
  businesses and individuals through approximately 600 branch banking offices
  located in Alabama, Florida, Tennessee, Mississippi, Louisiana and Georgia.
  As of December 31, 2004, AmSouth Bank had total consolidated assets of $49.5
  billion, total consolidated deposits of $34.2 billion and total consolidated
  equity capital of $3.6 billion.

o BASS, BERRY & SIMS (not rated) occupies 122,509 square feet (20.7% of net
  rentable area) under a lease expiring in January 2010. Bass, Berry & Sims
  was formed in 1922 and has approximately 180 attorneys in four offices:
  Nashville (Downtown and Music Row), Knoxville and Memphis. The Nashville
  downtown office is the largest, with 133 attorneys. Bass, Berry & Sims
  clients range from Fortune 500 companies to regional and local businesses,
  as well as individuals. Their practice areas cover corporate legal services,
  intellectual property and technology, labor and employment, real estate,
  litigation, tax and healthcare.

o HARWELL HOWARD HYNE (not rated) occupies 35,925 square feet (6.1% of net
  rentable area) under a lease expiring in April 2012. Harwell Howard Hyne
  Gabbert & Manner, P.C. ("H3GM") focuses on providing legal advice and
  assistance in transactions. There are 29 attorneys in the H3GM Nashville
  office, which is their only location. H3GM clients include Central Parking
  Corporation, Nashville Public Radio, BioMimetic Pharmaceuticals and Finova.

The three largest tenants, representing approximately 23.9% of the total net
rentable square feet of Concourse Towers, are:

CONCOURSE TOWERS

o IKON OFFICE SOLUTIONS ("IKON") (NYSE "IKN") (rated "Ba2" by Moody's and "BB"
  by S&P) occupies 14,080 square feet (10.3% of net rentable area) under two
  separate leases expiring in 2005 and 2008. IKON integrates imaging systems
  and services to help businesses manage document workflow. IKON offers
  systems from manufacturers such as Canon, Ricoh and Hewlett Packard and
  service support through its team of 7,000 service professionals worldwide.
  With fiscal 2004 revenues of $4.65 billion, IKON has approximately 500
  locations throughout North America and Western Europe and approximately
  16,600 employees.

o COLONIAL BANK (NYSE "NB") (not rated by Moody's and rated "BBB-" by S&P)
  occupies 11,485 square feet (8.4% of net rentable area) under a lease
  expiring in December 2008. The Colonial BancGroup, Inc. ("Colonial") is a
  $19.9 billion bank holding company headquartered in Montgomery, Alabama,
  with 310 full-service offices in Alabama, Florida, Georgia, Nevada,
  Tennessee and Texas. Colonial Bank, a subsidiary of Colonial, has assets
  that have grown from $166 million in 1981 to more than $19 billion as of
  year end 2004. In that same period, more than 60 community banks have been
  acquired and merged into Colonial Bank.

o MEDIA FINANCIAL SERVICES, INC. (not rated) occupies 7,040 square feet (5.2%
  of net rentable area) under a lease expiring in September 2011. Media
  Financial Services, Inc. provides accounting, billing and financial services
  to the radio industry.
-------------------------------------------------------------------------------


                                      E-45


--------------------------------------------------------------------------------
                                 FRI PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The FRI Portfolio Mortgage Loan is a $70 million, five-year fixed rate loan
  secured by a first mortgage on two office properties: the AmSouth Tower in
  Nashville, Tennessee and the Concourse Towers in West Palm Beach, Florida,
  with a combined total of approximately 727,410 square feet. The FRI
  Portfolio Mortgage Loan is interest-only for the entire loan term and
  matures on May 1, 2010 and has an interest rate, rounded to three decimal
  places, of 5.657%.

THE BORROWER:

o The FRI Portfolio Borrower, 2000 PBL Venture, Ltd., a Florida limited
  partnership, is a single purpose entity with one independent director. A
  non-consolidation opinion was delivered at origination. The FRI Portfolio
  Borrower principals are Michael McCloskey and Jonathan Cameron-Hayes, who
  are the CEO and President, respectively, of Florida Realty Investments
  ("FRI"). FRI is a real estate organization with an emphasis on mid-sized
  markets in the Southeastern United States and currently maintains a
  portfolio of five properties encompassing over 2.0 million square feet.

THE PROPERTIES:

o The FRI Portfolio Mortgaged Property consists of two cross-collateralized,
  cross-defaulted office properties: the AmSouth Tower property located in
  Nashville, Tennessee and the Concourse Towers property located in West Palm
  Beach, Florida.

o AmSouth Tower is a 28-story, Class A office tower with an adjoining bank
  annex in the heart of Nashville's central business district. The AmSouth
  Tower is located directly across from the Davidson County Court House, a few
  blocks from the Tennessee State Capitol, the Municipal Auditorium, the
  Tennessee Performing Arts Center and the Nashville Convention Center.
  AmSouth Tower was built in 1973 and most recently renovated in 2004. Capital
  investments totaling approximately $17.4 million were reportedly made over
  the past 7 years of which $7.75 million was contributed by the principals of
  the FRI Portfolio Borrower. As of March 1, 2005, the AmSouth Tower was
  approximately 93.0% leased by over 30 tenants.

o Concourse Towers consists of two, 10-story, Class B+ office buildings
  located northwest of the West Palm Beach Central Business District and west
  of exit 71 on I-95. The buildings are situated on Palm Beach Lakes
  Boulevard, which is a six-lane thoroughfare that runs adjacent to I-95.
  Concourse Towers was built in 1979 and most recently renovated in 2004.
  Capital investments totaling approximately $5.2 million were made over the
  past five years. In September 2004, Concourse Towers suffered damage from
  Hurricanes Francis and Jeanne. Most major repairs to the properties have
  been completed and no tenants vacated the properties as a result of the
  damage. As of March 1, 2005, Concourse Towers was approximately 83.7% leased
  by over 30 tenants.

PROPERTY MANAGEMENT:

o The FRI Portfolio Mortgaged Property is managed by Saber Management, Inc.,
  an affiliate of the FRI Portfolio Borrower.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o The direct and indirect ownership interests in the FRI Portfolio Borrower
  have been pledged to secure a senior mezzanine loan and a junior mezzanine
  loan in the aggregate amount of $10,000,000. The relationship among the FRI
  Portfolio Loan, the senior mezzanine loan and the junior mezzanine loan is
  governed by an intercreditor agreement. The junior mezzanine loan is
  subordinate to the senior mezzanine loan and the senior mezzanine loan is
  subordinate to the FRI Portfolio Loan. The senior mezzanine loan and the
  junior mezzanine loan have the same scheduled maturity date as that of the
  FRI Portfolio Loan. Each of the senior mezzanine borrower and junior
  mezzanine borrower have certain cure and purchase rights during an event of
  default as set forth in the intercreditor agreement.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Not Allowed.
-------------------------------------------------------------------------------


                                      E-46


--------------------------------------------------------------------------------
                         IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

                           SIGNIFICANT MORTGAGE LOANS


IPC NEW YORK/WICHITA PORTFOLIO(1)

--------------------------------------------------------------------------------
                      LOAN INFORMATION
--------------------------------------------------------------------------------

 LOAN SELLER:                    Barclays

 ORIGINAL PRINCIPAL BALANCE:     $51,834,508

 FIRST PAYMENT DATE:             July 1, 2005

 TERM/AMORTIZATION:              120/360 months

 INTEREST ONLY PERIOD:           36 months

 MATURITY DATE:                  June 1, 2015

 EXPECTED MATURITY BALANCE:      $46,134,696

 IPC NEW YORK PORTFOLIO          IPC New York Properties,
  BORROWING ENTITY:              LLC

 IPC WICHITA PORTFOLIO           IPC Wichita Properties,
  BORROWING ENTITY:              LLC

 INTEREST CALCULATION:           Actual/360
 CALL PROTECTION:                Lockout/Defeasance:
                                 116 payments
                                 Open: 4 payments

 UP-FRONT RESERVES:

   TAX RESERVE:                  Yes

  TI/LC RESERVE(2):             $250,000

 ONGOING MONTHLY RESERVES:

   TAX/INSURANCE RESERVE:        Yes

   REPLACEMENT RESERVE(3):       $12,888

   TI/LC RESERVE(4):             $80,549

   MAJOR LEASE ROLLOVER          See Footnote
      RESERVE(5):

   LOCKBOX:                      Hard
--------------------------------------------------------------------------------

(1)   The IPC New York/Wichita Portfolio Loan consists of two
      cross-collateralized and cross-defaulted loans, referred to as the IPC
      New York Portfolio Loan (which has an original principal balance of
      $36,102,148) and the IPC Wichita Portfolio Loan (which has an original
      principal balance of $15,732,360). Unless otherwise specified,
      information set forth in these tables is presented on an aggregate
      portfolio-basis.

(2)   The initial deposit to the TI/LC reserve is for the IPC Wichita Portfolio
      Loan.

(3)   The monthly deposit into the Replacement Reserve is $6,173 for the IPC
      New York Portfolio Loan and $6,714 for the IPC Wichita Portfolio Loan.
      The Replacement Reserve is capped at $222,241 for the IPC New York
      Portfolio Loan and $241,721 for the IPC Wichita Portfolio Loan.

(4)   The ongoing monthly TI/LC deposit is $38,583 for the IPC New York
      Portfolio Loan and $41,966 for the IPC Wichita Portfolio Loan.

(5)   On each payment date following a Cash Trap Trigger Event, each borrower
      is required to deposit all excess cash flow from the applicable
      properties into the related reserve account until the following amounts
      are accumulated: (a) $20 per square foot for those tenants under Major
      Leases in the IPC New York Portfolio properties and (b) $15 per square
      foot for tenants under Major Leases in the IPC Wichita Portfolio
      properties. A "Cash Trap Trigger Event" occurs 12 months prior to the
      lease expiration of a tenant under a Major Lease. A "Major Lease" is
      defined as the lease related to a tenant who occupies at least 20,000
      square feet at the specified property.


--------------------------------------------------------------------------------
                              FINANCIAL INFORMATION
--------------------------------------------------------------------------------

 CUT-OFF DATE BALANCE:  $51,834,508

 CUT-OFF DATE LTV:            62.8%

 MATURITY DATE LTV:           55.9%

 UNDERWRITTEN DSCR:           1.39x

 MORTGAGE RATE:              5.177%
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         PORTFOLIO PROPERTY INFORMATION
--------------------------------------------------------------------------------

 PROPERTY TYPE:                   Office

 PROPERTY SUB TYPE:               See Property Information

 LOCATION:                        See Property Information

 YEAR BUILT/RENOVATED:            See Property Information

 NET RENTABLE SQUARE FEET:        773,270

 CUT-OFF BALANCE PER SF:          $67

 OCCUPANCY AS OF 05/01/05(1):     83.8%

 OWNERSHIP INTEREST:              Fee

 PROPERTY MANAGEMENT:             IPC Real Estate
                                  Management LLC

 U/W NET CASH FLOW:               $4,734,763

 APPRAISED VALUE:                 $82,500,000
--------------------------------------------------------------------------------

(1)   Occupancy as of May 1, 2005 with respect to the IPC Wichita Portfolio
      properties and Edgewater Plaza and as of July 1, 2005 with respect to the
      123 Tice Boulevard property. See "Additional Information" for further
      information regarding the 123 Tice Boulevard property.


                                      E-47


--------------------------------------------------------------------------------
                        IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
<TABLE>

                                                                     ALLOCATED CUT-OFF
                                                       YEAR BUILT/         DATE         NET RENTABLE     APPRAISED
PROPERTY NAME                      CITY        STATE    RENOVATED         BALANCE        SQUARE FEET       VALUE      OCCUPANCY(1)
---------------------------- ---------------- ------- ------------- ------------------ -------------- -------------- -------------

 Edgewater Plaza ...........   Staten Island     NY    1919/1994        $19,826,250        251,496     $31,100,000        94.9%
 123 Tice Boulevard ........  Woodcliff Lake     NJ     1987/N/A         16,275,898        118,905      25,400,000       100.0
 Epic Center ...............      Wichita        KS     1987/N/A         15,732,360        287,640      20,000,000        78.3
 One and Two Brittany ......      Wichita        KS     1985/N/A                           115,229       6,000,000        56.4
 TOTAL / WTD. AVG. .........                                            -----------        -------     -----------       -----
                                                                        $51,834,508        773,270     $82,500,000        83.8%
</TABLE>

(1)   Occupancy as of May 1, 2005 with respect to the IPC Wichita Portfolio
      properties and Edgewater Plaza and as of July 1, 2005 with respect to the
      123 Tice Boulevard property. See "Additional Information" for further
      information regarding the 123 Tice Boulevard property.


--------------------------------------------------------------------------------
                                       PORTFOLIO FINANCIAL INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                                               FULL YEAR          FULL YEAR          FULL YEAR
                                          UNDERWRITTEN        (12/31/04)         (12/31/03)         (12/31/02)
                                        ----------------   ----------------   ----------------   ----------------

 Effective Gross Income .............     $ 11,839,186       $ 13,013,714       $ 13,047,339       $ 12,765,317
 Total Expenses .....................     $  6,106,955       $  5,984,228       $  6,018,286       $  5,379,412
 Net Operating Income (NOI) .........     $  5,732,232       $  7,029,486       $  7,029,053       $  7,385,905
 Cash Flow (CF) .....................     $  4,734,763       $  7,029,486       $  7,029,053       $  7,385,905
 DSCR on NOI ........................            1.68x              2.06x              2.06x              2.17x
 DSCR on CF. ........................            1.39x              2.06x              2.06x              2.17x
</TABLE>

(1)   Cash flow from One and Two Brittany not included in the Underwritten
      column but presented in historical financials.


                                      E-48

--------------------------------------------------------------------------------
                        IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                    EDGEWATER PLAZA -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                          RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                             MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
-------------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 Staten Island University
  Hospital(2) ........................   Not Rated      82,388       32.2%  $ 15.64     $1,288,758        27.6%    12/31/2006
 ACS State & Local Solutions,
  Inc.(3) ............................   Not Rated      49,023       19.2   $ 21.69      1,063,376        22.8     02/28/2007
 NY City Board of Elections(4) .......      A1/A        43,834       17.1   $ 17.05        747,428        16.0     08/31/2011
                                                        ------       ----               ----------        ----
 TOTAL ...............................                 175,245       68.5%              $3,099,561        66.3%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

(2)   Staten Island University Hospital occupies 49,145 square feet that
      expires on December 31, 2006, 25,113 square feet that expires on July 31,
      2007 and 8,130 square feet that expires on January 31, 2008.

(3)   ACS State & Local Solutions, Inc. occupies 48,031 square feet that
      expires on February 28, 2007 and 992 square feet that is on a
      month-to-month lease.

(4)   NY City Board of Elections occupies 24,089 square feet that expires on
      August 31, 2011 and 19,745 square feet that expires on July 31, 2012.

--------------------------------------------------------------------------------
                 123 TICE BOULEVARD -- TENANT INFORMATION(1)(2)
--------------------------------------------------------------------------------
<TABLE>

                                    RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                       MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
-------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 IPC (US) Inc. .................   Not Rated      87,237       73.4%  $ 24.08     $2,100,667        74.7%    07/31/2010
 Sony Electronics, Inc .........      A1/A        31,668       26.6   $ 22.42        709,863        25.3     11/30/2010
                                                  ------      -----               ----------       -----
 TOTAL .........................                 118,905      100.0%              $2,810,530       100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

(2)   IPC (US), Inc. master leases 87,237 SF at the property. See "Additional
      Information" for further information.

--------------------------------------------------------------------------------
                      EPIC CENTER -- TENANT INFORMATION(1)
--------------------------------------------------------------------------------
<TABLE>

                                       RATINGS       TOTAL       % OF                 POTENTIAL    % POTENTIAL     LEASE
TOP TENANTS                          MOODY'S/S&P   TENANT SF   TOTAL SF   RENT PSF       RENT          RENT      EXPIRATION
----------------------------------- ------------- ----------- ---------- ---------- ------------- ------------- -----------

 General Services
  Administration(2) ...............    Aaa/AAA       51,952       18.1%  $ 14.77     $  767,522        18.0%    1/31/2012
 Hinkle, Elkouri, LLC(3) ..........   Not Rated      33,127       11.5   $ 14.76        489,111        11.5     7/30/2006
 Chesapeake Energy Corporation.....    Ba3/BB-       27,172        9.4   $ 16.08        436,926        10.3     7/30/2006
                                                     ------       ----               ----------        ----
 TOTAL ............................                 112,251       39.0%              $1,693,558        39.8%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll except for Ratings
      (Moody's/S&P) and unless otherwise stated. Credit Ratings are of the
      parent company whether or not the parent guarantees the lease.
      Calculations with respect to Rent PSF, Potential Rent and % Potential
      Rent include base rent only and exclude common area maintenance expense
      and reimbursement.

(2)   General Services Administration occupies 3,708 square feet that expires
      on December 30, 2005, 14,705 square feet that expires on April 30, 2010
      and 27,683 square feet that expires on January 30, 2012.

(3)   Hinkle, Eikouri, LLC occupies 26,976 square feet that expires on July 30,
      2006 and 6,151 square feet that expires on June 30, 2017.

                                      E-49


--------------------------------------------------------------------------------
                         IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                  EDGEWATER PLAZA -- LEASE ROLLOVER SCHEDULE(1)
---------------------------------------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          3           6,595          2.6%         6,595            2.6%        $  120,081
 2006 ..............         15          62,948         24.6         69,543           27.2%        $1,000,330
 2007 ..............          8          78,833         30.8        148,376           58.0%        $1,492,980
 2008 ..............          2           8,130          3.2        156,506           61.2%        $  150,405
 2009 ..............          2           2,358          0.9        158,864           62.1%        $   49,518
 2010 ..............          3          32,041         12.5        190,905           74.6%        $  727,851
 2011 ..............          2          24,089          9.4        214,994           84.0%        $  288,554
 2012 ..............          1          19,745          7.7        234,739           91.8%        $  458,874
 MTM ...............          4           3,860          1.5        238,599           93.3%        $   68,625
 Vacant ............                     17,243          6.7        255,842          100.0%        $  314,886
                             --          ------        -----
 TOTAL .............         40         255,842        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.


--------------------------------------------------------------------------------
                123 TICE BOULEVARD -- LEASE ROLLOVER SCHEDULE(1)
---------------------------------------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2010 ..............        3            118,905       100.0%      118,905           100.0%         $2,810,530
                           ---           -------       -----
 TOTAL .............        3            118,905       100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll. See "Additional
      Information" for further information regarding this property.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.

--------------------------------------------------------------------------------
                    EPIC CENTER -- LEASE ROLLOVER SCHEDULE(1)
--------------------------------------------------------------------------------
<TABLE>

                        # OF LEASES     EXPIRING       % OF       CUMULATIVE       CUMULATIVE       BASE RENT
YEAR OF EXPIRATION      EXPIRING(2)        SF        TOTAL SF      TOTAL SF      % OF TOTAL SF       EXPIRING
--------------------   -------------   ----------   ----------   ------------   ---------------   -------------

 2005 ..............          1           3,708          1.3%         3,708            1.3%        $   50,058
 2006 ..............          8          72,443         25.2         76,151           26.5%        $1,114,931
 2007 ..............          9          64,005         22.3        140,156           48.7%        $1,009,700
 2008 ..............          2           2,491          0.9        142,647           49.6%        $   30,945
 2009 ..............          2          12,232          4.3        154,879           53.8%        $  167,492
 2010 ..............          6          17,273          6.0        172,152           59.8%        $  221,303
 2012 ..............          2          27,683          9.6        199,835           69.5%        $  443,679
 2015 ..............          3          23,170          8.1        223,005           77.5%        $  255,181
 2017 ..............          1           6,151          2.1        229,156           79.7%        $   90,818
 MTM ...............          2             779          0.3        229,935           79.9%        $   16,359
 Vacant ............                     57,705         20.1        287,640          100.0%        $  853,388
                             --          ------        -----
 TOTAL .............         36         287,640        100.0%
</TABLE>

(1)   Information obtained from Underwritten Rent Roll.

(2)   For purposes of this column, each leased tenant space was considered a
      separate lease even if multiple tenant spaces were covered under the same
      lease.


                                      E-50


--------------------------------------------------------------------------------
                         IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                         SUMMARY OF SIGNIFICANT TENANTS
--------------------------------------------------------------------------------

The subject properties are 83.8% leased by 64 office tenants at an average
lease rate of $17.14 per square foot. The six largest tenants,
representing 45.3% of the total net rentable area, are:

o IPC (US), INC. (not rated) master leases 87,237 square feet (11.3% of
  portfolio net rentable area) at 123 Tice Boulevard. IPC is a publicly-traded
  REIT (on the Canadian Stock Exchange). As of December 31, 2004, IPC's
  subsidiaries owned and operated a portfolio of 33 office properties and six
  retail properties containing 9.1 million square feet with over 500 tenants.
  The mortgaged properties are located in Pennsylvania, Kentucky, Kansas, New
  York, Ohio, New Hampshire, New Jersey, Louisiana and Florida. At year-end
  2004, IPC (US), Inc. had assets of $1.02 billion, liabilities of $742.5
  million and a net worth of $228.3 million. The master lease will terminate
  upon the earlier to occur of (a) the reletting of space demised under the
  master lease to third party tenants under leases having rental terms such
  that the cash flow available for debt service derived from 123 Tice
  Boulevard equals or exceeds $1,450,000 per annum and 123 Tice Boulevard has
  a 85% occupancy and (b) 123 Tice Boulevard is released from the lien of the
  related mortgage pursuant to a partial defeasance.

o STATEN ISLAND UNIVERSITY HOSPITAL (not rated) occupies 82,388 square feet
  (10.6% of portfolio net rentable area) at Edgewater Plaza. Staten Island
  University Hospital is a 785-bed, tertiary care, teaching healthcare system
  located in Staten Island. Founded in 1861, Staten Island University Hospital
  has numerous academic and clinical affiliations and accreditations,
  including the Joint Commission on Accreditation of Healthcare Organizations
  ("JCAHO") accreditation.

o GENERAL SERVICES ADMINISTRATION (rated "Aaa" by Moody's and "AAA" by S&P)
  occupies a total of 56,696 square feet (7.3% of portfolio net rentable area)
  at Edgewater Plaza and Epic Center. The Federal Bureau of Investigation
  occupies 4,744 square feet at Edgewater Plaza and the following tenants
  occupy space at Epic Center: Secret Service (14,705 square feet), Federal
  Bureau of Investigation (3,708 square feet), U.S. Trustees (5,856 square
  feet), Federal Public Defender (6,513 SF) and U.S. Attorney (21,170 square
  feet).

o ACS STATE & LOCAL SOLUTIONS, INC. ("ACS") (not rated) occupies 49,023 square
  feet (6.3% of portfolio net rentable area) at Edgewater Plaza. Founded in
  1988, ACS provides technology based services to state and local government
  clients with a focus on transaction processing, program management and
  systems integration services. ACS, headquartered in Dallas, Texas, supports
  operations in approximately 100 countries achieving nearly $5 billion in
  annual revenues for 2004.

o NEW YORK CITY BOARD OF ELECTIONS (rated "A1" by Moody's and "A" by S&P)
  occupies 43,834 square feet (5.6% of portfolio net rentable area) at
  Edgewater Plaza. The New York City Board of Elections is an administrative
  body of ten commissioners (two from each of the five boroughs) that are
  recommended by both political parties and then appointed by the City Council
  for a term of four years. The board's responsibilities include voting
  registration, voting records, voter education and certification of the vote.
  The NYC Board of Elections is a local government entity for the City of New
  York.

o HINKLE, ELKOURI, LLC (not rated) occupies 33,127 square feet (4.3% of
  portfolio net rentable area) at Epic Center. Hinkle Elkouri, LLC is a local
  Wichita law firm that was formed in 1981. Hinkle handles estate planning,
  tax issues as well as business-based planning, transaction and litigation
  practice and has over 80 employees including 30 attorneys. The related
  mortgaged property serves as a regional office for the firm.
-------------------------------------------------------------------------------


                                      E-51

--------------------------------------------------------------------------------
                        IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

THE LOAN:

o The IPC New York/Wichita Portfolio Loan consists of two cross-collateralized
  and cross-defaulted loans, referred to as the IPC New York Portfolio Loan
  (which has an original principal balance of $36,102,148) and the IPC Wichita
  Portfolio Loan (which has an original principal balance of $15,732,360).

o The IPC New York/Wichita Portfolio Loan is secured by a first mortgage on
  four office buildings located in Wichita, Kansas (two properties), Staten
  Island, New York (one property) and Woodcliff Lake, New Jersey (one
  property).

THE BORROWERS:

o The borrowers, IPC New York Properties, LLC and IPC Wichita Properties, LLC,
  each a Delaware limited liability company, are newly formed single-purpose,
  bankruptcy remote entities. Each borrower is managed by a board of managers,
  which includes two independent managers. At origination, a non-consolidation
  opinion was delivered with respect to the applicable borrower and its sole
  member. The sole member of each borrower, IPC LP/WP Holdings, LLC, a
  Delaware limited liability company, is a newly formed single purpose limited
  liability company.

o The sponsor of the borrowers is IPC (US), Inc., a Delaware corporation,
  which indirectly owns and controls a portfolio of 26 office and six retail
  properties throughout the United States containing 7.56 million square feet
  with over 500 tenants. The sponsor is liable under an indemnity and guaranty
  agreement for losses and damages arising from certain "bad acts" and for the
  full amount of the loan due to certain other springing recourse events until
  the first anniversary date of the closing date and thereafter up to 10% of
  the outstanding principal balance of the loan.

o The IPC New York/Wichita Portfolio Borrowers are affiliated with the
  borrower under the IPC Louisville Portfolio Loan.

o In addition, IPC Realty, LLC (which is an indirect subsidiary of the sponsor
  and an indirect parent of IPC New York Properties, LLC and IPC Wichita
  Properties, LLC), has entered into a revolving credit facility with two
  affiliate borrowers and a group of syndicated lenders. Under this credit
  facility, IPC Realty, LLC and the two affiliate borrowers are entitled to
  borrow up to $200,000,000 from the lenders, which debt is secured by
  ownership interests in IPC New York Properties, LLC, IPC Wichita Properties,
  LLC and other entities that own commercial real estate.

THE PROPERTIES:

o The IPC New York/Wichita Portfolio Loan is secured by a first mortgage on
  four office buildings located in Wichita, Kansas (two properties), Staten
  Island, New York (one property), and Woodcliff Lake, New Jersey (one
  property). The four office buildings are part of a larger 3,500,000 square
  foot portfolio that was purchased by IPC (US), Inc. in May of 1998.

o Edgewater Plaza is a 251,496 square foot Class B office building located in
  the borough of Staten Island in New York, New York situated along the
  waterfront facing the Bay Ridge area of Brooklyn. The seven-story office
  building is located on a 7.41 acre waterfront parcel and was constructed in
  1919 and renovated extensively in 1982 and 1994. The property contains 441
  parking spaces and, as of May 1, 2005, was 94.9% occupied.

o 123 Tice Boulevard is a 118,905 square foot Class A office building located
  in Woodcliff Lake, New Jersey, a suburb in Northern New Jersey on Tice
  Boulevard west of the intersection with Chestnut Ridge Road. The property is
  located on a 10-acre parcel and is improved with a three-story office
  building that was built in 1987 which contains 450 parking spaces and, as of
  May 1, 2005, was 100% leased. The property is solely occupied by Sony
  Electronics, Inc. who has been at the property since 1989 and will be
  downsizing to 31,668 square feet as of July 31, 2005. As of July 1, 2005,
  IPC (US), Inc. has master leased the vacated space and has guaranteed
  releasing costs. The master lease will terminate upon the earlier to occur
  of (a) the reletting of space demised under the master lease to third party
  tenants under leases having rental terms such that the cash flow available
  for debt service derived from 123 Tice Boulevard equals or exceeds
  $1,450,000 per annum and 123 Tice Boulevard has an 85% occupancy and (b) 123
  Tice Boulevard is released from the lien of the related mortgage pursuant to
  a partial defeasance.

o Epic Center is a 287,640 square foot Class A office building located in the
  downtown central business district of Wichita, Kansas on Main Street close
  to Central Avenue. The 22-story office building was constructed in 1987 and
  is situated on a 3.36 acre parcel. As of May 1, 2005, the property was 78.3%
  occupied by 22 different tenants each occupying no more than 18.1% of the
  net rentable area. The subject has 680 parking spaces.

o One and Two Brittany consists of two Class B suburban office buildings
  containing 115,229 square feet that are located in the northeastern part of
  Wichita, Kansas on Woodlawn, a major arterial road in Wichita. The four
  story buildings are situated on a 10.4 acre parcel that has 643 parking
  spaces. As of May 1, 2005, the buildings were 56.4% occupied.
-------------------------------------------------------------------------------
                                      E-52


--------------------------------------------------------------------------------
                        IPC NEW YORK/WICHITA PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             ADDITIONAL INFORMATION
--------------------------------------------------------------------------------

PROPERTY MANAGEMENT:

o The IPC New York/Wichita Portfolio is managed by IPC Real Estate Management
  LLC, an affiliate of the IPC New York/Wichita Portfolio Borrower. IPC Real
  Estate Management LLC is a subsidiary of IPC (US) Inc., a publicly-traded
  REIT listed on the Canadian Stock Exchange.

CURRENT MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o None.

FUTURE MEZZANINE OR SUBORDINATE INDEBTEDNESS:

o Not Allowed.

RELEASE OF CROSS-COLLATERALIZATION AND PARTIAL RELEASE OF CROSS-DEFAULT:

o The IPC New York Portfolio Loan and the IPC Wichita Portfolio Loan are
  cross-collateralized and cross-defaulted. When (a) IPC (US), Inc.'s master
  lease at 123 Tice Boulevard has been terminated, as described above, or 123
  Tice Boulevard has been released from the lien of the corresponding mortgage
  through a partial defeasance, (b) the underwritten debt service coverage
  ratio for each of the IPC New York Portfolio Loan and for the IPC Wichita
  Portfolio Loan, with each loan portfolio measured separately, is at least
  1.40x and (c) the loan-to-value ratio for each of the IPC New York Portfolio
  Loan and for the IPC Wichita Portfolio Loan, with each loan portfolio
  measured separately, is not more than 63.44%, either borrower may cause the
  cross-collateralization and cross-default provisions between the IPC New
  York Portfolio Loan and the IPC Wichita Portfolio Loan to be terminated
  (such termination, a "Cross-Collateral Termination Event") and the IPC New
  York Portfolio Loan to be severed into a loan secured by Edgewater Plaza and
  a loan secured by 123 Tice Boulevard, which loans will be cross-defaulted
  but not cross-collateralized. If such borrower satisfies the requirements
  for termination of the cross-collateralization and cross-default provisions
  between the IPC New York Portfolio Loan and the IPC Wichita Portfolio Loan,
  except with respect to the underwritten debt service coverage ratio and/or
  the loan-to-value ratio of the IPC Wichita Portfolio Loan, the lender will
  be required to terminate such cross-collateralization and cross-default
  provisions in connection with a third-party sale of the IPC Wichita
  Portfolio properties; provided the IPC Wichita Portfolio Loan can be
  defeased under the related loan agreement.

RELEASE OF PROPERTY:

o In the following cases, the borrower under the IPC New York Portfolio loan
  will have the right to partially defease the IPC New York Portfolio Loan as
  follows: (x) a partial defeasance in connection with the release of 123 Tice
  Boulevard when the underwritten debt service coverage ratios and the
  loan-to-value ratios for the IPC New York Portfolio properties and the IPC
  Wichita Portfolio properties meet the requirements to terminate the
  cross-collateralization and the cross-default provisions between the IPC New
  York Portfolio Loan and the IPC Wichita Portfolio Loan set forth above;
  provided the IPC New York Portfolio Loan is defeased in an amount equal to
  125% of the allocated loan amount of 123 Tice Boulevard; and (y) a partial
  defeasance in connection with the release of either Edgewater Plaza or 123
  Tice Boulevard after a Cross-Collateral Termination Event has occurred;
  provided the IPC New York Portfolio Loan is defeased in an amount equal to
  100% of the allocated loan amount of the property which is being released.

o The IPC Wichita Portfolio Loan may only be defeased in whole but not in
  part. Prior to the occurrence of a Cross-Collateral Termination Event, the
  IPC Wichita Portfolio Loan may be defeased upon receipt of defeasance
  collateral in the amount of 125% of the principal balance of the IPC Wichita
  Portfolio Loan. Any defeasance collateral in excess of the IPC Wichita
  Portfolio Loan will be held as security for the IPC New York Portfolio Loan.

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


                                      E-53






                      (This Page Intentionally Left Blank)








                                                                        ANNEX F


                             AMORTIZATION SCHEDULE
                      OF THE QUEENS ATRIUM MORTGAGE LOAN

 PERIOD        DATE       ENDING BALANCE(1)      PRINCIPAL(1)
--------   -----------   -------------------   ---------------
   10       7/1/2005       $ 76,720,000.00                --
   11       8/1/2005       $ 76,720,000.00                --
   12       9/1/2005       $ 76,720,000.00                --
   13      10/1/2005       $ 76,720,000.00                --
   14      11/1/2005       $ 76,720,000.00                --
   15      12/1/2005       $ 76,720,000.00                --
   16       1/1/2006       $ 76,720,000.00                --
   17       2/1/2006       $ 76,720,000.00                --
   18       3/1/2006       $ 76,720,000.00                --
   19       4/1/2006       $ 76,720,000.00                --
   20       5/1/2006       $ 76,720,000.00                --
   21       6/1/2006       $ 76,720,000.00                --
   22       7/1/2006       $ 76,720,000.00                --
   23       8/1/2006       $ 76,720,000.00                --
   24       9/1/2006       $ 76,720,000.00                --
   25      10/1/2006       $ 76,649,271.50      $  70,728.50
   26      11/1/2006       $ 76,591,790.25      $  57,481.25
   27      12/1/2006       $ 76,520,378.07      $  71,412.18
   28       1/1/2007       $ 76,462,186.58      $  58,191.49
   29       2/1/2007       $ 76,403,674.44      $  58,512.14
   30       3/1/2007       $ 76,304,097.63      $  99,576.81
   31       4/1/2007       $ 76,244,714.38      $  59,383.25
   32       5/1/2007       $ 76,171,451.42      $  73,262.96
   33       6/1/2007       $ 76,111,337.26      $  60,114.16
   34       7/1/2007       $ 76,037,363.06      $  73,974.20
   35       8/1/2007       $ 75,976,510.04      $  60,853.02
   36       9/1/2007       $ 75,915,321.70      $  61,188.34
   37      10/1/2007       $ 75,840,302.25      $  75,019.45
   38      11/1/2007       $ 75,778,363.37      $  61,938.88
   39      12/1/2007       $ 75,702,613.59      $  75,749.78
   40       1/1/2008       $ 75,639,916.02      $  62,697.57
   41       2/1/2008       $ 75,576,872.96      $  63,043.06
   42       3/1/2008       $ 75,486,614.94      $  90,258.02
   43       4/1/2008       $ 75,422,727.16      $  63,887.78
   44       5/1/2008       $ 75,345,080.95      $  77,646.21
   45       6/1/2008       $ 75,280,413.28      $  64,667.67
   46       7/1/2008       $ 75,202,008.18      $  78,405.10
   47       8/1/2008       $ 75,136,552.15      $  65,456.03
   48       9/1/2008       $ 75,070,735.44      $  65,816.71
   49      10/1/2008       $ 74,991,212.24      $  79,523.20
   50      11/1/2008       $ 74,924,594.67      $  66,617.57
   51      12/1/2008       $ 74,844,292.17      $  80,302.50
   52       1/1/2009       $ 74,776,865.03      $  67,427.14
   53       2/1/2009       $ 74,709,066.35      $  67,798.68
   54       3/1/2009       $ 74,601,055.47      $ 108,010.88

                                      F-1


                             AMORTIZATION SCHEDULE
                       OF THE QUEENS ATRIUM MORTGAGE LOAN

 PERIOD        DATE       ENDING BALANCE(1)      PRINCIPAL(1)
--------   -----------   -------------------   ---------------
   55       4/1/2009       $ 74,532,288.04      $  68,767.43
   56       5/1/2009       $ 74,449,893.57      $  82,394.47
   57       6/1/2009       $ 74,380,293.20      $  69,600.37
   58       7/1/2009       $ 74,297,088.21      $  83,204.99
   59       8/1/2009       $ 74,226,645.84      $  70,442.37
   60       9/1/2009       $ 74,155,815.31      $  70,830.53
   61      10/1/2009       $ 74,071,413.29      $  84,402.02
   62      11/1/2009       $ 73,999,727.39      $  71,685.90
   63      12/1/2009       $ 73,914,493.04      $  85,234.35
   64       1/1/2010       $ 73,841,942.48      $  72,550.56
   65       2/1/2010       $ 73,768,992.14      $  72,950.34
   66       3/1/2010       $ 73,656,302.51      $ 112,689.63
   67       4/1/2010       $ 73,582,329.25      $  73,973.26
   68       5/1/2010       $ 73,494,869.12      $  87,460.13
   69       6/1/2010       $ 73,420,006.32      $  74,862.80
   70       7/1/2010       $ 73,331,680.60      $  88,325.72
   71       8/1/2010       $ 73,255,918.59      $  75,762.01
   72       9/1/2010       $ 73,179,739.11      $  76,179.48
   73      10/1/2010       $ 73,090,132.17      $  89,606.94
   74      11/1/2010       $ 73,013,039.17      $  77,093.00
   75      12/1/2010       $ 72,922,543.30      $  90,495.87
   76       1/1/2011       $ 72,844,526.85      $  78,016.45
   77       2/1/2011       $ 72,766,080.50      $  78,446.35
   78       3/1/2011       $ 72,648,399.39      $ 117,681.11
   79       4/1/2011       $ 72,568,872.33      $  79,527.06
   80       5/1/2011       $ 72,476,007.94      $  92,864.39
   81       6/1/2011       $ 72,395,530.96      $  80,476.98
   82       7/1/2011       $ 72,301,742.23      $  93,788.73
   83       8/1/2011       $ 72,220,305.00      $  81,437.23
   84       9/1/2011       $ 72,138,419.03      $  81,885.97
   85      10/1/2011       $ 72,043,259.25      $  95,159.78
   86      11/1/2011       $ 71,960,397.72      $  82,861.53
   87      12/1/2011       $ 71,864,288.64      $  96,109.08
   88       1/1/2012       $ 71,780,440.94      $  83,847.70
   89       2/1/2012       $ 71,696,131.22      $  84,309.72
   90       3/1/2012       $ 71,585,868.95      $ 110,262.27
   91       4/1/2012       $ 71,500,487.08      $  85,381.87
   92       5/1/2012       $ 71,401,925.53      $  98,561.55
   93       6/1/2012       $ 71,315,530.09      $  86,395.44
   94       7/1/2012       $ 71,215,982.25      $  99,547.84
   95       8/1/2012       $ 71,128,562.21      $  87,420.04
   96       9/1/2012       $ 71,040,660.47      $  87,901.74
   97      10/1/2012       $ 70,939,646.89      $ 101,013.58
   98      11/1/2012       $ 70,850,704.18      $  88,942.71
   99      12/1/2012       $ 70,748,677.66      $ 102,026.52
   100      1/1/2013       $ 70,658,682.66      $  89,995.00
   101      2/1/2013       $ 70,568,191.77      $  90,490.89

                                      F-2


                             AMORTIZATION SCHEDULE
                       OF THE QUEENS ATRIUM MORTGAGE LOAN

 PERIOD        DATE       ENDING BALANCE(1)       PRINCIPAL(1)
--------   -----------   -------------------   ------------------
   102      3/1/2013       $ 70,439,571.76      $    128,620.01
   103      4/1/2013       $ 70,347,873.51      $     91,698.25
   104      5/1/2013       $ 70,243,165.64      $    104,707.87
   105      6/1/2013       $ 70,150,385.15      $     92,780.49
   106      7/1/2013       $ 70,044,624.18      $    105,760.97
   107      8/1/2013       $ 69,950,749.67      $     93,874.51
   108      9/1/2013       $ 69,856,357.89      $     94,391.78
   109     10/1/2013       $ 69,749,029.02      $    107,328.87
   110     11/1/2013       $ 69,653,525.71      $     95,503.31
   111     12/1/2013       $ 69,545,115.24      $    108,410.47
   112      1/1/2014       $ 69,448,488.31      $     96,626.93
   113      2/1/2014       $ 69,351,328.94      $     97,159.37
   114      3/1/2014       $ 69,216,652.61      $    134,676.33
   115      4/1/2014       $ 69,118,215.77      $     98,436.84
   116      5/1/2014       $ 69,006,950.76      $    111,265.01
   117      6/1/2014       $ 68,907,358.41      $     99,592.35
   118      7/1/2014       $ 68,794,969.00      $    112,389.41
   119      8/1/2014       $ 68,694,208.58      $    100,760.42
   120      9/1/2014                    --      $ 68,694,208.58

----------
(1)   Amounts may vary from amounts shown due to rounding.


                                      F-3









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                                   Prospectus



                    BANC OF AMERICA COMMERCIAL MORTGAGE INC.
                                    DEPOSITOR






                       MORTGAGE PASS-THROUGH CERTIFICATES

CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 11 IN THIS PROSPECTUS.

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

The certificates will represent interests only in the related 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.

This prospectus may be used to offer and sell any series of certificates only
if accompanied by the prospectus supplement for that series.


THE TRUST --

o    may periodically issue mortgage pass-through certificates in one or more
     series with one or more classes; and

o    will own --

o    multifamily and commercial mortgage loans;

o    mortgage-backed securities; and

o    other property described in the accompanying prospectus supplement.


THE CERTIFICATES --

o    will represent interests in the trust and will be paid only from the trust
     assets;

o    provide for the accrual of interest based on a fixed, variable or
     adjustable interest rate;

o    may be offered through underwriters, which may include Banc of America
     Securities LLC, an affiliate of Banc of America Commercial Mortgage Inc.;
     and

o    will not be listed on any securities exchange.


THE CERTIFICATEHOLDERS --

o    will receive interest and principal payments based on the rate of payment
     of principal and the timing of receipt of payments on mortgage loans.



     NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED THESE
CERTIFICATES OR DETERMINED THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



                                 June 22, 2005






























                      (This Page Intentionally Left Blank)



























                                       2


                             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
Bank of America Corporate Center, 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 this prospectus.

                               TABLE OF CONTENTS


                                                               PAGE
                                                              -----
SUMMARY OF PROSPECTUS .......................................   6
RISK FACTORS ................................................  11
  The Limited Liquidity of Your Certificates May Have
     an Adverse Impact on Your Ability to Sell Your
     Certificates ...........................................  11
  The Limited Assets of Each Trust May Adversely
     Impact Your Ability To Recover Your Investment in
     the Event of Loss on the Underlying Mortgage
     Assets .................................................  11
  Credit Support is Limited and May Not Be Sufficient
     to Prevent Loss on Your Certificates ...................  12
  Prepayments on the Underlying Mortgage Loans
     Will Affect the Average Life of Your Certificates,
     and the Rate and Timing of those Prepayments
     May Be Highly Unpredictable ............................  12
  Certificates Purchased at a Premium or a Discount
     Will Be Sensitive to the Rate of Principal Payment......  13
  The Nature of Ratings Are Limited and Will Not
     Guarantee that You Will Receive Any Projected
     Return on Your Certificates ............................  14
  Certain Factors Affecting Delinquency, Foreclosure
     and Loss of the Mortgage Loans .........................  14
  Inclusion of Delinquent Mortgage Loans in a
     Mortgage Asset Pool ....................................  18
PROSPECTUS SUPPLEMENT .......................................  18
CAPITALIZED TERMS USED IN THIS PROSPECTUS ...................  19
DESCRIPTION OF THE TRUST FUNDS ..............................  20
  General ...................................................  20
  Mortgage Loans ............................................  20
  MBS .......................................................  24
  Certificate Accounts ......................................  25
  Credit Support ............................................  25
  Cash Flow Agreements ......................................  25
YIELD AND MATURITY CONSIDERATIONS ...........................  26
  General ...................................................  26
  Pass-Through Rate .........................................  26
  Payment Delays ............................................  26
  Certain Shortfalls in Collections of Interest .............  26
  Yield and Prepayment Considerations .......................  26
  Weighted Average Life and Maturity ........................  28
  Other Factors Affecting Yield, Weighted Average Life
     and Maturity ...........................................  29
THE DEPOSITOR ...............................................  31
DESCRIPTION OF THE CERTIFICATES .............................  31
  General ...................................................  31
  Distributions .............................................  32
  Distributions of Interest on the Certificates .............  32
  Distributions of Principal of the Certificates ............  33

                                       3



                                                               PAGE
                                                              -----
    Distributions on the Certificates Concerning
      Prepayment Premiums or Concerning Equity
      Participations ........................................ 34
    Allocation of Losses and Shortfalls ..................... 34
    Advances in Respect of Delinquencies .................... 34
    Reports to Certificateholders ........................... 35
    Voting Rights ........................................... 37
    Termination ............................................. 37
    Book-Entry Registration and Definitive Certificates ..... 37
 THE POOLING AND SERVICING AGREEMENTS ....................... 39
    General ................................................. 39
    Assignment of Mortgage Loans; Repurchases ............... 39
    Representations and Warranties; Repurchases ............. 41
    Collection and Other Servicing Procedures ............... 42
    Sub-Servicers ........................................... 44
    Certificate Account ..................................... 44
    Modifications, Waivers and Amendments of
      Mortgage Loans ........................................ 47
    Realization Upon Defaulted Mortgage Loans ............... 47
    Hazard Insurance Policies ............................... 49
    Due-on-Sale and Due-on-Encumbrance Provisions ........... 50
    Servicing Compensation and Payment of Expenses .......... 50
    Evidence as to Compliance ............................... 51
    Certain Matters Regarding the Master Servicer, the
      Special Servicer, the REMIC Administrator and the
      Depositor ............................................. 52
    Events of Default ....................................... 53
    Rights Upon Event of Default ............................ 54
    Amendment ............................................... 54
    List of Certificateholders .............................. 55
    The Trustee ............................................. 56
    Duties of the Trustee ................................... 56
    Certain Matters Regarding the Trustee ................... 56
    Resignation and Removal of the Trustee .................. 56
 DESCRIPTION OF CREDIT SUPPORT .............................. 57
    General ................................................. 57
    Subordinate Certificates ................................ 57
    Insurance or Guarantees Concerning the Mortgage
      Loans ................................................. 58
    Letter of Credit ........................................ 58
    Certificate Insurance and Surety Bonds .................. 58
    Reserve Funds ........................................... 58
    Cash Collateral Account ................................. 59
    Credit Support with respect to MBS ...................... 59
 CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS..................... 60
    General ................................................. 60
    Types of Mortgage Instruments ........................... 60
    Leases and Rents ........................................ 60
    Personalty .............................................. 61
    Foreclosure ............................................. 61

                                       4



                                                           PAGE
                                                          -----
    Bankruptcy Laws .....................................   64
    Environmental Considerations ........................   66
    Due-on-Sale and Due-on-Encumbrance Provisions .......   68
    Junior Liens; Rights of Holders of Senior Liens .....   68
    Subordinate Financing ...............................   69
    Default Interest and Limitations on Prepayments .....   69
    Applicability of Usury Laws .........................   70
    Certain Laws and Regulations ........................   70
    Americans with Disabilities Act .....................   70
    Servicemembers Civil Relief Act .....................   71
    Forfeiture for Drug and Money Laundering
      Violations ........................................   71
    Federal Deposit Insurance Act; Commercial
      Mortgage Loan Servicing ...........................   71
 CERTAIN FEDERAL INCOME TAX CONSEQUENCES.................   72
    General .............................................   72
    REMICs ..............................................   73
    Grantor Trust Funds .................................   90
    Reportable Transactions .............................  100
 STATE AND OTHER TAX CONSEQUENCES .......................  100
 CERTAIN ERISA CONSIDERATIONS ...........................  100
    General .............................................  100
    Plan Asset Regulations ..............................  100
    Insurance Company General Accounts ..................  101
    Consultation With Counsel ...........................  102
    Tax Exempt Investors ................................  102
 LEGAL INVESTMENT .......................................  102
 USE OF PROCEEDS ........................................  104
 METHOD OF DISTRIBUTION .................................  104
 LEGAL MATTERS ..........................................  106
 FINANCIAL INFORMATION ..................................  106
 RATING .................................................  106
 AVAILABLE INFORMATION ..................................  106
 INCORPORATION OF CERTAIN INFORMATION BY
    REFERENCE ...........................................  107
 GLOSSARY ...............................................  108











                                       5



                             SUMMARY OF PROSPECTUS

     This summary highlights selected information from this prospectus. It does
not contain all the information you need to consider in making your investment
decision. You should carefully review this prospectus and the related
prospectus supplement in their entirety before making any investment in the
certificates of any series. As used in this prospectus, "you" refers to a
prospective investor in certificates, and "we" refers to the depositor, Banc of
America Commercial Mortgage Inc. A "Glossary" appears at the end of this
prospectus.


SECURITIES OFFERED

Mortgage pass-through certificates.


DEPOSITOR

Banc of America Commercial Mortgage Inc., a Delaware corporation and a
subsidiary of Bank of America, N.A., has its principal executive offices at 214
North Tryon Street, Charlotte, North Carolina 28255, and its telephone number
is (704) 386-8509.


TRUSTEE

The trustee for each series of certificates will be named in the related
prospectus supplement.


MASTER SERVICER

If the trust includes mortgage loans, the master servicer for the corresponding
series of certificates will be named in the prospectus supplement.


SPECIAL SERVICER

If the trust includes mortgage loans, the special servicer for the
corresponding series of certificates will be named, or the circumstances under
which a special servicer may be appointed, will be described in the prospectus
supplement.


MBS ADMINISTRATOR

If the trust includes mortgage-backed securities, the entity responsible for
administering the mortgage-backed securities will be named in the prospectus
supplement.


REMIC ADMINISTRATOR

The person responsible for the various tax-related administration duties for a
series of certificates concerning real estate mortgage investment conduits will
be named in the prospectus supplement.


THE MORTGAGE LOANS

Each series of certificates will, in general, consist of a pool of mortgage
loans referred to as a mortgage asset pool secured by first or junior liens
on--

   o  residential properties consisting of five or more rental or
      cooperatively-owned dwelling units in high-rise, mid-rise or garden
      apartment buildings or other residential structures; or

   o  office buildings, retail stores, hotels or motels, nursing homes,
      hospitals or other health care-related facilities, recreational vehicle
      and mobile home parks, warehouse facilities, mini-warehouse facilities,
      self-storage facilities, industrial plants, parking lots, entertainment or
      sports arenas, restaurants, marinas, mixed use or various other types of
      income-producing properties or unimproved land.


                                       6


However, no one of the following types of properties will be overly-represented
in the trust at the time the trust is formed:

(1) restaurants; (2) entertainment or sports arenas; (3) marinas; or (4)
nursing homes, hospitals or other health care-related facilities.

The mortgage loans will not be guaranteed or insured by Banc of America
Commercial Mortgage Inc. or any of its affiliates or, unless otherwise provided
in the prospectus supplement, by any governmental agency or by any other
person.

If specified in the prospectus supplement, some mortgage loans may be
delinquent as of the date the trust is formed.

As described in the prospectus supplement, a mortgage loan may--

   o  provide for no accrual of interest or for accrual of interest at an
      interest rate that is fixed over its term or that adjusts from time to
      time, or that may be converted at the borrower's election from an
      adjustable to a fixed mortgage rate, or from a fixed to an adjustable
      mortgage rate;

   o  provide for level payments to maturity or for payments that adjust from
      time to time to accommodate changes in the mortgage rate or to reflect the
      occurrence of certain events, and may permit negative amortization;

   o  be fully amortizing or may be partially amortizing or nonamortizing, with
      a balloon payment due on its stated maturity date;

   o  may prohibit over its term or for a certain period prepayments and/or
      require payment of a premium or a yield maintenance payment in connection
      with certain prepayments; and

   o  provide for payments of principal, interest or both, on due dates that
      occur monthly, quarterly, semi-annually or at any other interval as
      specified in the prospectus supplement.

Each mortgage loan will have had an original term to maturity of not more than
40 years. No mortgage loan will have been originated by Banc of America
Commercial Mortgage Inc., although one of its affiliates may have originated
some of the mortgage loans.

If any mortgage loan, or group of related mortgage loans, involves unusual
credit risk, financial statements or other financial information concerning the
related mortgaged property will be included in the related prospectus
supplement.

As described in the prospectus supplement, the trust may also consist of
mortgage participations, mortgage pass-through certificates and/or other
mortgage-backed securities that evidence an interest in, or are secured by a
pledge of, one or more mortgage loans similar to the other mortgage loans in
the trust and which may or may not be issued, insured or guaranteed by the
United States or any governmental agency.


THE CERTIFICATES

Each series of certificates will be issued in one or more classes pursuant to a
pooling and servicing agreement or other agreement specified in the prospectus
supplement and will represent in total the entire beneficial ownership interest
in the trust.

As described in the prospectus supplement, the certificates of each series may
consist of one or more classes that--

   o  are senior or subordinate to one or more other classes of certificates in
      entitlement to certain distributions on the certificates;

   o  are "stripped principal certificates" entitled to distributions of
      principal, with disproportionate, nominal or no distributions of interest;


   o  are "stripped interest certificates" entitled to distributions of
      interest, with disproportionate, nominal or no distributions of principal;



                                       7


   o  provide for distributions of interest or principal that commence only
      after the occurrence of certain events, such as the retirement of one or
      more other classes of certificates of that series;

   o  provide for distributions of principal to be made, from time to time or
      for designated periods, at a rate that is faster (and, in some cases,
      substantially faster) or slower (and, in some cases, substantially slower)
      than the rate at which payments or other collections of principal are
      received on the mortgage assets in the trust;

   o  provide for distributions of principal to be made, subject to available
      funds, based on a specified principal payment schedule or other
      methodology; or

   o  provide for distribution based on collections on the mortgage assets in
      the trust attributable to prepayment premiums, yield maintenance payments
      or equity participations.

If specified in the prospectus supplement, a series of certificates may include
one or more "controlled amortization classes," which will entitle the holders
to receive principal distributions according to a specified principal payment
schedule. Although prepayment risk cannot be eliminated entirely for any class
of certificates, a controlled amortization class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
mortgage loans in the trust remains relatively constant at the rate of
prepayment used to establish the specific principal payment schedule for those
certificates. Prepayment risk with respect to a given mortgage asset pool does
not disappear, however, and the stability afforded to a controlled amortization
class comes at the expense of one or more other classes of the same series.

Each class of certificates, other than certain classes of stripped interest
certificates and certain classes of REMIC residual certificates will have an
initial stated principal amount. Each class of certificates, other than certain
classes of stripped principal certificates and certain classes of REMIC
residual certificates, will accrue interest on its certificate balance or, in
the case of certain classes of stripped interest certificates, on a notional
amount, based on a pass-through rate which may be fixed, variable or
adjustable. The prospectus supplement will specify the certificate balance,
notional amount and/or pass-through rate for each class of certificates.


DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

Interest on each class of certificates (other than certain classes of stripped
principal certificates and certain classes of REMIC residual certificates) of
each series will accrue at the applicable pass-through rate on the certificate
balance and will be paid on a distribution date. However, in the case of
certain classes of stripped interest certificates, the notional amount
outstanding from time to time will be paid to certificateholders as provided in
the prospectus supplement on a specified distribution date.

Distributions of interest concerning one or more classes of certificates may
not commence until the occurrence of certain events, such as the retirement of
one or more other classes of certificates. Interest accrued concerning a class
of accrual certificates prior to the occurrence of such an event will either be
added to the certificate balance or otherwise deferred as described in the
prospectus supplement. Distributions of interest concerning one or more classes
of certificates may be reduced to the extent of certain delinquencies, losses
and other contingencies described in this prospectus and in the prospectus
supplement.


DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES

Each class of certificates of each series (other than certain classes of
stripped interest certificates and certain classes of REMIC residual
certificates) will have a certificate balance. The certificate balance of a
class of certificates outstanding from time to time will represent the maximum
amount that the holders are then entitled to receive in respect of principal
from future cash flow on the assets in the trust. The initial total certificate
balance of all classes of a series of certificates will not be greater


                                       8


than the outstanding principal balance of the related mortgage assets as of a
specified cut-off date, after application of scheduled payments due on or
before that date, whether or not received. As described in the prospectus
supplement, distributions of principal with respect to the related series of
certificates will be made on each distribution date to the holders of the class
certificates of the series then entitled until the certificate balances of
those certificates have been reduced to zero. Distributions of principal with
respect to one or more classes of certificates--

   o  may be made at a rate that is faster (and, in some cases, substantially
      faster) or slower (and, in some cases, substantially slower) than the rate
      at which payments or other collections of principal are received on the
      assets in the trust;

   o  may not commence until the occurrence of certain events, such as the
      retirement of one or more other classes of certificates of the same
      series;

   o  may be made, subject to certain limitations, based on a specified
      principal payment schedule; or

   o  may be contingent on the specified principal payment schedule for another
      class of the same series and the rate at which payments and other
      collections of principal on the mortgage assets in the trust are received.
      Unless otherwise specified in the prospectus supplement, distributions of
      principal of any class of certificates will be made on a pro rata basis
      among all of the certificates of that class.


CREDIT SUPPORT AND CASH FLOW AGREEMENTS

If specified in the prospectus supplement, partial or full protection against
certain defaults and losses on the assets in the trust may be provided to one
or more classes of certificates by (1) subordination of one or more other
classes of certificates to classes in the same series, or by (2) one or more
other types of credit support, such as a letter of credit, insurance policy,
guarantee, reserve fund, cash collateral account, overcollateralization or
other credit support. If so provided in the prospectus supplement, the trust
may include--

   o  guaranteed investment contracts pursuant to which moneys held in the funds
      and accounts established for the related series will be invested at a
      specified rate; or

   o  certain other agreements, such as interest rate exchange agreements,
      interest rate cap or floor agreements, or other agreements designed to
      reduce the effects of interest rate fluctuations on the mortgage assets or
      on one or more classes of certificates.

Certain relevant information regarding any applicable credit support or cash
flow agreement will be set forth in the prospectus supplement for a series of
certificates.

ADVANCES

As specified in the prospectus supplement, if the trust includes mortgage
loans, the master servicer, the special servicer, the trustee, any provider of
credit support, and/or another specified person may be obligated to make, or
have the option of making, certain advances concerning delinquent scheduled
payments of principal and/or interest on mortgage loans. Any advances made
concerning a particular mortgage loan will be reimbursable from subsequent
recoveries relating to the particular mortgage loan and as described in the
prospectus supplement. If specified in the prospectus supplement, any entity
making advances may be entitled to receive interest for a specified period
during which those advances are outstanding, payable from amounts in the trust.
If the trust includes mortgaged-backed securities, any comparable advancing
obligation of a party to the related pooling and servicing agreement, or of a
party to the related mortgage-backed securities agreement, will be described in
the prospectus supplement.


OPTIONAL TERMINATION

If specified in the prospectus supplement, a series of certificates may be
subject to optional early termination through the repurchase of the mortgage
assets in the trust. If provided in the related


                                       9


prospectus supplement, upon the reduction of the certificate balance of a
specified class or classes of certificates by a specified percentage or amount,
a specified party may be authorized or required to solicit bids for the
purchase of all of the assets of the trust, or of a sufficient portion of those
assets to retire that class or classes.


CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The certificates of each series will constitute or evidence ownership of
either--

   o  "regular interests" and "residual interests" in the trust, or a designated
      portion of the trust, treated as a REMIC under Sections 860A through 860G
      of the Code; or

   o  certificates in a trust treated as a grantor trust under applicable
      provisions of the Code.

Investors are advised to consult their tax advisors and to review "Certain
Federal Income Tax Consequences" in this prospectus and in the prospectus
supplement.


CERTAIN ERISA CONSIDERATIONS

Fiduciaries of retirement plans and certain other employee benefit plans and
arrangements, including individual retirement accounts, individual retirement
annuities, Keogh plans, and collective investment funds and separate individual
retirement accounts in which such plans, accounts, annuities or arrangements
are invested, that are subject to the Employee Retirement Income Security Act
of 1974, as amended, Section 4975 of the Internal Revenue Code of 1986, or any
materially similar provisions of federal, state or local law should review with
their legal advisors whether the purchase or holding of certificates could give
rise to a transaction that is prohibited.


LEGAL INVESTMENT

If so specified in the prospectus supplement, certain classes of certificates
will constitute "mortgage related securities" for purposes of the Secondary
Mortgage Market Enhancement Act of 1984, as amended. 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 for assistance in determining whether and
to what extent the certificates constitute legal investments for them.

See "Legal Investment" in this prospectus.


RATING

At their respective dates of issuance, each class of certificates will be rated
as of investment grade by one or more nationally recognized statistical rating
agencies.




                                       10


                                 RISK FACTORS

     In considering an investment in the certificates of any series, you should
consider carefully the following risk factors and the risk factors in the
prospectus supplement.


THE LIMITED LIQUIDITY OF YOUR CERTIFICATES MAY HAVE AN ADVERSE IMPACT ON YOUR
ABILITY TO SELL YOUR CERTIFICATES.

     The certificates of any series may have limited or no liquidity. You may
be forced to bear the risk of investing in the certificates for an indefinite
period of time. In addition, you may have no redemption rights, and the
certificates are subject to early retirement only under certain circumstances.

     Lack of a Secondary Market May Limit the Liquidity of Your Certificate. We
cannot assure you that a secondary market for the certificates will develop or,
if it does develop, that it will provide certificateholders with liquidity of
investment or that it will continue for as long as the certificates remain
outstanding.

     The prospectus supplement may indicate that an underwriter intends to
establish a secondary market in the certificates, although no underwriter will
be obligated to do so. Any secondary market may provide less liquidity to
investors than any comparable market for securities relating to single-family
mortgage loans. Unless specified in the prospectus supplement, the certificates
will not be listed on any securities exchange.

     The Limited Nature of Ongoing Information Regarding Your Certificate May
Adversely Affect Liquidity. The primary source of ongoing information regarding
the certificates, including information regarding the status of the related
mortgage assets and any credit support for the certificates, will be the
periodic reports to certificateholders to be delivered pursuant to the related
pooling and servicing agreement.

     We cannot assure you that any additional ongoing information regarding the
certificates will be available through any other source. The limited nature of
the information concerning a series of certificates may adversely affect
liquidity, even if a secondary market for the certificates does develop.

     The Liquidity of Your Certificate May Be Affected by External Sources
Including Interest Rate Movement. If a secondary market does develop for the
certificates, the market value of the certificates will be affected by several
factors, including--

     o   perceived liquidity;

     o   the anticipated cash flow (which may vary widely depending upon the
         prepayment and default assumptions concerning the underlying mortgage
         loans); and

     o   prevailing interest rates.

     The price payable at any given time for certain classes of certificates
may be extremely sensitive to small fluctuations in prevailing interest rates.
The relative change in price for a certificate in response to an upward or
downward movement in prevailing interest rates may not necessarily equal the
relative change in price for the certificate in response to an equal but
opposite movement in those rates. Therefore, the sale of certificates by a
holder in any secondary market that may develop may be at a discount from the
price paid by the holder. We are not aware of any source through which price
information about the certificates will be generally available on an ongoing
basis.


THE LIMITED ASSETS OF EACH TRUST MAY ADVERSELY IMPACT YOUR ABILITY TO RECOVER
YOUR INVESTMENT IN THE EVENT OF LOSS ON THE UNDERLYING MORTGAGE ASSETS.

     Unless specified in the prospectus supplement, neither the certificates
nor the mortgage assets in the trust will be guaranteed or insured by Banc of
America Commercial Mortgage Inc. or any of its affiliates, by any governmental
agency or by any other person or entity. No certificate will


                                       11


represent a claim against or security interest in the trust funds for any other
series. Therefore, if the related trust fund has insufficient assets to make
payments, no other assets will be available for payment of the deficiency, and
the holders of one or more classes of the certificates will be required to bear
the consequent loss.

     Amounts on deposit from time to time in certain accounts constituting part
of the trust, including the certificate account and any accounts maintained as
credit support, may be withdrawn for purposes other than the payment of
principal of or interest on the related series of certificates under certain
conditions. On any distribution occurring after losses or shortfalls in
collections on the mortgage assets have been incurred, all or a portion of
those losses or shortfalls will be borne on a disproportionate basis among
classes of certificates.


CREDIT SUPPORT IS LIMITED AND MAY NOT BE SUFFICIENT TO PREVENT LOSS ON YOUR
CERTIFICATES.

     The prospectus supplement for a series of certificates will describe any
credit support. The credit support may not cover all potential losses. For
example, credit support may or may not cover loss by reason of fraud or
negligence by a mortgage loan originator or other parties. Any losses not
covered by credit support may, at least in part, be allocated to one or more
classes of certificates.

     A series of certificates may include one or more classes of subordinate
certificates, if provided in the prospectus supplement. Although subordination
is intended to reduce the likelihood of temporary shortfalls and ultimate
losses to holders of senior certificates, the amount of subordination will be
limited and may decline under certain circumstances. In addition, if principal
payments on one or more classes of certificates of a series are made in a
specified order of priority, any related credit support may be exhausted before
the principal of the later-paid classes of certificates of that series have
been repaid in full.

     The impact of losses and shortfalls experienced with respect to the
mortgage assets may fall primarily upon those classes of certificates having a
later right of payment.

     If a form of credit support covers the certificates of more than one
series and losses on the related mortgage assets exceed the amount of the
credit support, it is possible that the holders of certificates of one (or
more) series will disproportionately benefit from that credit support, to the
detriment of the holders of certificates of one (or more) other series.

     The amount of any applicable credit support supporting one or more classes
of certificates will be determined on the basis of criteria established by each
rating agency rating such classes of certificates based on an assumed level of
defaults, delinquencies and losses on the underlying mortgage assets and
certain other factors. However, we cannot assure you that the loss experience
on the related mortgage assets will not exceed such assumed levels. If the
losses on the related mortgage assets do exceed such assumed levels, the
holders of one or more classes of certificates will be required to bear such
additional losses.


PREPAYMENTS ON THE UNDERLYING MORTGAGE LOANS WILL AFFECT THE AVERAGE LIFE OF
YOUR CERTIFICATES, AND THE RATE AND TIMING OF THOSE PREPAYMENTS MAY BE HIGHLY
UNPREDICTABLE.

     As a result of prepayments on the mortgage loans in the trust, the amount
and timing of distributions of principal and/or interest on the certificates of
the related series may be highly unpredictable. Prepayments on the mortgage
loans in the trust will result in a faster rate of principal payments on one or
more classes of the related series of certificates than if payments on those
mortgage loans were made as scheduled. Therefore, the prepayment experience on
the mortgage loans in the trust may affect the average life of one or more
classes of certificates of the related series.

     The rate of principal payments on pools of mortgage loans varies among
pools and from time to time is influenced by a variety of economic,
demographic, geographic, social, tax and legal factors. For example, if
prevailing interest rates fall significantly below the mortgage rates borne by
the mortgage loans included in the trust, principal prepayments on those
mortgage loans are likely


                                       12


to be higher than if prevailing interest rates remain at or above the rates
borne by those mortgage loans. Conversely, if prevailing interest rates rise
significantly above the mortgage rates borne by the mortgage loans included in
the trust, then principal prepayments on those mortgage loans are likely to be
lower than if prevailing interest rates remain at or below the mortgage rates
borne by those mortgage loans.

     We cannot assure you what as to the actual rate of prepayment on the
mortgage loans in the trust will be, or that the rate of prepayment will
conform to any model in any prospectus supplement. As a result, depending on
the anticipated rate of prepayment for the mortgage loans in the trust, the
retirement of any class of certificates of the related series could occur
significantly earlier or later, and its average life could be significantly
shorter or longer, than expected.

     The extent to which prepayments on the mortgage loans in trust ultimately
affect the average life of any class of certificates of the related series will
depend on the terms and provisions of the certificates. A class of certificates
may provide that on any distribution date the holders of the certificates are
entitled to a pro rata share of the prepayments on the mortgage loans in the
trust fund that are distributable on that date.

     A class of certificates that entitles the holders to a disproportionately
large share of the prepayments on the mortgage loans in the trust increases the
likelihood of early retirement of that class if the rate of prepayment is
relatively fast. This type of early retirement risk is sometimes referred to as
"call risk."

     A class of certificates that entitles its holders to a disproportionately
small share of the prepayments on the mortgage loans in the trust increases the
likelihood of an extended average life of that class if the rate of prepayment
is relatively slow. This type of prolonged retirement risk is sometimes
referred to as "extension risk."

     As described in the prospectus supplement, the respective entitlements of
the various classes of certificate-holders of any series to receive payments
(and, in particular, prepayments) of principal of the mortgage loans in the
trust may vary based on the occurrence of certain events (e.g., the retirement
of one or more classes of certificates of that series) or subject to certain
contingencies (e.g., prepayment and default rates with respect to those
mortgage loans).

     A series of certificates may include one or more controlled amortization
classes, which will entitle the holders to receive principal distributions
according to a specified principal payment schedule. Although prepayment risk
cannot be eliminated entirely for any class of certificates, a controlled
amortization class will generally provide a relatively stable cash flow so long
as the actual rate of prepayment on the mortgage loans in the trust remains
relatively constant at the rate of prepayment used to establish the specific
principal payment schedule for the certificates. Prepayment risk concerning a
given mortgage asset pool does not disappear, however, and the stability
afforded to a controlled amortization class comes at the expense of one or more
companion classes of the same series.

     As described in the prospectus supplement, a companion class may entitle
the holders to a disproportionately large share of prepayments on the mortgage
loans in the trust when the rate of prepayment is relatively fast, and/or may
entitle the holders to a disproportionately small share of prepayments on the
mortgage loans in the trust when the rate of prepayment is relatively slow. A
companion class absorbs some (but not all) of the call risk and/or extension
risk that would otherwise belong to the related controlled amortization class
if all payments of principal of the mortgage loans in the trust were allocated
on a pro rata basis.


CERTIFICATES PURCHASED AT A PREMIUM OR A DISCOUNT WILL BE SENSITIVE TO THE RATE
OF PRINCIPAL PAYMENT.

     A series of certificates may include one or more classes offered at a
premium or discount. Yields on those classes of certificates will be sensitive,
and in some cases extremely sensitive, to prepayments on the mortgage loans in
the trust fund. If the amount of interest payable with respect to a class is
disproportionately large as compared to the amount of principal, as with
certain classes


                                       13


of stripped interest certificates, a holder might fail to recover its original
investment under some prepayment scenarios. The yield to maturity of any class
of certificates may vary from the anticipated yield due to the degree to which
the certificates are purchased at a discount or premium and the amount and
timing of distributions.

     You should consider, in the case of any 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. In the case of any certificate purchased at a
premium, you should consider the risk that a faster than anticipated rate of
principal payments could result in an actual yield to such investor that is
lower than the anticipated yield.


THE NATURE OF RATINGS ARE LIMITED AND WILL NOT GUARANTEE THAT YOU WILL RECEIVE
ANY PROJECTED RETURN ON YOUR CERTIFICATES.

     Any rating assigned by a rating agency to a class of certificates will
reflect only its assessment of the likelihood that holders of the certificates
will receive payments to which the certificateholders are entitled under the
related pooling and servicing agreement. Such rating will not constitute an
assessment of the likelihood that--

     o   principal prepayments on the related mortgage loans will be made;

     o   the degree to which the rate of such prepayments might differ from that
         originally anticipated; or

     o   the likelihood of early optional termination of the trust.

     Any rating will not address the possibility that prepayment of the
mortgage loans at a higher or lower rate than anticipated by an investor may
cause such investor to experience a lower than anticipated yield or that an
investor purchasing a certificate at a significant premium might fail to
recover its initial investment under certain prepayment scenarios. Therefore, a
rating assigned by a rating agency does not guarantee or ensure the realization
of any anticipated yield on a class of certificates.

     The amount, type and nature of credit support given a series of
certificates will be determined on the basis of criteria established by each
rating agency rating classes of the certificates of such series. Those criteria
are sometimes based upon an actuarial analysis of the behavior of mortgage
loans in a larger group. There can be no assurance that the historical data
supporting any such actuarial analysis will accurately reflect future
experience, or that the data derived from a large pool of mortgage loans will
accurately predict the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans. In other cases, such criteria may be based
upon determinations of the values of the properties that provide security for
the mortgage loans. However, we cannot assure you that those values will not
decline in the future. As a result, the credit support required in respect of
the certificates of any series may be insufficient to fully protect the holders
of such certificates from losses on the related mortgage asset pool.


CERTAIN FACTORS AFFECTING DELINQUENCY, FORECLOSURE AND LOSS OF THE MORTGAGE
LOANS.

     Mortgage loans made on the security of multifamily or commercial property
may have a greater likelihood of delinquency and foreclosure, and a greater
likelihood of loss than loans made on the security of an owner-occupied
single-family property. The ability of a borrower to repay a loan secured by an
income-producing property typically is dependent primarily upon the successful
operation of such property rather than upon the existence of independent income
or assets of the borrower. Therefore, the value of an income-producing property
is directly related to the net operating income derived from such property.

     If the net operating income of the property is reduced (for example, if
rental or occupancy rates decline or real estate tax rates or other operating
expenses increase), the borrower's ability to repay the loan may be impaired. A
number of the mortgage loans may be secured by liens on owner-occupied
properties or on properties leased to a single tenant or in which only a few
tenants


                                       14


produce a material amount of the rental income. As the primary component of the
net operating income of a property, rental income (and maintenance payments
from tenant stockholders of a Cooperative) and the value of any property are
subject to the vagaries of the applicable real estate market and/or business
climate. Properties typically leased, occupied or used on a short-term basis,
such as health care-related facilities, hotels and motels, and mini-warehouse
and self-storage facilities, tend to be affected more rapidly by changes in
market or business conditions than do properties leased, occupied or used for
longer periods, such as (typically) warehouses, retail stores, office buildings
and industrial plants. Commercial Properties may be secured by owner-occupied
properties or properties leased to a single tenant. Therefore, a decline in the
financial condition of the borrower or a single tenant may have a
disproportionately greater effect on the net operating income from such
properties than would be the case with respect to properties with multiple
tenants.

     Changes in the expense components of the net operating income of a
property due to the general economic climate or economic conditions in a
locality or industry segment, such as (1) increases in interest rates, real
estate and personal property tax rates and other operating expenses including
energy costs, (2) changes in governmental rules, regulations and fiscal
policies, including environmental legislation, and (3) acts of God may also
affect the net operating income and the value of the property and the risk of
default on the related mortgage loan. In some cases leases of properties may
provide that the lessee, rather than the mortgagor, is responsible for payment
of certain of these expenses. However, because leases are subject to default
risks as well as when a tenant's income is insufficient to cover its rent and
operating expenses, the existence of such "net of expense" provisions will only
temper, not eliminate, the impact of expense increases on the performance of
the related mortgage loan.

     Additional considerations may be presented by the type and use of a
particular property. For instance, properties that operate as hospitals and
nursing homes are subject to significant governmental regulation of the
ownership, operation, maintenance and financing of health care institutions.
Hotel, motel and restaurant properties are often operated pursuant to
franchise, management or operating agreements that may be terminable by the
franchisor or operator. The transferability of a hotel's or restaurant's
operating, liquor and other licenses upon a transfer of the hotel or the
restaurant, whether through purchase or foreclosure, is subject to local law
requirements.

     In addition, the concentration of default, foreclosure and loss risks in
mortgage loans in the trust will generally be greater than for pools of
single-family loans because mortgage loans in the trust generally will consist
of a smaller number of higher balance loans than would a pool of single-family
loans of comparable aggregate unpaid principal balance.

     Limited Recourse Nature of the Mortgage Loans May Make Recovery Difficult
in the Event that a Mortgage Loan Defaults. We anticipate that some or all of
the mortgage loans included in any trust fund will be nonrecourse loans or
loans for which recourse may be restricted or unenforceable. In this type of
mortgage loan, recourse in the event of borrower default will be limited to the
specific real property and other assets that were pledged to secure the
mortgage loan. However, even with respect to those mortgage loans that provide
for recourse against the borrower and its assets, we cannot assure you that
enforcement of such recourse provisions will be practicable, or that the assets
of the borrower will be sufficient to permit a recovery concerning a defaulted
mortgage loan in excess of the liquidation value of the related property.

     Cross-Collateralization Provisions May Have Limitations on Their
Enforceability. A mortgage pool may include groups of mortgage loans which are
cross-collateralized and cross-defaulted. These arrangements are designed
primarily to ensure that all of the collateral pledged to secure the respective
mortgage loans in a cross-collateralized group. Cash flows generated on these
type of mortgage loans are available to support debt service on, and ultimate
repayment of, the total indebtedness. These arrangements seek to reduce the
risk that the inability of one or more of the mortgaged properties securing any
such group of mortgage loans to generate net operating income sufficient to pay
debt service will result in defaults and ultimate losses.


                                       15


     If the properties securing a group of mortgage loans which are
cross-collateralized are not all owned by the same entity, creditors of one or
more of the related borrowers could challenge the cross-collateralization
arrangement as a fraudulent conveyance. Under federal and state fraudulent
conveyance statutes, the incurring of an obligation or the transfer of property
by a person will be subject to avoidance under certain circumstances if the
person did not receive fair consideration or reasonably equivalent value in
exchange for such obligation or transfer and was then insolvent, was rendered
insolvent by such obligation or transfer or had unreasonably small capital for
its business. A creditor seeking to enforce remedies against a property subject
to such cross-collateralization to repay such creditor's claim against the
related borrower could assert that--

     o   such borrower was insolvent at the time the cross-collateralized
         mortgage loans were made; and

     o   such borrower did not, when it allowed its property to be encumbered by
         a lien securing the indebtedness represented by the other mortgage
         loans in the group of cross-collateralized mortgage loans, receive fair
         consideration or reasonably equivalent value for, in effect,
         "guaranteeing" the performance of the other borrowers.

     Although the borrower making such "guarantee" will be receiving
"guarantees" from each of the other borrowers in return, we cannot assure you
that such exchanged "guarantees" would be found to constitute fair
consideration or be of reasonably equivalent value.

     The cross-collateralized mortgage loans may be secured by mortgage liens
on properties located in different states. Because of various state laws
governing foreclosure or the exercise of a power of sale and because
foreclosure actions are usually brought in state court, and the courts of one
state cannot exercise jurisdiction over property in another state, it may be
necessary upon a default under any such mortgage loan to foreclose on the
related mortgaged properties in a particular order rather than simultaneously
in order to ensure that the lien of the related mortgages is not impaired or
released.

     Increased Risk of Default Associated With Balloon Payments. Some of the
mortgage loans included in the trust may be nonamortizing or only partially
amortizing over their terms to maturity. These types of mortgage loans will
require substantial payments of principal and interest (that is, balloon
payments) at their stated maturity. These loans involve a greater likelihood of
default than self-amortizing loans because the ability of a borrower to make a
balloon payment typically will depend upon its ability either to refinance the
loan or to sell the related property. The ability of a borrower to accomplish
either of these goals will be affected by--

     o   the value of the related property;

     o   the level of available mortgage rates at the time of sale or
         refinancing;

     o   the borrower's equity in the related property;

     o   the financial condition and operating history of the borrower and the
         related property;

     o   tax laws;

     o   rent control laws (pertaining to certain residential properties);

     o   Medicaid and Medicare reimbursement rates (pertaining to hospitals and
         nursing homes);

     o   prevailing general economic conditions; and

     o   the availability of credit for loans secured by multifamily or
         commercial property.

     Neither Banc of America Commercial Mortgage Inc. nor any of its affiliates
will be required to refinance any mortgage loan.

     As specified in the prospectus supplement, the master servicer or the
special servicer will be permitted (within prescribed limits) to extend and
modify mortgage loans that are in default or as to which a payment default is
imminent. Although the master servicer or the special servicer generally will
be required to determine that any such extension or modification is reasonably
likely


                                       16


to produce a greater recovery than liquidation, taking into account the time
value of money, we cannot assure you that any such extension or modification
will in fact increase the present value of receipts from or proceeds of the
affected mortgage loans.

     The Lender Under a Mortgage Loan May Have Difficulty Collecting Rents Upon
the Default and/or Bankruptcy of the Related Borrower. Each mortgage loan
included in the trust secured by property that is subject to leases typically
will be secured by an assignment of leases and rents. Under such an assignment,
the mortgagor assigns to the mortgagee its right, title and interest as lessor
under the leases of the related property, and the income derived, as further
security for the related mortgage loan, while retaining a license to collect
rents for so long as there is no default. If the borrower defaults, the license
terminates and the lender is entitled to collect rents. Some state laws may
require that the lender take possession of the property and obtain a judicial
appointment of a receiver before becoming entitled to collect the rents. In
addition, if bankruptcy or similar proceedings are commenced by or in respect
of the borrower, the lender's ability to collect the rents may be adversely
affected.

     The Enforceability of Due-on-Sale and Debt-Acceleration Clauses May Be
Limited in Certain Situations. Mortgages may contain a due-on-sale clause,
which permits the lender to accelerate the maturity of the mortgage loan if the
borrower sells, transfers or conveys the related property or its interest in
the property. Mortgages also may include a debt-acceleration clause, which
permits the lender to accelerate the debt upon a monetary or nonmonetary
default of the mortgagor. Such clauses are generally enforceable subject to
certain exceptions. The courts of all states will enforce clauses providing for
acceleration in the event of a material payment default. The equity courts of
any state, however, 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 acceleration unconscionable.

     Adverse Environmental Conditions May Subject a Mortgage Loan to Additional
Risk. Under the laws of certain states, contamination of real property may give
rise to a lien on the property to assure the costs of cleanup. In several
states, such a lien has priority over an existing mortgage lien on such
property. In addition, under the laws of some states and under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, a lender may be liable, as an "owner" or "operator", for costs of
addressing releases or threatened releases of hazardous substances at a
property, if agents or employees of the lender have become sufficiently
involved in the operations of the borrower, regardless of whether the
environmental damage or threat was caused by the borrower or a prior owner. A
lender also risks such liability on foreclosure of the mortgage.

     Certain Special Hazard Losses May Subject Your Certificates to an
Increased Risk of Loss. Unless otherwise specified in a prospectus supplement,
the master servicer and special servicer for the trust will be required to
cause the borrower on each mortgage loan in the trust to maintain such
insurance coverage in respect of the property as is required under the related
mortgage, including hazard insurance. As described in the prospectus
supplement, the master servicer and the special servicer may satisfy its
obligation to cause hazard insurance to be maintained with respect to any
property through acquisition of a blanket policy.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the properties will be underwritten by different
insurers under different state laws in accordance with different applicable
state forms, and therefore will not contain identical terms and conditions,
most such policies typically do not cover any physical damage resulting from
war, revolution, governmental actions, floods and other water- related causes,
earth movement (including earthquakes, landslides and mudflows), wet or dry
rot, vermin, domestic animals and certain other kinds of risks. Unless the
mortgage specifically requires the mortgagor to insure against physical damage
arising from such causes, then, to the extent any consequent losses are not
covered by credit support, such losses may be borne, at least in part, by the
holders of one or more classes of certificates of the related series.


                                       17


     The Recording of the Mortgages in the Name of MERS May Affect the Yield on
the Certificates. The mortgages or assignments of mortgage for some of the
mortgage loans have been or may be recorded in the name of Mortgage Electronic
Registration Systems, Inc. or MERS, solely as nominee for the mortgage loan
seller and its successors and assigns. Subsequent assignments of those
mortgages are registered electronically through the MERS system. However, if
MERS discontinues the MERS system and it becomes necessary to record an
assignment of mortgage to the trustee, then any related expenses will be paid
by the trust and will reduce the amount available to pay principal of and
interest on the certificates.

     The recording of mortgages in the name of MERS is a new practice in the
commercial mortgage lending industry. Public recording officers and others may
have limited, if any, experience with lenders seeking to foreclose mortgages,
assignments of which are registered with MERS. Accordingly, delays and
additional costs in commencing, prosecuting and completing foreclosure
proceedings and conducting foreclosure sales of the mortgaged properties could
result. Those delays and the additional costs could in turn delay the
distribution of liquidation proceeds to certificateholders and increase the
amount of losses on the loans.


INCLUSION OF DELINQUENT MORTGAGE LOANS IN A MORTGAGE ASSET POOL.

     If provided in the prospectus supplement, the trust fund for a particular
series of certificates may include mortgage loans that are past due. As
specified in the related prospectus supplement, the servicing of such mortgage
loans will be performed by the special servicer. The same entity may act as
both master servicer and special servicer. Credit support provided with respect
to a particular series of certificates may not cover all losses related to such
delinquent mortgage loans, and investors should consider the risk that the
inclusion of such mortgage loans in the trust fund may adversely affect the
rate of defaults and prepayments concerning the subject mortgage asset pool and
the yield on the certificates of such series.


                             PROSPECTUS SUPPLEMENT

     To the extent appropriate, the prospectus supplement relating to each
series of offered certificates will contain--

     o   a description of the class or classes of such offered certificates,
         including the payment provisions with respect to each such class, the
         aggregate principal amount (if any) of each such class, the rate at
         which interest accrues from time to time (if at all), with respect to
         each such class or the method of determining such rate, and whether
         interest with respect to each such class will accrue from time to time
         on its aggregate principal amount (if any) or on a specified notional
         amount (if at all);

     o   information with respect to any other classes of certificates of the
         same series;

     o   the respective dates on which distributions are to be made;

     o   information as to the assets, including the mortgage assets,
         constituting the related trust fund;

     o   the circumstances, if any, under which the related trust fund may be
         subject to early termination;

     o   additional information with respect to the method of distribution of
         such offered certificates;

     o   whether one or more REMIC elections will be made and the designation of
         the "regular interests" and "residual interests" in each REMIC to be
         created and the identity of the person responsible for the various
         tax-related duties in respect of each REMIC to be created;

     o   the initial percentage ownership interest in the related trust fund to
         be evidenced by each class of certificates of such series;

     o   information concerning the trustee of the related trust fund;


                                       18


     o   if the related trust fund includes mortgage loans, information
         concerning the master servicer and any special servicer of such
         mortgage loans and the circumstances under which all or a portion, as
         specified, of the servicing of a mortgage loan would transfer from the
         master servicer to the special servicer;

     o   information as to the nature and extent of subordination of any class
         of certificates of such series, including a class of offered
         certificates; and

     o   whether such offered certificates will be initially issued in
         definitive or book-entry form.


                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

     From time to time we use capitalized terms in this prospectus. Each of
those capitalized terms will have the meaning assigned to it in the "Glossary"
attached to this prospectus.


                                       19


                        DESCRIPTION OF THE TRUST FUNDS


GENERAL

     The primary assets of each trust fund will consist of mortgage assets
which will include--

     o   various types of multifamily or commercial mortgage loans;

     o   mortgage participations, pass-through certificates or other
         mortgage-backed securities that evidence interests in, or that are
         secured by pledges of, one or more of various types of multifamily or
         commercial mortgage loans; or

     o   a combination of such mortgage loans and mortgage backed securities.

     We will establish each trust fund and select each mortgage asset. We will
purchase mortgage assets to be included in the trust fund and select each
mortgage asset from the Mortgage Asset Seller who may not have originated the
mortgage asset or issued the MBS and may be our affiliate.

     We will not insure or guaranty the mortgage assets nor will any of its
affiliates or, unless otherwise provided in the related prospectus supplement,
by any governmental agency or instrumentality or by any other person. The
discussion below under the heading "-- Mortgage Loans", unless otherwise noted,
applies equally to mortgage loans underlying any MBS included in a particular
trust fund.


MORTGAGE LOANS

     General. The mortgage loans will be evidenced by promissory notes
(referred to in this prospectus as mortgage notes) notes secured by mortgages,
deeds of trust or similar security instruments (referred to in this prospectus
as mortgages) that create first or junior liens on fee or leasehold estates in
properties consisting of--

     o   residential properties consisting of five or more rental or
         cooperatively-owned dwelling units in high-rise, mid-rise or garden
         apartment buildings or other residential structures; or

     o   office buildings, retail stores and establishments, hotels or motels,
         nursing homes, hospitals or other health care-related facilities,
         recreational vehicle and mobile home parks, warehouse facilities,
         mini-warehouse facilities, self-storage facilities, industrial plants,
         parking lots, entertainment or sports arenas, restaurants, marinas,
         mixed use or various other types of income-producing properties or
         unimproved land.

     These multifamily properties may include mixed commercial and residential
structures and apartment buildings owned by private cooperative housing
corporations. However, no one of the following types of commercial properties
will represent security for a material concentration of the mortgage loans in
any trust fund, based on principal balance at the time such trust fund is
formed: (1) restaurants; (2) entertainment or sports arenas; (3) marinas; or
(4) nursing homes, hospitals or other health care-related facilities. Unless
otherwise specified in the related prospectus supplement, each mortgage will
create a first priority mortgage lien on a borrower's fee estate in a mortgaged
property. If a mortgage creates a lien on a borrower's leasehold estate in a
property, then, unless otherwise specified in the related prospectus
supplement, the term of any such leasehold will exceed the term of the mortgage
note by at least ten years. Unless otherwise specified in the related
prospectus supplement, each mortgage loan will have been originated by a person
other than us; however, such person may be or may have been our affiliate.

     If so provided in the related prospectus supplement, mortgage assets for a
series of certificates may include mortgage loans secured by junior liens, and
the loans secured by the related senior liens may not be included in the
mortgage pool. The primary risk to holders of mortgage loans secured by junior
liens is the possibility that adequate funds will not be received in connection
with a foreclosure of the related senior liens to satisfy fully both the senior
liens and the mortgage loan. In the event that a holder of a senior lien
forecloses on a mortgaged property, the proceeds of the foreclosure or similar
sale will be applied first to the payment of court costs and fees in connection



                                       20


with the foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any
other sums due and owing to the holder of the senior liens. The claims of the
holders of the senior liens will be satisfied in full out of proceeds of the
liquidation of the related mortgaged property, if such proceeds are sufficient,
before the trust fund as holder of the junior lien receives any payments in
respect of the mortgage loan. If the master servicer were to foreclose on any
mortgage loan, it would do so subject to any related senior liens. In order for
the debt related to such mortgage loan to be paid in full at such sale, a
bidder at the foreclosure sale of such mortgage loan would have to bid an
amount sufficient to pay off all sums due under the mortgage loan and any
senior liens or purchase the mortgaged property subject to such senior liens.
In the event that such proceeds from a foreclosure or similar sale of the
related mortgaged property are insufficient to satisfy all senior liens and the
mortgage loan in the aggregate, the trust fund, as the holder of the junior
lien, and, accordingly, holders of one or more classes of the certificates of
the related series bear--

     o   the risk of delay in distributions while a deficiency judgment against
         the borrower is obtained; and

     o   the risk of loss if the deficiency judgment is not obtained and
         satisfied. Moreover, deficiency judgments may not be available in
         certain jurisdictions, or the particular mortgage loan may be a
         nonrecourse loan, which means that, absent special facts, recourse in
         the case of default will be limited to the mortgaged property and such
         other assets, if any, that were pledged to secure repayment of the
         mortgage loan.

     If so specified in the related prospectus supplement, the mortgage assets
for a particular series of certificates may include mortgage loans that are
delinquent as of the date such certificates are issued. In that case, the
related prospectus supplement will set forth, as to each such mortgage loan,
available information as to the period of such delinquency, any forbearance
arrangement then in effect, the condition of the related mortgaged property and
the ability of the mortgaged property to generate income to service the
mortgage debt.

     Default and Loss Considerations with Respect to the Mortgage
Loans. Mortgage loans secured by liens on income-producing properties are
substantially different from loans made on the security of owner-occupied
single-family homes. The repayment of a loan secured by a lien on an
income-producing property is typically dependent upon the successful operation
of such property (that is, its ability to generate income). Moreover, as noted
above, some or all of the mortgage loans included in a particular trust fund
may be nonrecourse loans.

     Lenders typically look to the Debt Service Coverage Ratio of a loan
secured by income-producing property as an important factor in evaluating the
likelihood of default on such a loan. The Net Operating Income of a mortgaged
property will generally fluctuate over time and may or may not be sufficient to
cover debt service on the related mortgage loan at any given time. As the
primary source of the operating revenues of a nonowner occupied,
income-producing property, rental income (and, with respect to a mortgage loan
secured by a cooperative apartment building, maintenance payments from
tenant-stockholders of a Cooperative) may be affected by the condition of the
applicable real estate market and/or area economy. In addition, properties
typically leased, occupied or used on a short-term basis, such as certain
health care-related facilities, hotels and motels, and mini-warehouse and
self-storage facilities, tend to be affected more rapidly by changes in market
or business conditions than do properties typically leased for longer periods,
such as warehouses, retail stores, office buildings and industrial plants.
Commercial Properties may be owner-occupied or leased to a small number of
tenants. Thus, the Net Operating Income of such a mortgaged property may depend
substantially on the financial condition of the borrower or a tenant, and
mortgage loans secured by liens on such properties may pose a greater
likelihood of default and loss than loans secured by liens on Multifamily
Properties or on multi-tenant Commercial Properties.

     Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and


                                       21


fiscal policies, may also affect the likelihood of default on a mortgage loan.
As may be further described in the related prospectus supplement, in some cases
leases of mortgaged properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses. However,
the existence of such "net of expense" provisions will result in stable Net
Operating Income to the borrower/landlord only to the extent that the lessee is
able to absorb operating expense increases while continuing to make rent
payments.

     Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a
factor in evaluating the likelihood of loss if a property must be liquidated
following a default. The lower the Loan-to-Value Ratio, the greater the
percentage of the borrower's equity in a mortgaged property, and thus (a) the
greater the incentive of the borrower to perform under the terms of the related
mortgage loan (in order to protect such equity) and (b) the greater the cushion
provided to the lender against loss on liquidation following a default.

     Loan-to-Value Ratios will not necessarily constitute an accurate measure
of the likelihood of liquidation loss in a pool of mortgage loans. For example,
the value of a mortgaged property as of the date of initial issuance of the
related series of certificates may be less than the value determined at loan
origination, and will likely continue to fluctuate from time to time based upon
certain factors including changes in economic conditions and the real estate
market. Moreover, even when current, an appraisal is not necessarily a reliable
estimate of value. Appraised values of income-producing properties are
generally based on--

     o   the market comparison method (recent resale value of comparable
         properties at the date of the appraisal), the cost replacement method
         (the cost of replacing the property at such date);

     o   the income capitalization method (a projection of value based upon the
         property's projected net cash flow); and

     o   or upon a selection from or interpolation of the values derived from
         such methods.

     Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of the
likelihood of default and loss, is even more difficult.

     Although there may be multiple methods for determining the value of a
mortgaged property, value will in all cases be affected by property
performance. As a result, if a mortgage loan defaults because the income
generated by the related mortgaged property is insufficient to cover operating
costs and expenses and pay debt service, then the value of the mortgaged
property will reflect that and a liquidation loss may occur.

     While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real
estate from single-family mortgage loans, there can be no assurance that all of
such factors will in fact have been prudently considered by the originators of
the mortgage loans, or that, for a particular mortgage loan, they are complete
or relevant. See "Risk Factors--Certain Factors Affecting Delinquency,
Foreclosure and Loss of the Mortgage Loans--General" and "--Certain Factors
Affecting Delinquency, Foreclosure and Loss of the Mortgage Loans--Increased
Risk of Default Associated With Balloon Payments".

     Payment Provisions of the Mortgage Loans. All of the mortgage loans will
(1) have had original terms to maturity of not more than 40 years and (2)
provide for scheduled payments of principal, interest or both, to be made on
specified dates that occur monthly, quarterly, semi-annually or annually. A
mortgage loan may--

     o   provide for no accrual of interest or for accrual of interest at an
         interest rate that is fixed over its term or that adjusts from time to
         time, or that may be converted at the borrower's election from an
         adjustable to a fixed Mortgage Rate, or from a fixed to an adjustable
         Mortgage Rate;


                                       22


     o   provide for level payments to maturity or for payments that adjust from
         time to time to accommodate changes in its interest rate or to reflect
         the occurrence of certain events, and may permit negative amortization;

     o   may be fully amortizing or may be partially amortizing or
         nonamortizing, with a balloon payment due on its stated maturity date;
         and

     o   may prohibit over its term or for a certain period prepayments and/or
         require payment of a premium or a yield maintenance payment in
         connection with certain prepayments, in each case as described in the
         related prospectus supplement.

     A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related mortgaged property, or profits realized
from the operation or disposition of such mortgaged property or the benefit, if
any, resulting from the refinancing of the mortgage loan, as described in the
related prospectus supplement. See "Certain Legal Aspects of the Mortgage
Loans--Default Interest and Limitations on Prepayments" in the prospectus
regarding the enforceability of prepayment premiums and yield maintenance
charges.

     Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain certain information pertaining to the mortgage loans in
the related trust fund, which, to the extent then applicable, will generally
include the following:

     o   the aggregate outstanding principal balance and the largest, smallest
         and average outstanding principal balance of the mortgage loans;

     o   the type or types of property that provide security for repayment of
         the mortgage loans;

     o   the earliest and latest origination date and maturity date of the
         mortgage loans;

     o   the original and remaining terms to maturity of the mortgage loans, or
         the respective ranges of such terms to maturity, and the weighted
         average original and remaining terms to maturity of the mortgage loans;

     o   the Loan-to-Value Ratios of the mortgage loans (either at origination
         or as of a more recent date), or the range of the Loan-to-Value-Ratios,
         and the weighted average of such Loan-to-Value Ratios;

     o   the Mortgage Rates borne by the mortgage loans, or the range of the
         Mortgage Rate, and the weighted average Mortgage Rate borne by the
         mortgage loans;

     o   with respect to mortgage loans with adjustable Mortgage Rates, the
         index or indices upon which such adjustments are based, the adjustment
         dates, the range of gross margins and the weighted average gross
         margin, and any limits on Mortgage Rate adjustments at the time of any
         adjustment and over the life of such mortgage loan;

     o   information regarding the payment characteristics of the mortgage
         loans, including, without limitation, balloon payment and other
         amortization provisions, Lock-out Periods and Prepayment Premiums;

     o   the Debt Service Coverage Ratios of the mortgage loans (either at
         origination or as of a more recent date), or the range Debt Service
         Coverage Ratios, and the weighted average of such Debt Service Coverage
         Ratios, and

     o   the geographic distribution of the mortgaged properties on a
         state-by-state basis. In appropriate cases, the related prospectus
         supplement will also contain certain information available us that
         pertains to the provisions of leases and the nature of tenants of the
         mortgaged properties. If we are unable to provide the specific
         information described above at the time any offered certificates of a
         series are initially offered, more general information of the nature
         described above will be provided in the related prospectus supplement,
         and specific information will be set forth in a report which will be
         available to purchasers of those certificates at or before their
         initial issuance and will be filed as part of a Current Report on Form
         8-K with the Securities and Exchange Commission within fifteen days
         following their issuance.


                                       23


     If any mortgage loan, or group of related mortgage loans, constitutes a
concentration of credit risk, financial statements or other financial
information with respect to the related mortgaged property or mortgaged
properties will be included in the related prospectus supplement.

     If and to the extent available and relevant to an investment decision in
the offered certificates of the related series, information regarding the
prepayment experience of a master servicer's multifamily and/or commercial
mortgage loan servicing portfolio will be included in the related prospectus
supplement. However, many servicers do not maintain records regarding such
matters or, at least, not in a format that can be readily aggregated. In
addition, the relevant characteristics of a master servicer's servicing
portfolio may be so materially different from those of the related mortgage
asset pool that such prepayment experience would not be meaningful to an
investor. For example, differences in geographic dispersion, property type
and/or loan terms (e.g., mortgage rates, terms to maturity and/or prepayment
restrictions) between the two pools of loans could render the master servicer's
prepayment experience irrelevant. Because of the nature of the assets to be
serviced and administered by a special servicer, no comparable prepayment
information will be presented with respect to the special servicer's
multifamily and/or commercial mortgage loan servicing portfolio.


MBS

     MBS may include (1) private-label (that is, not issued, insured or
guaranteed by the United States or any agency or instrumentality of the United
States) mortgage participations, mortgage pass-through certificates or other
mortgage-backed securities or (2) certificates issued and/or insured or
guaranteed by the Federal Home Loan Mortgage Corporation, the Federal National
Mortgage Association, the Governmental National Mortgage Association or the
Federal Agricultural Mortgage Corporation, provided that, unless otherwise
specified in the related prospectus supplement, each MBS will evidence an
interest in, or will be secured by a pledge of, mortgage loans that conform to
the descriptions of the mortgage loans contained in this prospectus.

     Except in the case of a pro rata mortgage participation in a single
mortgage loan or a pool of mortgage loans, each MBS included in a mortgage
asset pool: (a) either will (1) have been previously registered under the
Securities Act of 1933, as amended, (2) be exempt from such registration
requirements or (3) have been held for at least the holding period specified in
Rule 144(k) under the Securities Act of 1933, as amended; and (b) will have
been acquired (other than from us or any of our affiliates) in bona fide
secondary market transactions.

     Any MBS will have been issued pursuant to a MBS agreement which is a
participation and servicing agreement, a pooling and servicing agreement, an
indenture or similar agreement. The issuer of the MBS and/or the servicer of
the underlying mortgage loans will be parties to the MBS agreement, generally
together with a trustee or, in the alternative, with the original purchaser or
purchasers of the MBS.

     The MBS may have been issued in one or more classes with characteristics
similar to the classes of the offered certificates described in this
prospectus. Distributions in respect of the MBS will be made by the issuer of
the MBS, the servicer of the MBS, or the trustee of the MBS agreement or the
MBS trustee on the dates specified in the related prospectus supplement. The
issuer of the MBS or the MBS servicer or another person specified in the
related prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.

     Reserve funds, subordination or other credit support similar to that
described for the offered certificates under "Description of Credit Support"
may have been provided with respect to the MBS. The type, characteristics and
amount of such credit support, if any, will be a function of the
characteristics of the underlying mortgage loans and other factors and
generally will have been established on the basis of the requirements of any
rating agency that may have assigned a rating to the MBS, or by the initial
purchasers of the MBS.


                                       24


     The prospectus supplement for a series of certificates that evidence
interests in MBS will specify, to the extent available--

     o   the aggregate approximate initial and outstanding principal amount(s)
         and type of the MBS to be included in the trust fund;

     o   the original and remaining term(s) to stated maturity of the MBS, if
         applicable;

     o   the pass-through or bond rate(s) of the MBS or the formula for
         determining such rate(s);

     o   the payment characteristics of the MBS;

     o   the issuer of the MBS, servicer of the MBS and trustee of the MBS, as
         applicable, of each of the MBS;

     o   a description of the related credit support, if any;

     o   the circumstances under which the related underlying mortgage loans, or
         the MBS themselves, may be purchased prior to their maturity;

     o   the terms on which mortgage loans may be substituted for those
         originally underlying the MBS;

     o   the type of mortgage loans underlying the MBS and, to the extent
         available and appropriate under the circumstances, such other
         information in respect of the underlying mortgage loans described under
         "--Mortgage Loans--Mortgage Loan Information in Prospectus
         Supplements"; and

     o   the characteristics of any cash flow agreements that relate to the MBS.


CERTIFICATE ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund will be deposited to the extent described in this
prospectus and in the related prospectus supplement. See "The Pooling and
Servicing Agreements-- Certificate Account".


CREDIT SUPPORT

     If so provided in the prospectus supplement for a series of certificates,
partial or full protection against certain defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of such series in the form of subordination of one or more other
classes of certificates of such series or by one or more other types of credit
support, such as a letter of credit, insurance policy, guarantee or reserve
fund, among others, or a combination of subordination and credit support. The
amount and types of credit support, the identity of the entity providing it (if
applicable) and related information with respect to each type of credit
support, if any, will be set forth in the prospectus supplement for a series of
certificates. See "Risk Factors-- Credit Support Limitations" and "Description
of Credit Support".


CASH FLOW AGREEMENTS

     If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for such series will be
invested at a specified rate. The related trust fund may also include certain
other agreements, such as interest rate exchange agreements, interest rate cap
or floor agreements, or other agreements designed to reduce the effects of
interest rate fluctuations on the mortgage assets on one or more classes of
certificates. The principal terms of any such cash flow agreement, including,
without limitation, provisions relating to the timing, manner and amount of
payments and provisions relating to the termination of the cash flow agreement,
will be described in the related prospectus supplement. The related prospectus
supplement will also identify the obligor under any such cash flow agreement.


                                       25



                       YIELD AND MATURITY CONSIDERATIONS


GENERAL

     The yield on any offered certificate will depend on the price paid by the
certificateholder, the pass-through rate of the certificate and the amount and
timing of distributions on the Certificate. See "Risk Factors--Effect of
Prepayments on Average Life of Certificates". The following discussion
contemplates a trust fund that consists solely of mortgage loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a class of certificates as will the characteristics and
behavior of comparable mortgage loans, the effect may differ due to the payment
characteristics of the MBS. If a trust fund includes MBS, the related
prospectus supplement will discuss the effect, if any, that the payment
characteristics of the MBS may have on the yield to maturity and weighted
average lives of the offered certificates of the related series.


PASS-THROUGH RATE

     The certificates of any class within a series may have a fixed, variable
or adjustable pass-through rate, which may or may not be based upon the
interest rates borne by the mortgage loans in the related trust fund.

     The prospectus supplement with respect to any series of certificates will
specify the pass-through rate for each class of offered certificates of such
series or, in the case of a class of offered certificates with a variable or
adjustable pass-through rate, the method of determining the pass-through rate;
the effect, if any, of the prepayment of any mortgage loan on the pass-through
rate of one or more classes of offered certificates; and whether the
distributions of interest on the offered certificates of any class will be
dependent, in whole or in part, on the performance of any obligor under a cash
flow agreement.


PAYMENT DELAYS

     With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust
fund are due and the Distribution Date on which such payments are passed
through to certificateholders. That delay will effectively reduce the yield
that would otherwise be produced if payments on such mortgage loans were
distributed to certificateholders on the date they were due.


CERTAIN SHORTFALLS IN COLLECTIONS OF INTEREST

     When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of such prepayment
only through the date of such prepayment, instead of through the Due Date for
the next succeeding scheduled payment. However, interest accrued on any series
of certificates and distributable on any Distribution Date will generally
correspond to interest accrued on the mortgage loans to their respective Due
Dates during the related Due Period. If a prepayment on any mortgage loan is
distributable to Certificateholders on a particular Distribution Date, but such
prepayment is not accompanied by interest to the Due Date for such mortgage
loan in the related Due Period, then the interest charged to the borrower (net
of servicing and administrative fees) may be less than the corresponding amount
of interest accrued and otherwise payable on the certificates of the related
series. If and to the extent that any such shortfall is allocated to a class of
offered certificates, the yield will be adversely affected. The prospectus
supplement for each series of certificates will describe the manner in which
any such shortfalls will be allocated among the classes of such certificates.
The related prospectus supplement will also describe any amounts available to
offset such shortfalls.


YIELD AND PREPAYMENT CONSIDERATIONS

     A certificate's yield to maturity will be affected by the rate of
principal payments on the mortgage loans in the related trust fund and the
allocation the principal payments to reduce the


                                       26


principal balance (or notional amount, if applicable) of such certificate. The
rate of principal payments on the mortgage loans in any trust fund will in turn
be affected by the amortization schedules of the mortgage loans (which, in the
case of mortgage loans, may change periodically to accommodate adjustments to
the corresponding Mortgage Rates), the dates on which any balloon payments are
due, and the rate of principal prepayments (including for this purpose,
voluntary prepayments by borrowers and also prepayments resulting from
liquidations of mortgage loans due to defaults, casualties or condemnations
affecting the related mortgaged properties, or purchases of mortgage loans out
of the related trust fund). Because the rate of principal prepayments on the
mortgage loans in any trust fund will depend on future events and a variety of
factors (as described below), no assurance can be given as to such rate.

     The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and
to what degree, payments of principal on the mortgage loans in the related
trust fund are in turn distributed on such certificates (or, in the case of a
class of Stripped Interest Certificates, result in the reduction of the
notional amount of the Stripped Interest 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 in the related trust fund 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 such mortgage loans could result in
an actual yield to such investor that is lower than the anticipated yield. In
addition, if an investor purchases an offered certificate at a discount (or
premium), and principal payments are made in reduction of the principal balance
or notional amount of such investor's offered certificates at a rate slower (or
faster) than the rate anticipated by the investor during any particular period,
any consequent adverse effects on such investor's yield would not be fully
offset by a subsequent increase (or decrease) in the rate of principal
payments.

     In general, the notional amount of a class of Stripped Interest
Certificates will either--

     o   be based on the principal balances of some or all of the mortgage
         assets in the related trust fund; or

     o   equal the Certificate Balances of one or more of the other classes of
         certificates of the same series.

     Accordingly, the yield on such Stripped Interest Certificates will be
inversely related to the rate at which payments and other collections of
principal are received on such mortgage assets or distributions are made in
reduction of the Certificate Balances of such classes of certificates, as the
case may be.

     Consistent with the foregoing, if a class of certificates of any series
consists of Stripped Interest Certificates or Stripped Principal Certificates,
a lower than anticipated rate of principal prepayments on the mortgage loans in
the related trust fund will negatively affect the yield to investors in
Stripped Principal Certificates, and a higher than anticipated rate of
principal prepayments on such mortgage loans will negatively affect the yield
to investors in Stripped Interest Certificates. If the offered certificates of
a series include any such certificates, the related prospectus supplement will
include a table showing the effect of various constant assumed levels of
prepayment on yields on such certificates. Such tables will be intended to
illustrate the sensitivity of yields to various constant assumed prepayment
rates and will not be intended to predict, or to provide information that will
enable investors to predict, yields or prepayment rates.

     The extent of prepayments of principal of the mortgage loans in any trust
fund may be affected by a number of factors, including, without limitation--

     o   the availability of mortgage credit, the relative economic vitality of
         the area in which the mortgaged properties are located;

     o   the quality of management of the mortgaged properties;


                                       27


     o   the servicing of the mortgage loans; and

     o   possible changes in tax laws and other opportunities for investment.

     In general, those factors which increase the attractiveness of selling a
mortgaged property or refinancing a mortgage loan or which enhance a borrower's
ability to do so, as well as those factors which increase the likelihood of
default under a mortgage loan, would be expected to cause the rate of
prepayment in respect of any mortgage asset pool to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment of any mortgage asset pool to slow.

     The rate of principal payments on the mortgage loans in any trust fund may
also be affected by the existence of Lock-out Periods and requirements that
principal prepayments be accompanied by prepayment premiums, and by the extent
to which such provisions may be practicably enforced. To the extent
enforceable, such provisions could constitute either an absolute prohibition
(in the case of a Lock-out Period) or a disincentive (in the case of a
Prepayment Premium) to a borrower's voluntarily prepaying its mortgage loan,
thereby slowing the rate of prepayments.

     The rate of prepayment on a pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below a
mortgage coupon, a borrower may have an increased incentive to refinance its
mortgage loan. Even in the case of adjustable rate mortgage loans, as
prevailing market interest rates decline, and without regard to whether the
Mortgage Rates on such adjustable rate mortgage loans decline in a manner
consistent with the prevailing market interest rates, the related borrowers may
have an increased incentive to refinance for purposes of either (1) converting
to a fixed rate loan and thereby "locking in" such rate or (2) taking advantage
of a different index, margin or rate cap or floor on another adjustable rate
mortgage loan. Therefore, as prevailing market interest rates decline,
prepayment speeds would be expected to accelerate.

     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 in the mortgaged
properties, 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. We make no representation as to the particular factors
that will affect the prepayment of the mortgage loans in any trust fund, as to
the relative importance of such factors, as to the percentage of the principal
balance of such mortgage loans that will be paid as of any date or as to the
overall rate of prepayment on such mortgage loans.


WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life
of one or more classes of the certificates of such series. Unless otherwise
specified in the related prospectus supplement, weighted average life refers to
the average amount of time that will elapse from the date of issuance of an
instrument until each dollar allocable as principal of such instrument is
repaid to the investor.

     The weighted average life and maturity of a class of certificates of any
series will be influenced by the rate at which principal on the related
mortgage loans, whether in the form of scheduled amortization or prepayments
(for this purpose, the term "prepayment" includes voluntary prepayments by
borrowers and also prepayments resulting from liquidations of mortgage loans
due to default, casualties or condemnations affecting the related mortgaged
properties and purchases of mortgage loans out of the related trust fund), is
paid to such class. Prepayment rates on loans are commonly measured relative to
a prepayment standard or model, such as the CPR prepayment model or the SPA
prepayment model. CPR represents an assumed constant rate of prepayment each
month (expressed as an annual percentage) relative to the then outstanding
principal balance of a pool of mortgage loans for the life of such loans. SPA
represents an assumed variable rate of prepayment each month (expressed as an
annual percentage) relative to the then outstanding


                                       28


principal balance of a pool of mortgage loans, with different prepayment
assumptions often expressed as percentages of SPA. For example, a prepayment
assumption of 100% of SPA assumes prepayment rates of 0.2% per annum of the
then outstanding principal balance of such loans in the first month of the life
of the loans and an additional 0.2% per annum in each month thereafter until
the thirtieth month. Beginning in the thirtieth month, and in each month
thereafter during the life of the loans, 100% of SPA assumes a constant
prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical
prepayment experience for single-family mortgage loans. Thus, it is unlikely
that the prepayment experience of the mortgage loans included in any trust fund
will conform to any particular level of CPR or SPA.

     The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average
life of each class of offered certificates of such series with a Certificate
Balance, and the percentage of the initial Certificate Balance of each such
class that would be outstanding on specified Distribution Dates, based on the
assumptions stated in such prospectus supplement, including assumptions that
prepayments on the related mortgage loans are made at rates corresponding to
various percentages of CPR or SPA, or at such other rates specified in such
prospectus supplement. Such tables and assumptions will illustrate the
sensitivity of the weighted average lives of the certificates to various
assumed prepayment rates and will not be intended to predict, or to provide
information that will enable investors to predict, the actual weighted average
lives of the certificates.


OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage
loans included in a particular trust fund may require that balloon payments be
made at maturity. Because the ability of a borrower to make a balloon payment
typically will depend upon its ability either to refinance the loan or to sell
the related mortgaged property, there is a possibility that mortgage loans that
require balloon payments may default at maturity, or that the maturity of such
a mortgage loan may be extended in connection with a workout. In the case of
defaults, recovery of proceeds may be delayed by, among other things,
bankruptcy of the borrower or adverse conditions in the market where the
property is located. In order to minimize losses on defaulted mortgage loans,
the master servicer or the special servicer, to the extent and under the
circumstances set forth in this prospectus and in the related prospectus
supplement, may be authorized to modify mortgage loans that are in default or
as to which a payment default is imminent. Any defaulted balloon payment or
modification that extends the maturity of a mortgage loan may delay
distributions of principal on a class of offered certificates and thereby
extend the weighted average life of such certificates and, if such certificates
were purchased at a discount, reduce the yield.

     Negative Amortization. The weighted average life of a class of
certificates can be affected by mortgage loans that permit negative
amortization to occur (that is, mortgage loans that provide for the current
payment of interest calculated at a rate lower than the rate at which interest
accrues, with the unpaid portion of such interest being added to the related
principal balance). Negative amortization on one or more mortgage loans in any
trust fund may result in negative amortization on the offered certificates of
the related series. The related prospectus supplement will describe, if
applicable, the manner in which negative amortization in respect of the
mortgage loans in any trust fund is allocated among the respective classes of
certificates of the related series. The portion of any mortgage loan negative
amortization allocated to a class of certificates may result in a deferral of
some or all of the interest payable, which deferred interest may be added to
the Certificate Balance of the certificates. In addition, an adjustable rate
mortgage loan that permits negative amortization would be expected during a
period of increasing interest rates to amortize at a slower rate (and perhaps
not at all) than if interest rates were declining or were remaining constant.
Such slower rate of mortgage loan amortization would correspondingly be
reflected in a slower rate of amortization for one or more classes of
certificates of the related series. Accordingly, the weighted average lives


                                       29


of mortgage loans that permit negative amortization (and that of the classes of
certificates to which any such negative amortization would be allocated or that
would bear the effects of a slower rate of amortization on such mortgage loans)
may increase as a result of such feature.

     Negative amortization may occur in respect of an adjustable rate mortgage
      loan that--

     o   limits the amount by which its scheduled payment may adjust in response
         to a change in its Mortgage Rate;

     o   provides that its scheduled payment will adjust less frequently than
         its Mortgage Rate; or

     o   provides for constant scheduled payments notwithstanding adjustments to
         its Mortgage Rate.

     Accordingly, during a period of declining interest rates, the scheduled
payment on such a mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the
then applicable Mortgage Rate, thereby resulting in the accelerated
amortization of such mortgage loan. Any such acceleration in amortization of
its principal balance will shorten the weighted average life of such mortgage
loan and, correspondingly, the weighted average lives of those classes of
certificates entitled to a portion of the principal payments on such mortgage
loan.

     The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon (1) whether such offered certificate
was purchased at a premium or a discount and (2) the extent to which the
payment characteristics of such mortgage loans delay or accelerate the
distributions of principal on such certificate (or, in the case of a Stripped
Interest Certificate, delay or accelerate the reduction of the notional amount
of a Stripped Interest Certificate). See "--Yield and Prepayment
Considerations" above.

     Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance
with their terms will affect the weighted average lives of those mortgage loans
and, accordingly, the weighted average lives of and yields on the certificates
of the related series. Servicing decisions made with respect to the mortgage
loans, including the use of payment plans prior to a demand for acceleration
and the restructuring of mortgage loans in bankruptcy proceedings or otherwise,
may also have an effect upon the payment patterns of particular mortgage loans
and thus the weighted average lives of and yields on the certificates of the
related series.

     Losses and Shortfalls on the Mortgage Assets. The yield to holders of the
offered certificates of any series will directly depend on the extent to which
such holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the mortgage loans in the related trust
fund and the timing of such losses and shortfalls. In general, the earlier that
any such loss or shortfall occurs, the greater will be the negative effect on
yield for any class of certificates that is required to bear the effects of
such loss or shortfall.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support) will be allocated among
the respective classes of certificates of the related series in the priority
and manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, such allocations
may be effected by (1) a reduction in the entitlements to interest and/or the
Certificate Balances of one or more such classes of certificates and/or (2)
establishing a priority of payments among such classes of certificates.

     The yield to maturity on a class of Subordinate Certificates may be
extremely sensitive to losses and shortfalls in collections on the mortgage
loans in the related trust fund.

     Additional Certificate Amortization. In addition to entitling the holders
to a specified portion (which may during specified periods range from none to
all) of the principal payments received on


                                       30


the mortgage assets in the related trust fund, one or more classes of
certificates of any series, including one or more classes of offered
certificates of such series, may provide for distributions of principal from--

     o   amounts attributable to interest accrued but not currently
         distributable on one or more classes of Accrual Certificates;

     o   Excess Funds; or

     o   any other amounts described in the related prospectus supplement.

     The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of such
certificates and, if such certificates were purchased at a premium, reduce the
yield. The related prospectus supplement will discuss the relevant factors to
be considered in determining whether distributions of principal of any class of
certificates out of such sources is likely to have any material effect on the
rate at which such certificates are amortized and the consequent yield with
respect thereto.


                                 THE DEPOSITOR

     We are Banc of America Commercial Mortgage Inc., a Delaware corporation
and were organized on December 13, 1995 for the limited purpose of acquiring,
owning and transferring mortgage assets and selling interests in the mortgage
assets or bonds secured by the mortgage assets. We are a subsidiary of Bank of
America, N.A. We maintain our principal office at 214 North Tryon Street,
Charlotte, North Carolina 28255. Our telephone number is (704) 386-8509.

     Unless otherwise noted in the related prospectus supplement, neither we
nor any of our affiliates will insure or guarantee distributions on the
certificates of any series.


                        DESCRIPTION OF THE CERTIFICATES


GENERAL

     Each series of certificates will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related pooling and
servicing agreement. As described in the related prospectus supplement, the
certificates of each series, including the certificates of such series being
offered for sale, may consist of one or more classes of certificates that,
among other things:

     o   provide for the accrual of interest on the Certificate Balance or
         Notional Amount at a fixed, variable or adjustable rate;

     o   constitute Senior Certificates or Subordinate Certificates;

     o   constitute Stripped Interest Certificates or Stripped Principal
         Certificates;

     o   provide for distributions of interest or principal that commence only
         after the occurrence of certain events, such as the retirement of one
         or more other classes of certificates of such series;

     o   provide for distributions of principal to be made, from time to time or
         for designated periods, at a rate that is faster (and, in some cases,
         substantially faster) or slower (and, in some cases, substantially
         slower) than the rate at which payments or other collections of
         principal are received on the mortgage assets in the related trust
         fund;

     o   provide for distributions of principal to be made, subject to available
         funds, based on a specified principal payment schedule or other
         methodology; or

     o   provide for distributions based on collections on the mortgage assets
         in the related trust fund attributable to Prepayment Premiums and
         Equity Participations.

     If so specified in the related prospectus supplement, a class of
certificates may have two or more component parts, each having characteristics
that are otherwise described in this prospectus as


                                       31


being attributable to separate and distinct classes. For example, a class of
certificates may have a Certificate Balance on which it accrues interest at a
fixed, variable or adjustable rate. Such class of certificates may also have
certain characteristics attributable to Stripped Interest Certificates insofar
as it may also entitle the holders of Stripped Interest Certificates to
distributions of interest accrued on a Notional Amount at a different fixed,
variable or adjustable rate. In addition, a class of certificates may accrue
interest on one portion of its Certificate Balance at one fixed, variable or
adjustable rate and on another portion of its Certificate Balance at a
different fixed, variable or adjustable rate.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of certain
classes of Stripped Interest Certificates or REMIC Residual Certificates,
notional amounts or percentage interests, specified in the related prospectus
supplement. As provided in the related prospectus supplement, one or more
classes of offered certificates of any series may be issued in fully
registered, definitive form or may be offered in book-entry format through the
facilities of DTC. The offered certificates of each series (if issued in fully
registered definitive form) may be transferred or exchanged, subject to any
restrictions on transfer described in the related prospectus supplement, at the
location specified in the related prospectus supplement, without the payment of
any service charges, other than any tax or other governmental charge payable in
connection with that transfer or exchange. Interests in a class of certificates
offered in book-entry format will be transferred on the book-entry records of
DTC and its participating organizations. If so specified in the related
prospectus supplement, arrangements may be made for clearance and settlement
through Clearstream Banking, societe anonyme, or Euroclear Bank S.A./N.V., as
operator of the Euroclear System, if they are participants in DTC.


DISTRIBUTIONS

     Distributions on the certificates of each series will be made on each
Distribution Date from the Available Distribution Amount for such series and
such Distribution Date. The particular components of the Available Distribution
Amount for any series and Distribution Date will be more specifically described
in the related prospectus supplement. Except as otherwise specified in the
related prospectus supplement, the Distribution Date for a series of
certificates will be the 11th day of each month (or, if any such 11th day is
not a business day, the next succeeding business day), commencing in the month
immediately following the month in which such series of certificates is issued.

     Except as otherwise specified in the related prospectus supplement,
distributions on the certificates of each series (other than the final
distribution in retirement of any such certificate) will be made to the persons
in whose names such certificates are registered at the close of business on the
Record Date, and the amount of each distribution will be determined as of the
close of business on the date specified in the related prospectus supplement.
All distributions with respect to each class of certificates on each
Distribution Date will be allocated pro rata among the outstanding certificates
in such class in proportion to the respective percentage interests evidenced by
those certificates unless otherwise specified in the related prospectus
supplement. Payments will be made either by wire transfer in immediately
available funds to the account of a certificateholder at a bank or other entity
having appropriate facilities therefor, if such certificateholder has provided
the person required to make such payments with wiring instructions no later
than the related Record Date or such other date specified in the related
prospectus supplement (and, if so provided in the related prospectus
supplement, such certificate-holder holds certificates in the requisite amount
or denomination specified in the prospectus supplement), or by check mailed to
the address of such certificateholder as it appears on the Certificate
Register; provided, however, that the final distribution in retirement of any
class of certificates (whether issued in fully registered definitive form or in
book-entry format) will be made only upon presentation and surrender of such
certificates at the location specified in the notice to certificateholders of
such final distribution.


DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates of each series (other than certain classes of
Stripped Principal Certificates and certain classes of REMIC Residual
Certificates that have no pass-through rate) may


                                       32


have a different pass-through rate, which in each case may be fixed, variable
or adjustable. The related prospectus supplement will specify the pass-through
rate or, in the case of a variable or adjustable pass-through rate, the method
for determining the pass-through rate, for each class of offered certificates.
Unless otherwise specified in the related prospectus supplement, interest on
the certificates of each series will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

     Distributions of interest in respect of any class of certificates (other
than a class of Accrual Certificates, which will be entitled to distributions
of accrued interest commencing only on the Distribution Date or under the
circumstances specified in the related prospectus supplement, and other than
any class of Stripped Principal Certificates or REMIC Residual Certificates
that is not entitled to any distributions of interest) will be made on each
Distribution Date based on the Accrued Certificate Interest for such class and
such Distribution Date, subject to the sufficiency of that portion, if any, of
the Available Distribution Amount allocable to such class on such Distribution
Date. Prior to the time interest is distributable on any class of Accrual
Certificates, the amount of Accrued Certificate Interest otherwise
distributable on such class will be added to the Certificate Balance of such
Accrual Certificates on each Distribution Date or otherwise deferred as
described in the related prospectus supplement. Unless otherwise provided in
the related prospectus supplement, the Accrued Certificate Interest for each
Distribution Date on a class of Stripped Interest Certificates will be
similarly calculated except that it will accrue on a Notional Amount. Reference
to a Notional Amount with respect to a class of Stripped Interest Certificates
is solely for convenience in making certain calculations and does not represent
the right to receive any distributions of principal. If so specified in the
related prospectus supplement, the amount of Accrued Certificate Interest that
is otherwise distributable on (or, in the case of Accrual Certificates, that
may otherwise be added to the Certificate Balance of) one or more classes of
the certificates of a series may be reduced to the extent that any Prepayment
Interest Shortfalls, as described under "Yield and Maturity
Considerations--Certain Shortfalls in Collections of Interest", exceed the
amount of any sums that are applied to offset the amount of such shortfalls.
The particular manner in which such shortfalls will be allocated among some or
all of the classes of certificates of that series will be specified in the
related prospectus supplement. The related prospectus supplement will also
describe the extent to which the amount of Accrued Certificate Interest that is
otherwise distributable on (or, in the case of Accrual Certificates, that may
otherwise be added to the Certificate Balance of) a class of offered
certificates may be reduced as a result of any other contingencies, including
delinquencies, losses and deferred interest on or in respect of the mortgage
assets in the related trust fund. Unless otherwise provided in the related
prospectus supplement, any reduction in the amount of Accrued Certificate
Interest otherwise distributable on a class of certificates by reason of the
allocation to such class of a portion of any deferred interest on or in respect
of the mortgage assets in the related trust fund will result in a corresponding
increase in the Certificate Balance of such class. See "Risk Factors--Effect of
Prepayments on Average Life of Certificates" and "--Effect of Prepayments on
Yield of Certificates" and "Yield and Maturity Considerations--Certain
Shortfalls in Collections of Interest".


DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES

     Each class of certificates of each series (other than certain classes of
Stripped Interest Certificates and certain classes of REMIC Residual
Certificates) will have a Certificate Balance, which, at any time, will equal
the then maximum amount that the holders of certificates of such class will be
entitled to receive as principal out of the future cash flow on the mortgage
assets and other assets included in the related trust fund. The outstanding
Certificate Balance of a class of certificates will be reduced by distributions
of principal made from time to time and, if and to the extent so provided in
the related prospectus supplement, further by any losses incurred in respect of
the related mortgage assets allocated thereto from time to time. In turn, the
outstanding Certificate Balance of a class of certificates may be increased as
a result of any deferred interest on or in respect of the related mortgage
assets being allocated thereto from time to time, and will be increased, in the
case of a class of Accrual Certificates prior to the Distribution Date on which
distributions of interest are required to commence, by the amount of any
Accrued Certificate Interest in respect of


                                       33


such Accrual Certificate (reduced as described above). The initial aggregate
Certificate Balance of all classes of a series of certificates will not be
greater than the aggregate outstanding principal balance of the related
mortgage assets as of a specified date, after application of scheduled payments
due on or before such date, whether or not received. The initial Certificate
Balance of each class of a series of certificates will be specified in the
related prospectus supplement. As and to the extent described in the related
prospectus supplement, distributions of principal with respect to a series of
certificates will be made on each Distribution Date to the holders of the class
or classes of certificates of such series entitled thereto until the
Certificate Balances of such certificates have been reduced to zero.
Distributions of principal with respect to one or more classes of certificates
may be made at a rate that is faster (and, in some cases, substantially faster)
than the rate at which payments or other collections of principal are received
on the mortgage assets in the related trust fund. Distributions of principal
with respect to one or more classes of certificates may not commence until the
occurrence of certain events, such as the retirement of one or more other
classes of certificates of the same series, or may be made at a rate that is
slower (and, in some cases, substantially slower) than the rate at which
payments or other collections of principal are received on the mortgage assets
in the related trust fund. Distributions of principal with respect to
Controlled Amortization Classes may be made, subject to available funds, based
on a specified principal payment schedule. Distributions of principal with
respect to Companion Classes may be contingent on the specified principal
payment schedule for a Controlled Amortization Class of the same series and the
rate at which payments and other collections of principal on the mortgage
assets in the related trust fund are received. Unless otherwise specified in
the related prospectus supplement, distributions of principal of any class of
offered certificates will be made on a pro rata basis among all of the
certificates of such class.


DISTRIBUTIONS ON THE CERTIFICATES CONCERNING PREPAYMENT PREMIUMS OR CONCERNING
EQUITY PARTICIPATIONS

     If so provided in the related prospectus supplement, Prepayment Premiums
or payments in respect of Equity Participations received on or in connection
with the mortgage assets in any trust fund will be distributed on each
Distribution Date to the holders of the class of certificates of the related
series entitled thereto in accordance with the provisions described in such
prospectus supplement. Alternatively, we or any of our affiliates may retain
such items or by any other specified person and/or may be excluded as trust
assets.


ALLOCATION OF LOSSES AND SHORTFALLS

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund (to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support) will be allocated among
the respective classes of certificates of the related series in the priority
and manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, such allocations
may be effected by (1) a reduction in the entitlements to interest and/or the
Certificate Balances of one or more such classes of certificates and/or (2)
establishing a priority of payments among such classes of certificates. See
"Description of Credit Support".


ADVANCES IN RESPECT OF DELINQUENCIES

     If and to the extent provided in the related prospectus supplement, if a
trust fund includes mortgage loans, the master servicer, the special servicer,
the trustee, any provider of credit support and/or any other specified person
may be obligated to advance, or have the option of advancing, on or before each
Distribution Date, from its or their own funds or from excess funds held in the
related Certificate Account that are not part of the Available Distribution
Amount for the related series of certificates for such Distribution Date, an
amount up to the aggregate of any payments of principal (other than the
principal portion of any balloon payments) and interest that were due on or in
respect of such mortgage loans during the related Due Period and were
delinquent on the related Determination Date.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates entitled
thereto, rather than to guarantee or insure


                                       34


against losses. Accordingly, all advances made out of a specific entity's own
funds will be reimbursable out of related recoveries on the mortgage loans
(including amounts drawn under any fund or instrument constituting credit
support) respecting which such advances were made and such other specific
sources as may be identified in the related prospectus supplement, including,
in the case of a series that includes one or more classes of Subordinate
Certificates, if so identified, collections on other mortgage assets in the
related trust fund that would otherwise be distributable to the holders of one
or more classes of such Subordinate Certificates. No advance will be required
to be made by a master servicer, special servicer or trustee if, in the
judgment of the master servicer, special servicer or trustee, as the case may
be, such advance would not be recoverable from recoveries on the mortgage loans
or another specifically identified source; and, if previously made by a master
servicer, special servicer or trustee, such an advance will be reimbursable
thereto from any amounts in the related Certificate Account prior to any
distributions being made to the related series of Certificateholders.

     If advances have been made by a master servicer, special servicer, trustee
or other entity from excess funds in a Certificate Account, such master
servicer, special servicer, trustee or other entity, as the case may be, will
be required to replace such funds in such Certificate Account on or prior to
any future Distribution Date to the extent that funds in such Certificate
Account on such Distribution Date are less than payments required to be made to
the related series of Certificateholders on such date. If so specified in the
related prospectus supplement, the obligation of a master servicer, special
servicer, trustee or other entity to make advances may be secured by a cash
advance reserve fund or a surety bond. If applicable, information regarding the
characteristics of, and the identity of any obligor on, any such surety bond,
will be set forth in the related prospectus supplement.

     If and to the extent so provided in the related prospectus supplement, any
entity making advances will be entitled to receive interest on certain or all
of such advances for a specified period during which such advances are
outstanding at the rate specified in such prospectus supplement, and such
entity will be entitled to payment of such interest periodically from general
collections on the mortgage loans in the related trust fund prior to any
payment to the related series of Certificateholders or as otherwise provided in
the related pooling and servicing agreement and described in such prospectus
supplement.

     The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable
advancing obligation of a party to the related pooling and servicing agreement
or of a party to the agreement pursuant to which the MBS was issued.


REPORTS TO CERTIFICATEHOLDERS

     On each Distribution Date, together with the distribution to the holders
of each class of the offered certificates of a series, a master servicer,
manager or trustee, as provided in the related prospectus supplement, will
forward to each such holder, a Distribution Date Statement that, unless
otherwise provided in the related prospectus supplement, will set forth, among
other things, in each case to the extent applicable:

     o   the amount of such distribution to holders of such class of offered
         certificates that was applied to reduce the Certificate Balance of such
         class;

     o   the amount of such distribution to holders of such class of offered
         certificates that was applied to pay Accrued Certificate Interest;

     o   the amount, if any, of such distribution to holders of such class of
         offered certificates that was allocable to (A) Prepayment Premiums and
         (B) payments on account of Equity Participations;

     o   the amount, if any, by which such distribution is less than the amounts
         to which holders of such class of offered certificates are entitled;

     o   if the related trust fund includes mortgage loans, the aggregate amount
         of advances included in such distribution;


                                       35


     o   if the related trust fund includes mortgage loans, the amount of
         servicing compensation received by the related master servicer (and, if
         payable directly out of the related trust fund, by any special servicer
         and any sub-servicer) and, if the related trust fund includes MBS, the
         amount of administrative compensation received by the MBS
         Administrator;

     o   information regarding the aggregate principal balance of the related
         mortgage assets on or about such Distribution Date;

     o   if the related trust fund includes mortgage loans, information
         regarding the number and aggregate principal balance of such mortgage
         loans that are delinquent;

     o   if the related trust fund includes mortgage loans, information
         regarding the aggregate amount of losses incurred and principal
         prepayments made with respect to such mortgage loans during the
         specified period, generally corresponding in length to the period
         between Distribution Dates, during which prepayments and other
         unscheduled collections on the mortgage loans in the related trust fund
         must be received in order to be distributed on a particular
         Distribution Date);

     o   the Certificate Balance or Notional Amount, as the case may be, of such
         class of certificates at the close of business on such Distribution
         Date, separately identifying any reduction in such Certificate Balance
         or Notional Amount due to the allocation of any losses in respect of
         the related mortgage assets, any increase in such Certificate Balance
         or Notional Amount due to the allocation of any negative amortization
         in respect of the related mortgage assets and any increase in the
         Certificate Balance of a class of Accrual Certificates, if any, in the
         event that Accrued Certificate Interest has been added to such balance;

     o   if such class of offered certificates has a variable pass-through rate
         or an adjustable pass-through rate, the pass-through rate applicable
         thereto for such Distribution Date and, if determinable, for the next
         succeeding Distribution Date;

     o   the amount deposited in or withdrawn from any reserve fund on such
         Distribution Date, and the amount remaining on deposit in such reserve
         fund as of the close of business on such Distribution Date;

     o   if the related trust fund includes one or more instruments of credit
         support, such as a letter of credit, an insurance policy and/or a
         surety bond, the amount of coverage under each such instrument as of
         the close of business on such Distribution Date; and

     o   the amount of credit support being afforded by any classes of
         Subordinate Certificates.

     In the case of information furnished pursuant to the first 3 bulleted
items above, the amounts will be expressed as a dollar amount per specified
denomination of the relevant class of offered certificates or as a percentage.
The prospectus supplement for each series of certificates may describe
additional information to be included in reports to the holders of the offered
certificates of such series.

     Within a reasonable period of time after the end of each calendar year,
the master servicer, manager or trustee for a series of certificates, as the
case may be, will be required to furnish to each person who at any time during
the calendar year was a holder of an offered certificate of such series a
statement containing the information set forth in the first 3 bulleted items
above, aggregated for such calendar year or the applicable portion during which
such person was a certificateholder. Such obligation will be deemed to have
been satisfied to the extent that substantially comparable information is
provided pursuant to any requirements of the Internal Revenue Code of 1986, as
amended, are from time to time in force. See, however, "--Book-Entry
Registration and Definitive Certificates" below.

     If the trust fund for a series of certificates includes MBS, the ability
of the related master servicer, manager or trustee, as the case may be, to
include in any Distribution Date Statement information regarding the mortgage
loans underlying such MBS will depend on the reports received with respect to
such MBS. In such cases, the related prospectus supplement will describe the


                                       36


loan-specific information to be included in the Distribution Date Statements
that will be forwarded to the holders of the offered certificates of that
series in connection with distributions made to them.


VOTING RIGHTS

     The voting rights evidenced by each series of certificates will be
allocated among the respective classes of such series in the manner described
in the related prospectus supplement.

     Certificateholders will generally not have a right to vote, except with
respect to required consents to certain amendments to the related pooling and
servicing agreement and as otherwise specified in the related prospectus
supplement. See "The Pooling and Servicing Agreements--
Amendment". The holders of specified amounts of certificates of a particular
series will have the right to act as a group to remove the related trustee and
also upon the occurrence of certain events which if continuing would constitute
an Event of Default on the part of the related master servicer, special
servicer or REMIC administrator. See "The Pooling and Servicing
Agreements--Events of Default", "--Rights Upon Event of Default" and
"--Resignation and Removal of the Trustee".


TERMINATION

     The obligations created by the pooling and servicing agreement for each
series of certificates will terminate following (1) the final payment or other
liquidation of the last mortgage asset subject thereto or the disposition of
all property acquired upon foreclosure of any mortgage loan subject thereto and
(2) the payment (or provision for payment) to the Certificateholders of that
series of all amounts required to be paid to them pursuant to such pooling and
servicing agreement. Written notice of termination of a pooling and servicing
agreement will be given to each certificateholder of the related series, and
the final distribution will be made only upon presentation and surrender of the
certificates of such series at the location to be specified in the notice of
termination.

     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the
repurchase of the mortgage assets in the related trust fund by the party or
parties specified in the prospectus supplement, under the circumstances and in
the manner set forth in the prospectus supplement. If so provided in the
related prospectus supplement upon the reduction of the Certificate Balance of
a specified class or classes of certificates by a specified percentage or
amount or upon a specified date, a party designated in the prospectus
supplement may be authorized or required to solicit bids for the purchase of
all the mortgage assets of the related trust fund, or of a sufficient portion
of such mortgage assets to retire such class or classes, under the
circumstances and in the manner set forth in the prospectus supplement.


BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of such series will be offered
in book-entry format through the facilities of DTC, and each such class will be
represented by one or more global certificates registered in the name of DTC or
its nominee.

     DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking corporation" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within
the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Exchange Act. DTC
was created to hold securities for its participating organizations and
facilitate the clearance and settlement of securities transactions between its
participating organizations through electronic computerized book-entry changes
in their accounts, thereby eliminating the need for physical movement of
securities certificates. DTC is owned by a number of its Direct Participants
and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and
the National Association of Securities Dealers, Inc. The rules applicable to
DTC and its participating organizations are on file with the Securities and
Exchange Commission.


                                       37


     Purchases of book-entry certificates under the DTC system must be made by
or through Direct Participants, which will receive a credit for the book-entry
certificates on DTC's records. The ownership interest of each actual purchaser
of a Book-Entry Certificate is in turn to be recorded on the Direct and
Indirect Participants' records. Certificate Owners will not receive written
confirmation from DTC of their purchases, but Certificate Owners are expected
to receive written confirmations providing details of such transactions, as
well as periodic statements of their holdings, from the Direct or Indirect
Participant through which each Certificate Owner entered into the transaction.
Transfers of ownership interests in the book-entry certificates are to be
accomplished by entries made on the books of DTC's participating organizations
acting on behalf of Certificate Owners. Certificate Owners will not receive
certificates representing their ownership interests in the book-entry
certificates, except in the event that use of the book-entry system for the
book-entry certificates of any series is discontinued as described below.

     DTC has no knowledge of the actual Certificate Owners of the book-entry
certificates; DTC's records reflect only the identity of the Direct
Participants to whose accounts such certificates are credited, which may or may
not be the Certificate Owners. DTC's participating organizations will remain
responsible for keeping account of their holdings on behalf of their customers.


     Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect 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.

     Distributions on the book-entry certificates will be made to DTC. DTC's
practice is to credit Direct Participants' accounts on the related Distribution
Date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on such date.
Disbursement of such distributions by DTC's participating organizations to
Certificate Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name", and will be the responsibility of
each such participating organization (and not of DTC, the depositor or any
trustee, master servicer, special servicer or Manager), subject to any
statutory or regulatory requirements as may be in effect from time to time.
Accordingly, under a book-entry system, Certificate Owners may receive payments
after the related Distribution Date.

     Unless otherwise provided in the related prospectus supplement, the only
Certificateholder of book-entry certificates will be the nominee of DTC, and
the Certificate Owners will not be recognized as certificateholders under the
pooling and servicing agreement. Certificate Owners will be permitted to
exercise the rights of certificateholders under the related pooling and
servicing agreement only indirectly through DTC's participating organization
who in turn will exercise their rights through DTC. We have been informed that
DTC will take action permitted to be taken by a certificateholder under a
pooling and servicing agreement only at the direction of one or more Direct
Participants to whose account with DTC interests in the book-entry certificates
are credited.

     Because DTC can act only on behalf of Direct Participants, who in turn act
on behalf of Indirect Participants and certain Certificate Owners, the ability
of a Certificate Owner to pledge its interest in book-entry certificates to
persons or entities that do not participate in the DTC system, or otherwise
take actions in respect of its interest in book-entry certificates, may be
limited due to the lack of a physical certificate evidencing such interest.

     Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued in fully
registered definitive form to Certificate Owners or their nominees, rather than
to DTC or its nominee, only if (1) the depositor advises the trustee in writing
that DTC is no longer willing or able to discharge properly its
responsibilities as depository with respect to such certificates and the
depositor is unable to locate a qualified successor or (2) the depositor
notifies DTC of its intent to terminate the book-entry system through DTC and,
upon receipt of notice of such intent from DTC, the Participants holding
beneficial interests in the Certificates agree to initiate such termination.
Upon the occurrence of either of the events described in the preceding
sentence, DTC will be required to notify all Direct Participants of the
availability


                                       38


through DTC of Certificates in fully registered form. Upon surrender by DTC of
the certificate or certificates representing a class of book-entry
certificates, together with instructions for registration, the trustee for the
related series or other designated party will be required to issue to the
Certificate Owners identified in such instructions the Certificates in fully
registered definitive form to which they are entitled, and thereafter the
holders of such Definitive Certificates will be recognized as
"certificateholders" under and within the meaning of the related pooling and
servicing agreement.


                     THE POOLING AND SERVICING AGREEMENTS


GENERAL

     The certificates of each series will be issued pursuant to a Pooling and
Servicing Agreement. In general, the parties to a Pooling and Servicing
Agreement will include the depositor, the trustee, the master servicer, the
special servicer and, if one or more REMIC elections have been made with
respect to the trust fund, the REMIC administrator. However, a Pooling and
Servicing Agreement that relates to a trust fund that includes MBS may include
a manager as a party, but may not include a master servicer, special servicer
or other servicer as a party. All parties to each Pooling and Servicing
Agreement under which certificates of a series are issued will be identified in
the related prospectus supplement. If so specified in the related prospectus
supplement, an affiliate of the depositor, or the mortgage asset seller may
perform the functions of master servicer, special servicer, manager or REMIC
administrator. If so specified in the related prospectus supplement, the master
servicer may also perform the duties of special servicer, and the master
servicer, the special servicer or the trustee may also perform the duties of
REMIC administrator. Any party to a Pooling and Servicing Agreement or any
affiliate of any party may own certificates issued under the Pooling and
Servicing Agreement; however, unless other specified in the related prospectus
supplement, except with respect to required consents to certain amendments to a
Pooling and Servicing Agreement, certificates issued under the Pooling and
Servicing Agreement that are held by the master servicer or special servicer
for the related Series will not be allocated Voting Rights.

     A form of a pooling and servicing agreement has been filed as an exhibit
to the Registration Statement of which this prospectus is a part. However, the
provisions of each Pooling and Servicing Agreement will vary depending upon the
nature of the certificates to be issued under the Pooling and Servicing
Agreement and the nature of the related trust fund. The following summaries
describe certain provisions that may appear in a Pooling and Servicing
Agreement under which certificates that evidence interests in mortgage loans
will be issued. The prospectus supplement for a series of certificates will
describe any provision of the related Pooling and Servicing Agreement that
materially differs from the description of the Pooling and Servicing Agreement
contained in this prospectus and, if the related trust fund includes MBS, will
summarize all of the material provisions of the related agreement that provided
for the issuance of the MBS. The summaries in this prospectus do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all of the provisions of the Pooling and Servicing Agreement for
each series of certificates and the description of such provisions in the
related prospectus supplement. We will provide a copy of the Pooling and
Servicing Agreement (without exhibits) that relates to any series of
certificates without charge upon written request of a holder of a certificate
of such series addressed to it at its principal executive offices specified in
this prospectus under "The Depositor".


ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES

     At the time of issuance of any series of certificates, we will assign (or
cause to be assigned) to the designated trustee the mortgage loans to be
included in the related trust fund, together with, unless otherwise specified
in the related prospectus supplement, all principal and interest to be received
on or with respect to such mortgage loans after the Cut-off Date, other than
principal and interest due on or before the Cut-off Date. The trustee will,
concurrently with such assignment, deliver the certificates to or at our
direction in exchange for the mortgage loans and the other assets to be
included in the trust fund for such series. Each mortgage loan will be
identified in a schedule appearing as an exhibit to the related Pooling and
Servicing Agreement. Such schedule generally


                                       39


will include detailed information that pertains to each mortgage loan included
in the related trust fund, which information will typically include the address
of the related mortgaged property and type of such property; the Mortgage Rate
and, if applicable, the applicable index, gross margin, adjustment date and any
rate cap information; the original and remaining term to maturity; the
amortization term; and the original and outstanding principal balance.

     In addition, unless otherwise specified in the related prospectus
supplement, we will, as to each mortgage loan to be included in a trust fund,
deliver, or cause to be delivered, to the related trustee (or to a custodian
appointed by the trustee as described below) the mortgage note endorsed,
without recourse, either in blank or to the order of such trustee (or its
nominee), the mortgage with evidence of recording indicated (except for any
mortgage not returned from the public recording office), an assignment of the
mortgage in blank or to the trustee (or its nominee) in recordable form,
together with any intervening assignments of the mortgage with evidence of
recording (except for any such assignment not returned from the public
recording office), and, if applicable, any riders or modifications to such
mortgage note and mortgage, together with certain other documents at such times
as set forth in the related Pooling and Servicing Agreement. Such assignments
may be blanket assignments covering mortgages on mortgaged properties located
in the same county, if permitted by law. Notwithstanding the foregoing, a trust
fund may include mortgage loans where the original mortgage note is not
delivered to the trustee if we deliver or cause to be delivered, to the related
trustee (or such custodian) a copy or a duplicate original of the mortgage
note, together with an affidavit certifying that the original mortgage note has
been lost or destroyed. In addition, if we cannot deliver, with respect to any
mortgage loan, the mortgage or any intervening assignment with evidence of
recording concurrently with the execution and delivery of the related Pooling
and Servicing Agreement because of a delay caused by the public recording
office, we will deliver, or cause to be delivered, to the related trustee (or
such custodian) a true and correct photocopy of such mortgage or assignment as
submitted for recording. We will deliver, or cause to be delivered, to the
related trustee (or such custodian) such mortgage or assignment with evidence
of recording indicated after receipt of such mortgage from the public recording
office. If we cannot deliver, with respect to any mortgage loan, the mortgage
or any intervening assignment with evidence of recording concurrently with the
execution and delivery of the related Pooling and Servicing Agreement because
such mortgage or assignment has been lost, we will deliver, or cause to be
delivered, to the related trustee (or such custodian) a true and correct
photocopy of such mortgage or assignment with evidence of recording. Unless
otherwise specified in the related prospectus supplement, assignments of
mortgage to the trustee (or its nominee) will be recorded in the appropriate
public recording office, except in states where, in the opinion of counsel
acceptable to the trustee, such recording is not required to protect the
trustee's interests in the mortgage loan against the claim of any subsequent
transferee or any successor to or creditor of us or the originator of such
mortgage loan. Notwithstanding the foregoing, 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 Mortgage Electronic Registration Systems, Inc. ("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 mortgage loan
seller shall take all actions as are necessary to cause the Trust to be shown
as, and the trustee shall take all actions necessary to confirm that it is
shown as, the owner of the related Mortgage Loan on the records of MERS for
purposes of the system or recording transfers of beneficial ownership of
mortgages maintained by MERS.

     The trustee (or a custodian appointed by the trustee) for a series of
certificates will be required to review the mortgage loan documents delivered
to it within a specified period of days after receipt of the mortgage loan
documents, and the trustee (or such custodian) will hold such documents in
trust for the benefit of the certificateholders of such series. Unless
otherwise specified in the related prospectus supplement, if any such document
is found to be missing or defective, and such omission or defect, as the case
may be, materially and adversely affects the interests of the
certificateholders of the related series, the trustee (or such custodian) will
be required to notify the


                                       40


master servicer, the special servicer and the depositor, and one of such
persons will be required to notify the relevant mortgage asset seller. In that
case, and if the mortgage asset seller cannot deliver the document or cure the
defect within a specified number of days after receipt of such notice, then,
except as otherwise specified below or in the related prospectus supplement,
the mortgage asset seller will be obligated to repurchase the related mortgage
loan from the trustee at a price generally equal to the Purchase Price, or at
such other price as will be specified in the related prospectus supplement. If
so provided in the prospectus supplement for a series of certificates, a
mortgage asset seller, in lieu of repurchasing a mortgage loan as to which
there is missing or defective loan documentation, will have the option,
exercisable upon certain conditions and/or within a specified period after
initial issuance of such series of certificates, to replace such mortgage loan
with one or more other mortgage loans, in accordance with standards that will
be described in the prospectus supplement. Unless otherwise specified in the
related prospectus supplement, this repurchase or substitution obligation will
constitute the sole remedy to holders of the certificates of any series or to
the related trustee on their behalf for missing or defective mortgage loan
documentation, and neither we nor, unless it is the mortgage asset seller, the
master servicer or the special servicer will be obligated to purchase or
replace a mortgage loan if a mortgage asset seller defaults on its obligation
to do so.

     The trustee will be authorized at any time to appoint one or more
custodians pursuant to a custodial agreement to hold title to the mortgage
loans in any trust fund and to maintain possession of and, if applicable, to
review the documents relating to such mortgage loans, in any case as the agent
of the trustee. The identity of any such custodian to be appointed on the date
of initial issuance of the certificates will be set forth in the related
prospectus supplement. Any such custodian may be one of our affiliates.


REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Unless otherwise provided in the prospectus supplement for a series of
certificates, the depositor will, with respect to each mortgage loan in the
related trust fund, make or assign, or cause to be made or assigned, certain
representations and warranties covering, by way of example--

     o   the accuracy of the information set forth for such mortgage loan on the
         schedule of mortgage loans appearing as an exhibit to the related
         Pooling and Servicing Agreement;

     o   the enforceability of the related mortgage note and mortgage and the
         existence of title insurance insuring the lien priority of the related
         mortgage;

     o   the Warranting Party's title to the mortgage loan and the authority of
         the Warranting Party to sell the mortgage loan; and

     o   the payment status of the mortgage loan.

     It is expected that in most cases the Warranting Party will be the
mortgage asset seller; however, the Warranting Party may also be an affiliate
of the mortgage asset seller, the depositor or an affiliate of the depositor,
the master servicer, the special servicer or another person acceptable to the
depositor. The Warranting Party, if other than the mortgage asset seller, will
be identified in the related prospectus supplement.

     Unless otherwise provided in the related prospectus supplement, each
Pooling and Servicing Agreement will provide that the master servicer and/or
trustee will be required to notify promptly any Warranting Party of any breach
of any representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects the interests of the Certificateholders of the
related series. If such Warranting Party cannot cure such breach within a
specified period following the date on which it was notified of such breach,
then, unless otherwise provided in the related prospectus supplement, it will
be obligated to repurchase such mortgage loan from the trustee at the
applicable Purchase Price. If so provided in the prospectus supplement for a
series of certificates, a Warranting Party, in lieu of repurchasing a mortgage
loan as to which a breach has occurred, will have the option, exercisable upon
certain conditions and/or within a specified period after initial issuance of
such series of certificates, to replace such mortgage loan with one or more
other


                                       41


mortgage loans, in accordance with standards that will be described in the
prospectus supplement. Unless otherwise specified in the related prospectus
supplement, this repurchase or substitution obligation will constitute the sole
remedy available to holders of the certificates of any series or to the related
trustee on their behalf for a breach of representation and warranty by a
Warranting Party, and neither the depositor nor the master servicer, in either
case unless it is the Warranting Party, will be obligated to purchase or
replace a mortgage loan if a Warranting Party defaults on its obligation to do
so.

     In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the
related series of certificates is issued, and thus may not address events that
may occur following the date as of which they were made. However, the depositor
will not include any mortgage loan in the trust fund for any series of
certificates if anything has come to the depositor's attention that would cause
it to believe that the representations and warranties made in respect of such
mortgage loan will not be accurate in all material respects as of the date of
issuance. The date as of which the representations and warranties regarding the
mortgage loans in any trust fund were made will be specified in the related
prospectus supplement.


COLLECTION AND OTHER SERVICING PROCEDURES

     Unless otherwise specified in the related prospectus supplement, the
master servicer and the special servicer for any mortgage pool, directly or
through sub-servicers, will each be obligated under the related Pooling and
Servicing Agreement to service and administer the mortgage loans in such
mortgage pool for the benefit of the related certificateholders, in accordance
with applicable law and further in accordance with the terms of such Pooling
and Servicing Agreement, such mortgage loans and any instrument of credit
support included in the related trust fund. Subject to the foregoing, the
master servicer and the special servicer will each have full power and
authority to do any and all things in connection with such servicing and
administration that it may deem necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer will be required to make reasonable efforts to collect all
payments called for under the terms and provisions of the mortgage loans that
it services and will be obligated to follow such collection procedures as it
would follow with respect to mortgage loans that are comparable to such
mortgage loans and held for its own account, provided (1) such procedures are
consistent with the terms of the related Pooling and Servicing Agreement and
(2) do not impair recovery under any instrument of credit support included in
the related trust fund. Consistent with the foregoing, the master servicer and
the special servicer will each be permitted, in its discretion, unless
otherwise specified in the related prospectus supplement, to waive any
Prepayment Premium, late payment charge or other charge in connection with any
mortgage loan.

     The master servicer and the special servicer for any trust fund, either
separately or jointly, directly or through sub-servicers, will also be required
to perform as to the mortgage loans in such trust fund various other customary
functions of a servicer of comparable loans, including maintaining escrow or
impound accounts, if required under the related Pooling and Servicing
Agreement, for payment of taxes, insurance premiums, ground rents and similar
items, or otherwise monitoring the timely payment of those items; attempting to
collect delinquent payments; supervising foreclosures; negotiating
modifications; conducting property inspections on a periodic or other basis;
managing (or overseeing the management of) mortgaged properties acquired on
behalf of such trust fund through foreclosure, deed-in-lieu of foreclosure or
otherwise; and maintaining servicing records relating to such mortgage loans.
The related prospectus supplement will specify when and the extent to which
servicing of a mortgage loan is to be transferred from the master servicer to
the special servicer. In general, and subject to the discussion in the related
prospectus supplement, a special servicer will be responsible for the servicing
and administration of--

     o   mortgage loans that are delinquent in respect of a specified number of
         scheduled payments;

     o   mortgage loans as to which the related borrower has entered into or
         consented to bankruptcy, appointment of a receiver or conservator or
         similar insolvency proceeding, or


                                       42


         the related borrower has become the subject of a decree or order for
         such a proceeding which shall have remained in force undischarged or
         unstayed for a specified number of days; and

     o   REO Properties.

     If so specified in the related prospectus supplement, a Pooling and
Servicing Agreement also may provide that if a default on a mortgage loan has
occurred or, in the judgment of the related master servicer, a payment default
is reasonably foreseeable, the related master servicer may elect to transfer
the servicing of the mortgage loan, in whole or in part, to the related special
servicer. Unless otherwise provided in the related prospectus supplement, when
the circumstances no longer warrant a special servicer's continuing to service
a particular mortgage loan (e.g., the related borrower is paying in accordance
with the forbearance arrangement entered into between the special servicer and
such borrower), the master servicer will resume the servicing duties with
respect thereto. If and to the extent provided in the related Pooling and
Servicing Agreement and described in the related prospectus supplement, a
special servicer may perform certain limited duties in respect of mortgage
loans for which the master servicer is primarily responsible (including, if so
specified, performing property inspections and evaluating financial
statements); and a master servicer may perform certain limited duties in
respect of any mortgage loan for which the special servicer is primarily
responsible (including, if so specified, continuing to receive payments on such
mortgage loan (including amounts collected by the special servicer)), making
certain calculations with respect to such mortgage loan and making remittances
and preparing certain reports to the trustee and/or certificateholders with
respect to such mortgage loan. Unless otherwise specified in the related
prospectus supplement, the master servicer will be responsible for filing and
settling claims in respect of particular mortgage loans under any applicable
instrument of credit support. See "Description of Credit Support".


     A mortgagor's failure to make required mortgage loan payments may mean
that operating income is insufficient to service the mortgage debt, or may
reflect the diversion of that income from the servicing of the mortgage debt.
In addition, a mortgagor that is unable to make mortgage loan payments may also
be unable to make timely payment of taxes and otherwise to maintain and insure
the related mortgaged property. In general, the related special servicer will
be required to monitor any mortgage loan that is in default, evaluate whether
the causes of the default can be corrected over a reasonable period without
significant impairment of the value of the related mortgaged property, initiate
corrective action in cooperation with the Mortgagor if cure is likely, inspect
the related mortgaged property and take such other actions as it deems
necessary and appropriate. A significant period of time may elapse before the
special servicer is able to assess the success of any such corrective action or
the need for additional initiatives. The time within which the special servicer
can make the initial determination of appropriate action, evaluate the success
of corrective action, develop additional initiatives, institute foreclosure
proceedings and actually foreclose (or accept a deed to a mortgaged property in
lieu of foreclosure) on behalf of the certificateholders of the related series
may vary considerably depending on the particular mortgage loan, the mortgaged
property, the mortgagor, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the mortgaged property
is located. If a mortgagor files a bankruptcy petition, the special servicer
may not be permitted to accelerate the maturity of the mortgage loan or to
foreclose on the related mortgaged property for a considerable period of time.
See "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws."


     Mortgagors may, from time to time, request partial releases of the
mortgaged properties, easements, consents to alteration or demolition and other
similar matters. In general, the master servicer may approve such a request if
it has determined, exercising its business judgment in accordance with the
applicable servicing standard, that such approval will not adversely affect the
security for, or the timely and full collectibility of, the related mortgage
loan. Any fee collected by the master servicer for processing such request will
be retained by the master servicer as additional servicing compensation.


                                       43


     In the case of mortgage loans secured by junior liens on the related
mortgaged properties, unless otherwise provided in the related prospectus
supplement, the master servicer will be required to file (or cause to be filed)
of record a request for notice of any action by a superior lienholder under a
senior lien for the protection of the related trustee's interest, where
permitted by local law and whenever applicable state law does not require that
a junior lienholder be named as a party defendant in foreclosure proceedings in
order to foreclose such junior lienholder's equity of redemption. Unless
otherwise specified in the related prospectus supplement, the master servicer
also will be required to notify any superior lienholder in writing of the
existence of the mortgage loan and request notification of any action (as
described below) to be taken against the mortgagor or the mortgaged property by
the superior lienholder. If the master servicer is notified that any superior
lienholder has accelerated or intends to accelerate the obligations secured by
the related senior lien, or has declared or intends to declare a default under
the mortgage or the promissory note secured by that senior lien, or has filed
or intends to file an election to have the related mortgaged property sold or
foreclosed, then, unless otherwise specified in the related prospectus
supplement, the master servicer and the special servicer will each be required
to take, on behalf of the related trust fund, whatever actions are necessary to
protect the interests of the related certificateholders and/or to preserve the
security of the related mortgage loan, subject to the application of the REMIC
Provisions. Unless otherwise specified in the related prospectus supplement,
the master servicer or special servicer, as applicable, will be required to
advance the necessary funds to cure the default or reinstate the senior lien,
if such advance is in the best interests of the related certificateholders and
the master servicer or special servicer, as applicable, determines such
advances are recoverable out of payments on or proceeds of the related mortgage
loan.


SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations in respect of the mortgage loans to one or more third-party
sub-servicers; provided that, unless otherwise specified in the related
prospectus supplement, such master servicer or special servicer will remain
obligated under the related Pooling and Servicing Agreement. A sub-servicer for
any series of certificates may be an affiliate of the depositor. Unless
otherwise provided in the related prospectus supplement, each subservicing
agreement between a master servicer and a sub-servicer must provide for
servicing of the applicable mortgage loans consistent with the related Pooling
and Servicing Agreement. Unless otherwise provided in the related prospectus
supplement, the master servicer and special servicer in respect of any mortgage
asset pool will each be required to monitor the performance of sub-servicers
retained by it and will have the right to remove a sub-servicer retained by it
at any time it considers such removal to be in the best interests of
certificateholders.

     Unless otherwise provided in the related prospectus supplement, a master
servicer or special servicer will be solely liable for all fees owed by it to
any sub-servicer, irrespective of whether the master servicer's or special
servicer's compensation pursuant to the related Pooling and Servicing Agreement
is sufficient to pay such fees. Each Sub-Servicer will be reimbursed by the
master servicer or special servicer, as the case may be, that retained it for
certain expenditures which it makes, generally to the same extent such master
servicer or special servicer would be reimbursed under a Pooling and Servicing
Agreement. See "--Certificate Account" and "--Servicing Compensation and
Payment of Expenses".


CERTIFICATE ACCOUNT

     General. The master servicer, the trustee and/or the special servicer
will, as to each trust fund that includes mortgage loans, establish and
maintain or cause to be established and maintained the corresponding
Certificate Account, which will be established so as to comply with the
standards of each rating agency that has rated any one or more classes of
certificates of the related series. A Certificate Account may be maintained as
an interest-bearing or a noninterest-bearing account and the funds held in the
Certificate Account may be invested pending each succeeding Distribution Date
in United States government securities and other obligations that are
acceptable to each rating


                                       44


agency that has rated any one or more classes of certificates of the related
series. Unless otherwise provided in the related prospectus supplement, any
interest or other income earned on funds in a Certificate Account will be paid
to the related master servicer, trustee or special servicer as additional
compensation. A Certificate Account may be maintained with the related master
servicer, special servicer, trustee or mortgage asset seller or with a
depository institution that is an affiliate of any of the foregoing or of the
depositor, provided that it complies with applicable rating agency standards.
If permitted by the applicable rating agency, a Certificate Account may contain
funds relating to more than one series of mortgage pass-through certificates
and may contain other funds representing payments on mortgage loans owned by
the related master servicer or special servicer or serviced by either on behalf
of others.

     Deposits. Unless otherwise provided in the related Pooling and Servicing
Agreement and described in the related prospectus supplement, the following
payments and collections received or made by the master servicer, the trustee
or the special servicer subsequent to the Cut-off Date (other than payments due
on or before the Cut-off Date) are to be deposited in the Certificate Account
for each trust fund that includes mortgage loans, within a certain period
following receipt (in the case of collections on or in respect of the mortgage
loans) or otherwise as provided in the related Pooling and Servicing
Agreement--

     o   all payments on account of principal, including principal prepayments,
         on the mortgage loans;

     o   all payments on account of interest on the mortgage loans, including
         any default interest collected, in each case net of any portion of such
         default interest retained by the master servicer or the special
         servicer as its servicing compensation or as compensation to the
         trustee;

     o   all proceeds received under any hazard, title or other insurance policy
         that provides coverage with respect to a mortgaged property or the
         related mortgage loan or in connection with the full or partial
         condemnation of a mortgaged property (other than proceeds applied to
         the restoration of the property or released to the related borrower)
         and all other amounts received and retained in connection with the
         liquidation of defaulted mortgage loans or property acquired in respect
         of such defaulted mortgage loans, by foreclosure or otherwise, together
         with the net operating income (less reasonable reserves for future
         expenses) derived from the operation of any mortgaged properties
         acquired by the trust fund through foreclosure or otherwise;

     o   any amounts paid under any instrument or drawn from any fund that
         constitutes credit support for the related series of certificates;

     o   any advances made with respect to delinquent scheduled payments of
         principal and interest on the mortgage loans;

     o   any amounts paid under any cash flow agreement;

     o   all proceeds of the purchase of any mortgage loan, or property acquired
         in respect of a mortgage loan, by the depositor, any mortgage asset
         seller or any other specified person as described under "--Assignment
         of Mortgage Loans; Repurchases" and "--Representations and Warranties;
         Repurchases", all proceeds of the purchase of any defaulted mortgage
         loan as described under "--Realization Upon Defaulted Mortgage Loans",
         and all proceeds of any mortgage asset purchased as described under
         "Description of the Certificates-- Termination";

     o   to the extent that any such item does not constitute additional
         servicing compensation to the master servicer or the special servicer
         and is not otherwise retained by the depositor or another specified
         person, any payments on account of modification or assumption fees,
         late payment charges, Prepayment Premiums or Equity Participations with
         respect to the mortgage loans;


                                       45


     o   all payments required to be deposited in the Certificate Account with
         respect to any deductible clause in any blanket insurance policy as
         described under "--Hazard Insurance Policies";

     o   any amount required to be deposited by the master servicer, the special
         servicer or the trustee in connection with losses realized on
         investments for the benefit of the master servicer, the special
         servicer or the trustee, as the case may be, of funds held in the
         Certificate Account; and

     o   any other amounts required to be deposited in the Certificate Account
         as provided in the related Pooling and Servicing Agreement and
         described in the related prospectus supplement.

     Withdrawals. Unless otherwise provided in the related Pooling and
Servicing Agreement and described in the related prospectus supplement, a
master servicer, trustee or special servicer may make withdrawals from the
Certificate Account for each trust fund that includes mortgage loans for any of
the following purposes--

     o   to make distributions to the certificateholders on each Distribution
         Date;

     o   to pay the master servicer or the special servicer any servicing fees
         not previously retained by the master servicer or special servicer,
         such payment to be made out of payments and other collections of
         interest on the particular mortgage loans as to which such fees were
         earned;

     o   to reimburse the master servicer, the special servicer or any other
         specified person for unreimbursed advances of delinquent scheduled
         payments of principal and interest made by it, and certain unreimbursed
         servicing expenses incurred by it, with respect to particular mortgage
         loans in the trust fund and particular properties acquired in respect
         of the trust fund. Reimbursement for advances made or expenses incurred
         that are related to particular mortgage loans or properties will
         normally only be made out of amounts that represent late payments
         collected on those mortgage loans, Liquidation Proceeds, Insurance and
         Condemnation Proceeds collected on those mortgage loans and properties,
         any form of credit support related to those mortgage loans and net
         income collected on those properties. However, if in the judgment of
         the master servicer, the special servicer or such other person, as
         applicable, the advances and/or expenses will not be recoverable from
         the above amounts, the reimbursement will be made from amounts
         collected on other mortgage loans in the same trust fund or, if and to
         the extent so provided by the related Pooling and Servicing Agreement
         and described in the related prospectus supplement, only from that
         portion of amounts collected on such other mortgage loans that is
         otherwise distributable on one or more classes of Subordinate
         Certificates of the related series;

     o   if and to the extent described in the related prospectus supplement, to
         pay the master servicer, the special servicer or any other specified
         person interest accrued on the advances and servicing expenses
         described in the bulleted clause immediately listed above incurred by
         it while such remain outstanding and unreimbursed;

     o   to pay for costs and expenses incurred by the trust fund for
         environmental site assessments performed with respect to mortgaged
         properties that constitute security for defaulted mortgage loans, and
         for any containment, clean-up or remediation of hazardous wastes and
         materials present on such mortgaged properties, as described under
         "--Realization Upon Defaulted Mortgage Loans";

     o   to reimburse the master servicer, the special servicer, the REMIC
         administrator, the depositor, the trustee, or any of their respective
         directors, officers, employees and agents, as the case may be, for
         certain expenses, costs and liabilities incurred thereby, as and to the
         extent described under "--Certain Matters Regarding the Master
         Servicer, the Special Servicer, the REMIC Administrator and the
         Depositor" and "--Certain Matters Regarding the Trustee";


                                       46


     o   if and to the extent described in the related prospectus supplement, to
         pay the fees of the trustee, the REMIC administrator and any provider
         of credit support;

     o   if and to the extent described in the related prospectus supplement, to
         reimburse prior draws on any form of credit support;

     o   to pay the master servicer, the special servicer or the trustee, as
         appropriate, interest and investment income earned in respect of
         amounts held in the Certificate Account as additional compensation;

     o   to pay any servicing expenses not otherwise required to be advanced by
         the master servicer, the special servicer or any other specified
         person;

     o   if one or more elections have been made to treat the trust fund or
         designated portions of the trust fund as a REMIC, to pay any federal,
         state or local taxes imposed on the trust fund or its assets or
         transactions, as and to the extent described under "Certain Federal
         Income Tax Consequences--REMICs--Prohibited Transactions Tax and Other
         Taxes";

     o   to pay for the cost of various opinions of counsel obtained pursuant to
         the related Pooling and Servicing Agreement for the benefit of
         certificateholders;

     o   to make any other withdrawals permitted by the related Pooling and
         Servicing Agreement and described in the related prospectus supplement;
         and

     o   to clear and terminate the Certificate Account upon the termination of
         the trust fund.


MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS

     The master servicer and the special servicer may each agree to modify,
waive or amend any term of any mortgage loan serviced by it in a manner
consistent with the applicable "Servicing Standard" as defined in the related
prospectus supplement; provided that, unless otherwise set forth in the related
prospectus supplement, the modification, waiver or amendment will--

     o   not affect the amount or timing of any scheduled payments of principal
         or interest on the mortgage loan;

     o   will not, in the judgment of the master servicer or the special
         servicer, as the case may be, materially impair the security for the
         mortgage loan or reduce the likelihood of timely payment of amounts
         due; and

     o   will not adversely affect the coverage under any applicable instrument
         of credit support.

     Unless otherwise provided in the related prospectus supplement, the
special servicer also may agree to any other modification, waiver or amendment
if, in its judgment,--

     o   a material default on the mortgage loan has occurred or a payment
         default is reasonably foreseeable or imminent;

     o   such modification, waiver or amendment is reasonably likely to produce
         a greater recovery with respect to the mortgage loan, taking into
         account the time value of money, than would liquidation; and

     o   unless inconsistent with the applicable "servicing standard", such
         modification, waiver or amendment will not materially adversely affect
         the coverage under any applicable instrument of credit support.


REALIZATION UPON DEFAULTED MORTGAGE LOANS

     If a default on a mortgage loan has occurred, the special servicer, on
behalf of the trustee, may at any time institute foreclosure proceedings,
exercise any power of sale contained in the related mortgage, obtain a deed in
lieu of foreclosure, or otherwise comparably convert ownership of, or acquire
title to the related mortgaged property, by operation of law or otherwise. In
connection with


                                       47


such foreclosure or other conversion of ownership, the special servicer shall
follow the servicing standard. A Pooling and Servicing Agreement may grant the
special servicer the right to direct the master servicer to advance costs and
expenses to be incurred in any such proceedings, and such advances may be
subject to reimbursement requirements. A Pooling and Servicing Agreement may
require the special servicer to consult with independent counsel regarding the
order and manner should foreclose upon or comparably proceed against such
properties if a mortgage loan or group of cross-collateralized mortgage loans
are secured by real properties in multiple states including certain states with
a statute, rule or regulation comparable to California's "one action" rule.
Unless otherwise provided in the related prospectus supplement, when applicable
state law permits the special servicer to select between judicial and
non-judicial foreclosure in respect of any mortgaged property, a special
servicer may make such selection so long as the selection is made in a manner
consistent with the servicing standard. Unless otherwise specified in the
related prospectus supplement, the special servicer may not, however, acquire
title to any mortgaged property, have a receiver of rents appointed with
respect to any mortgaged property or take any other action with respect to any
mortgaged property that would cause the trustee, for the benefit of the related
series of Certificateholders, or any other specified person to be considered to
hold title to, to be a "mortgagee-in-possession" of, or to be an "owner" or an
"operator" of such mortgaged property within the meaning of certain federal
environmental laws, unless the special servicer has previously received a
report prepared by a person who regularly conducts environmental audits (which
report will be an expense of the trust fund) and either:

          (1) such report indicates that (a) the mortgaged property is in
     compliance with applicable environmental laws and regulations and (b) there
     are no circumstances or conditions present at the mortgaged property that
     have resulted in any contamination for which investigation, testing,
     monitoring, containment, clean-up or remediation could be required under
     any applicable environmental laws and regulations; or

          (2) the special servicer, based solely (as to environmental matters
     and related costs) on the information set forth in such report, determines
     that taking such actions as are necessary to bring the mortgaged property
     into compliance with applicable environmental laws and regulations and/or
     taking the actions contemplated by clause (1)(b) above, is reasonably
     likely to produce a greater recovery, taking into account the time value of
     money, than not taking such actions. See "Certain Legal Aspects of Mortgage
     Loans--Environmental Considerations".

     A Pooling and Servicing Agreement may grant to the master servicer, the
special servicer, a provider of credit support and/or the holder or holders of
certain classes of the related series of certificates a right of first refusal
to purchase from the trust fund, at a predetermined price (which, if less than
the Purchase Price, will be specified in the related prospectus supplement),
any mortgage loan as to which a specified number of scheduled payments are
delinquent. In addition, unless otherwise specified in the related prospectus
supplement, the special servicer may offer to sell any defaulted mortgage loan
if and when the special servicer determines, consistent with its normal
servicing procedures, that such a sale would produce a greater recovery, taking
into account the time value of money, than would liquidation of the related
mortgaged property. In the absence of any such sale, the special servicer will
generally be required to proceed against the related mortgaged property,
subject to the discussion above.

     Unless otherwise provided in the related prospectus supplement, if title
to any mortgaged property is acquired by a trust fund as to which a REMIC
election has been made, the special servicer, on behalf of the trust fund, will
be required to sell the mortgaged property before the close of the third
calendar year following the year of acquisition, unless (1) the IRS grants an
extension of time to sell such property or (2) the trustee receives an opinion
of independent counsel to the effect that the holding of the property by the
trust fund for longer than such period will not result in the imposition of a
tax on the trust fund or cause the trust fund (or any designated portion of the
trust fund) to fail to qualify as a REMIC under the Code at any time that any
certificate is outstanding. Subject to the foregoing and any other tax-related
limitations, the special servicer will generally be required to attempt to sell
any mortgaged property so acquired on the same terms and conditions it would if
it were the owner. Unless otherwise provided in the related prospectus
supplement, if title


                                       48


to any mortgaged property is acquired by a trust fund as to which a REMIC
election has been made, the special servicer will also be required to ensure
that the mortgaged property is administered so that it constitutes "foreclosure
property" within the meaning of Code Section 860G(a)(8) at all times, that the
sale of such property does not result in the receipt by the trust fund of any
income from nonpermitted assets as described in Code Section 860F(a)(2)(B), and
that the trust fund does not derive any "net income from foreclosure property"
within the meaning of Code Section 860G(c)(2), with respect to such property
unless the method of operation that produces such income would produce a
greater after-tax return than a different method of operation of such property.
If the trust fund acquires title to any mortgaged property, the special
servicer, on behalf of the trust fund, may be required to retain an independent
contractor to manage and operate such property. The retention of an independent
contractor, however, will not relieve the special servicer of its obligation to
manage such mortgaged property as required under the related Pooling and
Servicing Agreement.

     If Liquidation Proceeds collected with respect to a defaulted mortgage
loan are less than the outstanding principal balance of the defaulted mortgage
loan plus interest accrued plus the aggregate amount of reimbursable expenses
incurred by the special servicer and/or the master servicer in connection with
such mortgage loan, then, to the extent that such shortfall is not covered by
any instrument or fund constituting credit support, the trust fund will realize
a loss in the amount of such shortfall. The special servicer and/or the master
servicer will be entitled to reimbursement out of the Liquidation Proceeds
recovered on any defaulted mortgage loan, prior to the distribution of such
Liquidation Proceeds to certificateholders, any and all amounts that represent
unpaid servicing compensation in respect of the mortgage loan, unreimbursed
servicing expenses incurred with respect to the mortgage loan and any
unreimbursed advances of delinquent payments made with respect to the mortgage
loan. In addition, if and to the extent set forth in the related prospectus
supplement, amounts otherwise distributable on the certificates may be further
reduced by interest payable to the master servicer and/or special servicer on
such servicing expenses and advances.

     Except as otherwise provided in the prospectus supplement, if any
mortgaged property suffers damage such that the proceeds, if any, of the
related hazard insurance policy are insufficient to restore fully the damaged
property, neither the special servicer nor the master servicer will be required
to expend its own funds to effect such restoration.


HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement will require the master servicer (or the
special servicer with respect to mortgage loans serviced by the special
servicer) to use reasonable efforts to cause each mortgage loan borrower to
maintain a hazard insurance policy that provides for such coverage as is
required under the related mortgage or, if the mortgage permits the holder to
dictate to the borrower the insurance coverage to be maintained on the related
mortgaged property, such coverage as is consistent with the master servicer's
(or special servicer's) normal servicing procedures. Unless otherwise specified
in the related prospectus supplement, such coverage generally will be in an
amount equal to the lesser of the principal balance owing on such mortgage loan
and the replacement cost of the related mortgaged property. The ability of a
master servicer (or special servicer) to assure that hazard insurance proceeds
are appropriately applied may be dependent upon its being named as an
additional insured under any hazard insurance policy and under any other
insurance policy referred to below, or upon the extent to which information
concerning covered losses is furnished by borrowers. All amounts collected by a
master servicer (or special servicer) under any such policy (except for amounts
to be applied to the restoration or repair of the mortgaged property or
released to the borrower in accordance with the master servicer's (or special
servicer's) normal servicing procedures and/or to the terms and conditions of
the related mortgage and mortgage note) will be deposited in the related
Certificate Account. The Pooling and Servicing Agreement may provide that the
master servicer (or special servicer) may satisfy its obligation to cause each
borrower to maintain such a hazard insurance policy by maintaining a blanket
policy insuring against hazard losses on


                                       49


the mortgage loans in a trust fund, which may contain a deductible clause (not
in excess of a customary amount). If such blanket policy contains a deductible
clause, the master servicer (or special servicer) will be required, in the
event of a casualty covered by such blanket policy, to deposit in the related
Certificate Account all additional sums that would have been deposited in the
Certificate Account under an individual policy but were not because of such
deductible clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies covering the mortgaged properties will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, most such policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin and domestic animals. Accordingly, a
mortgaged property may not be insured for losses arising from any such cause
unless the related mortgage specifically requires, or permits the holder to
require, such coverage.

     The hazard insurance policies covering the mortgaged properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage (generally 80% to 90%) of
the full replacement value of the improvements on the property in order to
recover the full amount of any partial loss. If the insured's coverage falls
below this specified percentage, such clauses generally provide that the
insurer's liability in the event of partial loss does not exceed the lesser of
(1) the replacement cost of the improvements less physical depreciation and (2)
such proportion of the loss as the amount of insurance carried bears to the
specified percentage of the full replacement cost of such improvements.


DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Certain of the mortgage loans may contain a due-on-sale clause that
entitles the lender to accelerate payment of the mortgage loan upon any sale or
other transfer of the related mortgaged property made without the lender's
consent. Certain of the mortgage loans may also contain a due-on-encumbrance
clause that entitles the lender to accelerate the maturity of the mortgage loan
upon the creation of any other lien or encumbrance upon the mortgaged property.
Unless otherwise provided in the related prospectus supplement, the master
servicer (or special servicer) will determine whether to exercise any right the
trustee may have under any such provision in a manner consistent with the
master servicer's (or special servicer's) normal servicing procedures. Unless
otherwise specified in the related prospectus supplement, the master servicer
or special servicer, as applicable, will be entitled to retain as additional
servicing compensation any fee collected in connection with the permitted
transfer of a mortgaged property. See "Certain Legal Aspects of Mortgage
Loans--Due-on-Sale and Due-on-Encumbrance Provisions".


SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     Unless otherwise specified in the related prospectus supplement, a master
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion
of the interest payments on each mortgage loan in the related trust fund,
including mortgage loans serviced by the related special servicer. If and to
the extent described in the related prospectus supplement, a special servicer's
primary compensation with respect to a series of certificates may consist of
any or all of the following components--

     o   a specified portion of the interest payments on each mortgage loan in
         the related trust fund, whether or not serviced by it;

     o   an additional specified portion of the interest payments on each
         mortgage loan then currently serviced by it; and

     o   subject to any specified limitations, a fixed percentage of some or all
         of the collections and proceeds received with respect to each mortgage
         loan which was at any time serviced by it, including mortgage loans for
         which servicing was returned to the master servicer.


                                       50


     Insofar as any portion of the master servicer's or special servicer's
compensation consists of a specified portion of the interest payments on a
mortgage loan, such compensation will generally be based on a percentage of the
principal balance of such mortgage loan outstanding from time to time and,
accordingly, will decrease with the amortization of the mortgage loan. As
additional compensation, a master servicer or special servicer may be entitled
to retain all or a portion of late payment charges, Prepayment Premiums,
modification fees and other fees collected from borrowers and any interest or
other income that may be earned on funds held in the related Certificate
Account. A more detailed description of each master servicer's and special
servicer's compensation will be provided in the related prospectus supplement.
Any sub-servicer will receive as its sub-servicing compensation a portion of
the servicing compensation to be paid to the master servicer or special
servicer that retained such sub-servicer.

     In addition to amounts payable to any sub-servicer, a master servicer or
special servicer may be required, to the extent provided in the related
prospectus supplement, to pay from amounts that represent its servicing
compensation certain expenses incurred in connection with the administration of
the related trust fund, including, without limitation, payment of the fees and
disbursements of independent accountants, payment of fees and disbursements of
the trustee and any custodians appointed by the trustee and payment of expenses
incurred in connection with distributions and reports to certificateholders.
Certain other expenses, including certain expenses related to mortgage loan
defaults and liquidations and, to the extent so provided in the related
prospectus supplement, interest on such expenses at the rate specified in the
prospectus supplement, may be required to be borne by the trust fund.


EVIDENCE AS TO COMPLIANCE

     Unless otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement will provide that on or before a specified date
in each year, beginning the first such date that is at least a specified number
of months after the Cut-off Date, there will be furnished to the related
trustee a report of a firm of independent certified public accountants stating
that (1) it has obtained a letter of representation regarding certain matters
from the management of the master servicer which includes an assertion that the
master servicer has complied with certain minimum mortgage loan servicing
standards (to the extent applicable to commercial and multifamily mortgage
loans), identified in the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers Association of America, with
respect to the master servicer's servicing of commercial and multifamily
mortgage loans during the most recently completed calendar year and (2) 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, in the opinion of such firm, such
standards require it to report. In rendering its report such firm may rely, as
to the matters relating to the direct servicing of commercial and multifamily
mortgage loans by sub-servicers, upon comparable reports of firms of
independent 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 prospectus supplement may provide that
additional reports of independent certified public accountants relating to the
servicing of mortgage loans may be required to be delivered to the trustee.

     Each Pooling and Servicing Agreement will also provide that, on or before
a specified date in each year, beginning the first such date that is at least a
specified number of months after the Cut-off Date, the master servicer and
special servicer shall each deliver to the related trustee an annual statement
signed by one or more officers of the master servicer or the special servicer,
as the case may be, to the effect that, to the best knowledge of each such
officer, the master servicer or the special servicer, as the case may be, has
fulfilled in all material respects its obligations under the Pooling and
Servicing Agreement throughout the preceding year or, if there has been a
material default in the fulfillment of any such obligation, such statement
shall specify each such known default and the nature and status of such
default. Such statement may be provided as a single form making the required
statements as to more than one Pooling and Servicing Agreement.


                                       51


     Unless otherwise specified in the related prospectus supplement, copies of
the annual accountants' statement and the annual statement of officers of a
master servicer or special servicer may be obtained by certificateholders upon
written request to the trustee.


CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE REMIC
ADMINISTRATOR AND THE DEPOSITOR

     Any entity serving as master servicer, special servicer or REMIC
administrator under a Pooling and Servicing Agreement may be an affiliate of
the depositor and may have other normal business relationships with the
depositor or the depositor's affiliates. Unless otherwise specified in the
prospectus supplement for a series of certificates, the related Pooling and
Servicing Agreement will permit the master servicer, the special servicer and
any REMIC administrator to resign from its obligations under the Pooling and
Servicing Agreement only upon a determination that such obligations are no
longer permissible under applicable law or are in material conflict by reason
of applicable law with any other activities carried on by it. No such
resignation will become effective until the trustee or other successor has
assumed the obligations and duties of the resigning master servicer, special
servicer or REMIC administrator, as the case may be, under the Pooling and
Servicing Agreement. The master servicer and special servicer for each trust
fund will be required to maintain a fidelity bond and errors and omissions
policy or their equivalent that provides coverage against losses that may be
sustained as a result of an officer's or employee's misappropriation of funds
or errors and omissions, subject to certain limitations as to amount of
coverage, deductible amounts, conditions, exclusions and exceptions permitted
by the related Pooling and Servicing Agreement.

     Unless otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement will further provide that none of the master
servicer, the special servicer, the REMIC administrator, the depositor, any
extension adviser or any director, officer, employee or agent of any of them
will be under any liability to the related trust fund or Certificateholders for
any action taken, or not taken, in good faith pursuant to the Pooling and
Servicing Agreement or for errors in judgment; provided, however, that none of
the master servicer, the special servicer, the REMIC administrator, the
depositor, any extension adviser or any such person will be protected against
any liability that would otherwise be imposed by reason of willful misfeasance,
bad faith or gross negligence in the performance of obligations or duties under
the Pooling and Servicing Agreement or by reason of reckless disregard of such
obligations and duties. Unless otherwise specified in the related prospectus
supplement, each Pooling and Servicing Agreement will further provide that the
master servicer, the special servicer, the REMIC administrator, the depositor,
any extension adviser and any director, officer, employee or agent of any of
them will be entitled to indemnification by the related trust fund against any
loss, liability or expense incurred in connection with any legal action that
relates to such Pooling and Servicing Agreement or the related series of
certificates; provided, however, that such indemnification will not extend to
any loss, liability or expense incurred by reason of willful misfeasance, bad
faith or negligence in the performance of obligations or duties under such
Pooling and Servicing Agreement, or by reason of reckless disregard of such
obligations or duties. In addition, each Pooling and Servicing Agreement will
provide that none of the master servicer, the special servicer, the REMIC
administrator, any extension adviser or the depositor will be under any
obligation to appear in, prosecute or defend any legal action that is not
incidental to its respective responsibilities under the Pooling and Servicing
Agreement and that in its opinion may involve it in any expense or liability.
However, each of the master servicer, the special servicer, the REMIC
administrator, any extension adviser and the depositor will be permitted, in
the exercise of its discretion, to undertake any such action that it may deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties to the Pooling and Servicing Agreement and the
interests of the related series of certificateholders under the Pooling and
Servicing Agreement. In such event, the legal expenses and costs of such
action, and any liability resulting from such action, will be expenses, costs
and liabilities of the related series of certificateholders, and the master
servicer, the special servicer, the REMIC administrator, any extension adviser
or the depositor, as the case may be, will be entitled to charge the related
Certificate Account for this expense.


                                       52


     Any person into which the master servicer, the special servicer, the REMIC
administrator or the depositor may be merged or consolidated, or any person
resulting from any merger or consolidation to which the master servicer, the
special servicer, the REMIC administrator or the depositor is a party, or any
person succeeding to the business of the master servicer, the special servicer,
the REMIC administrator or the depositor, will be the successor of the master
servicer, the special servicer, the REMIC administrator or the depositor, as
the case may be, under the related Pooling and Servicing Agreement.

     Unless otherwise specified in the related prospectus supplement, a REMIC
administrator will be entitled to perform any of its duties under the related
Pooling and Servicing Agreement either directly or by or through agents or
attorneys, and the REMIC administrator will not be responsible for any willful
misconduct or gross negligence on the part of any such agent or attorney
appointed by it with due care.


EVENTS OF DEFAULT

     Unless otherwise provided in the prospectus supplement for a series of
certificates, Events of Default under the related Pooling and Servicing
Agreement will include, without limitation--

     o   any failure by the master servicer to distribute or cause to be
         distributed to the certificateholders of such series, or to remit to
         the trustee for distribution to such certificateholders, any amount
         required to be so distributed or remitted, pursuant to, and at the time
         specified by, the terms of the Pooling and Servicing Agreement;

     o   any failure by the special servicer to remit to the master servicer or
         the trustee, as applicable, any amount required to be so remitted,
         pursuant to, and at the time specified by, the terms of the Pooling and
         Servicing Agreement;

     o   any failure by the master servicer or the special servicer duly to
         observe or perform in any material respect any of its other covenants
         or obligations under the related Pooling and Servicing Agreement, which
         failure continues unremedied for thirty days after written notice of
         such failure has been given to the master servicer or the special
         servicer, as the case may be, by any other party to the related Pooling
         and Servicing Agreement, or to the master servicer or the special
         servicer, as the case may be, with a copy to each other party to the
         related Pooling and Servicing Agreement, by certificateholders entitled
         to not less than 25% (or such other percentage specified in the related
         prospectus supplement) of the Voting Rights for such series;

     o   any failure by a REMIC administrator (if other than the trustee) duly
         to observe or perform in any material respect any of its covenants or
         obligations under the related Pooling and Servicing Agreement, which
         failure continues unremedied for thirty days after written notice of
         such notice has been given to the REMIC administrator by any other
         party to the related Pooling and Servicing Agreement, or to the REMIC
         administrator, with a copy to each other party to the related Pooling
         and Servicing Agreement, by certificateholders entitled to not less
         than 25% (or such other percentage specified in the related prospectus
         supplement) of the Voting Rights for such series;

     o   certain events involving a determination by a rating agency that the
         master servicer or the special servicer is no longer approved by such
         rating agency to serve in such capacity; and

     o   certain events of insolvency, readjustment of debt, marshaling of
         assets and liabilities, or similar proceedings in respect of or
         relating to the master servicer, the special servicer or the REMIC
         administrator (if other than the trustee), and certain actions by or on
         behalf of the master servicer, the special servicer or the REMIC
         administrator (if other than the trustee) indicating its insolvency or
         inability to pay its obligations.


                                       53


     Material variations to the foregoing Events of Default (other than to add
thereto or shorten cure periods or eliminate notice requirements) will be
specified in the related prospectus supplement. Unless otherwise specified in
the related prospectus supplement, when a single entity acts as master
servicer, special servicer and REMIC administrator, or in any two of the
foregoing capacities, for any trust fund, an Event of Default in one capacity
will (except where related only to a Rating Agency's evaluation of the
acceptability of such entity to act in a particular capacity) constitute an
event of default in each capacity.


RIGHTS UPON EVENT OF DEFAULT

     If an Event of Default occurs with respect to the master servicer, the
special servicer or a REMIC administrator under a Pooling and Servicing
Agreement, then, in each and every such case, so long as the Event of Default
remains unremedied, the trustee will be authorized, and at the direction of
certificateholders of the related series entitled to not less than 51% (or such
other percentage specified in the related prospectus supplement) of the Voting
Rights for such series, the trustee will be required, to terminate all of the
rights and obligations of the defaulting party as master servicer, special
servicer or REMIC administrator, as applicable, under the Pooling and Servicing
Agreement, whereupon the trustee will succeed to all of the responsibilities,
duties and liabilities of the defaulting party as master servicer, special
servicer or REMIC administrator, as applicable, under the Pooling and Servicing
Agreement (except that if the defaulting party is required to make advances
under the Pooling and Servicing Agreement regarding delinquent mortgage loans,
but the trustee is prohibited by law from obligating itself to make such
advances, or if the related prospectus supplement so specifies, the trustee
will not be obligated to make such advances) and will be entitled to similar
compensation arrangements. Unless otherwise specified in the related prospectus
supplement, if the trustee is unwilling or unable so to act, it may (or, at the
written request of Certificateholders of the related series entitled to not
less than 51% (or such other percentage specified in the related prospectus
supplement) of the Voting Rights for such series, it will be required to)
appoint, or petition a court of competent jurisdiction to appoint, a loan
servicing institution or other entity that (unless otherwise provided in the
related prospectus supplement) is acceptable to each applicable rating agency
to act as successor to the master servicer, special servicer or REMIC
administrator, as the case may be, under the Pooling and Servicing Agreement.
Pending such appointment, the trustee will be obligated to act in such
capacity.

     If the same entity is acting as both trustee and REMIC administrator, it
may be removed in both such capacities as described under "--Resignation and
Removal of the Trustee" below.

     No certificateholder will have any right under a Pooling and Servicing
Agreement to institute any proceeding with respect to such Pooling and
Servicing Agreement unless such holder previously has given to the trustee
written notice of default and the continuance of such default and unless the
holders of certificates of any class evidencing not less than 25% of the
aggregate Percentage Interests constituting such class have made written
request upon the trustee to institute such proceeding in its own name as
trustee under the Pooling and Servicing Agreement and have offered to the
trustee reasonable indemnity and the trustee for sixty days after receipt of
such request and indemnity has neglected or refused to institute any such
proceeding. However, the trustee will be under no obligation to exercise any of
the trusts or powers vested in it by the Pooling and Servicing Agreement or to
institute, conduct or defend any litigation under the Pooling and Servicing
Agreement or in relation thereto at the request, order or direction of any of
the holders of certificates covered by such Pooling and Servicing Agreement,
unless such certificateholders have offered to the trustee reasonable security
or indemnity against the costs, expenses and liabilities which may be incurred
in connection with such litigation.


AMENDMENT

     Except as otherwise specified in the related prospectus supplement, each
Pooling and Servicing Agreement may be amended by the parties thereto, without
the consent of any of the holders of certificates covered by such Pooling and
Servicing Agreement, (1) to cure any ambiguity, (2) to


                                       54


correct or supplement any provision in the Pooling and Servicing Agreement
which may be inconsistent with any other provision in the Pooling and Servicing
Agreement or to correct any error, (3) to change the timing and/or nature of
deposits in the Certificate Account, provided that (A) such change would not
adversely affect in any material respect the interests of any
Certificateholder, as evidenced by an opinion of counsel, and (B) such change
would not result in the withdrawal, downgrade or qualification of any of the
then-current ratings on the certificates, as evidenced by a letter from each
applicable rating agency, (4) if a REMIC election has been made with respect to
the related trust fund, to modify, eliminate or add to any of its provisions
(A) to such extent as shall be necessary to maintain the qualification of the
trust fund (or any designated portion of the trust fund) as a REMIC or to avoid
or minimize the risk of imposition of any tax on the related trust fund,
provided that the trustee has received an opinion of counsel to the effect that
(1) such action is necessary or desirable to maintain such qualification or to
avoid or minimize such risk, and (2) such action will not adversely affect in
any material respect the interests of any holder of certificates covered by the
Pooling and Servicing Agreement, or (B) to restrict the transfer of the REMIC
Residual Certificates, provided that the depositor has determined that the
then-current ratings of the classes of the certificates that have been rated
will not be withdrawn, downgraded or qualified, as evidenced by a letter from
each applicable rating agency, and that any such amendment will not give rise
to any tax with respect to the transfer of the REMIC Residual Certificates to a
non-permitted transferee (See "Certain Federal Income Tax
Consequences--REMICs--Tax and Restrictions on Transfers of REMIC Residual
Certificates to Certain Organizations" in this prospectus supplement), (5) to
make any other provisions with respect to matters or questions arising under
such Pooling and Servicing Agreement or any other change, provided that such
action will not adversely affect in any material respect the interests of any
certificateholder, or (6) to amend specified provisions that are not material
to holders of any class of certificates offered by this prospectus.


     The Pooling and Servicing Agreement may also be amended by the parties
thereto with the consent of the holders of certificates of each class affected
by an amendment evidencing, in each case, not less than 66 2/3% (or such other
percentage specified in the related prospectus supplement) of the aggregate
Percentage Interests constituting such class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
such Pooling and Servicing Agreement or of modifying in any manner the rights
of the holders of certificates covered by such Pooling and Servicing Agreement,
except that no such amendment may (1) reduce in any manner the amount of, or
delay the timing of, payments received on mortgage loans which are required to
be distributed on a certificate of any class without the consent of the holder
of such certificate or (2) reduce the aforesaid percentage of certificates of
any class the holders of which are required to consent to any such amendment
without the consent of the holders of all certificates of such class covered by
such Pooling and Servicing Agreement then outstanding.


     Notwithstanding the foregoing, if one or more REMIC elections have been
made with respect to the related trust fund, the trustee will not be required
to consent to any amendment to a Pooling and Servicing Agreement without having
first received an opinion of counsel to the effect that such amendment or the
exercise of any power granted to the master servicer, the special servicer, the
depositor, the trustee or any other specified person in accordance with such
amendment will not result in the imposition of a tax on the related trust fund
or cause such trust fund (or any designated portion of the trust fund) to fail
to qualify as a REMIC.


LIST OF CERTIFICATEHOLDERS

     Unless otherwise specified in the related prospectus supplement, upon
written request of three or more certificateholders of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related Pooling and Servicing Agreement, the
trustee or other specified person will afford such certificateholders access
during normal business hours to the most recent list of certificateholders of
that series held by such person. If such list is as of a date more than 90 days
prior to the date of receipt of such certificateholders'


                                       55


request, then such person, if not the registrar for such series of
certificates, will be required to request from such registrar a current list
and to afford such requesting certificateholders access thereto promptly upon
receipt.


THE TRUSTEE

     The trustee under each Pooling and Servicing Agreement will be named in
the related prospectus supplement. The commercial bank, national banking
association, banking corporation or trust company that serves as trustee may
have typical banking relationships with the depositor and its affiliates and
with any master servicer, special servicer or REMIC administrator and its
affiliates.


DUTIES OF THE TRUSTEE

     The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related Pooling and Servicing Agreement,
such certificates or any underlying mortgage asset or related document and will
not be accountable for the use or application by or on behalf of any master
servicer or special servicer of any funds paid to the master servicer or
special servicer in respect of the certificates or the underlying mortgage
assets. If no Event of Default has occurred and is continuing, the trustee for
each series of certificates will be required to perform only those duties
specifically required under the related Pooling and Servicing Agreement.
However, upon receipt of any of the various certificates, reports or other
instruments required to be furnished to it pursuant to the related Pooling and
Servicing Agreement, a trustee will be required to examine such documents and
to determine whether they conform to the requirements of such agreement.


CERTAIN MATTERS REGARDING THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of any trustee may be the expense of the related
master servicer or other specified person or may be required to be borne by the
related trust fund.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the Certificate Account for such series, for any loss,
liability or expense incurred by the trustee in connection with the trustee's
acceptance or administration of its trusts under the related Pooling and
Servicing Agreement; provided, however, that such indemnification will not
extend to any loss liability or expense incurred by reason of willful
misfeasance, bad faith or gross negligence on the part of the trustee in the
performance of its obligations and duties under the Pooling and Servicing
Agreement, or by reason of its reckless disregard of such obligations or
duties.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to execute any of its
trusts or powers under the related Pooling and Servicing Agreement or perform
any of its duties under the Pooling and Servicing Agreement either directly or
by or through agents or attorneys, and the trustee will not be responsible for
any willful misconduct or negligence on the part of any such agent or attorney
appointed by it with due care.


RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee may resign at any time, in which event the depositor will be
obligated to appoint a successor trustee. The depositor may also remove the
trustee if the trustee ceases to be eligible to continue as such under the
Pooling and Servicing Agreement or if the trustee becomes insolvent. Upon
becoming aware of such circumstances, the depositor will be obligated to
appoint a successor trustee. The trustee may also be removed at any time by the
holders of certificates of the applicable series evidencing not less than
331/3% (or such other percentage specified in the related prospectus
supplement) of the Voting Rights for such series. Any resignation or removal of
the trustee and appointment of a successor trustee will not become effective
until acceptance of the appointment by the successor trustee. Notwithstanding
anything in this prospectus to the contrary, if any entity is acting as both
trustee and REMIC administrator, then any resignation or removal of such entity
as the trustee will also constitute the resignation or removal of such entity
as REMIC administrator, and the successor trustee will serve as successor to
the REMIC administrator as well.


                                       56



                         DESCRIPTION OF CREDIT SUPPORT


GENERAL

     Credit support may be provided with respect to one or more classes of the
certificates of any series or with respect to the related mortgage assets.
Credit support may be in the form of a letter of credit, the subordination of
one or more classes of certificates, the use of a pool insurance policy or
guarantee insurance, the establishment of one or more reserve funds and/or cash
collateral accounts, overcollateralization, or another method of credit support
described in the related prospectus supplement, or any combination of the
foregoing. If and to the extent so provided in the related prospectus
supplement, any of the foregoing forms of credit support may provide credit
enhancement for more than one series of certificates.

     Unless otherwise provided in the related prospectus supplement for a
series of certificates, the credit support will not provide protection against
all risks of loss and will not guarantee payment to certificateholders of all
amounts to which they are entitled under the related Pooling and Servicing
Agreement. If losses or shortfalls occur that exceed the amount covered by the
related credit support or that are of a type not covered by such credit
support, certificateholders will bear their allocable share of deficiencies.
Moreover, if a form of credit support covers the offered certificates of more
than one series and losses on the related mortgage assets exceed the amount of
such credit support, it is possible that the holders of offered certificates of
one (or more) such series will be disproportionately benefited by such credit
support to the detriment of the holders of offered certificates of one (or
more) other such series.

     If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage assets, the
related prospectus supplement will include a description of--

     o   the nature and amount of coverage under such credit support;

     o   any conditions to payment under the credit support not otherwise
         described in this prospectus;

     o   the conditions (if any) under which the amount of coverage under such
         credit support may be reduced and under which such credit support may
         be terminated or replaced; and

     o   the material provisions relating to such credit support.

     Additionally, the related prospectus supplement will set forth certain
information with respect to the obligor, if any, under any instrument of credit
support. See "Risk Factors--Credit Support Limitations".


SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions from the Certificate Account
on any Distribution Date will be subordinated to the corresponding rights of
the holders of Senior Certificates. If so provided in the related prospectus
supplement, the subordination of a class may apply only in the event of certain
types of losses or shortfalls. The related prospectus supplement will set forth
information concerning the method and amount of subordination provided by a
class or classes of Subordinate Certificates in a series and the circumstances
under which such subordination will be available.

     If the mortgage assets in any trust fund are divided into separate groups,
each supporting a separate class or classes of certificates of the related
series, credit support may be provided by cross-support provisions requiring
that distributions be made on Senior Certificates evidencing interests in one
group of mortgage assets prior to distributions on Subordinate Certificates
evidencing interests in a different group of mortgage assets within the trust
fund. The prospectus supplement for a series that includes a cross-support
provision will describe the manner and conditions for applying such provisions.



                                       57



INSURANCE OR GUARANTEES CONCERNING THE MORTGAGE LOANS

     If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for certain
default risks by insurance policies or guarantees. The related prospectus
supplement will describe the nature of such default risks and the extent of
such coverage.


LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes of certificates will be covered by one or more letters of credit,
issued by a bank or other financial institution (which may be an affiliate of
the depositor) specified in such prospectus supplement. Under a letter of
credit, the providing institution will be obligated to honor draws in an
aggregate fixed dollar amount, net of unreimbursed payments under the letter of
credit, generally equal to a percentage specified in the related prospectus
supplement of the aggregate principal balance of some or all of the related
mortgage assets on the related Cut-off Date or of the initial aggregate
Certificate Balance of one or more classes of certificates. If so specified in
the related prospectus supplement, the letter of credit may permit draws only
in the event of certain types of losses and shortfalls. The amount available
under the letter of credit will, in all cases, be reduced to the extent of the
unreimbursed payments under the letter of credit and may otherwise be reduced
as described in the related prospectus supplement. The obligations of the
providing institution under the letter of credit for each series of
certificates will expire at the earlier of the date specified in the related
prospectus supplement or the termination of the trust fund.


CERTIFICATE INSURANCE AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes of certificates will be covered by insurance policies or surety bonds
provided by one or more insurance companies or sureties. Such instruments may
cover, with respect to one or more classes of certificates of the related
series, timely distributions of interest or distributions of principal on the
basis of a schedule of principal distributions set forth in or determined in
the manner specified in the related prospectus supplement. The related
prospectus supplement will describe any limitations on the draws that may be
made under any such instrument.


RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on such certificates or certain
classes will be covered (to the extent of available funds) by one or more
reserve funds in which cash, a letter of credit, Permitted Investments, a
demand note or a combination will be deposited, in the amounts specified in
such prospectus supplement. If so specified in the related prospectus
supplement, the reserve fund for a series may also be funded over time by a
specified amount of certain collections received on the related mortgage
assets.

     Amounts on deposit in any reserve fund for a series will be applied for
the purposes, in the manner, and to the extent specified in the related
prospectus supplement. If so specified in the related prospectus supplement,
reserve funds may be established to provide protection only against certain
types of losses and shortfalls. Following each Distribution Date, amounts in a
reserve fund in excess of any amount required to be maintained in such reserve
funds may be released from the reserve fund under the conditions and to the
extent specified in the related prospectus supplement.

     If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in Permitted Investments. Unless otherwise
specified in the related prospectus supplement, any reinvestment income or
other gain from such investments will be credited to the related reserve fund
for such series, and any loss resulting from such investments will be charged
to


                                       58


such reserve fund. However, such income may be payable to any related master
servicer or another service provider as additional compensation for its
services. The reserve fund, if any, for a series will not be a part of the
trust fund unless otherwise specified in the related prospectus supplement.


CASH COLLATERAL ACCOUNT


     If so specified in the related prospectus supplement, all or any portion
of credit enhancement for a series of certificates may be provided by the
establishment of a cash collateral account. A cash collateral account will be
similar to a reserve fund except that generally a cash collateral account is
funded initially by a loan from a cash collateral lender, the proceeds of which
are invested with the cash collateral lender or other eligible institution. The
loan from the cash collateral lender will be repaid from such amounts as are
specified in the related prospectus supplement. Amounts on deposit in the cash
collateral account will be available in generally the same manner described
above with respect to a reserve fund. As specified in the related prospectus
supplement, a cash collateral account may be deemed to be part of the assets of
the related Trust, may be deemed to be part of the assets of a separate cash
collateral trust or may be deemed to be property of the party specified in the
related prospectus supplement and pledged for the benefit of the holders of one
or more classes of certificates of a series.


CREDIT SUPPORT WITH RESPECT TO MBS


     If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of credit support
described in this prospectus. The related prospectus supplement will specify,
as to each such form of credit support, the information indicated above with
respect thereto, to the extent such information is material and available.


                                       59



                    CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS

     The following discussion contains general summaries of certain legal
aspects of mortgage loans secured by commercial and multifamily residential
properties. Because such legal aspects are governed by applicable state law
(which laws may differ substantially), the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all states in which the security for the mortgage loans (or mortgage loans
underlying any MBS) is situated. Accordingly, the summaries are qualified in
their entirety by reference to the applicable laws of those states. See
"Description of the Trust Funds--Mortgage Loans". For purposes of the following
discussion, "mortgage loan" includes a mortgage loan underlying an MBS.


GENERAL

     Each mortgage loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related mortgaged property is
located. mortgages, deeds of trust and deeds to secure debt are in this
prospectus collectively referred to as "mortgages". A mortgage creates a lien
upon, or grants a title interest in, the real property covered by that
mortgage, and represents the security for the repayment of the indebtedness
customarily evidenced by a promissory note. The priority of the lien created or
interest granted will depend on the terms of the mortgage and, in some cases,
on the terms of separate subordination agreements or intercreditor agreements
with others that hold interests in the real property, the knowledge of the
parties to the mortgage and, generally, the order of recordation of the
mortgage in the appropriate public recording office. However, the lien of a
recorded mortgage will generally be subordinate to later-arising liens for real
estate taxes and assessments and other charges imposed under governmental
police powers.


TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage: a mortgagor (the borrower and usually
the owner of the subject property) and a mortgagee (the lender). In contrast, a
deed of trust is a three-party instrument, among a trustor (the equivalent of a
borrower), a trustee to whom the real property is conveyed, and a beneficiary
(the lender) for whose benefit the conveyance is made. Under a deed of trust,
the trustor grants the property, irrevocably until the debt is paid, in trust
and generally with a power of sale, to the trustee to secure repayment of the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties, pursuant to which the borrower, or grantor, conveys title to the
real property to the grantee, or lender, generally with a power of sale, until
such time as the debt is repaid. In a case where the borrower is a land trust,
there would be an additional party because legal title to the property is held
by a land trustee under a land trust agreement for the benefit of the borrower.
At origination of a mortgage loan involving a land trust, the borrower may
execute a separate undertaking to make payments on the mortgage note. In no
event is the land trustee personally liable for the mortgage note obligation.
The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by the express provisions of the related instrument, the law of the
state in which the real property is located, certain federal laws and, in some
deed of trust transactions, the directions of the beneficiary.


LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease
and the income derived from such leases and rents, while (unless rents are to
be paid directly to the lender) retaining a revocable license to collect the
rents for so long as there is no default. If the borrower defaults, the license
terminates and the lender is entitled to collect the rents. Local law may
require that the lender take possession of the property and/or obtain a
court-appointed receiver before becoming entitled to collect the rents.


                                       60


     In most states, hotel and motel room rates are considered accounts
receivable under the Uniform Commercial Code; in cases where hotels or motels
constitute loan security, the rates are generally pledged by the borrower as
additional security for the loan. In general, the lender must file financing
statements in order to perfect its security interest in the room rates and must
file continuation statements, generally every five years, to maintain
perfection of such security interest. In certain cases, mortgage loans secured
by hotels or motels may be included in a trust fund even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. Even if the lender's security interest in room rates is
perfected under applicable nonbankruptcy law, it will generally be required to
commence a foreclosure action or otherwise take possession of the property in
order to enforce its rights to collect the room rates following a default. In
the bankruptcy setting, however, the lender will be stayed from enforcing its
rights to collect room rates, but those room rates (in light of certain
revisions to the Bankruptcy Code which are effective for all bankruptcy cases
commenced on or after October 22, 1994) constitute "cash collateral" and
therefore cannot be used by the bankruptcy debtor without lender's consent or a
hearing at which the lender's interest in the room rates is given adequate
protection (e.g., the lender receives cash payments from otherwise unencumbered
funds or a replacement lien on unencumbered property, in either case equal in
value to the amount of room rates that the debtor proposes to use, or other
similar relief). See "--Bankruptcy Laws".

     In the case of office and retail properties, the bankruptcy or insolvency
of a major tenant or a number of smaller tenants may have an adverse impact on
the mortgaged properties affected and the income produced by such mortgaged
properties. Under bankruptcy law, a tenant has the option of assuming
(continuing), or rejecting (terminating) or, subject to certain conditions,
assigning to a third party any unexpired lease. If the tenant assumes its
lease, the tenant must cure all defaults under the lease and provide the
landlord with adequate assurance of its future performance under the lease. If
the tenant rejects the lease, the landlord's claim for breach of the lease
would (absent collateral securing the claim) be treated as a general unsecured
claim. The amount of the claim would be limited to the amount owed for unpaid
pre-petition lease payments unrelated to the rejection, plus the greater of one
year's lease payments or 15% of the remaining lease payments payable under the
lease (but not to exceed three years' lease payments). If the tenant assigns
its lease, the tenant must cure all defaults under the lease and the proposed
assignee must demonstrate adequate assurance of future performance under the
lease.


PERSONALTY

     In the case of certain types of mortgaged properties, such as hotels,
motels and nursing homes, personal property (to the extent owned by the
borrower and not previously pledged) may constitute a significant portion of
the property's value as security. The creation and enforcement of liens on
personal property are governed by the UCC. Accordingly, if a borrower pledges
personal property as security for a mortgage loan, the lender generally must
file UCC financing statements in order to perfect its security interest in the
mortgage loan, and must file continuation statements, generally every five
years, to maintain that perfection. In certain cases, mortgage loans secured in
part by personal property may be included in a trust fund even if the security
interest in such personal property was not perfected or the requisite UCC
filings were allowed to lapse.


FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to
recover its mortgage debt by enforcing its rights and available legal remedies
under the mortgage. If the borrower defaults in payment or performance of its
obligations under the note or mortgage, the lender has the right to institute
foreclosure proceedings to sell the real property at public auction to satisfy
the indebtedness.

     Foreclosure procedures vary from state to state. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and nonjudicial foreclosure pursuant to a power of sale granted in the mortgage
instrument. Other foreclosure procedures are available in some states, but they
are either infrequently used or available only in limited circumstances.


                                       61


     A foreclosure action is subject to most of the delays and expenses of
other lawsuits if defenses are raised or counterclaims are interposed, and
sometimes requires several years to complete.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Such sales are made in accordance with
procedures that vary from state to state.

     Equitable and Other Limitations on Enforceability of Certain
Provisions. United States courts have traditionally imposed general equitable
principles to limit the remedies available to lenders in foreclosure actions.
These principles are generally designed to relieve borrowers from the effects
of mortgage defaults perceived as harsh or unfair. Relying on such principles,
a court may alter the specific terms of a loan to the extent it considers
necessary to prevent or remedy an injustice, undue oppression or overreaching,
or may require the lender to undertake affirmative actions to determine the
cause of the borrower's default and the likelihood that the borrower will be
able to reinstate the loan. In some cases, courts have substituted their
judgment for the lender's and have required that lenders reinstate loans or
recast payment schedules in order to accommodate borrowers who are suffering
from a temporary financial disability. In other cases, courts have limited the
right of the lender to foreclose in the case of a nonmonetary default, such as
a failure to adequately maintain the mortgaged property or an impermissible
further encumbrance of the mortgaged property. Finally, some courts have
addressed the issue of whether federal or state constitutional provisions
reflecting due process concerns for adequate notice require that a borrower
receive notice in addition to statutorily-prescribed minimum notice. For the
most part, these cases have upheld the reasonableness of the notice provisions
or have found that a public sale under a mortgage providing for a power of sale
does not involve sufficient state action to trigger constitutional protections.

     In addition, some states may have statutory protection such as the right
of the borrower to reinstate mortgage loans after commencement of foreclosure
proceedings but prior to a foreclosure sale.

     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale pursuant to a power of sale
typically granted in the deed of trust. A power of sale may also be contained
in any other type of mortgage instrument if applicable law so permits. A power
of sale under a deed of trust allows a nonjudicial public sale to be conducted
generally following a request from the beneficiary/lender to the trustee to
sell the property upon default by the borrower and after notice of sale is
given in accordance with the terms of the mortgage and applicable state law. In
some states, prior to such sale, the trustee under the deed of trust must
record a notice of default and notice of sale and send a copy to the borrower
and to any other party who has recorded a request for a copy of a notice of
default and notice of sale. In addition, in some states the trustee must
provide notice to any other party having an interest of record in the real
property, including junior lienholders. A notice of sale must be posted in a
public place and, in most states, published for a specified period of time in
one or more newspapers. The borrower or junior lienholder may then have the
right, during a reinstatement period required in some states, to cure the
default by paying the entire actual amount in arrears (without regard to the
acceleration of the indebtedness), plus the lender's expenses incurred in
enforcing the obligation. In other states, the borrower or the junior
lienholder is not provided a period to reinstate the loan, but has only the
right to pay off the entire debt to prevent the foreclosure sale. Generally,
state law governs the procedure for public sale, the parties entitled to
notice, the method of giving notice and the applicable time periods.

     Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the exact
status of title to the property (due to, among other


                                       62


things, redemption rights that may exist) and because of the possibility that
physical deterioration of the property may have occurred during the foreclosure
proceedings. Therefore, it is common for the lender to purchase the mortgaged
property for an amount equal to the secured indebtedness and accrued and unpaid
interest plus the expenses of foreclosure, in which event the borrower's debt
will be extinguished, or for a lesser amount in order to preserve its right to
seek a deficiency judgment if such is available under state law and under the
terms of the mortgage loan documents. (The mortgage loans, however, may be
nonrecourse. See "Risk Factors--Certain Factors Affecting Delinquency,
Foreclosure and Loss of the Mortgage Loans--Limited Recourse Nature of the
Mortgage Loans".) Thereafter, subject to the borrower's right in some states to
remain in possession during a redemption period, the lender will become the
owner of the property and have both the benefits and burdens of ownership,
including the obligation to pay debt service on any senior mortgages, to pay
taxes, to obtain casualty insurance and to make such repairs as are necessary
to render the property suitable for sale. The costs of operating and
maintaining a commercial or multifamily residential property may be significant
and may be greater than the income derived from that property. The lender also
will commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale or lease of the property. Depending upon
market conditions, the ultimate proceeds of the sale of the property may not
equal the lender's investment in the property. Moreover, because of the
expenses associated with acquiring, owning and selling a mortgaged property, a
lender could realize an overall loss on a mortgage loan even if the mortgaged
property is sold at foreclosure, or resold after it is acquired through
foreclosure, for an amount equal to the full outstanding principal amount of
the loan plus accrued interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a "due-on-sale" clause contained in a
senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

     Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all
persons who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their "equity of redemption". The doctrine
of equity of redemption provides that, until the property encumbered by a
mortgage has been sold in accordance with a properly conducted foreclosure and
foreclosure sale, those having interests that are subordinate to that of the
foreclosing lender have an equity of redemption and may redeem the property by
paying the entire debt with interest. Those having an equity of redemption must
generally be made parties and joined in the foreclosure proceeding in order for
their equity of redemption to be terminated.

     The equity of redemption is a common-law (nonstatutory) right which should
be distinguished from post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property because the exercise of a right of
redemption would defeat the title of any purchaser through a foreclosure.
Consequently, the practical effect of the redemption right is to force the
lender to maintain the property and pay the expenses of ownership until the
redemption period has expired. In some states, a post-sale statutory right of
redemption may exist following a judicial foreclosure, but not following a
trustee's sale under a deed of trust.

     Anti-Deficiency Legislation. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the mortgaged property and such other assets, if any, that were pledged to
secure the mortgage loan. However, even if a mortgage loan by its terms
provides for recourse to the borrower's other assets, a lender's ability to
realize upon those assets may be limited by state law. For example, in some
states a lender cannot obtain a deficiency


                                       63


judgment against the borrower following foreclosure or sale under a deed of
trust. A deficiency judgment is a personal judgment against the former borrower
equal to the difference between the net amount realized upon the public sale of
the real property and the amount due to the lender. Other statutes may require
the lender to exhaust the security afforded under a mortgage before bringing a
personal action against the borrower. In certain other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting such security; however, in some of those states, the
lender, following judgment on such personal action, may be deemed to have
elected a remedy and thus may be precluded from foreclosing upon the security.
Consequently, lenders in those states where such an election of remedy
provision exists will usually proceed first against the security. Finally,
other statutory provisions, designed to protect borrowers from exposure to
large deficiency judgments that might result from bidding at below-market
values at the foreclosure sale, limit any deficiency judgment to the excess of
the outstanding debt over the fair market value of the property at the time of
the sale.

     Leasehold Considerations. Mortgage loans may be secured by a mortgage on
the borrower's leasehold interest in a ground lease. Leasehold mortgage loans
are subject to certain risks not associated with mortgage loans secured by a
lien on the fee estate of the borrower. The most significant of these risks is
that if the borrower's leasehold were to be terminated upon a lease default,
the leasehold mortgagee could lose its security. This risk may be lessened if
the ground lease requires the lessor to give the leasehold mortgagee notices of
lessee defaults and an opportunity to cure them, requires the lessor to grant
the mortgagee a new lease if the existing lease is rejected in a bankruptcy
proceeding, permits the leasehold estate to be assigned to and by the leasehold
mortgagee or the purchaser at a foreclosure sale, and contains certain other
protective provisions typically included in a "mortgageable" ground lease.
Certain mortgage loans, however, may be secured by ground leases which do not
contain these provisions.

     Cooperative Shares. Mortgage loans may be secured by a security interest
on the borrower's ownership interest in shares, and the proprietary leases
appurtenant thereto, allocable to cooperative dwelling units that may be vacant
or occupied by nonowner tenants. Such loans are subject to certain risks not
associated with mortgage loans secured by a lien on the fee estate of a
borrower in real property. Such a loan typically is subordinate to the
mortgage, if any, on the cooperative's building which, if foreclosed, could
extinguish the equity in the building and the proprietary leases of the
dwelling units derived from ownership of the shares of the cooperative.
Further, transfer of shares in a cooperative are subject to various regulations
as well as to restrictions under the governing documents of the cooperative,
and the shares may be canceled in the event that associated maintenance charges
due under the related proprietary leases are not paid. Typically, a recognition
agreement between the lender and the cooperative provides, among other things,
the lender with an opportunity to cure a default under a proprietary lease.

     Under the laws applicable in many states, "foreclosure" on cooperative
shares is accomplished by a sale in accordance with the provisions of Article 9
of the UCC and the security agreement relating to the shares. Article 9 of the
UCC requires that a sale be conducted in a "commercially reasonable" manner,
which may be dependent upon, among other things, the notice given the debtor
and the method, manner, time, place and terms of the sale. Article 9 of the UCC
provides that the proceeds of the sale will be applied first to pay the costs
and expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally
provides that the lender's right to reimbursement is subject to the right of
the cooperative to receive sums due under the proprietary leases.


BANKRUPTCY LAWS

     Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a lender to realize upon collateral and/or to enforce
a deficiency judgment. For example, under the Bankruptcy Code, virtually all
actions (including foreclosure actions and deficiency judgment proceedings) to
collect a debt are automatically stayed upon the filing of the bankruptcy
petition and, often, no interest or principal payments are made during the
course of the bankruptcy case. The delay and the consequences caused by such
automatic stay can be significant. Also, under the


                                       64


Bankruptcy Code, the filing of a petition in bankruptcy by or on behalf of a
junior lienor may stay the senior lender from taking action to foreclose out
such junior lien.

     Under the Bankruptcy Code, provided certain substantive and procedural
safeguards protective of the lender are met, the amount and terms of a mortgage
loan secured by a lien on property of the debtor may be modified under certain
circumstances. For example, the outstanding amount of the loan may be reduced
to the then-current value of the property (with a corresponding partial
reduction of the amount of lender's security interest) pursuant to a confirmed
plan or lien avoidance proceeding, thus leaving the lender a general unsecured
creditor for the difference between such value and the outstanding balance of
the loan. Other modifications may include the reduction in the amount of each
scheduled payment, by means of a reduction in the rate of interest and/or an
alteration of the repayment schedule (with or without affecting the unpaid
principal balance of the loan), and/or by an extension (or shortening) of the
term to maturity. Some bankruptcy courts have approved plans, based on the
particular facts of the reorganization case, that effected the cure of a
mortgage loan default by paying arrearages over a number of years. Also, a
bankruptcy court may permit a debtor, through its rehabilitative plan, to
reinstate a loan mortgage payment schedule even if the lender has obtained a
final judgment of foreclosure prior to the filing of the debtor's petition.

     Federal bankruptcy law may also have the effect of interfering with or
affecting the ability of a secured lender to enforce the borrower's assignment
of rents and leases related to the mortgaged property. Under the Bankruptcy
Code, a lender may be stayed from enforcing the assignment, and the legal
proceedings necessary to resolve the issue could be time-consuming, with
resulting delays in the lender's receipt of the rents. Recent amendments to the
Bankruptcy Code, however, may minimize the impairment of the lender's ability
to enforce the borrower's assignment of rents and leases. In addition to the
inclusion of hotel revenues within the definition of "cash collateral" as noted
previously in the Section entitled "-- Leases and Rents", the amendments
provide that a pre-petition security interest in rents or hotel revenues
extends (unless the bankruptcy court orders otherwise based on the equities of
the case) to such post-petition rents or revenues and is intended to overrule
those cases that held that a security interest in rents is unperfected under
the laws of certain states until the lender has taken some further action, such
as commencing foreclosure or obtaining a receiver prior to activation of the
assignment of rents.

     If a borrower's ability to make payment on a mortgage loan is dependent on
its receipt of rent payments under a lease of the related property, that
ability may be impaired by the commencement of a bankruptcy case relating to a
lessee under such lease. Under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a lessee results in a stay in bankruptcy against
the commencement or continuation of any state court proceeding for past due
rent, for accelerated rent, for damages or for a summary eviction order with
respect to a default under the lease that occurred prior to the filing of the
lessee's petition. In addition, the Bankruptcy Code generally provides that a
trustee or debtor-in-possession may, subject to approval of the court, (1)
assume the lease and retain it or assign it to a third party or (2) reject the
lease. If the lease is assumed, the trustee or debtor-in-possession (or
assignee, if applicable) must cure any defaults under the lease, compensate the
lessor for its losses and provide the lessor with "adequate assurance" of
future performance. Such remedies may be insufficient, and any assurances
provided to the lessor may, in fact, be inadequate. If the lease is rejected,
the lessor will be treated as an unsecured creditor with respect to its claim
for damages for termination of the lease. The Bankruptcy Code also limits a
lessor's damages for lease rejection to the rent reserved by the lease (without
regard to acceleration) for the greater of one year, or 15%, not to exceed
three years, of the remaining term of the lease.

     Pursuant to the federal doctrine of "substantive consolidation" or to the
(predominantly state law) doctrine of "piercing the corporate veil", a
bankruptcy court, in the exercise of its equitable powers, also has the
authority to order that the assets and liabilities of a related entity be
consolidated with those of an entity before it. Thus, property ostensibly the
property of one entity may be determined to be the property of a different
entity in bankruptcy, the automatic stay applicable to the second entity
extended to the first and the rights of creditors of the first entity impaired
in the fashion set forth above in the discussion of ordinary bankruptcy
principles.


                                       65


Depending on facts and circumstances not wholly in existence at the time a loan
is originated or transferred to the trust fund, the application of any of these
doctrines to one or more of the mortgagors in the context of the bankruptcy of
one or more of their affiliates could result in material impairment of the
rights of the Certificateholders.

     For each mortgagor that is described as a "special purpose entity",
"single purpose entity" or "bankruptcy remote entity" in the related prospectus
supplement, the activities that may be conducted by such mortgagor and its
ability to incur debt are restricted by the applicable mortgage or the
organizational documents of such mortgagor in such manner as is intended to
make the likelihood of a bankruptcy proceeding being commenced by or against
such mortgagor remote, and such mortgagor has been organized and is designed to
operate in a manner such that its separate existence should be respected
notwithstanding a bankruptcy proceeding in respect of one or more affiliated
entities of such mortgagor. However, the depositor makes no representation as
to the likelihood of the institution of a bankruptcy proceeding by or in
respect of any mortgagor or the likelihood that the separate existence of any
mortgagor would be respected if there were to be a bankruptcy proceeding in
respect of any affiliated entity of a mortgagor.


ENVIRONMENTAL CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties
that are or have been used for industrial, manufacturing, military or disposal
activity. Such environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In certain circumstances, a lender
may decide to abandon a contaminated mortgaged property as collateral for its
loan rather than foreclose and risk liability for clean-up costs.

     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to
such a "superlien".

     CERCLA. CERCLA, imposes strict liability on present and past "owners" and
"operators" of contaminated real property for the costs of clean-up. A secured
lender may be liable as an "owner" or "operator" of a contaminated mortgaged
property if agents or employees of the lender have become sufficiently involved
in the management of such mortgaged property or the operations of the borrower.
Such liability may exist even if the lender did not cause or contribute to the
contamination and regardless of whether or not the lender has actually taken
possession of a mortgaged property through foreclosure, deed in lieu of
foreclosure or otherwise. Moreover, such liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator", however, is a person "who without participating in the management
of the facility, holds indicia of ownership primarily to protect his security
interest". This is the so-called "secured creditor exemption."

     The Asset Conservation, Lender Liability and Deposit Insurance Act of
1996, amended, among other things, the provisions of CERCLA with respect to
lender liability and the secured creditor exemption. The Act offers substantial
protection of lenders by defining the activities in which a lender can engage
and still have the benefit of the secured creditor exemption. In order for a
lender to be deemed to have participated in the management of a mortgaged
property, the lender must actually participate in the operational affairs of
the property of the borrower. The Asset Conservation, Lender Liability and
Deposit Insurance Act of 1996 provides that "merely having the capacity to
influence, or unexercised right to control" operations does not constitute
participation in management. A lender will lose the protection of the secured
creditor exemption only if it exercises decision making control over the
borrower's environmental compliance and hazardous substance handling and
disposal practices, or assumes day-to-day management of operational functions
of the


                                       66


mortgaged property. The Asset Conservation, Lender Liability and Deposit
Insurance Act of 1996 also provides that a lender will continue to have the
benefit of the secured-creditor exemption even if it forecloses on a mortgaged
property, purchases it at a foreclosure sale or accepts a deed-in-lieu of
foreclosure provided that the lender seeks to sell the mortgaged property at
the earliest practicable commercially reasonable time on commercially
reasonable terms.

     Certain Other Federal and State Laws. Many states have statutes similar to
CERCLA, and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation
and Recovery Act.

     In addition, the definition of "hazardous substances" under CERCLA
specifically excludes petroleum products. Subtitle I of the Resource
Conservation and Recovery Act governs underground petroleum storage tanks.
Under the Asset Conservation, Lender Liability and Deposit Insurance Act of
1996, the protections accorded to lenders under CERCLA are also accorded to the
holders of security interests in underground storage tanks. It should be noted,
however, that liability for cleanup of petroleum contamination may be governed
by state law, which may not provide for any specific protection of secured
creditors.

     In a few states, transfers of some types of properties are conditioned
upon cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of
foreclosure or otherwise, may be required to clean up the contamination before
selling or otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law
causes of action (for example, actions based on nuisance or on toxic tort
resulting in death, personal injury or damage to property) related to hazardous
environmental conditions on a property. While it may be more difficult to hold
a lender liable in such cases, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard, but that individual or entity may be without
substantial assets. Accordingly, it is possible that such costs could become a
liability of the trust fund and occasion a loss to the certificateholders of
the related series.

     To reduce the likelihood of such a loss, unless otherwise specified in the
related prospectus supplement, the Pooling and Servicing Agreement will provide
that neither the master servicer nor the special servicer, acting on behalf of
the trustee, may acquire title to a mortgaged property or take over its
operation unless the special servicer, based solely (as to environmental
matters) on a report prepared by a person who regularly conducts environmental
audits, has made the determination that it is appropriate to do so, as
described under "The Pooling and Servicing Agreements--Realization Upon
Defaulted Mortgage Loans".

     If a lender forecloses on a mortgage secured by a property, the operations
on which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Such compliance may entail substantial expense, especially in the case of
industrial or manufacturing properties.

     In addition, a lender may be obligated to disclose environmental
conditions on a property to government entities and/or to prospective buyers
(including prospective buyers at a foreclosure sale or following foreclosure).
Such disclosure may decrease the amount that prospective buyers are willing to
pay for the affected property, sometimes substantially, and thereby decrease
the ability of the lender to recoup its investment in a loan upon foreclosure.

     Environmental Site Assessments. In most cases, an environmental site
assessment of each mortgaged property will have been performed in connection
with the origination of the related mortgage loan or at some time prior to the
issuance of the related certificates. Environmental site assessments, however,
vary considerably in their content, quality and cost. Even when adhering to


                                       67


good professional practices, environmental consultants will sometimes not
detect significant environmental problems because to do an exhaustive
environmental assessment would be far too costly and time-consuming to be
practical.


DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Certain of the mortgage loans may contain "due-on-sale" and
"due-on-encumbrance" clauses that purport to permit the lender to accelerate
the maturity of the loan if the borrower transfers or encumbers the related
mortgaged property. In recent years, court decisions and legislative actions
placed substantial restrictions on the right of lenders to enforce such clauses
in many states. However, the Garn Act generally preempts state laws that
prohibit the enforcement of due-on-sale clauses and permits lenders to enforce
these clauses in accordance with their terms, subject to certain limitations as
set forth in the Garn Act and the regulations promulgated under the Garn Act.
Accordingly, a master servicer may nevertheless have the right to accelerate
the maturity of a mortgage loan that contains a "due-on-sale" provision upon
transfer of an interest in the property, without regard to the master
servicer's ability to demonstrate that a sale threatens its legitimate security
interest.


JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     If so provided in the related prospectus supplement, mortgage assets for a
series of certificates may include mortgage loans secured by junior liens, and
the loans secured by the related senior liens may not be included in the
mortgage pool. In addition to the risks faced by the holder of a first lien,
holders of mortgage loans secured by junior liens also face the risk that
adequate funds will not be received in connection with a foreclosure on the
related mortgaged property to satisfy fully both the senior liens and the
mortgage loan. In the event that a holder of a senior lien forecloses on a
mortgaged property, the proceeds of the foreclosure or similar sale will be
applied first to the payment of court costs and fees in connection with the
foreclosure, second to real estate taxes, third in satisfaction of all
principal, interest, prepayment or acceleration penalties, if any, and any
other sums due and owing to the holder of the senior liens. The claims of the
holders of the senior liens will be satisfied in full out of proceeds of the
liquidation of the related mortgaged property, if such proceeds are sufficient,
before the trust fund as holder of the junior lien receives any payments in
respect of the mortgage loan. In the event that such proceeds from a
foreclosure or similar sale of the related mortgaged property are insufficient
to satisfy all senior liens and the mortgage loan in the aggregate, the trust
fund, as the holder of the junior lien, and, accordingly, holders of one or
more classes of the certificates of the related series bear (1) the risk of
delay in distributions while a deficiency judgment against the borrower is
obtained and (2) the risk of loss if the deficiency judgment is not realized
upon. Moreover, deficiency judgments may not be available in certain
jurisdictions or the mortgage loan may be nonrecourse.

     The rights of the trust fund (and therefore the certificateholders), as
beneficiary under a junior deed of trust or as mortgagee under a junior
mortgage, are subordinate to those of the mortgagee or beneficiary under the
senior mortgage or deed of trust, including the prior rights of the senior
mortgagee or beneficiary to receive rents, hazard insurance and condemnation
proceeds and to cause the property securing the mortgage loan to be sold upon
default of the mortgagor or trustor, thereby extinguishing the junior
mortgagee's or junior beneficiary's lien unless the master servicer asserts its
subordinate interest in a property in foreclosure litigation or satisfies the
defaulted senior loan. As discussed more fully below, in many states a junior
mortgagee or beneficiary may satisfy a defaulted senior loan in full, adding
the amounts expended to the balance due on the junior loan. Absent a provision
in the senior mortgage, no notice of default is required to be given to the
junior mortgagee.

     The form of the mortgage or deed of trust used by many institutional
lenders confers on the mortgagee or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply such proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order


                                       68


as the mortgage or beneficiary may determine. Thus, in the event improvements
on the property are damaged or destroyed by fire or other casualty, or in the
event the property is taken by condemnation, the mortgagee or beneficiary under
the senior mortgage or deed of trust will have the prior right to collect any
insurance proceeds payable under a hazard insurance policy and any award of
damages in connection with the condemnation and to apply the same to the
indebtedness secured by the senior mortgage or deed of trust. Proceeds in
excess of the amount of senior mortgage indebtedness will, in most cases, be
applied to the indebtedness of a junior mortgage or trust deed to the extent
the junior mortgage or deed of trust so provides. The laws of certain states
may limit the ability of mortgagees or beneficiaries to apply the proceeds of
hazard insurance and partial condemnation awards to the secured indebtedness.
In such states, the mortgagor or trustor must be allowed to use the proceeds of
hazard insurance to repair the damage unless the security of the mortgagee or
beneficiary has been impaired. Similarly, in certain states, the mortgagee or
beneficiary is entitled to the award for a partial condemnation of the real
property security only to the extent that its security is impaired.

     The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides, in essence, that
additional amounts advanced to or on behalf of the mortgagor or trustor by the
mortgagee or beneficiary are to be secured by the mortgage or deed of trust.
While such a clause is valid under the laws of most states, the priority of any
advance made under the clause depends, in some states, on whether the advance
was an "obligatory" or "optional" advance. If the mortgagee or beneficiary is
obligated to advance the additional amounts, the advance may be entitled to
receive the same priority as amounts initially made under the mortgage or deed
of trust, notwithstanding that there may be intervening junior mortgages or
deeds of trust and other liens between the date of recording of the mortgage or
deed of trust and the date of the future advance, and notwithstanding that the
mortgagee or beneficiary had actual knowledge of such intervening junior
mortgages or deeds of trust and other liens at the time of the advance. Where
the mortgagee or beneficiary is not obligated to advance the additional amounts
and has actual knowledge of the intervening junior mortgages or deeds of trust
and other liens, the advance may be subordinate to such intervening junior
mortgages or deeds of trust and other liens. Priority of advances under a
"future advance" clause rests, in many other states, on state law giving
priority to all advances made under the loan agreement up to a "credit limit"
amount stated in the recorded mortgage.


SUBORDINATE FINANCING

     The terms of certain of the mortgage loans may not restrict the ability of
the borrower to use the mortgaged property as security for one or more
additional loans, or such restrictions may be unenforceable. Where a borrower
encumbers a mortgaged property with one or more junior liens, the senior lender
is subjected to additional risk. First, the borrower may have difficulty
servicing and repaying multiple loans. Moreover, if the subordinate financing
permits recourse to the borrower (as is frequently the case) and the senior
loan does not, a borrower may have more incentive to repay sums due on the
subordinate loan. Second, acts of the senior lender that prejudice the junior
lender or impair the junior lender's security may create a superior equity in
favor of the junior lender. For example, if the borrower and the senior lender
agree to an increase in the principal amount of or the interest rate payable on
the senior loan, the senior lender may lose its priority to the extent any
existing junior lender is harmed or the borrower is additionally burdened.
Third, if the borrower defaults on the senior loan and/or any junior loan or
loans, the existence of junior loans and actions taken by junior lenders can
impair the security available to the senior lender and can interfere with or
delay the taking of action by the senior lender. Moreover, the bankruptcy of a
junior lender may operate to stay foreclosure or similar proceedings by the
senior lender.


DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Forms of notes and mortgages used by lenders may contain provisions
obligating the mortgagor to pay a late charge or additional interest if
payments are not timely made, and in some


                                       69


circumstances may provide for prepayment fees or yield maintenance penalties if
the obligation is paid prior to maturity or prohibit such prepayment for a
specified period. In certain states, there are or may be specific limitations
upon the late charges which a lender may collect from a mortgagor for
delinquent payments. Certain states also limit the amounts that a lender may
collect from a mortgagor as an additional charge if the loan is prepaid. The
enforceability under the laws of a number of states and the Bankruptcy Code of
provisions providing for prepayment fees of penalties upon, or prohibition of,
an involuntary prepayment is unclear, and no assurance can be given that, at
the time a prepayment premium is required to be made on a mortgage loan in
connection with an involuntary prepayment, the obligation to make such payment,
or the provisions of any such prohibition, will be enforceable under applicable
state law. The absence of a restraint on prepayment, particularly with respect
to mortgage loans having higher Mortgage Rates, may increase the likelihood of
refinancing or other early retirements of the mortgage loans.


APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to certain
types of residential (including multifamily) first mortgage loans originated by
certain lenders after March 31, 1980. Title V of the Depository Institutions
Deregulation and Monetary Control Act of 1980 authorized any state to reimpose
interest rate limits by adopting, before April 1, 1983, a law or constitutional
provision that expressly rejects application of the federal law. In addition,
even where Title V of the Depository Institutions Deregulation and Monetary
Control Act of 1980 is not so rejected, any state is authorized by the law to
adopt a provision limiting discount points or other charges on mortgage loans
covered by Title V of the Depository Institutions Deregulation and Monetary
Control Act of 1980. Certain states have taken action to reimpose interest rate
limits and/or to limit discount points or other charges.

     No mortgage loan originated in any state in which application of Title V
of the Depository Institutions Deregulation and Monetary Control Act of 1980
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will (if originated after that rejection or adoption)
be eligible for inclusion in a trust fund unless (i) such mortgage loan
provides for such interest rate, discount points and charges as are permitted
in such state or (ii) such mortgage loan provides that the terms are to be
construed in accordance with the laws of another state under which such
interest rate, discount points and charges would not be usurious and the
borrower's counsel has rendered an opinion that such choice of law provision
would be given effect.


CERTAIN LAWS AND REGULATIONS

     The mortgaged properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply (together
with an inability to remedy any such failure) could result in material
diminution in the value of a mortgaged property which could, together with the
possibility of limited alternative uses for a particular mortgaged property
(i.e., a nursing or convalescent home or hospital), result in a failure to
realize the full principal amount of the related mortgage loan.


AMERICANS WITH DISABILITIES ACT

     Under the ADA, in order to protect individuals with disabilities, public
accommodations (such as hotels, restaurants, shopping centers, hospitals,
schools and social service center establishments) must remove architectural and
communication barriers which are structural in nature from existing places of
public accommodation to the extent "readily achievable." In addition, under the
ADA, alterations to a place of public accommodation or a commercial facility
are to be made so that, to the maximum extent feasible, such altered portions
are readily accessible to and usable by disabled individuals. The "readily
achievable" standard takes into account, among other factors, the financial
resources of the affected site, owner, landlord or other applicable person. In
addition to imposing a possible financial burden on the borrower in its
capacity as owner or landlord, the ADA may also impose such requirements on a
foreclosing lender who succeeds to the interest of the borrower as


                                       70


owner or landlord. Furthermore, since the "readily achievable" standard may
vary depending on the financial condition of the owner or landlord, a
foreclosing lender who is financially more capable than the borrower of
complying with the requirements of the ADA may be subject to more stringent
requirements than those to which the borrower is subject.


SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Relief Act, a borrower who enters military service
after the origination of such borrower's mortgage loan (including a borrower
who was in reserve status and is called to active duty after origination of the
mortgage loan), upon notification by such borrower, shall not be charged
interest, including fees and charges, in excess of 6% per annum during the
period of such borrower's active duty status. Unless a court or administrative
agency orders otherwise upon application of the lender. The Relief Act applies
to individuals who are members of the Army, Navy, Air Force, Marines, National
Guard, Reserves, Coast Guard and officers of the U.S. Public Health Service or
the National Oceanic and Atmospheric Administration assigned to duty with the
military. The California Military and Veterans Code provides protection
equivalent to that provided by the Relief Act to California national guard
members called up to active service by the Governor of California, California
national guard members called up to active service by the President and
reservists called to active duty. Because the Relief Act and the California
Military Code apply to borrowers who enter military service, no information can
be provided as to the number of mortgage loans that may be affected by the
Relief Act or the California Military and Veterans Code. Application of the
Relief Act or the California Military and Veterans Code would adversely affect,
for an indeterminate period of time, the ability of a master servicer or
special servicer to collect full amounts of interest on certain of the mortgage
loans. Any shortfalls in interest collections resulting from the application of
the Relief Act or the California Military and Veterans Code would result in a
reduction of the amounts distributable to the holders of the related series of
certificates, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with such certificates. In addition, application of the
Relief Act or the California Military and Veterans Code imposes limitations
that would impair the ability of the master servicer or special servicer to
foreclose on an affected mortgage loan during the borrower's period of active
duty status, and, under certain circumstances, during an additional three month
period thereafter.


FORFEITURE FOR DRUG AND MONEY LAUNDERING VIOLATIONS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States
of America. The offenses which can trigger such a seizure and forfeiture
include, among others, violations of the Racketeer Influenced and Corrupt
Organizations Act, the Bank Secrecy Act, the anti-money laundering laws and
regulations, including the USA Patriot Act of 2001 and the regulations issued
pursuant to that Act, as well as the narcotic drug laws. In many instances, the
United States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets
used to purchase or improve the property were derived or before the commission
of any other crime upon which the forfeiture is based, or (2) the lender, at
the time of the execution of the mortgage, "did not know or was reasonably
without cause to believe that the property was subject to forfeiture." However,
there is no assurance that such a defense will be successful.


FEDERAL DEPOSIT INSURANCE ACT; COMMERCIAL MORTGAGE LOAN SERVICING

     Under the Federal Deposit Insurance Act, federal bank regulatory
authorities, including the Office of the Comptroller of the Currency (OCC),
have the power to determine if any activity or contractual obligation of a bank
constitutes an unsafe or unsound practice or violates a law, rule or


                                       71


regulation applicable to such bank. If Bank of America, N.A. or another bank is
a servicer and/or a mortgage loan seller for a series and the OCC, which has
primary regulatory authority over Bank of America, N.A. and other banks, were
to find that any obligation of Bank of America, N.A. or such other bank under
the related pooling and servicing agreement or other agreement or any activity
of Bank of America, N.A. or such other bank constituted an unsafe or unsound
practice or violated any law, rule or regulation applicable to it, the OCC
could order Bank of America, N.A. or such other bank among other things to
rescind such contractual obligation or terminate such activity.

     In March 2003, the OCC issued a temporary cease and desist order against a
national bank (as to which no conservator or receiver had been appointed)
asserting that, contrary to safe and sound banking practices, the bank was
receiving inadequate servicing compensation in connection with several credit
card securitizations sponsored by its affiliates because of the size and
subordination of the contractual servicing fee, and ordered the bank, among
other things, to immediately resign as servicer, to cease all servicing
activity within 120 days and to immediately withhold funds from collections in
an amount sufficient to compensate if for its actual costs and expenses of
servicing (notwithstanding the priority of payments in the related
securitization agreements).

     While the depositor does not believe that the OCC would consider, with
respect to any series, (i) provisions relating to Bank of America, N.A. or
another bank acting as a servicer under the related pooling and servicing
agreement, (ii) the payment or amount of the servicing compensation payable to
Bank of America, N.A. or another bank or (iii) any other obligation of Bank of
America, N.A. or another bank under the related pooling and servicing agreement
or other contractual agreement under which the depositor may purchase mortgage
loans from Bank of America, N.A. or another bank, to be unsafe or unsound or
violative of any law, rule or regulation applicable to it, there can be no
assurance that the OCC in the future would not conclude otherwise. If the OCC
did reach such a conclusion, and ordered Bank of America, N.A. or another bank
to rescind or amend any such agreement, payments on certificates could be
delayed or reduced.


                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES


GENERAL

     The following general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of offered
certificates of any series thereof, to the extent it relates to matters of law
or legal conclusions with respect thereto, represents the opinion of counsel to
the depositor with respect to that series on the material matters associated
with such consequences, subject to any qualifications set forth in this
prospectus. Counsel to the depositor for each series will be Cadwalader,
Wickersham & Taft LLP, and a copy of the legal opinion of such counsel rendered
in connection with any series of certificates will be filed by the depositor
with the Securities and Exchange Commission on a Current Report on Form 8-K
within 15 days after the Closing Date for such series of certificates. This
discussion is directed primarily to certificateholders that hold the
certificates as "capital assets" within the meaning of Section 1221 of the Code
(although portions thereof may also apply to certificateholders who do not hold
certificates as capital assets) and it does not purport to discuss all federal
income tax consequences that may be applicable to the individual circumstances
of particular investors, some of which (such as banks, insurance companies and
foreign investors) may be subject to special treatment under the Code. The
authorities on which this discussion, and the opinion referred to below, are
based are subject to change or differing interpretations, which could apply
retroactively. Prospective investors should note that no rulings have been or
will be sought from the IRS with respect to any of the federal income tax
consequences discussed below, and no assurance can be given the IRS will not
take contrary positions. In addition to the federal income tax consequences
described in this prospectus, potential investors are advised to consider the
state and local tax consequences, if any, of the purchase, ownership and
disposition of offered certificates. See "State and Other Tax Consequences".
Prospective investors are advised to consult their tax advisors concerning the
federal, state, local or other tax consequences to them of the purchase,
ownership and disposition of offered certificates.


                                       72


     The following discussion addresses securities of two general types: (1)
REMIC Certificates representing interests in a trust fund, or a portion
thereof, that the REMIC administrator will elect to have treated as a REMIC
under the REMIC Provisions of the Code, and (2) Grantor Trust Certificates
representing interests in a Grantor Trust Fund as to which no such election
will be made. The prospectus supplement for each series of certificates will
indicate whether a REMIC election (or elections) will be made for the related
trust fund and, if such an election is to be made, will identify all "regular
interests" and "residual interests" in the REMIC. For purposes of this tax
discussion, references to a "Certificateholder" or a "holder" are to the
beneficial owner of a certificate.

     The following discussion is limited in applicability to offered
certificates. Moreover, this discussion applies only to the extent that
mortgage assets held by a trust fund consist solely of mortgage loans. To the
extent that other mortgage assets, including REMIC certificates and mortgage
pass-through certificates, are to be held by a trust fund, the tax consequences
associated with the inclusion of such assets will be disclosed in the related
prospectus supplement. In addition, if cash flow agreements other than
guaranteed investment contracts are included in a trust fund, the anticipated
material tax consequences associated with such cash flow agreements also will
be discussed in the related prospectus supplement. See "Description of the
Trust Funds--Cash Flow Agreements".

     Furthermore, the following discussion is based in part upon the rules
governing original issue discount that are set forth in Sections 1271-1273 and
1275 of the Code and in the OID Regulations, and in part upon the REMIC
Provisions and the REMIC Regulations. The OID Regulations do not adequately
address certain issues relevant to, and in some instances provide that they are
not applicable to, securities such as the certificates.


REMICS

     Classification of REMICs. Upon the issuance of each series of REMIC
Certificates, counsel to the depositor will give its opinion generally to the
effect that, assuming compliance with all provisions of the related Pooling and
Servicing Agreement and any other governing documents, the related trust fund
(or each applicable portion thereof) will qualify as one or more REMICs and the
REMIC Certificates offered with respect thereto will be considered to evidence
ownership of REMIC Regular Certificates or REMIC Residual Certificates in a
REMIC within the meaning of the REMIC Provisions. The following general
discussion of the anticipated federal income tax consequences of the purchase,
ownership and disposition of REMIC Certificates, to the extent it relates to
matters of law or legal conclusions with respect thereto, represents the
opinion of counsel to the depositor for the applicable series as specified in
the related prospectus supplement, subject to any qualifications set forth in
this prospectus. In addition, counsel to the depositor have prepared or
reviewed the statements in this prospectus under the heading "Certain Federal
Income Tax Consequences -- REMICs," and are of the opinion that such statements
are correct in all material respects. Such statements are intended as an
explanatory discussion of the possible effects of the classification of any
trust fund (or applicable portion thereof) as one or more REMICs for federal
income tax purposes on investors generally and of related tax matters affecting
investors generally, but do not purport to furnish information in the level of
detail or with the attention to an investor's specific tax circumstances that
would be provided by an investor's own tax advisor. Accordingly, each investor
is advised to consult its own tax advisors with regard to the tax consequences
to it of investing in REMIC Certificates.

     If an entity electing to be treated as a REMIC fails to comply with one or
more of the ongoing requirements of the Code for such status during any taxable
year, the Code provides that the entity will not be treated as a REMIC for such
year and thereafter. In that event, such entity may be taxable as a corporation
under Treasury regulations, and the related REMIC Certificates may not be
accorded the status or given the tax treatment described below. Although the
Code authorizes the Treasury Department to issue regulations providing relief
in the event of an inadvertent termination of REMIC status, no such regulations
have been issued. Any such relief, moreover, may be accompanied by sanctions,
such as the imposition of a corporate tax on all or a portion of the trust


                                       73


fund's income for the period in which the requirements for such status are not
satisfied. The Pooling and Servicing Agreement with respect to each REMIC will
include provisions designed to maintain the trust fund's status as a REMIC
under the REMIC Provisions. It is not anticipated that the status of any trust
fund as a REMIC will be inadvertently terminated.

     Characterization of Investments in REMIC Certificates. In general, unless
otherwise provided in the related prospectus supplement, the REMIC Certificates
will be "real estate assets" within the meaning of Section 856(c)(5)(B) of the
Code and assets described in Section 7701(a)(19)(C) of the Code in the same
proportion that the assets of the REMIC underlying such certificates would be
so treated. However, to the extent that the REMIC assets constitute mortgages
on property not used for residential or certain other prescribed purposes, the
REMIC Certificates will not be treated as assets qualifying under Section
7701(a)(19)(C). Moreover, if 95% or more of the assets of the REMIC qualify for
any of the foregoing characterizations at all times during a calendar year, the
REMIC Certificates will qualify for the corresponding status in their entirety
for that calendar year. Interest (including original issue discount) on the
REMIC Regular Certificates and income allocated to the REMIC Residual
Certificates will be interest described in Section 856(c)(3)(B) of the Code to
the extent that such certificates are treated as "real estate assets" within
the meaning of Section 856(c)(5)(B) of the Code. In addition, except as
otherwise provided in the applicable prospectus supplement, the REMIC Regular
Certificates will be "qualified mortgages" for a REMIC within the meaning of
Section 860G(a)(3) of the Code. The determination as to the percentage of the
REMIC's assets that constitute assets described in the foregoing sections of
the Code will be made with respect to each calendar quarter based on the
average adjusted basis of each category of the assets held by the REMIC during
such calendar quarter. The REMIC Administrator will report those determinations
to Certificateholders in the manner and at the times required by applicable
Treasury regulations.

     Tiered REMIC Structures. For certain series of REMIC Certificates, two or
more separate elections may be made to treat designated portions of the related
trust fund as REMICs for federal income tax purposes. As to each such series of
REMIC Certificates, in the opinion of counsel to the depositor, assuming
compliance with all provisions of the related Pooling and Servicing Agreement,
the Tiered REMICs will each qualify as a REMIC and the REMIC Certificates
issued by the Tiered REMICs, will be considered to evidence ownership of REMIC
Regular Certificates or REMIC Residual Certificates in the related REMIC within
the meaning of the REMIC Provisions.

     Solely for purposes of determining whether the REMIC Certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code and
"loans secured by an interest in real property" under Section 7701(a)(19)(C) of
the Code, and whether the income on such certificates is interest described in
Section 856(c)(3)(B) of the Code, the Tiered REMICs will be treated as one
REMIC.

Taxation of Owners of REMIC Regular Certificates.

     General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt
instruments issued by the REMIC and not as ownership interests in the REMIC or
its assets. Moreover, holders of REMIC Regular Certificates that otherwise
report income under a cash method of accounting will be required to report
income with respect to REMIC Regular Certificates under an accrual method.

     Original Issue Discount. Certain REMIC Regular Certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC Regular Certificates issued with original issue
discount generally will be required to include original issue discount in
income as it accrues, in accordance with the "constant yield" method described
below, in advance of the receipt of the cash attributable to such income. In
addition, Section 1272(a)(6) of the Code provides special rules applicable to
REMIC Regular Certificates and certain other debt instruments issued with
original issue discount. Final regulations have not been issued under that
section.

     The Code requires that a reasonable prepayment assumption be used with
respect to mortgage loans held by a REMIC in computing the accrual of original
issue discount on REMIC Regular


                                       74


Certificates issued by that REMIC, and that adjustments be made in the amount
and rate of accrual of such discount to reflect differences between the actual
prepayment rate and the prepayment assumption. The prepayment assumption is to
be determined in a manner prescribed in Treasury regulations; as noted above,
those regulations have not been issued. The Committee Report indicates that the
regulations will provide that the prepayment assumption used with respect to a
REMIC Regular Certificate must be the same as that used in pricing the initial
offering of such REMIC Regular Certificate. The Prepayment Assumption used in
reporting original issue discount for each series of REMIC Regular Certificates
will be consistent with this standard and will be disclosed in the related
prospectus supplement. However, neither the depositor nor any other person will
make any representation that the mortgage loans will in fact prepay at a rate
conforming to the Prepayment Assumption or at any other rate.


     The original issue discount, if any, on a REMIC Regular Certificate will
be the excess of its stated redemption price at maturity over its issue price.
The issue price of a particular class of REMIC Regular Certificates will be the
first cash price at which a substantial amount of REMIC Regular Certificates of
that class is sold (excluding sales to bond houses, brokers and underwriters).
If less than a substantial amount of a particular class of REMIC Regular
Certificates is sold for cash on or prior to the Closing Date, the issue price
for such class will be the fair market value of such class on the Closing Date.
Under the OID Regulations, the stated redemption price of a REMIC Regular
Certificate is equal to the total of all payments to be made on such
Certificate other than "qualified stated interest". "Qualified stated interest"
is interest that is unconditionally payable at least annually (during the
entire term of the instrument) at a single fixed rate, or, as discussed below
under "Variable Rate REMIC Regular Certificates," at a qualified variable rate.



     If the accrued interest to be paid on the first Distribution Date is
computed with respect to a period that begins prior to the Closing Date, a
portion of the purchase price paid for a REMIC Regular Certificate will reflect
such accrued interest. In such cases, information returns provided to the
Certificateholders and the IRS will be based on the position that the portion
of the purchase price paid for the interest accrued with respect to periods
prior to the Closing Date is treated as part of the overall cost of such REMIC
Regular Certificate (and not as a separate asset the cost of which is recovered
entirely out of interest received on the next Distribution Date) and that
portion of the interest paid on the first Distribution Date in excess of
interest accrued for a number of days corresponding to the number of days from
the Closing Date to the first Distribution Date should be included in the
stated redemption price of such REMIC Regular Certificate. However, the OID
Regulations state that all or some portion of such accrued interest may be
treated as a separate asset the cost of which is recovered entirely out of
interest paid on the first Distribution Date. It is unclear how an election to
do so would be made under the OID Regulations and whether such an election
could be made unilaterally by a Certificateholder.


     Notwithstanding the general definition of original issue discount,
original issue discount on a REMIC Regular Certificate will be considered to be
de minimis if it is less than 0.25% of the stated redemption price of the REMIC
Regular Certificate multiplied by its weighted average maturity. For this
purpose, the weighted average maturity of the REMIC Regular Certificate is
computed as the sum of the amounts determined, as to each payment included in
the stated redemption price of such REMIC Regular Certificate, by multiplying
(i) the number of complete years (rounding down for partial years) from the
issue date until such payment is expected to be made (presumably taking into
account the Prepayment Assumption) by (ii) a fraction, the numerator of which
is the amount of the payment, and the denominator of which is the stated
redemption price at maturity of such REMIC Regular Certificate. Under the OID
Regulations, original issue discount of only a de minimis amount (other than de
minimis original issue discount attributable to a so-called "teaser" interest
rate or an initial interest holiday) will be included in income as each payment
of stated principal is made, based on the product of the total amount of such
de minimis original issue discount and a fraction, the numerator of which is
the amount of such principal payment and the denominator of which is the
outstanding stated principal amount of the REMIC Regular Certificate. The OID
Regulations also would permit a Certificateholder to elect to accrue de minimis
original issue


                                       75


discount into income currently based on a constant yield method. See
"--Taxation of Owners of REMIC Regular Certificates--Market Discount" below for
a description of such election under the OID Regulations.

     If original issue discount on a REMIC Regular Certificate is in excess of
a de minimis amount, the holder of such Certificate must include in ordinary
gross income the sum of the "daily portions" of original issue discount for
each day during its taxable year on which it held such REMIC Regular
Certificate, including the purchase date but excluding the disposition date. In
the case of an original holder of a REMIC Regular Certificate, the daily
portions of original issue discount will be determined as follows.

     As to each "accrual period", that is, unless otherwise stated in the
related prospectus supplement, each period that begins on a date that
corresponds to a Distribution Date (or in the case of the first such period,
begins on the Closing Date) and ends on the day preceding the immediately
following Distribution Date, a calculation will be made of the portion of the
original issue discount that accrued during such accrual period. The portion of
original issue discount that accrues in any accrual period will equal the
excess, if any, of (1) the sum of (a) the present value, as of the end of the
accrual period, of all of the distributions remaining to be made on the REMIC
Regular Certificate, if any, in future periods and (b) the distributions made
on such REMIC Regular Certificate during the accrual period of amounts included
in the stated redemption price, over (2) the adjusted issue price of such REMIC
Regular Certificate at the beginning of the accrual period. The present value
of the remaining distributions referred to in the preceding sentence will be
calculated (1) assuming that distributions on the REMIC Regular Certificate
will be received in future periods based on the mortgage loans being prepaid at
a rate equal to the Prepayment Assumption, (2) using a discount rate equal to
the original yield to maturity of the Certificate and (3) taking into account
events (including actual prepayments) that have occurred before the close of
the accrual period. For these purposes, the original yield to maturity of the
Certificate will be calculated based on its issue price and assuming that
distributions on the Certificate will be made in all accrual periods based on
the mortgage loans being prepaid at a rate equal to the Prepayment Assumption.
The adjusted issue price of a REMIC Regular Certificate at the beginning of any
accrual period will equal the issue price of such Certificate, increased by the
aggregate amount of original issue discount that accrued with respect to such
Certificate in prior accrual periods, and reduced by the amount of any
distributions made on such REMIC Regular Certificate in prior accrual periods
of amounts included in the stated redemption price. The original issue discount
accruing during any accrual period, computed as described above, will be
allocated ratably to each day during the accrual period to determine the daily
portion of original issue discount for such day.

     A subsequent purchaser of a REMIC Regular Certificate that purchases such
Certificate at a cost (excluding any portion of such cost attributable to
accrued qualified stated interest) less than its remaining stated redemption
price will also be required to include in gross income the daily portions of
any original issue discount with respect to such Certificate. However, each
such daily portion will be reduced, if such cost is in excess of its "adjusted
issue price", in proportion to the ratio such excess bears to the aggregate
original issue discount remaining to be accrued on such REMIC Regular
Certificate. The adjusted issue price of a REMIC Regular Certificate on any
given day equals the sum of (1) the adjusted issue price (or, in the case of
the first accrual period, the issue price) of such Certificate at the beginning
of the accrual period which includes such day and (2) the daily portions of
original issue discount for all days during such accrual period prior to such
day.

     The IRS proposed regulations on August 24, 2004 that create a special rule
for accruing original issue discount on REMIC Regular Certificates providing
for a delay between record and payment dates, such that the period over which
original issue discount accrues coincides with the period over which the
certificateholder's right to interest payment accrues under the governing
contract provisions rather than over the period between distribution dates. If
the proposed regulations are adopted in the same form as proposed, taxpayers
would be required to accrue interest from the issue date to the first record
date, but would not be required to accrue interest after the last record date.
The proposed regulations are limited to REMIC Regular Certificates with delayed
payment for


                                       76


periods of fewer than 32 days. The proposed regulations are proposed to apply
to any REMIC regular certificate issued after the date the final regulations
are published in the Federal Register.

     Variable Rate REMIC Regular Certificates. REMIC Regular Certificates may
provide for interest based on a variable rate. Under the OID Regulations,
interest is treated as payable at a variable rate if, generally, (1) the issue
price does not exceed the original principal balance by more than a specified
amount and (2) the interest compounds or is payable at least annually at
current values of (a) one or more "qualified floating rates", (b) a single
fixed rate and one or more qualified floating rates, (c) a single "objective
rate", or (d) a single fixed rate and a single objective rate that is a
"qualified inverse floating rate". A floating rate is a qualified floating rate
if variations in the rate can reasonably be expected to measure contemporaneous
variations in the cost of newly borrowed funds, where the rate is subject to a
fixed multiple that is greater than 0.65, but not more than 1.35. The rate may
also be increased or decreased by a fixed spread or subject to a fixed cap or
floor, or a cap or floor that is not reasonably expected as of the issue date
to affect the yield of the instrument significantly. An objective rate (other
than a qualified floating rate) is a rate that is determined using a single
fixed formula and that is based on objective financial or economic information,
provided that the information is not (1) within the control of the issuer or a
related party or (2) unique to the circumstances of the issuer or a related
party. A qualified inverse floating rate is a rate equal to a fixed rate minus
a qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds; an inverse floating rate that is not a
qualified floating rate may nevertheless be an objective rate. A class of REMIC
Regular Certificates may be issued under this prospectus that does not have a
variable rate under the OID Regulations, for example, a class that bears
different rates at different times during the period it is outstanding so that
it is considered significantly "front-loaded" or "back-loaded" within the
meaning of the OID Regulations. It is possible that a class of this type may be
considered to bear "contingent interest" within the meaning of the OID
Regulations. The OID Regulations, as they relate to the treatment of contingent
interest, are by their terms not applicable to REMIC Regular Certificates.
However, if final regulations dealing with contingent interest with respect to
REMIC Regular Certificates apply the same principles as the OID Regulations,
those regulations may lead to different timing of income inclusion than would
be the case under the OID Regulations. Furthermore, application of those
principles could lead to the characterization of gain on the sale of contingent
interest REMIC Regular Certificates as ordinary income. Investors should
consult their tax advisors regarding the appropriate treatment of any REMIC
Regular Certificate that does not pay interest at a fixed rate or variable rate
as described in this paragraph.

     Under the REMIC Regulations, a REMIC Regular Certificate (1) bearing a
rate that qualifies as a variable rate under the OID Regulations that is tied
to current values of a variable rate (or the highest, lowest or average of two
or more variable rates), including a rate based on the average cost of funds of
one or more financial institutions, or a positive or negative multiple of a
rate (plus or minus a specified number of basis points), or that represents a
weighted average of rates on some or all of the mortgage loans, including a
rate that is subject to one or more caps or floors, or (2) bearing one or more
of these variable rates for one or more periods or one or more fixed rates for
one or more periods, and a different variable rate or fixed rate for other
periods qualifies as a regular interest in a REMIC. Accordingly, unless
otherwise indicated in the applicable prospectus supplement, REMIC Regular
Certificates that qualify as regular interests under this rule will be treated
in the same manner as obligations bearing a variable rate for original issue
discount reporting purposes.

     The amount of original issue discount with respect to a REMIC Regular
Certificate bearing a variable rate of interest will accrue in the manner
described above under "--Original Issue Discount" with the yield to maturity
and future payments on that REMIC Regular Certificate generally to be
determined by assuming that interest will be payable for the life of the REMIC
Regular Certificate based on the initial rate for the relevant class. Unless
otherwise specified in the applicable prospectus supplement, variable interest
will be treated as qualified stated interest, other than variable interest on
an interest-only class, which will be treated as non-qualified stated interest


                                       77


includible in the stated redemption price at maturity. Ordinary income
reportable for any period will be adjusted based on subsequent changes in the
applicable interest rate index.

     Although unclear under the OID Regulations, unless required otherwise by
applicable final regulations, REMIC Regular Certificates bearing an interest
rate that is a weighted average of the net interest rates on mortgage loans
having fixed or adjustable rates, will be treated as having qualified stated
interest, except to the extent that initial "teaser" rates cause sufficiently
"back-loaded" interest to create more than de minimis original issue discount.
The yield on those REMIC Regular Certificates for purposes of accruing original
issue discount will be a hypothetical fixed rate based on the fixed rates, in
the case of fixed rate mortgage loans, and initial "teaser rates" followed by
fully indexed rates, in the case of adjustable rate mortgage loans. In the case
of adjustable rate mortgage loans, the applicable index used to compute
interest on the mortgage loans for the initial interest accrual period will be
deemed to be in effect beginning with the period in which the first weighted
average adjustment date occurring after the issue date occurs. Adjustments will
be made in each accrual period either increasing or decreasing the amount of
ordinary income reportable to reflect the actual pass-through interest rate on
the REMIC Regular Certificates.

     Market Discount. A Certificateholder that purchases a REMIC Regular
Certificate at a market discount, that is, in the case of a REMIC Regular
Certificate issued without original issue discount, at a purchase price less
than its remaining stated principal amount, or in the case of a REMIC Regular
Certificate issued with original issue discount, at a purchase price less than
its adjusted issue price will recognize gain upon receipt of each distribution
representing stated redemption price. In particular, under Section 1276 of the
Code such a Certificateholder generally will be required to allocate the
portion of each such distribution representing stated redemption price first to
accrued market discount not previously included in income, and to recognize
ordinary income to that extent. A Certificateholder may elect to include market
discount in income currently as it accrues rather than including it on a
deferred basis in accordance with the foregoing. If made, such election will
apply to all market discount bonds acquired by such Certificateholder on or
after the first day of the first taxable year to which such election applies.
In addition, the OID Regulations permit a Certificateholder to elect to accrue
all interest and discount (including de minimis market or original issue
discount) in income as interest, and to amortize premium, based on a constant
yield method. If such an election were made with respect to a REMIC Regular
Certificate with market discount, the Certificateholder would be deemed to have
made an election to include currently market discount in income with respect to
all other debt instruments having market discount that such Certificateholder
acquires during the taxable year of the election or thereafter, including de
minimis market discount discussed in the following paragraph. Similarly, a
Certificateholder that made this election for a Certificate that is acquired at
a premium would be deemed to have made an election to amortize bond premium
with respect to all debt instruments having amortizable bond premium that such
Certificateholder owns or acquires. See "--Taxation of Owners of REMIC Regular
Certificates--Premium" below. Each of these elections to accrue interest,
discount and premium with respect to a Certificate on a constant yield method
or as interest would be irrevocable except with the approval of the IRS.

     However, market discount with respect to a REMIC Regular Certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if such
market discount is less than 0.25% of the remaining stated redemption price of
such REMIC Regular Certificate multiplied by the number of complete years to
maturity remaining after the date of its purchase. In interpreting a similar
rule with respect to original issue discount on obligations payable in
installments, the OID Regulations refer to the weighted average maturity of
obligations, and it is likely that the same rule will be applied with respect
to market discount, presumably taking into account the Prepayment Assumption.
If market discount is treated as de minimis under this rule, it appears that
the actual discount would be treated in a manner similar to original issue
discount of a de minimis amount. See "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. Such treatment would result in
discount being included in income at a slower rate than discount would be
required to be included in income using the method described above.


                                       78


     Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than
one installment. Until regulations are issued by the Treasury Department,
certain rules described in the Committee Report apply. The Committee Report
indicates that in each accrual period market discount on REMIC Regular
Certificates should accrue, at the Certificateholder's option: (1) on the basis
of a constant yield method, (2) in the case of a REMIC Regular Certificate
issued without original issue discount, in an amount that bears the same ratio
to the total remaining market discount as the stated interest paid in the
accrual period bears to the total amount of stated interest remaining to be
paid on the REMIC Regular Certificate as of the beginning of the accrual
period, or (3) in the case of a REMIC Regular Certificate issued with original
issue discount, in an amount that bears the same ratio to the total remaining
market discount as the original issue discount accrued in the accrual period
bears to the total original issue discount remaining on the REMIC Regular
Certificate at the beginning of the accrual period. Moreover, the Prepayment
Assumption used in calculating the accrual of original issue discount is also
used in calculating the accrual of market discount. Because the regulations
referred to in this paragraph have not been issued, it is not possible to
predict what effect such regulations might have on the tax treatment of a REMIC
Regular Certificate purchased at a discount in the secondary market.

     To the extent that REMIC Regular Certificates provide for monthly or other
periodic distributions throughout their term, the effect of these rules may be
to require market discount to be includible in income at a rate that is not
significantly slower than the rate at which such discount would accrue if it
were original issue discount. Moreover, in any event a holder of a REMIC
Regular Certificate generally will be required to treat a portion of any gain
on the sale or exchange of such Certificate as ordinary income to the extent of
the market discount accrued to the date of disposition under one of the
foregoing methods, less any accrued market discount previously reported as
ordinary income.

     Further, under Section 1277 of the Code a holder of a REMIC Regular
Certificate may be required to defer a portion of its interest deductions for
the taxable year attributable to any indebtedness incurred or continued to
purchase or carry a REMIC Regular Certificate purchased with market discount.
For these purposes, the de minimis rule referred to above applies. Any such
deferred interest expense would not exceed the market discount that accrues
during such taxable year and is, in general, allowed as a deduction not later
than the year in which such market discount is includible in income. If such
holder elects to include market discount in income currently as it accrues on
all market discount instruments acquired by such holder in that taxable year or
thereafter, the interest deferral rule described above will not apply.

     Premium. A REMIC Regular Certificate purchased at a cost (excluding any
portion of such cost attributable to accrued qualified stated interest) greater
than its remaining stated redemption price will be considered to be purchased
at a premium. The holder of such a REMIC Regular Certificate may elect under
Section 171 of the Code to amortize such premium under the constant yield
method over the life of the Certificate. If made, such an election will apply
to all debt instruments having amortizable bond premium that the holder owns or
subsequently acquires. Amortizable premium will be treated as an offset to
interest income on the related debt instrument, rather than as a separate
interest deduction. The OID Regulations also permit Certificateholders to elect
to include all interest, discount and premium in income based on a constant
yield method, further treating the Certificateholder as having made the
election to amortize premium generally. See "--Taxation of Owners of REMIC
Regular Certificates-- Market Discount" above. Although final Treasury
regulations issued under Section 171 of the Code do not by their terms apply to
prepayable obligations such as REMIC Regular Certificates, the Committee Report
states that the same rules that apply to accrual of market discount (which
rules will require use of a Prepayment Assumption in accruing market discount
with respect to REMIC Regular Certificates without regard to whether such
certificates have original issue discount) will also apply in amortizing bond
premium.


                                       79


     Realized Losses. Under Section 166 of the Code, both corporate holders of
the REMIC Regular Certificates and noncorporate holders of the REMIC Regular
Certificates that acquire such certificates in connection with a trade or
business should be allowed to deduct, as ordinary losses, any losses sustained
during a taxable year in which their certificates become wholly or partially
worthless as the result of one or more realized losses on the mortgage loans.
However, it appears that a noncorporate holder that does not acquire a REMIC
Regular Certificate in connection with a trade or business will not be entitled
to deduct a loss under Section 166 of the Code until such holder's Certificate
becomes wholly worthless (i.e., until its Certificate Balance has been reduced
to zero) and that the loss will be characterized as a short-term capital loss.

     Each holder of a REMIC Regular Certificate will be required to accrue
interest and original issue discount with respect to such Certificate, without
giving effect to any reductions in distributions attributable to defaults or
delinquencies on the mortgage loans or the Underlying Certificates until it can
be established that any such reduction ultimately will not be recoverable. As a
result, the amount of taxable income reported in any period by the holder of a
REMIC Regular Certificate could exceed the amount of economic income actually
realized by the holder in such period. Although the holder of a REMIC Regular
Certificate eventually will recognize a loss or reduction in income
attributable to previously accrued and included income that, as the result of a
realized loss, ultimately will not be realized, the law is unclear with respect
to the timing and character of such loss or reduction in income.


Taxation of Owners of REMIC Residual Certificates.

     General. Although a REMIC is a separate entity for federal income tax
purposes, a REMIC generally is not subject to entity-level taxation, except
with regard to prohibited transactions and certain other transactions. See
"--Prohibited Transactions Tax and Other Taxes" below. Rather, the taxable
income or net loss of a REMIC is generally taken into account by the holder of
the REMIC Residual Certificates. Accordingly, the REMIC Residual Certificates
will be subject to tax rules that differ significantly from those that would
apply if the REMIC Residual Certificates were treated for federal income tax
purposes as direct ownership interests in the mortgage loans or as debt
instruments issued by the REMIC.

     A REMIC Residual Certificateholder generally will be required to report
its daily portion of the taxable income or, subject to the limitations noted in
this discussion, the net loss of the REMIC for each day during a calendar
quarter that such holder owned such REMIC Residual Certificate. For this
purpose, the taxable income or net loss of the REMIC will be allocated to each
day in the calendar quarter ratably using a "30 days per month/90 days per
quarter/360 days per year" convention unless otherwise disclosed in the related
prospectus supplement. The daily amounts so allocated will then be allocated
among the REMIC Residual Certificateholders in proportion to their respective
ownership interests on such day. Any amount included in the gross income or
allowed as a loss of any REMIC Residual Certificateholder by virtue of this
paragraph will be treated as ordinary income or loss. The taxable income of the
REMIC will be determined under the rules described below in "--Taxable Income
of the REMIC" and will be taxable to the REMIC Residual Certificateholders
without regard to the timing or amount of cash distributions by the REMIC until
the REMIC's termination. Ordinary income derived from REMIC Residual
Certificates will be "portfolio income" for purposes of the taxation of
taxpayers subject to limitations under Section 469 of the Code on the
deductibility of "passive losses".

     A holder of a REMIC Residual Certificate that purchased such Certificate
from a prior holder of such Certificate also will be required to report on its
federal income tax return amounts representing its daily share of the taxable
income (or net loss) of the REMIC for each day that it holds such REMIC
Residual Certificate. Those daily amounts generally will equal the amounts of
taxable income or net loss determined as described above. The Committee Report
indicates that certain modifications of the general rules may be made, by
regulations, legislation or otherwise to reduce (or increase) the income of a
REMIC Residual Certificateholder that purchased such REMIC Residual Certificate
from a prior holder of such Certificate at a price greater than (or less than)
the


                                       80


adjusted basis (as defined below) such REMIC Residual Certificate would have
had in the hands of an original holder of such Certificate. The REMIC
Regulations, however, do not provide for any such modifications.

     Any payments received by a holder of a REMIC Residual Certificate from the
seller of such Certificate in connection with the acquisition of such REMIC
Residual Certificate will be taken into account in determining the income of
such holder for federal income tax purposes. Although it is possible that any
such payment would be includible in income immediately upon its receipt, the
IRS might assert that such payment should be included in income over time
according to an amortization schedule or according to some other method.
Because of the uncertainty concerning the treatment of such payments, holders
of REMIC Residual Certificates should consult their tax advisors concerning the
treatment of such payments for income tax purposes.

     The amount of income REMIC Residual Certificateholders will be required to
report (or the tax liability associated with such income) may exceed the amount
of cash distributions received from the REMIC for the corresponding period.
Consequently, REMIC Residual Certificateholders should have other sources of
funds sufficient to pay any federal income taxes due as a result of their
ownership of REMIC Residual Certificates or unrelated deductions against which
income may be offset, subject to the rules relating to "excess inclusions" and
"noneconomic" residual interests discussed below. The fact that the tax
liability associated with the income allocated to REMIC Residual
Certificateholders may exceed the cash distributions received by such REMIC
Residual Certificateholders for the corresponding period may significantly
adversely affect such REMIC Residual Certificateholders' after-tax rate of
return. Such disparity between income and distributions may not be offset by
corresponding losses or reductions of income attributable to the REMIC Residual
Certificateholder until subsequent tax years and, then, may not be completely
offset due to changes in the Code, tax rates or character of the income or
loss.

     Taxable Income of the REMIC. The taxable income of the REMIC will equal
the income from the mortgage loans (including interest, market discount and, if
applicable, original issue discount and less premium) and other assets of the
REMIC plus any cancellation of indebtedness income due to the allocation of
realized losses to REMIC Regular Certificates, less the deductions allowed to
the REMIC for interest (including original issue discount and reduced by any
premium on issuance) on the REMIC Regular Certificates (and any other class of
REMIC Certificates constituting "regular interests" in the REMIC not offered
hereby), amortization of any premium on the mortgage loans, bad debt losses
with respect to the mortgage loans and, except as described below, for
servicing, administrative and other expenses.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC Certificates (or, if a class of REMIC Certificates is not sold
initially, such Class's fair market value). Such aggregate basis will be
allocated among the mortgage loans and the other assets of the REMIC in
proportion to their respective fair market values. The issue price of any REMIC
Certificates offered hereby will be determined in the manner described above
under "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount". The issue price of a REMIC Certificate received in exchange for an
interest in the mortgage loans or other property will equal the fair market
value of such interests in the mortgage loans or other property. Accordingly,
if one or more classes of REMIC Certificates are retained initially rather than
sold, the REMIC Administrator may be required to estimate the fair market value
of such interests in order to determine the basis of the REMIC in the mortgage
loans and other property held by the REMIC.

     The method of accrual by the REMIC of original issue discount income and
market discount income with respect to mortgage loans that it holds will be
equivalent to the method for accruing original issue discount income for
holders of REMIC Regular Certificates (that is, under the constant yield method
taking into account the Prepayment Assumption), but without regard to the de
minimis rule applicable to REMIC Regular Certificates. However, a REMIC that
acquires loans at a market discount must include such market discount in income
currently, as it accrues, on a constant yield basis. See "--Taxation of Owners
of REMIC Regular Certificates" above, which describes a method


                                       81


for accruing such discount income that is analogous to that required to be used
by a REMIC as to mortgage loans with market discount that it holds.

     A mortgage loan will be deemed to have been acquired with discount (or
premium) to the extent that the REMIC's basis in that mortgage loan, determined
as described in the preceding paragraph, is less than (or greater than) its
stated redemption price. Any such discount will be includible in the income of
the REMIC as it accrues, in advance of receipt of the cash attributable to such
income, under a method similar to the method described above for accruing
original issue discount on the REMIC Regular Certificates. It is anticipated
that each REMIC will elect under Section 171 of the Code to amortize any
premium on the mortgage loans. Premium on any mortgage loan to which such
election applies may be amortized under a constant yield method, presumably
taking into account a Prepayment Assumption. Further, such an election would
not apply to any mortgage loan originated on or before September 27, 1985.
Instead, premium on such a mortgage loan should be allocated among the
principal payments thereon and be deductible by the REMIC as those payments
become due or upon the prepayment of such mortgage loan.

     A REMIC will be allowed deductions for interest (including original issue
discount) on the REMIC Regular Certificates (including any other class of REMIC
Certificates constituting "regular interests" in the REMIC not offered hereby)
equal to the deductions that would be allowed if the REMIC Regular Certificates
(including any other class of REMIC Certificates constituting "regular
interests" in the REMIC not offered hereby) were indebtedness of the REMIC.
Original issue discount will be considered to accrue for this purpose as
described above under "--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount", except that the de minimis rule and the
adjustments for subsequent holders of REMIC Regular Certificates (including any
other class of REMIC Certificates constituting "regular interests" in the REMIC
not offered hereby) described in that section will not apply.

     If a class of REMIC Regular Certificates is issued with an Issue Premium,
the REMIC will have additional income in each taxable year in an amount equal
to the portion of the Issue Premium that is considered to be amortized or
repaid in that year. Although the matter is not entirely certain, it is likely
that Issue Premium would be amortized under a constant yield method in a manner
analogous to the method of accruing original issue discount described above
under "--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount".

     As a general rule, the taxable income of a REMIC will be determined in the
same manner as if the REMIC were an individual having the calendar year as its
taxable year and using the accrual method of accounting. However, no item of
income, gain, loss or deduction allocable to a prohibited transaction will be
taken into account. See "--Prohibited Transactions Tax and Other Taxes" below.
Further, the limitation on miscellaneous itemized deductions imposed on
individuals by Section 67 of the Code (which allows such deductions only to the
extent they exceed in the aggregate two percent of the taxpayer's adjusted
gross income) will not be applied at the REMIC level so that the REMIC will be
allowed deductions for servicing, administrative and other noninterest expenses
in determining its taxable income. All such expenses will be allocated as a
separate item to the holders of REMIC Certificates, subject to the limitation
of Section 67 of the Code. See "--Possible Pass-Through of Miscellaneous
Itemized Deductions" below. If the deductions allowed to the REMIC exceed its
gross income for a calendar quarter, such excess will be the net loss for the
REMIC for that calendar quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
Residual Certificate will be equal to the amount paid for such REMIC Residual
Certificate, increased by amounts included in the income of the REMIC Residual
Certificateholder and decreased (but not below zero) by distributions made, and
by net losses allocated, to such REMIC Residual Certificateholder.

     A REMIC Residual Certificateholder is not allowed to take into account any
net loss for any calendar quarter to the extent such net loss exceeds such
REMIC Residual Certificateholder's adjusted basis in its REMIC Residual
Certificate as of the close of such calendar quarter (determined without regard
to such net loss). Any loss that is not currently deductible by reason of this
limitation may be carried forward indefinitely to future calendar quarters and,
subject to the same


                                       82


limitation, may be used only to offset income from the REMIC Residual
Certificate. The ability of REMIC Residual Certificateholders to deduct net
losses may be subject to additional limitations under the Code, as to which
REMIC Residual Certificateholders should consult their tax advisors.

     Any distribution on a REMIC Residual Certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in such REMIC Residual Certificate. To the extent a distribution
on a REMIC Residual Certificate exceeds such adjusted basis, it will be treated
as gain from the sale of such REMIC Residual Certificate. Holders of certain
REMIC Residual Certificates may be entitled to distributions early in the term
of the related REMIC under circumstances in which their bases in such REMIC
Residual Certificates will not be sufficiently large that such distributions
will be treated as nontaxable returns of capital. Their bases in such REMIC
Residual Certificates will initially equal the amount paid for such REMIC
Residual Certificates and will be increased by their allocable shares of
taxable income of the REMIC. However, such bases increases may not occur until
the end of the calendar quarter, or perhaps the end of the calendar year, with
respect to which such REMIC taxable income is allocated to the REMIC Residual
Certificateholders. To the extent such REMIC Residual Certificateholders'
initial bases are less than the distributions to such REMIC Residual
Certificateholders, and increases in such initial bases either occur after such
distributions or (together with their initial bases) are less than the amount
of such distributions, gain will be recognized to such REMIC Residual
Certificateholders on such distributions and will be treated as gain from the
sale of their REMIC Residual Certificates.

     The effect of these rules is that a REMIC Residual Certificateholder may
not amortize its basis in a REMIC Residual Certificate, but may only recover
its basis through distributions, through the deduction of any net losses of the
REMIC or upon the sale of its REMIC Residual Certificate. See "--Sales of REMIC
Certificates" below. For a discussion of possible modifications of these rules
that may require adjustments to income of a holder of a REMIC Residual
Certificate other than an original holder in order to reflect any difference
between the cost of such REMIC Residual Certificate to such REMIC Residual
Certificateholder and the adjusted basis such REMIC Residual Certificate would
have in the hands of an original holder see "--Taxation of Owners of REMIC
Residual Certificates--General" above.

     Regulations have been issued addressing the federal income tax treatment
of "inducement fees" received by transferees of non-economic residual
interests. These regulations require inducement fees to be included in income
over a period reasonably related to the period in which the related residual
interest is expected to generate taxable income or net loss to its holder.
Under two safe harbor methods, inducement fees are permitted to be included in
income (i) in the same amounts and over the same period that the taxpayer uses
for financial reporting purposes, provided that such period is not shorter than
the period the REMIC is expected to generate taxable income or (ii) ratably
over the remaining anticipated weighted average life of all the regular and
residual interests issued by the REMIC, determined based on actual
distributions projected as remaining to be made on such interests under the
Prepayment Assumption. If the holder of a non-economic residual interest sells
or otherwise disposes of the non-economic residual interest, any unrecognized
portion of the inducement fee is required to be taken into account at the time
of the sale of disposition. Prospective purchasers of the REMIC Residual
Certificates should consult with their tax advisors regarding the effect of
these regulations.

     Excess Inclusions. Any "excess inclusions" with respect to a REMIC
Residual Certificate will be subject to federal income tax in all events. In
general, the "excess inclusions" with respect to a REMIC Residual Certificate
for any calendar quarter will be the excess, if any, of (1) the daily portions
of REMIC taxable income allocable to such REMIC Residual Certificate over (2)
the sum of the "daily accruals" (as defined below) for each day during such
quarter that such REMIC Residual Certificate was held by such REMIC Residual
Certificateholder. The daily accruals of a REMIC Residual Certificateholder
will be determined by allocating to each day during a calendar quarter its
ratable portion of the product of the "adjusted issue price" of the REMIC
Residual Certificate at the beginning of the calendar quarter and 120% of the
"long-term Federal rate" in effect on the Closing Date. For this purpose, the
adjusted issue price of a REMIC Residual Certificate as of the beginning


                                       83


of any calendar quarter will be equal to the issue price of the REMIC Residual
Certificate, increased by the sum of the daily accruals for all prior quarters
and decreased (but not below zero) by any distributions made with respect to
such REMIC Residual Certificate before the beginning of such quarter. The issue
price of a REMIC Residual Certificate is the initial offering price to the
public (excluding bond houses and brokers) at which a substantial amount of the
REMIC Residual Certificates were sold. The "long-term Federal rate" is an
average of current yields on Treasury securities with a remaining term of
greater than nine years, computed and published monthly by the IRS.

     For REMIC Residual Certificateholders, an excess inclusion (1) will not be
permitted to be offset by deductions, losses or loss carryovers from other
activities, (2) will be treated as "unrelated business taxable income" to an
otherwise tax-exempt organization and (3) will not be eligible for any rate
reduction or exemption under any applicable tax treaty with respect to the 30%
United States withholding tax imposed on distributions to REMIC Residual
Certificateholders that are foreign investors. See, however, "--Foreign
Investors in REMIC Certificates" below.

     In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to such REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Section 857(b)(2) of the
Code, excluding any net capital gain), will be allocated among the shareholders
of such trust in proportion to the dividends received by such shareholders from
such trust, and any amount so allocated will be treated as an excess inclusion
with respect to a REMIC Residual Certificate as if held directly by such
shareholder. Treasury regulations yet to be issued could apply a similar rule
to regulated investment companies, common trust funds and certain cooperatives;
the REMIC Regulations currently do not address this subject.

     Noneconomic REMIC Residual Certificates. Under the REMIC Regulations,
transfers of "noneconomic" REMIC Residual Certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was
to enable the transferor to impede the assessment or collection of tax". If
such transfer is disregarded, the purported transferor will continue to remain
liable for any taxes due with respect to the income on such "noneconomic" REMIC
Residual Certificate. The REMIC Regulations provide that a REMIC Residual
Certificate is noneconomic unless, based on the Prepayment Assumption and on
any required or permitted clean up calls, or required liquidation provided for
in the REMIC's organizational documents, (1) the present value of the expected
future distributions (discounted using the "applicable Federal rate" for
obligations whose term ends on the close of the last quarter in which excess
inclusions are expected to accrue with respect to the REMIC Residual
Certificate, which rate is computed and published monthly by the IRS) on the
REMIC Residual Certificate equals at least the present value of the expected
tax on the anticipated excess inclusions, and (2) the transferor reasonably
expects that the transferee will receive distributions with respect to the
REMIC Residual Certificate at or after the time the taxes accrue on the
anticipated excess inclusions in an amount sufficient to satisfy the accrued
taxes. The REMIC Regulations explain that a significant purpose to impede the
assessment or collection of tax exists if the transferor, at the time of the
transfer, either knew or should have known that the transferee would be
unwilling or unable to pay taxes due on its share of the taxable income of the
REMIC. Under the REMIC Regulations, a safe harbor is provided if (1) the
transferor conducted, at the time of the transfer, a reasonable investigation
of the financial condition of the transferee and found that the transferee
historically had paid its debts as they came due and found no significant
evidence to indicate that the transferee would not continue to pay its debts as
they came due in the future, (2) the transferee represents to the transferor
that it understands that, as the holder of the noneconomic residual interest,
the transferee may incur tax liabilities in excess of cash flows generated by
the interest and that the transferee intends to pay taxes associated with
holding the residual interest as they become due and (3) the transferee
represents to the transferor that it will not cause income from the REMIC
Residual Certificate to be attributable to a foreign permanent establishment or
fixed base (within the meaning of an applicable income tax treaty) of the
transferee or any other person. Accordingly, all transfers of REMIC Residual
Certificates that may constitute noneconomic residual interests will be subject
to certain restrictions under the terms of the related


                                       84


Pooling and Servicing Agreement that are intended to reduce the possibility of
any such transfer being disregarded. Such restrictions will require the
transferee to provide an affidavit to certify to the matters in the preceding
sentence. The transferor must have no actual knowledge or reason to know that
those statements are false.

     In addition to the three conditions set forth above, the REMIC Regulations
contain a fourth requirement that must be satisfied in one of two alternative
ways for the transferor to have a "safe harbor" against ignoring the transfer:

     (1) the present value of the anticipated tax liabilities associated with
holding the noneconomic residual interest not exceed the sum of:

          (i) the present value of any consideration given to the transferee to
     acquire the interest;

          (ii) the present value of the expected future distributions on the
     interest; and

          (iii) the present value of the anticipated tax savings associated with
     holding the interest as the REMIC generates losses.

For purposes of the computations under this "minimum transfer price"
alternative, the transferee is assumed to pay tax at the highest rate of tax
specified in Section 11(b)(1) of the Code (currently 35%) or, in certain
circumstances, the minimum tax rate specified in Section 55 of the Code.
Further, present values generally are computed using a discount rate equal to
the short-term Federal rate set forth in Section 1274(d) of the Code for the
month of the transfer and the compounding period used by the transferee; or

     (2) (i) the transferee must be a domestic "C" corporation (other than a
corporation exempt from taxation of a regulated investment company or real
estate investment trust) that meets certain gross and net asset tests
(generally, $100 million of gross assets and $10 million of net assets for the
current year and the two preceding fiscal years);

          (ii) the transferee must agree in writing that it will transfer the
     REMIC Residual Certificate only to a subsequent transferee that is an
     eligible corporation and meets the requirements for a safe harbor transfer;
     and

          (iii) the facts and circumstances known to the transferor on or before
     the date of the transfer must not reasonably indicate that the taxes
     associated with ownership of the REMIC Residual Certificate will not be
     paid by the transferee.

     The related prospectus supplement will disclose whether offered REMIC
Residual Certificates may be considered "noneconomic" residual interests under
the REMIC Regulations; provided, however, that any disclosure that a REMIC
Residual Certificate will not be considered "noneconomic" will be based upon
certain assumptions, and the depositor will make no representation that a REMIC
Residual Certificate will not be considered "noneconomic" for purposes of the
above-described rules. See "--Foreign Investors in REMIC Certificates" below
for additional restrictions applicable to transfers of certain REMIC Residual
Certificates to foreign persons.

     Mark-to-Market Rules. The IRS has issued regulations, relating to the
requirement that a securities dealer mark to market securities held for sale to
customers. This mark-to-market requirement applies to all securities owned by a
dealer, except to the extent that the dealer has specifically identified a
security as held for investment. The mark-to-market regulations provide that
for purposes of this requirement, a REMIC Residual Certificate will not be
treated as a security and thus generally may not be marked to market.

     Possible Pass-Through of Miscellaneous Itemized Deductions. Fees and
expenses of a REMIC generally will be allocated to certain types of holders of
the related REMIC Residual Certificates. The applicable Treasury regulations
indicate, however, that in the case of a REMIC that is similar to a single
class grantor trust, all or a portion of such fees and expenses should be
allocated to such types of holders of the related REMIC Regular Certificates.
Unless otherwise stated in the related prospectus supplement, such fees and
expenses will be allocated to the related REMIC Residual Certificates in their
entirety and not to the holders of the related REMIC Regular Certificates.


                                       85


     With respect to REMIC Residual Certificates or REMIC Regular Certificates
the holders of which receive an allocation of fees and expenses in accordance
with the preceding discussion, if any holder thereof is an individual, estate
or trust, or a "pass-through entity" beneficially owned by one or more
individuals, estates or trusts, (1) an amount equal to such individual's,
estate's or trust's share of such fees and expenses will be added to the gross
income of such holder and (2) such individual's, estate's or trust's share of
such fees and expenses will be treated as a miscellaneous itemized deduction
allowable subject to the limitation of Section 67 of the Code, which permits
such deductions only to the extent they exceed in the aggregate 2% of a
taxpayer's adjusted gross income. In addition, Section 68 of the Code provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a specified amount will be reduced by the
lesser of (1) 3% of the excess of the individual's adjusted gross income over
such amount or (2) 80% of the amount of itemized deductions otherwise allowable
for the taxable year. The amount of additional taxable income reportable by
REMIC Certificateholders that are subject to the limitations of either Section
67 or Section 68 of the Code may be substantial. Furthermore, in determining
the alternative minimum taxable income of such a holder of a REMIC Certificate
that is an individual, estate or trust, or a "pass-through entity" beneficially
owned by one or more individuals, estates or trusts, no deduction will be
allowed for such holder's allocable portion of servicing fees and other
miscellaneous itemized deductions of the REMIC, even though an amount equal to
the amount of such fees and other deductions will be included in such holder's
gross income. Accordingly, such REMIC Certificates may not be appropriate
investments for individuals, estates, or trusts, or pass-through entities
beneficially owned by one or more individuals, estates or trusts. Such
prospective investors should consult with their tax advisors prior to making an
investment in such certificates.

     Under tax legislation enacted in 2001, the limitations on deductions under
Section 68 will be phased out beginning in 2006 and will be eliminated after
2009.

     Sales of REMIC Certificates. If a REMIC Certificate is sold, the selling
Certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC
Certificate. The adjusted basis of a REMIC Regular Certificate generally will
equal the cost of such REMIC Regular Certificate to such Certificateholder,
increased by income reported by such Certificateholder with respect to such
REMIC Regular Certificate (including original issue discount and market
discount income) and reduced (but not below zero) by distributions on such
REMIC Regular Certificate received by such Certificateholder and by any
amortized premium. The adjusted basis of a REMIC Residual Certificate will be
determined as described above under "--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions". Except as provided in
the following four paragraphs, any such gain or loss will be capital gain or
loss, provided such REMIC Certificate is held as a capital asset (generally,
property held for investment) within the meaning of Section 1221 of the Code.
The Code as of the date of this prospectus provides for tax rates for
individuals on ordinary income that are higher than the tax rates for long-term
capital gains of individuals for property held for more than one year. No such
rate differential exists for corporations. In addition, the distinction between
a capital gain or loss and ordinary income or loss remains relevant for other
purposes.

     Gain from the sale of a REMIC Regular Certificate that might otherwise be
a capital gain will be treated as ordinary income to the extent such gain does
not exceed the excess, if any, of (1) the amount that would have been
includible in the seller's income with respect to such REMIC Regular
Certificate assuming that income had accrued thereon at a rate equal to 110% of
the "applicable Federal rate" (generally, a rate based on an average of current
yields on treasury securities having a maturity comparable to that of the
certificate based on the application of the Prepayment Assumption to such
certificate), determined as of the date of purchase of such REMIC Regular
Certificate, over (2) the amount of ordinary income actually includible in the
seller's income prior to such sale. In addition, gain recognized on the sale of
a REMIC Regular Certificate by a seller who purchased such REMIC Regular
Certificate at a market discount will be taxable as ordinary income in an
amount not exceeding the portion of such discount that accrued during the
period such REMIC Certificate was held by such holder, reduced by any market
discount included in income


                                       86


under the rules described above under "--Taxation of Owners of REMIC Regular
Certificates-- Market Discount" and "--Premium".

     REMIC Certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC Certificate by a bank or thrift institution to which such Section
applies will be ordinary income or loss.

     A portion of any gain from the sale of a REMIC Regular Certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that such Certificate is held as part of a "conversion transaction" within the
meaning of Section 1258 of the Code. A conversion transaction generally is one
in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in such transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not
exceed the amount of interest that would have accrued on the taxpayer's net
investment at 120% of the appropriate "applicable Federal rate" at the time the
taxpayer enters into the conversion transaction, subject to appropriate
reduction for prior inclusion of interest and other ordinary income items from
the transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for the taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.

     Except as may be provided in Treasury Department regulations yet to be
issued, if the seller of a REMIC Residual Certificate reacquires such REMIC
Residual Certificate, or acquires any other residual interest in a REMIC or any
similar interest in a "taxable mortgage pool" (as defined in Section 7701(i) of
the Code) during the period beginning six months before, and ending six months
after, the date of such sale, such sale will be subject to the "wash sale"
rules of Section 1091 of the Code. In that event, any loss realized by the
REMIC Residual Certificateholder on the sale will not be deductible, but
instead will be added to such REMIC Residual Certificateholder's adjusted basis
in the newly-acquired asset.

     Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from "prohibited transactions".
In general, subject to certain specified exceptions a prohibited transaction
means the disposition of a mortgage loan, the receipt of income from a source
other than a mortgage loan or certain other permitted investments, the receipt
of compensation for services, or gain from the disposition of an asset
purchased with the payments on the mortgage loans for temporary investment
pending distribution on the REMIC Certificates. It is not anticipated that any
REMIC will engage in any prohibited transactions in which it would recognize a
material amount of net income.

     In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax
on the REMIC equal to 100% of the value of the contributed property. Each
Pooling and Servicing Agreement will include provisions designed to prevent the
acceptance of any contributions that would be subject to such tax.

     REMICs also are subject to federal income tax at the highest corporate
rate on "net income from foreclosure property", determined by reference to the
rules applicable to real estate investment trusts. "Net income from foreclosure
property" generally means gain from the sale of a foreclosure property that is
inventory property and gross income from foreclosure property other than
qualifying rents and other qualifying income for a real estate investment
trust. As provided in each Pooling and Servicing Agreement, a REMIC may
recognize "net income from foreclosure property" subject to federal income tax
to the extent that the REMIC Administrator determines that such method of
operation will result in a greater after-tax return to the trust fund than any
other method of operation.

     Unless otherwise disclosed in the related prospectus supplement, it is not
anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.


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     Unless otherwise stated in the related prospectus supplement, and to the
extent permitted by then applicable laws, any prohibited transactions tax or
contributions tax will be borne by the related REMIC administrator, master
servicer, special servicer, manager or trustee, in any case out of its own
funds, provided that such person has sufficient assets to do so, and provided
further that such tax arises out of a breach of such person's obligations under
the related Pooling and Servicing Agreement and in respect of compliance with
applicable laws and regulations. Any such tax not borne by a REMIC
administrator, a master servicer, special servicer, manager or trustee will be
charged against the related trust fund resulting in a reduction in amounts
payable to holders of the related REMIC Certificates.

     Tax and Restrictions on Transfers of REMIC Residual Certificates to
Certain Organizations. If a REMIC Residual Certificate is transferred to a
"disqualified organization" (as defined below), a tax would be imposed in an
amount (determined under the REMIC Regulations) equal to the product of (1) the
present value (discounted using the "applicable Federal rate" for obligations
whose term ends on the close of the last quarter in which excess inclusions are
expected to accrue with respect to the REMIC Residual Certificate) of the total
anticipated excess inclusions with respect to such REMIC Residual Certificate
for periods after the transfer and (2) the highest marginal federal income tax
rate applicable to corporations. The anticipated excess inclusions must be
determined as of the date that the REMIC Residual Certificate is transferred
and must be based on events that have occurred up to the time of such transfer,
the Prepayment Assumption and any required or permitted clean up calls or
required liquidation provided for in the REMIC's organizational documents. Such
a tax generally would be imposed on the transferor of the REMIC Residual
Certificate, except that where such transfer is through an agent for a
disqualified organization, the tax would instead be imposed on such agent.
However, a transferor of a REMIC Residual Certificate would in no event be
liable for such tax with respect to a transfer if the transferee furnishes to
the transferor an affidavit that the transferee is not a disqualified
organization and, as of the time of the transfer, the transferor does not have
actual knowledge that such affidavit is false. Moreover, an entity will not
qualify as a REMIC unless there are reasonable arrangements designed to ensure
that (1) residual interests in such entity are not held by disqualified
organizations and (2) information necessary for the application of the tax
described herein will be made available. Restrictions on the transfer of REMIC
Residual Certificates and certain other provisions that are intended to meet
this requirement will be included in each Pooling and Servicing Agreement, and
will be discussed in any prospectus supplement relating to the offering of any
REMIC Residual Certificate.

     In addition, if a "pass-through entity" (as defined below) includes in
income excess inclusions with respect to a REMIC Residual Certificate, and a
disqualified organization is the record holder of an interest in such entity,
then a tax will be imposed on such entity equal to the product of (1) the
amount of excess inclusions on the REMIC Residual Certificate that are
allocable to the interest in the pass-through entity held by such disqualified
organization and (2) the highest marginal federal income tax rate imposed on
corporations. A pass-through entity will not be subject to this tax for any
period, however, if each record holder of an interest in such pass-through
entity furnishes to such pass-through entity (1) such holder's social security
number and a statement under penalties of perjury that such social security
number is that of the record holder or (2) a statement under penalties of
perjury that such record holder is not a disqualified organization.

     If an "electing large partnership" holds a REMIC Residual Certificate, all
interests in the electing large partnership are treated as held by disqualified
organizations for purposes of the tax imposed upon a pass-through entity by
Section 860E(c) of the Code. An exception to this tax, otherwise available to a
pass-through entity that is furnished certain affidavits by record holders of
interests in the entity and that does not know such affidavits are false, is
not available to an electing large partnership.

     For these purposes, a "disqualified organization" means (1) the United
States, any State or political subdivision thereof, any foreign government, any
international organization, or any agency or instrumentality of the foregoing
(but would not include instrumentalities described in Section 168(h)(2)(D) of
the Code or the Federal Home Loan Mortgage Corporation), (2) any organization
(other than a cooperative described in Section 521 of the Code) that is exempt
from federal income


                                       88


tax, unless it is subject to the tax imposed by Section 511 of the Code or (3)
any organization described in Section 1381(a)(2)(C) of the Code. In addition, a
"pass-through entity" means any regulated investment company, real estate
investment trust, trust, partnership or certain other entities described in
Section 860E(e)(6) of the Code. In addition, a person holding an interest in a
pass-through entity as a nominee for another person will, with respect to such
interest, be treated as a pass-through entity. For these purposes, an "electing
large partnership" means a partnership (other than a service partnership or
certain commodity pools) having more than 100 members that has elected to apply
certain simplified reporting provisions under the Code.

     Termination. A REMIC will terminate immediately after the Distribution
Date following receipt by the REMIC of the final payment in respect of the
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last distribution on a REMIC
Regular Certificate will be treated as a payment in retirement of a debt
instrument. In the case of a REMIC Residual Certificate, if the last
distribution on such REMIC Residual Certificate is less than the REMIC Residual
Certificateholder's adjusted basis in such Certificate, such REMIC Residual
Certificateholder should (but may not) be treated as realizing a loss equal to
the amount of such difference, and such loss may be treated as a capital loss.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, the REMIC will be treated as a
partnership and REMIC Residual Certificateholders will be treated as partners.
Unless otherwise stated in the related prospectus supplement, the holder of the
largest percentage interest in a class of REMIC Residual Certificates will be
the "tax matters person" with respect to the related REMIC, and the REMIC
administrator will file REMIC federal income tax returns on behalf of the
related REMIC, and will be designated as and will act as agent of, and
attorney-in-fact for, the tax matters person with respect to the REMIC in all
respects.

     As the tax matters person, the REMIC administrator, subject to certain
notice requirements and various restrictions and limitations, generally will
have the authority to act on behalf of the REMIC and the REMIC Residual
Certificateholders in connection with the administrative and judicial review of
items of income, deduction, gain or loss of the REMIC, as well as the REMIC's
classification. REMIC Residual Certificateholders generally will be required to
report such REMIC items consistently with their treatment on the related
REMIC's tax return and may in some circumstances be bound by a settlement
agreement between the REMIC Administrator, as tax matters person, and the IRS
concerning any such REMIC item. Adjustments made to the REMIC tax return may
require a REMIC Residual Certificateholder to make corresponding adjustments on
its return, and an audit of the REMIC's tax return, or the adjustments
resulting from such an audit, could result in an audit of a REMIC Residual
Certificateholder's return. Any person that holds a REMIC Residual Certificate
as a nominee for another person may be required to furnish to the related
REMIC, in a manner to be provided in Treasury Department regulations, the name
and address of such person and other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC Regular Certificates is required annually, and may be required
more frequently under Treasury Department regulations. These information
reports generally are required to be sent to individual holders of REMIC
Regular Interests and the IRS; holders of REMIC Regular Certificates that are
corporations, trusts, securities dealers and certain other nonindividuals 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 with respect to REMIC Residual Certificates, including income, excess
inclusions, investment expenses and relevant information regarding
qualification of the REMIC's assets will be made as required under the Treasury
Department regulations, generally on a quarterly basis.

     As applicable, the REMIC Regular Certificate information reports will
include a statement of the adjusted issue price of the REMIC Regular
Certificate at the beginning of each accrual period. In addition, the reports
will include information required by regulations with respect to computing the


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accrual of any market discount. Because exact computation of the accrual of
market discount on a constant yield method would require information relating
to the holder's purchase price that the REMIC may not have, such regulations
only require that information pertaining to the appropriate proportionate
method of accruing market discount be provided. See "--Taxation of Owners of
REMIC Regular Certificates--Market Discount".

     Unless otherwise specified in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne
by the REMIC administrator.

     Backup Withholding with Respect to REMIC Certificates. Payments of
interest and principal, as well as payments of proceeds from the sale of REMIC
Certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code at a rate of 28% (which rate will be increased to 31% after 2010)
if recipients of such payments fail to furnish to the payor certain
information, including their taxpayer identification numbers, or otherwise fail
to establish an exemption from such tax. Any amounts deducted and withheld from
a distribution to a recipient would be allowed as a credit against such
recipient's federal income tax. Furthermore, certain penalties may be imposed
by the IRS on a recipient of payments that is required to supply information
but that does not do so in the proper manner. Certificateholders are urged to
contact their own tax advisors regarding the application to them of backup
withholding and information reporting.

     Foreign Investors in REMIC Certificates. A REMIC Regular Certificateholder
that is not a U.S. Person and is not subject to federal income tax as a result
of any direct or indirect connection to the United States in addition to its
ownership of a REMIC Regular Certificate will not, unless otherwise disclosed
in the related prospectus supplement, be subject to United States federal
income or withholding tax in respect of a distribution on a REMIC Regular
Certificate, provided that the holder complies to the extent necessary with
certain identification requirements (including delivery of a statement, signed
by the Certificateholder under penalties of perjury, certifying that such
Certificateholder is not a U.S. Person and providing the name and address of
such Certificateholder). It is possible that the IRS may assert that the
foregoing tax exemption should not apply with respect to a REMIC Regular
Certificate held by a REMIC Residual Certificateholder that owns directly or
indirectly a 10% or greater interest in the REMIC Residual Certificates. If the
holder does not qualify for exemption, distributions of interest, including
distributions in respect of accrued original issue discount, to such holder may
be subject to a tax rate of 30%, subject to reduction under any applicable tax
treaty.

     In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation.

     Further, it appears that a REMIC Regular Certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, Certificateholders who are nonresident
alien individuals should consult their tax advisors concerning this question.

     Treasury regulations provide new methods of satisfying the beneficial
ownership certification requirement described above, including a new series of
forms. These regulations require, in the case of REMIC Regular Certificates
held by a foreign partnership, that (x) the certification described above be
provided by the partners rather than by the foreign partnership and (y) the
partnership provide certain information, including a United States taxpayer
identification number. A look-through rule applies in the case of tiered
partnerships. Non-U.S. Persons should consult their own tax advisors concerning
the application of the certification requirements in the regulations.

     Unless otherwise stated in the related prospectus supplement, transfers of
REMIC Residual Certificates to investors that are not United States Persons
will be prohibited under the related Pooling and Servicing Agreement.

GRANTOR TRUST FUNDS

     Classification of Grantor Trust Funds. With respect to each series of
Grantor Trust Certificates, in the opinion of counsel to the depositor for such
series, assuming compliance with all provisions of


                                       90


the related Pooling and Servicing Agreement, the related Grantor Trust Fund
will be classified as a grantor trust under subpart E, part I of subchapter J
of the Code and not as a partnership or an association taxable as a
corporation. The following general discussion of the anticipated federal income
tax consequences of the purchase, ownership and disposition of Grantor Trust
Certificates, to the extent it relates to matters of law or legal conclusions
with respect thereto, represents the opinion of counsel to the depositor for
the applicable series as specified in the related prospectus supplement,
subject to any qualifications set forth in this prospectus. In addition,
counsel to the depositor has prepared or reviewed the statements in this
prospectus under the heading "Certain Federal Income Tax Consequences--Grantor
Trust Funds," and is of the opinion that such statements are correct in all
material respects. Such statements are intended as an explanatory discussion of
the possible effects of the classification of any Grantor Trust Fund as a
grantor trust for federal income tax purposes on investors generally and of
related tax matters affecting investors generally, but do not purport to
furnish information in the level of detail or with the attention to an
investor's specific tax circumstances that would be provided by an investor's
own tax advisor. Accordingly, each investor is advised to consult its own tax
advisors with regard to the tax consequences to it of investing in Grantor
Trust Certificates.


Characterization of Investments in Grantor Trust Certificates.

     Grantor Trust Fractional Interest Certificates. In the case of Grantor
Trust Fractional Interest Certificates, unless otherwise disclosed in the
related prospectus supplement, counsel to the depositor will deliver an opinion
that, in general, Grantor Trust Fractional Interest Certificates will represent
interests in (1) "loans . . . secured by an interest in real property" within
the meaning of Section 7701(a)(19)(C)(v) of the Code; (2) "obligation[s]
(including any participation or certificate of beneficial ownership therein)
which . . . [are] principally secured by an interest in real property" within
the meaning of Section 860G(a)(3) of the Code; and (3) "real estate assets"
within the meaning of Section 856(c)(5)(B) of the Code. In addition, counsel to
the depositor will deliver an opinion that interest on Grantor Trust Fractional
Interest Certificates will to the same extent be considered "interest on
obligations secured by mortgages on real property or on interests in real
property" within the meaning of Section 856(c)(3)(B) of the Code.

     Grantor Trust Strip Certificates. Even if Grantor Trust Strip Certificates
evidence an interest in a Grantor Trust Fund consisting of mortgage loans that
are "loans . . . secured by an interest in real property" within the meaning of
Section 7701(a)(19)(C)(v) of the Code and "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Code, and the interest on which is
"interest on obligations secured by mortgages on real property" within the
meaning of Section 856(c)(3)(B) of the Code, it is unclear whether the Grantor
Trust Strip Certificates, and the income therefrom, will be so characterized.
However, the policies underlying such sections (namely, to encourage or require
investments in mortgage loans by thrift institutions and real estate investment
trusts) may suggest that such characterization is appropriate. Counsel to the
depositor will not deliver any opinion on these questions. Prospective
purchasers to which such characterization of an investment in Grantor Trust
Strip Certificates is material should consult their tax advisors regarding
whether the Grantor Trust Strip Certificates, and the income therefrom, will be
so characterized.

     The Grantor Trust Strip Certificates will be "obligation[s] (including any
participation or Certificate of beneficial ownership therein) which . . . [are]
principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Code.


Taxation of Owners of Grantor Trust Fractional Interest Certificates.

     General. Holders of a particular series of Grantor Trust Fractional
Interest Certificates generally will be required to report on their federal
income tax returns their shares of the entire income from the mortgage loans
(including amounts used to pay reasonable servicing fees and other expenses)
and will be entitled to deduct their shares of any such reasonable servicing
fees and other expenses. Because of stripped interests, market or original
issue discount, or premium, the amount includible in income on account of a
Grantor Trust Fractional Interest Certificate may differ


                                       91


significantly from the amount distributable thereon representing interest on
the mortgage loans. Under Section 67 of the Code, an individual, estate or
trust holding a Grantor Trust Fractional Interest Certificate directly or
through certain pass-through entities will be allowed a deduction for such
reasonable servicing fees and expenses only to the extent that the aggregate of
such holder's miscellaneous itemized deductions exceeds two percent of such
holder's adjusted gross income. In addition, Section 68 of the Code provides
that the amount of itemized deductions otherwise allowable for an individual
whose adjusted gross income exceeds a specified amount will be reduced by the
lesser of (1) 3% of the excess of the individual's adjusted gross income over
such amount or (2) 80% of the amount of itemized deductions otherwise allowable
for the taxable year. The amount of additional taxable income reportable by
holders of Grantor Trust Fractional Interest Certificates who are subject to
the limitations of either Section 67 or Section 68 of the Code may be
substantial. Further, Certificateholders (other than corporations) subject to
the alternative minimum tax may not deduct miscellaneous itemized deductions in
determining such holder's alternative minimum taxable income. Under tax
legislation enacted in 2001, this limitation on deductions under Section 68
will be phased out beginning in 2006 and will be eliminated after 2009.
Although it is not entirely clear, it appears that in transactions in which
multiple classes of Grantor Trust Certificates (including Grantor Trust Strip
Certificates) are issued, such fees and expenses should be allocated among the
classes of Grantor Trust Certificates using a method that recognizes that each
such class benefits from the related services. In the absence of statutory or
administrative clarification as to the method to be used, it currently is
intended to base information returns or reports to the IRS and
Certificateholders on a method that allocates such expenses among classes of
Grantor Trust Certificates with respect to each period based on the
distributions made to each such class during that period.

     The federal income tax treatment of Grantor Trust Fractional Interest
Certificates of any series will depend on whether they are subject to the
"stripped bond" rules of Section 1286 of the Code. Grantor Trust Fractional
Interest Certificates may be subject to those rules if (1) a class of Grantor
Trust Strip Certificates is issued as part of the same series of certificates
or (2) the depositor or any of its affiliates retains (for its own account or
for purposes of resale) a right to receive a specified portion of the interest
payable on a mortgage asset. Further, the IRS has ruled that an unreasonably
high servicing fee retained by a seller or servicer will be treated as a
retained ownership interest in mortgages that constitutes a stripped coupon.
The related prospectus supplement will include information regarding servicing
fees paid to a master servicer, a special servicer, any sub-servicer or their
respective affiliates.

     If Stripped Bond Rules Apply. If the stripped bond rules apply, each
Grantor Trust Fractional Interest Certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code, subject, however, to the discussion below regarding the treatment of
certain stripped bonds as market discount bonds and the discussion regarding de
minimis market discount. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates --Market Discount" below. Under the stripped bond rules,
the holder of a Grantor Trust Fractional Interest Certificate (whether a cash
or accrual method taxpayer) will be required to report interest income from its
Grantor Trust Fractional Interest Certificate for each month in an amount equal
to the income that accrues on such Certificate in that month calculated under a
constant yield method, in accordance with the rules of the Code relating to
original issue discount.

     The original issue discount on a Grantor Trust Fractional Interest
Certificate will be the excess of such Certificate's stated redemption price
over its issue price. The issue price of a Grantor Trust Fractional Interest
Certificate as to any purchaser will be equal to the price paid by such
purchaser of the Grantor Trust Fractional Interest Certificate. The stated
redemption price of a Grantor Trust Fractional Interest Certificate will be the
sum of all payments to be made on such Certificate, other than "qualified
stated interest", if any, as well as such certificate's share of reasonable
servicing fees and other expenses. See "--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--If Stripped Bond Rules Do Not Apply" for a
definition of "qualified stated interest". In general, the amount of such
income that accrues in any month would equal the product of such holder's
adjusted basis in such Grantor Trust Fractional Interest Certificate at the
beginning of such month


                                       92


(see "--Sales of Grantor Trust Certificates" below) and the yield of such
Grantor Trust Fractional Interest Certificate to such holder. Such yield would
be computed as the rate (compounded based on the regular interval between
payment dates) that, if used to discount the holder's share of future payments
on the mortgage loans, would cause the present value of those future payments
to equal the price at which the holder purchased such Certificate. In computing
yield under the stripped bond rules, a Certificateholder's share of future
payments on the mortgage loans will not include any payments made in respect of
any ownership interest in the mortgage loans retained by the depositor, the
master servicer, the special servicer, any sub-servicer or their respective
affiliates, but will include such Certificateholder's share of any reasonable
servicing fees and other expenses.

     Section 1272(a)(6) of the Code requires (1) the use of a reasonable
prepayment assumption in accruing original issue discount and (2) adjustments
in the accrual of original issue discount when prepayments do not conform to
the prepayment assumption, with respect to certain categories of debt
instruments, and regulations could be adopted applying those provisions to the
Grantor Trust Fractional Interest Certificates. It is unclear whether those
provisions would be applicable to the Grantor Trust Fractional Interest
Certificates or whether use of a reasonable prepayment assumption may be
required or permitted without reliance on these rules. It is also uncertain, if
a prepayment assumption is used, whether the assumed prepayment rate would be
determined based on conditions at the time of the first sale of the Grantor
Trust Fractional Interest Certificate or, with respect to any holder, at the
time of purchase of the Grantor Trust Fractional Interest Certificate by that
holder. Certificateholders are advised to consult their tax advisors concerning
reporting original issue discount in general and, in particular, whether a
prepayment assumption should be used in reporting original issue discount with
respect to Grantor Trust Fractional Interest Certificates.

     In the case of a Grantor Trust Fractional Interest Certificate acquired at
a price equal to the principal amount of the mortgage loans allocable to such
Certificate, the use of a prepayment assumption generally would not have any
significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a Grantor Trust Fractional Interest
Certificate acquired at a discount or premium (that is, at a price less than or
greater than such principal amount, respectively), the use of a reasonable
prepayment assumption would increase or decrease such yield, and thus
accelerate or decelerate, respectively, the reporting of income.

     If a prepayment assumption is not used, then when a mortgage loan prepays
in full, the holder of a Grantor Trust Fractional Interest Certificate acquired
at a discount or a premium generally will recognize ordinary income or loss
equal to the difference between the portion of the prepaid principal amount of
the mortgage loan that is allocable to such Certificate and the portion of the
adjusted basis of such Certificate that is allocable to such
Certificateholder's interest in the mortgage loan. If a prepayment assumption
is used, it appears that no separate item of income or loss should be
recognized upon a prepayment. Instead, a prepayment should be treated as a
partial payment of the stated redemption price of the Grantor Trust Fractional
Interest Certificate and accounted for under a method similar to that described
for taking account of original issue discount on REMIC Regular Certificates.
See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount" above. It is unclear whether any other adjustments would be required
to reflect differences between an assumed prepayment rate and the actual rate
of prepayments.

     In the absence of statutory or administrative clarification, it is
currently intended to base information reports or returns to the IRS and
Certificateholders in transactions subject to the stripped bond rules on a
Prepayment Assumption that will be disclosed in the related prospectus
supplement and on a constant yield computed using a representative initial
offering price for each class of certificates. However, neither the depositor
nor any other person will make any representation that the mortgage loans will
in fact prepay at a rate conforming to such Prepayment Assumption or any other
rate and Certificateholders should bear in mind that the use of a
representative initial offering price will mean that such information returns
or reports, even if otherwise accepted as accurate by the IRS, will in any
event be accurate only as to the initial Certificateholders of each series who
bought at that price.

     In light of the application of Section 1286 of the Code, a beneficial
owner of a stripped bond generally will be required to compute accruals of
original issue discount based on its yield, possibly


                                       93


taking into account its own prepayment assumption. The information necessary to
perform the related calculations for information reporting purposes, however,
generally will not be available to the trustee. Accordingly, any information
reporting provided by the trustee with respect to these stripped bonds, which
information will be based on pricing information as of the closing date, will
largely fail to reflect the accurate accruals of original issue discount for
these certificates. Prospective investors therefore should be aware that the
timing of accruals of original issue discount applicable to a stripped bond
generally will be different than that reported to holders and the IRS.
Prospective investors should consult their own tax advisors regarding their
obligation to compute and include in income the correct amount of original
issue discount accruals and any possible tax consequences to them if they
should fail to do so.

     Under Treasury regulations Section 1.1286-1, certain stripped bonds are to
be treated as market discount bonds and, accordingly, any purchaser of such a
bond is to account for any discount on the bond as market discount rather than
original issue discount. This treatment only applies, however, if immediately
after the most recent disposition of the bond by a person stripping one or more
coupons from the bond and disposing of the bond or coupon (1) there is no
original issue discount (or only a de minimis amount of original issue
discount) or (2) the annual stated rate of interest payable on the original
bond is no more than one percentage point lower than the gross interest rate
payable on the original mortgage loan (before subtracting any servicing fee or
any stripped coupon). If interest payable on a Grantor Trust Fractional
Interest Certificate is more than one percentage point lower than the gross
interest rate payable on the mortgage loans, the related prospectus supplement
will disclose that fact. If the original issue discount or market discount on a
Grantor Trust Fractional Interest Certificate determined under the stripped
bond rules is less than 0.25% of the stated redemption price multiplied by the
weighted average maturity of the mortgage loans, then such original issue
discount or market discount will be considered to be de minimis. Original issue
discount or market discount of only a de minimis amount will be included in
income in the same manner as de minimis original issue and market discount
described in "--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--If Stripped Bond Rules Do Not Apply" and "--Market Discount"
below.

     If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, the Certificateholder will be required
to report its share of the interest income on the mortgage loans in accordance
with such Certificateholder's normal method of accounting. The original issue
discount rules will apply, even if the stripped bond rules do not apply, to a
Grantor Trust Fractional Interest Certificate to the extent it evidences an
interest in mortgage loans issued with original issue discount.

     The original issue discount, if any, on the mortgage loans will equal the
difference between the stated redemption price of such mortgage loans and their
issue price. For a definition of "stated redemption price," see "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan, less any
"points" paid by the borrower, and the stated redemption price of a mortgage
loan will equal its principal amount, unless the mortgage loan provides for an
initial "teaser," or below-market interest rate. The determination as to
whether original issue discount will be considered to be de minimis will be
calculated using the same test as in the REMIC discussion. See "--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above.

     In the case of mortgage loans bearing adjustable or variable interest
rates, the related prospectus supplement will describe the manner in which such
rules will be applied with respect to those mortgage loans by the trustee or
master servicer, as applicable, in preparing information returns to the
Certificateholders and the IRS.

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based on a constant yield. The OID
Regulations suggest that no prepayment assumption is appropriate in


                                       94


computing the yield on prepayable obligations issued with original issue
discount. In the absence of statutory or administrative clarification, it
currently is not intended to base information reports or returns to the IRS and
Certificateholders on the use of a prepayment assumption in transactions not
subject to the stripped bond rules. However, Section 1272(a)(6) of the Code may
require that a prepayment assumption be made in computing yield with respect to
all mortgage-backed securities. Certificateholders are advised to consult their
own tax advisors concerning whether a prepayment assumption should be used in
reporting original issue discount with respect to Grantor Trust Fractional
Interest Certificates. Certificateholders should refer to the related
prospectus supplement with respect to each series to determine whether and in
what manner the original issue discount rules will apply to mortgage loans in
such series.

     A purchaser of a Grantor Trust Fractional Interest Certificate that
purchases such Grantor Trust Fractional Interest Certificate at a cost less
than such certificate's allocable portion of the aggregate remaining stated
redemption price of the mortgage loans held in the related trust fund will also
be required to include in gross income such certificate's daily portions of any
original issue discount with respect to such mortgage loans. However, each such
daily portion will be reduced, if the cost of such Grantor Trust Fractional
Interest Certificate to such purchaser is in excess of such Certificate's
allocable portion of the aggregate "adjusted issue prices" of the mortgage
loans held in the related trust fund, approximately in proportion to the ratio
such excess bears to such Certificate's allocable portion of the aggregate
original issue discount remaining to be accrued on such mortgage loans. The
adjusted issue price of a mortgage loan on any given day equals the sum of (1)
the adjusted issue price (or, in the case of the first accrual period, the
issue price) of such mortgage loan at the beginning of the accrual period that
includes such day and (2) the daily portions of original issue discount for all
days during such accrual period prior to such day. The adjusted issue price of
a mortgage loan at the beginning of any accrual period will equal the issue
price of such mortgage loan, increased by the aggregate amount of original
issue discount with respect to such mortgage loan that accrued in prior accrual
periods, and reduced by the amount of any payments made on such mortgage loan
in prior accrual periods of amounts included in its stated redemption price.

     Unless otherwise provided in the related prospectus supplement, the
trustee or master servicer, as applicable, will provide to any holder of a
Grantor Trust Fractional Interest Certificate such information as such holder
may reasonably request from time to time with respect to original issue
discount accruing on Grantor Trust Fractional Interest Certificates. See
"--Grantor Trust Reporting" below.

     Market Discount. If the stripped bond rules do not apply to a Grantor
Trust Fractional Interest Certificate, a Certificateholder may be subject to
the market discount rules of Sections 1276 through 1278 of the Code to the
extent an interest in a mortgage loan is considered to have been purchased at a
"market discount", that is, in the case of a mortgage loan issued without
original issue discount, at a purchase price less than its remaining stated
redemption price (as defined above), or in the case of a mortgage loan issued
with original issue discount, at a purchase price less than its adjusted issue
price (as defined above). If market discount is in excess of a de minimis
amount (as described below), the holder generally will be required to include
in income in each month the amount of such discount that has accrued (under the
rules described in the next paragraph) through such month that has not
previously been included in income, but limited, in the case of the portion of
such discount that is allocable to any mortgage loan, to the payment of stated
redemption price on such mortgage loan that is received by (or, in the case of
accrual basis Certificateholders, due to) the trust fund in that month. A
Certificateholder may elect to include market discount in income currently as
it accrues (under a constant yield method based on the yield of the Certificate
to such holder) rather than including it on a deferred basis in accordance with
the foregoing under rules similar to those described in "--Taxation of Owners
of REMIC Regular Interests--Market Discount" above.

     Section 1276(b)(3) of the Code authorized the Treasury Department to issue
regulations providing for the method for accruing market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury


                                       95


Department, certain rules described in the Committee Report apply. Under those
rules, in each accrual period market discount on the mortgage loans should
accrue, at the holder's option: (1) on the basis of a constant yield method,
(2) in the case of a mortgage loan issued without original issue discount, in
an amount that bears the same ratio to the total remaining market discount as
the stated interest paid in the accrual period bears to the total stated
interest remaining to be paid on the mortgage loan as of the beginning of the
accrual period, or (3) in the case of a mortgage loan issued with original
issue discount, in an amount that bears the same ratio to the total remaining
market discount as the original issue discount accrued in the accrual period
bears to the total original issue discount remaining at the beginning of the
accrual period. The prepayment assumption, if any, used in calculating the
accrual of original issue discount is to be used in calculating the accrual of
market discount. The effect of using a prepayment assumption could be to
accelerate the reporting of such discount income. Because the regulations
referred to in this paragraph have not been issued, it is not possible to
predict what effect such regulations might have on the tax treatment of a
mortgage loan purchased at a discount in the secondary market.

     Because the mortgage loans will provide for periodic payments of stated
redemption price, such discount may be required to be included in income at a
rate that is not significantly slower than the rate at which such discount
would be included in income if it were original issue discount.

     Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described above in "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above within the exception that it is
less likely that a prepayment assumption will be used for purposes of such
rules with respect to the mortgage loans.

     Further, under the rules described above in "--REMICs--Taxation of Owners
of REMIC Regular Certificates--Market Discount", any discount that is not
original issue discount and exceeds a de minimis amount may require the
deferral of interest expense deductions attributable to accrued market discount
not yet includible in income, unless an election has been made to report market
discount currently as it accrues. This rule applies without regard to the
origination dates of the mortgage loans.

     Premium. If a Certificateholder is treated as acquiring the underlying
mortgage loans at a premium, that is, at a price in excess of their remaining
stated redemption price, such Certificateholder may elect under Section 171 of
the Code to amortize using a constant yield method the portion of such premium
allocable to mortgage loans originated after September 27, 1985. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to mortgage loans originated before September 28, 1985 or to mortgage
loans for which an amortization election is not made, should be allocated among
the payments of stated redemption price on the mortgage loan and be allowed as
a deduction as such payments are made (or, for a Certificateholder using the
accrual method of accounting, when such payments of stated redemption price are
due).

     It is unclear whether a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code. If premium is
not subject to amortization using a prepayment assumption and a mortgage loan
prepays in full, the holder of a Grantor Trust Fractional Interest Certificate
acquired at a premium should recognize a loss equal to the difference between
the portion of the prepaid principal amount of the mortgage loan that is
allocable to the Certificate and the portion of the adjusted basis of the
Certificate that is allocable to the mortgage loan. If a prepayment assumption
is used to amortize such premium, it appears that such a loss would be
unavailable. Instead, if a prepayment assumption is used, a prepayment should
be treated as a partial payment of the stated redemption price of the Grantor
Trust Fractional Interest Certificate and accounted for under a method similar
to that described for taking account of original issue discount on REMIC
Regular Certificates. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above. It is unclear whether any other
adjustments would be required to reflect differences between the prepayment
assumption and the actual rate of prepayments.


                                       96


     Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the Grantor Trust Strip
Certificates. Except as described above in "--Taxation of Owners of Grantor
Trust Fractional Interest Certificates--If Stripped Bond Rules Apply", no
regulations or published rulings under Section 1286 of the Code have been
issued and some uncertainty exists as to how it will be applied to securities
such as the Grantor Trust Strip Certificates. Accordingly, holders of Grantor
Trust Strip Certificates should consult their tax advisors concerning the
method to be used in reporting income or loss with respect to such
Certificates.

     The OID Regulations do not apply to "stripped coupons", although they
provide general guidance as to how the original issue discount sections of the
Code will be applied. In addition, the discussion below is subject to the
discussion under "--Possible Application of Proposed Contingent Payment Rules"
below and assumes that the holder of a Grantor Trust Strip Certificate will not
own any Grantor Trust Fractional Interest Certificates.

     Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the Grantor Trust Strip
Certificates based on a constant yield method. In effect, each holder of
Grantor Trust Strip Certificates would include as interest income in each month
an amount equal to the product of such holder's adjusted basis in such Grantor
Trust Strip Certificate at the beginning of such month and the yield of such
Grantor Trust Strip Certificate to such holder. Such yield would be calculated
based on the price paid for that Grantor Trust Strip Certificate by its holder
and the payments remaining to be made thereon at the time of the purchase, plus
an allocable portion of the servicing fees and expenses to be paid with respect
to the mortgage loans. See "--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Apply" above.

     As noted above, Section 1272(a)(6) of the Code requires that a prepayment
assumption be used in computing the accrual of original issue discount with
respect to certain categories of debt instruments, and that adjustments be made
in the amount and rate of accrual of such discount when prepayments do not
conform to such prepayment assumption. Regulations could be adopted applying
those provisions to the Grantor Trust Strip Certificates. It is unclear whether
those provisions would be applicable to the Grantor Trust Strip Certificates or
whether use of a prepayment assumption may be required or permitted in the
absence of such regulations. It is also uncertain, if a prepayment assumption
is used, whether the assumed prepayment rate would be determined based on
conditions at the time of the first sale of the Grantor Trust Strip Certificate
or, with respect to any subsequent holder, at the time of purchase of the
Grantor Trust Strip Certificate by that holder.

     The accrual of income on the Grantor Trust Strip Certificates will be
significantly slower if a prepayment assumption is permitted to be made than if
yield is computed assuming no prepayments. In the absence of statutory or
administrative clarification, it currently is intended to base information
returns or reports to the IRS and Certificateholders on the Prepayment
Assumption disclosed in the related prospectus supplement and on a constant
yield computed using a representative initial offering price for each class of
certificates. However, neither the depositor nor any other person will make any
representation that the mortgage loans will in fact prepay at a rate conforming
to the Prepayment Assumption or at any other rate and Certificateholders should
bear in mind that the use of a representative initial offering price will mean
that such information returns or reports, even if otherwise accepted as
accurate by the IRS, will in any event be accurate only as to the initial
Certificateholders of each series who bought at that price. Prospective
purchasers of the Grantor Trust Strip Certificates should consult their tax
advisors regarding the use of the Prepayment Assumption.

     It is unclear under what circumstances, if any, the prepayment of a
mortgage loan will give rise to a loss to the holder of a Grantor Trust Strip
Certificate. If a Grantor Trust Strip Certificate is treated as a single
instrument (rather than an interest in discrete mortgage loans) and the effect
of prepayments is taken into account in computing yield with respect to such
Grantor Trust Strip Certificate, it appears that no loss may be available as a
result of any particular prepayment unless prepayments occur at a rate faster
than the Prepayment Assumption. However, if a Grantor Trust


                                       97


Strip Certificate is treated as an interest in discrete mortgage loans, or if
the Prepayment Assumption is not used, then when a mortgage loan is prepaid,
the holder of a Grantor Trust Strip Certificate should be able to recognize a
loss equal to the portion of the adjusted issue price of the Grantor Trust
Strip Certificate that is allocable to such mortgage loan.

     Possible Application of Contingent Payment Rules. The coupon stripping
rules' general treatment of stripped coupons is to regard them as newly issued
debt instruments in the hands of each purchaser. To the extent that payments on
the Grantor Trust Strip Certificates would cease if the mortgage loans were
prepaid in full, the Grantor Trust Strip Certificates could be considered to be
debt instruments providing for contingent payments. Under the OID Regulations,
debt instruments providing for contingent payments are not subject to the same
rules as debt instruments providing for noncontingent payments. Treasury
Department regulations have been promulgated regarding contingent payment debt
instruments, but it appears that Grantor Trust Strip Certificates, due to their
similarity to other mortgage-backed securities (such as REMIC regular interests
and debt instruments subject to Section 1272(a)(6) of the Code) that are
expressly excepted from the application of such Regulations, may also be
excepted from such regulations. Like the OID Regulations, the contingent
payment regulations do not specifically address securities, such as the Grantor
Trust Strip Certificates, that are subject to the stripped bond rules of
Section 1286 of the Code.

     If the contingent payment rules similar to those under the OID Regulations
were to apply, the holder of a Grantor Trust Strip Certificate would be
required to apply a "noncontingent bond method." Under the "noncontingent bond
method," the issuer of a Grantor Trust Strip Certificate determines a projected
payment schedule. Holders of Grantor Trust Strip Certificates are bound by the
issuer's projected payment schedule. The projected payment schedule consists of
all noncontingent payments and a projected amount for each contingent payment
based on the comparable yield (as described below) of the Grantor Trust Strip
Certificate. The projected amount of each payment is determined so that the
projected payment schedule reflects the projected yield. The projected amount
of each payment must reasonably reflect the relative expected values of the
payments to be received by the holders of a Grantor Trust Strip Certificate.
The comparable yield referred to above is a rate that, as of the issue date,
reflects the yield at which the issuer would issue a fixed rate debt instrument
with terms and conditions similar to the contingent payment debt instrument,
including general market conditions, the credit quality of the issuer, and the
terms and conditions of the mortgage loans. The holder of a Grantor Trust Strip
Certificate would be required to include as interest income in each month the
adjusted issue price of the Grantor Trust Strip Certificate at the beginning of
the period multiplied by the comparable yield.

     Certificateholders should consult their tax advisors concerning the
possible application of the contingent payment rules to the Grantor Trust Strip
Certificates.

     Sales of Grantor Trust Certificates. Any gain or loss, equal to the
difference between the amount realized on the sale or exchange of a Grantor
Trust Certificate and its adjusted basis, recognized on such sale or exchange
of a Grantor Trust Certificate by an investor who holds such Grantor Trust
Certificate as a capital asset, will be capital gain or loss, except to the
extent of accrued and unrecognized market discount, which will be treated as
ordinary income, and (in the case of banks and other financial institutions)
except as provided under Section 582(c) of the Code. The adjusted basis of a
Grantor Trust Certificate generally will equal its cost, increased by any
income reported by the seller (including original issue discount and market
discount income) and reduced (but not below zero) by any previously reported
losses, any amortized premium and by any distributions with respect to such
Grantor Trust Certificate. The Code as of the date of this prospectus generally
provides for tax rates of noncorporate taxpayers on ordinary income that are
higher than the rates on long-term capital gains (generally, property held for
more than one year). No such rate differential exists for corporations. In
addition, the distinction between a capital gain or loss and ordinary income or
loss remains relevant for other purposes.

     Gain or loss from the sale of a Grantor Trust Certificate may be partially
or wholly ordinary and not capital in certain circumstances. Gain attributable
to accrued and unrecognized market


                                       98


discount will be treated as ordinary income, as will gain or loss recognized by
banks and other financial institutions subject to Section 582(c) of the Code.
Furthermore, a portion of any gain that might otherwise be capital gain may be
treated as ordinary income to the extent that the Grantor Trust Certificate is
held as part of a "conversion transaction" within the meaning of Section 1258
of the Code. A conversion transaction generally is one in which the taxpayer
has taken two or more positions in the same or similar property that reduce or
eliminate market risk, if substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in such
transaction. The amount of gain realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of
the appropriate "applicable Federal rate" (which rate is computed and published
monthly by the IRS) at the time the taxpayer enters into the conversion
transaction, subject to appropriate reduction for prior inclusion of interest
and other ordinary income items from the transaction.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include such net
capital gain in total net investment income for that taxable year, for purposes
of the rule that limits the deduction of interest on indebtedness incurred to
purchase or carry property held for investment to a taxpayer's net investment
income.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the trustee or master servicer, as applicable, will
furnish to each holder of a Grantor Trust Certificate with each distribution a
statement setting forth the amount of such distribution allocable to principal
on the underlying mortgage loans and to interest thereon at the related
pass-through rate. In addition, the trustee or master servicer, as applicable,
will furnish, within a reasonable time after the end of each calendar year, to
each holder of a Grantor Trust Certificate who was such a holder at any time
during such year, information regarding the amount of servicing compensation
received by the master servicer, the special servicer or any sub-servicer, and
such other customary factual information as the depositor or the reporting
party deems necessary or desirable to enable holders of Grantor Trust
Certificates to prepare their tax returns and will furnish comparable
information to the IRS as and when required by law to do so. Because the rules
for accruing discount and amortizing premium with respect to the Grantor Trust
Certificates are uncertain in various respects, there is no assurance the IRS
will agree with the trustee's or master servicer's, as the case may be,
information reports of such items of income and expense. Moreover, such
information reports, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial Certificateholders that bought
their certificates at the representative initial offering price used in
preparing such reports.

     Backup Withholding. In general, the rules described above in
"--REMICs--Backup Withholding with Respect to REMIC Certificates" will also
apply to Grantor Trust Certificates.

     Foreign Investors. In general, the discussion with respect to REMIC
Regular Certificates in "-- REMICs--Foreign Investors in REMIC Certificates"
above applies to Grantor Trust Certificates except that Grantor Trust
Certificates will, unless otherwise disclosed in the related prospectus
supplement, be eligible for exemption from U.S. withholding tax, subject to the
conditions described in such discussion, only to the extent the related
mortgage loans were originated after July 18, 1984.

     To the extent that interest on a Grantor Trust Certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the Grantor Trust Certificate is not held in connection with a
Certificateholder's trade or business in the United States, such Grantor Trust
Certificate will not be subject to United States estate taxes in the estate of
a nonresident alien individual.

     On June 20, 2002, the IRS published proposed regulations which will, when
effective, establish a reporting framework for interests in "widely held fixed
investment trusts" that will place the responsibility of reporting on the
person in the ownership chain who holds an interest for a beneficial owner. A
widely-held investment trust is defined as an entity classified as a "trust"
under Treasury Regulations Section 301.7701-4(c), in which any interest is held
by a middleman, which includes, but is not limited to (i) a custodian of a
person's account, (ii) a nominee and (iii) a broker


                                       99


holding an interest for a customer in "street name." These regulations were
proposed to be effective beginning January 1, 2004, but such date passed and
the regulations have not been finalized. It is unclear when, or if, these
regulations will become final.


REPORTABLE TRANSACTIONS

     Any holder of an offered certificate that reports any item or itmes of
income, gain, expense or loss in respect of that certificate for tax purposes
in an amount that differs from the amount reported for book purposes by more
than $10 million, on a gross basis, in any taxable year may be subject to
certain disclosure requirements for "reportable transactions." Prospective
investors should consult their tax advisers concerning any possible tax return
disclosure obligation with respect to the offered certificates.


                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "Certain
Federal Income Tax Consequences," potential investors should consider the state
and local tax consequences of the acquisition, ownership, and disposition of
the offered certificates. State and local tax law may differ substantially from
the corresponding federal law, and the discussion above does not purport to
describe any aspect of the tax laws of any state or other jurisdiction.
Therefore, prospective investors should consult their tax advisors with respect
to the various tax consequences of investments in the offered certificates.


                          CERTAIN ERISA CONSIDERATIONS


GENERAL

     The Employee Retirement Income Security Act of 1974, as amended, and the
Code impose certain requirements on retirement plans, and on certain other
employee benefit plans and arrangements, including individual retirement
accounts and annuities, Keogh plans and collective investment funds and
separate accounts (and as applicable, insurance company general accounts) in
which such plans, accounts or arrangements are invested that are subject to the
fiduciary responsibility provisions of ERISA and Section 4975 of the Code
("Plans"), and on persons who are fiduciaries with respect to such Plans, in
connection with the investment of Plan assets. Certain employee benefit plans,
such as governmental plans (as defined in ERISA Section 3(32)), and, if no
election has been made under Section 410(d) of the Code, church plans (as
defined in Section 3(33) of ERISA) are not subject to ERISA requirements.
However, such plans may be subject to the provisions of other applicable
federal and state law materially similar to ERISA or the Code. Moreover, any
such plan which is qualified and exempt from taxation under Sections 401(a) and
501(a) of the Code is subject to the prohibited transaction rules set forth in
Section 503 of the Code.

     ERISA generally imposes on Plan fiduciaries certain general fiduciary
requirements, including those of investment prudence and diversification and
the requirement that a Plan's investments be made in accordance with the
documents governing the Plan. In addition, Section 406 of ERISA and Section
4975 of the Code prohibit a broad range of transactions involving assets of a
Plan and persons who have certain specified relationships to the Plan, unless a
statutory or administrative exemption is available. Certain Parties in Interest
that participate in a prohibited transaction may be subject to an excise tax
imposed pursuant to Section 4975 of the Code or a penalty imposed pursuant to
Section 502(i) of ERISA, unless a statutory or administrative exemption is
available. These prohibited transactions generally are set forth in Section 406
of ERISA and Section 4975 of the Code.


PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets included in a related trust fund to be deemed
assets of such Plan. The Plan Asset Regulations provide that when a Plan
acquires an equity interest in an entity, the Plan's assets include both such


                                      100


equity interest and an undivided interest in each of the underlying assets of
the entity, unless certain exceptions not applicable here apply, or unless the
equity participation in the entity by "benefit plan investors" (i.e., Plans and
certain employee benefit plans not subject to ERISA) is not "significant", both
as defined in the Plan Asset Regulations. For this purpose, in general, equity
participation by benefit plan investors will be "significant" on any date if
25% or more of the value of any class of equity interests in the entity is held
by benefit plan investors. Equity participation in a trust fund will be
significant on any date if immediately after the most recent acquisition of any
Certificate, 25% or more of any class of certificates is held by benefit plan
investors.

     Any person who has discretionary authority or control respecting the
management or disposition of Plan assets, and any person who provides
investment advice with respect to such assets for a fee, is a fiduciary of the
investing Plan. If the mortgage assets and other assets included in a trust
fund constitute Plan assets, then any party exercising management or
discretionary control regarding those assets, such as the master servicer, any
special servicer, any sub-servicer, the trustee, the obligor under any credit
enhancement mechanism, or certain affiliates thereof may be deemed to be a Plan
"fiduciary" and thus subject to the fiduciary responsibility provisions and
prohibited transaction provisions of ERISA and the Code with respect to the
investing Plan. In addition, if the mortgage assets and other assets included
in a trust fund constitute Plan assets, the purchase of certificates by a Plan,
as well as the operation of the trust fund, may constitute or involve a
prohibited transaction under ERISA or the Code.

     The Plan Asset Regulations provide that where a Plan acquires a
"guaranteed governmental mortgage pool certificate", the Plan's assets include
such certificate but do not solely by reason of the Plan's holdings of such
certificate include any of the mortgages underlying such certificate. The Plan
Asset Regulations include in the definition of a "guaranteed governmental
mortgage pool certificate" Ginnie Mae, Freddie Mac, Farmer Mac and Fannie Mae
Certificates. Accordingly, even if such MBS included in a trust fund were
deemed to be assets of Plan investors, the mortgages underlying such MBS would
not be treated as assets of such Plans. Private label mortgage participations,
mortgage pass-through certificates or other mortgage-backed securities are not
"guaranteed governmental mortgage pool certificates" within the meaning of the
Plan Asset Regulations; potential Plan investors should consult their counsel
and review the ERISA discussion in the related prospectus supplement before
purchasing certificates if such MBS are included in the trust fund.

     The DOL has granted to certain underwriters administrative exemptions,
each an "Exemption", for certain mortgage-backed and asset-backed certificates
underwritten in whole or in part by the underwriters. An Exemption might be
applicable to the initial purchase, the holding, and the subsequent resale by a
Plan of certain certificates, such as the offered certificates, underwritten by
the underwriters, representing interests in pass-through trusts that consist of
certain receivables, loans and other obligations, provided that the conditions
and requirements of the Exemption are satisfied. The loans described in the
Exemptions include mortgage loans such as the mortgage assets. However, it
should be noted that in issuing the Exemptions, the DOL may not have considered
interests in pools of the exact nature as some of the offered certificates. If
all of the conditions of an Exemption are met, whether or not a Plan's assets
would be deemed to include an ownership interest in the mortgage assets, the
acquisition, holding and resale of the offered certificates by Plans would be
exempt from certain of the prohibited transaction provisions of ERISA and the
Code.


INSURANCE COMPANY GENERAL ACCOUNTS

     Sections I and III of PTCE 95-60 exempt from the application of the
prohibited transaction provisions of Sections 406(a), 406(b) and 407(a) of
ERISA and Section 4975 of the Code transactions in connection with the
servicing, management and operation of a trust (such as the Trust) in which an
insurance company general account has an interest as a result of its
acquisition of certificates issued by the trust, provided that certain
conditions are satisfied. If these conditions are met, insurance company
general accounts would be allowed to purchase certain classes of certificates
which do not meet the requirements of any of the Exemptions solely because they
(1) are


                                      101


subordinated to other classes of certificates in the trust and/or (2) have not
received a rating at the time of the acquisition in one of the four highest
rating categories from a nationally recognized statistical rating agency. All
other conditions of one of the Exemptions would have to be satisfied in order
for PTCE 95-60 to be available. Before purchasing such class of certificates,
an insurance company general account seeking to rely on Sections I and III of
PTCE 95-60 should itself confirm that all applicable conditions and other
requirements have been satisfied.

     The Small Business Job Protection Act of 1996 added a new Section 401(c)
to ERISA, which provides certain exemptive relief from the provisions of Part 4
of Title I of ERISA and Section 4975 of the Code, including the prohibited
transaction restrictions imposed by ERISA and the related excise taxes imposed
by the Code, for transactions involving an insurance company general account.
Pursuant to Section 401(c) of ERISA, the DOL has issued final regulations
providing guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets. Any assets of an insurance company general account
which support insurance policies issued to a Plan after December 31, 1998 or
issued to Plans on or before December 31, 1998 for which the insurance company
does not comply with the 401(c) Regulations may be treated as Plan assets. In
addition, because Section 401(c) does not relate to insurance company separate
accounts, separate account assets are still treated as Plan assets of any Plan
invested in such separate account. Insurance companies contemplating the
investment of general account assets in the offered certificates should consult
with their legal counsel with respect to the applicability of Section 401(c) of
ERISA.


CONSULTATION WITH COUNSEL

     Any Plan fiduciary which proposes to purchase offered certificates on
behalf of or with assets of a Plan should consider its general fiduciary
obligations under ERISA and should consult with its counsel with respect to the
potential applicability of ERISA and the Code to such investment and the
availability of any prohibited transaction exemption in connection with any
planned purchase.


TAX EXEMPT INVESTORS

     A Plan that is exempt from federal income taxation pursuant to Section 501
of the Code nonetheless will be subject to federal income taxation to the
extent that its income is "unrelated business taxable income" within the
meaning of Section 512 of the Code. All "excess inclusions" of a REMIC
allocated to a REMIC Residual Certificate held by a Plan will be considered
unrelated business taxable income and thus will be subject to federal income
tax. See "Certain Federal Income Tax Consequences--REMICs--Taxation of Owners
of REMIC Residual Certificates--Excess Inclusions".


                                LEGAL INVESTMENT

     If so specified in the related prospectus supplement, certain classes of
the offered certificates will constitute "mortgage related securities" for
purposes of SMMEA. Generally, the only classes of the offered certificates
which will qualify as "mortgage related securities" will be those that (1) are
rated in one of two highest rating categories by at least one nationally
recognized statistical rating organization; and (2) are part of a series
evidencing interests in a trust fund consisting of loans originated by certain
types of originators specified in SMMEA and secured by first liens on real
estate. The appropriate characterization of those offered certificates not
qualifying as "mortgage related securities" for purposes of SMMEA ("Non-SMMEA
Certificates") under various legal investment restrictions, and thus the
ability of investors subject to these restrictions to purchase such offered
certificates, may be subject to significant interpretive uncertainties.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Non-SMMEA Certificates constitute
legal investments for them.


                                      102


     Those Classes of offered certificates qualifying as "mortgage related
securities" will constitute legal investments for persons, trusts,
corporations, partnerships, associations, business trusts and business
entities, including depository institutions, insurance companies, trustees, and
pension funds, created pursuant to or existing under the laws of the United
States or of any state, including the District of Columbia and Puerto Rico,
whose authorized investments are subject to state regulation, to the same
extent that, under applicable law, obligations issued by or guaranteed as to
principal and interest by the United States or any of its agencies or
instrumentalities constitute legal investments for those entities.


     Under SMMEA, a number of states enacted legislation, on or before the
October 3, 1991 cutoff for those enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to
include, in relevant part, offered certificates satisfying the rating and
qualified originator requirements for "mortgage related securities," but
evidencing interests in a trust fund consisting, in whole or in part, of first
liens on one or more parcels of real estate upon which are located one or more
commercial structures, states were authorized to enact legislation, on or
before September 23, 2001, specifically referring to Section 347 and
prohibiting or restricting the purchase, holding or investment by
state-regulated entities in those types of offered certificates. Accordingly,
the investors affected by any state legislation overriding the preemptive
effect of SMMEA will be authorized to invest in offered certificates qualifying
as "mortgage related securities" only to the extent provided in that
legislation.


     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C.  Section  24 (Seventh), subject in each case to those
regulations as the applicable federal regulatory authority may prescribe. In
this connection, the OCC has amended 12 C.F.R. Part 1 to authorize national
banks to purchase and sell for their own account, without limitation as to a
percentage of the bank's capital and surplus (but subject to compliance with
certain general standards in 12 C.F.R.  Section  1.5 concerning "safety and
soundness" and retention of credit information), certain "Type IV securities,"
defined in 12 C.F.R.  Section  1.2(m) to include certain "commercial
mortgage-related securities" and "residential mortgage-related securities." As
so defined, "commercial mortgage-related security" and "residential
mortgage-related security" mean, in relevant part, "mortgage related security"
within the meaning of SMMEA, provided that, in the case of a "commercial
mortgage-related security," it "represents ownership of a promissory note or
certificate of interest or participation that is directly secured by a first
lien on one or more parcels of real estate upon which one or more commercial
structures are located and that is fully secured by interests in a pool of
loans to numerous obligors." In the absence of any rule or administrative
interpretation by the OCC defining the term "numerous obligors," no
representation is made as to whether any of the offered certificates will
qualify as "commercial mortgage-related securities," and thus as "Type IV
securities," for investment by national banks. The National Credit Union
Administration ("NCUA") has adopted rules, codified at 12 C.F.R. Part 703,
which permit federal credit unions to invest in "mortgage related securities",
other than stripped mortgage related securities (unless the credit union
complies with the requirements of 12 C.F.R.  Section  703.16(e) for investing
in those securities), residual interests in mortgage related securities, and
commercial mortgage related securities, subject to compliance with general
rules governing investment policies and practices; however, credit unions
approved for the NCUA's "investment pilot program" under 12 C.F.R.  Section
703.19 may be able to invest in those prohibited forms of securities, while
"RegFlex credit unions" may invest in commercial mortgage related securities
under certain conditions pursuant to 12 C.F.R.  Section  742.4(b)(2). The OTS
has issued Thrift Bulletin 13a


                                      103


(December 1, 1998), "Management of Interest Rate Risk, Investment Securities,
and Derivatives Activities," and Thrift Bulletin 73a (December 18, 2001),
"Investing in Complex Securities," which thrift institutions subject to the
jurisdiction of the OTS should consider before investing in any of the offered
certificates.

     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the OCC and the OTS, effective May 26, 1998, and by the NCUA,
effective October 1, 1998. That statement sets forth general guidelines which
depository institutions must follow in managing risks (including market,
credit, liquidity, operational (transaction), and legal risks) applicable to
all securities (including mortgage pass-through securities and
mortgage-derivative products) used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by those authorities before purchasing any offered certificates,
as certain series or classes may be deemed unsuitable investments, or may
otherwise be restricted, under those rules, policies or guidelines (in certain
instances irrespective of SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions
which may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any offered
certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.

     Except as to the status of certain classes of offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of the offered certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase offered certificates under
applicable legal investment restrictions. The uncertainties described above
(and any unfavorable future determinations concerning legal investment or
financial institution regulatory characteristics of the 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 of any class
or series constitute legal investments or are subject to investment, capital,
or other restrictions and, if applicable, whether SMMEA has been overridden in
any jurisdiction relevant to that investor.


                                 USE OF PROCEEDS

     The net proceeds to be received from the sale of the certificates of any
series will be applied by the depositor to the purchase of trust assets or will
be used by the depositor to cover expenses related thereto. The depositor
expects to sell the certificates from time to time, but the timing and amount
of offerings of certificates will depend on a number of factors, including the
volume of mortgage assets acquired by the depositor, prevailing interest rates,
availability of funds and general market conditions.


                             METHOD OF DISTRIBUTION

     The certificates offered hereby and by the related prospectus supplements
will be offered in series through one or more of the methods described below.
The prospectus supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to the
depositor from such sale.

     The depositor intends that offered certificates will be offered through
the following methods from time to time and that offerings may be made
concurrently through more than one of these


                                      104


methods or that an offering of the offered certificates of a particular series
may be made through a combination of two or more of these methods. Such methods
are as follows:

     1.  By negotiated firm commitment or best efforts underwriting and public
         re-offering by underwriters, which may include Banc of America
         Securities LLC, an affiliate of the depositor;

     2.  By placements by the depositor with institutional investors through
         dealers; and

     3.  By direct placements by the depositor with institutional investors.

     In addition, if specified in the related prospectus supplement, the
offered certificates of a series may be offered in whole or in part to the
seller of the related mortgage assets that would comprise the trust fund for
such certificates.

     If underwriters are used in a sale of any offered certificates (other than
in connection with an underwriting on a best efforts basis), such certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefor. Such
underwriters may be broker-dealers affiliated with the depositor whose
identities and relationships to the depositor will be as set forth in the
related prospectus supplement. The managing underwriter or underwriters with
respect to the offer and sale of offered certificates of a particular series
will be set forth on the cover of the prospectus supplement relating to such
series and the members of the underwriting syndicate, if any, will be named in
such prospectus supplement.

     In connection with the sale of offered certificates, underwriters may
receive compensation from the depositor or from purchasers of the offered
certificates in the form of discounts, concessions or commissions. Underwriters
and dealers participating in the distribution of the offered certificates may
be deemed to be underwriters in connection with such certificates, and any
discounts or commissions received by them from the depositor and any profit on
the resale of offered certificates by them may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933, as amended.

     It is anticipated that the underwriting agreement pertaining to the sale
of the offered certificates of any series will provide that the obligations of
the underwriters will be subject to certain conditions precedent, that the
underwriters will be obligated to purchase all such certificates if any are
purchased (other than in connection with an underwriting on a best efforts
basis) and that, in limited circumstances, the depositor will indemnify the
several underwriters and the underwriters will indemnify the depositor against
certain civil liabilities, including liabilities under the Securities Act of
1933, as amended, or will contribute to payments required to be made in respect
to such liabilities.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of such offering
and any agreements to be entered into between the depositor and purchasers of
offered certificates of such series.

     The depositor anticipates that the offered certificates will be sold
primarily to institutional investors. Purchasers of offered certificates,
including dealers, may, depending on the facts and circumstances of such
purchases, be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, as amended, in connection with reoffers and sales by them of
offered certificates. Holders of offered certificates should consult with their
legal advisors in this regard prior to any such reoffer or sale.

     If and to the extent required by applicable law or regulation, this
prospectus will be used by Banc of America Securities LLC in connection with
offers and sales related to market-making transactions in offered certificates
previously offered hereunder in transactions with respect to which Banc of
America Securities LLC acts as principal. Banc of America Securities LLC may
also act as agent in such transactions. Sales may be made at negotiated prices
determined at the time of sale.


                                      105



                                  LEGAL MATTERS

     Certain legal matters relating to the certificates will be passed upon for
the depositor by Cadwalader, Wickersham & Taft LLP. Certain legal matters
relating to the certificates will be passed upon for the underwriter by the
counsel described in the related prospectus supplement under "Legal Matters".
Certain federal income tax matters and other matters will be passed upon for
the depositor by Cadwalader, Wickersham & Taft LLP.


                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of
certificates, and no trust fund will engage in any business activities or have
any assets or obligations prior to the issuance of the related series of
certificates. Accordingly, no financial statements with respect to any trust
fund will be included in this prospectus or in the related prospectus
supplement. The depositor has determined that its financial statements will not
be material to the offering of any offered certificates.


                                     RATING

     It is a condition to the issuance of any class of offered certificates
that they shall have been rated not lower than investment grade, that is, in
one of the four highest rating categories, by at least one rating agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all collections on the underlying mortgage assets to
which such holders are entitled. These ratings address the structural, legal
and issuer-related aspects associated with such certificates, the nature of the
underlying mortgage assets and the credit quality of the guarantor, if any.
Ratings on mortgage pass-through certificates do not represent any assessment
of the likelihood of principal prepayments by borrowers or of the degree by
which such prepayments might differ from those originally anticipated. As a
result, certificateholders might suffer a lower than anticipated yield, and, in
addition, holders of Stripped Interest Certificates might, in extreme cases
fail to recoup their initial investments. Furthermore, ratings on mortgage
pass-through certificates do not address the price of such certificates or the
suitability of such certificates to the investor.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning
rating organization. Each security rating should be evaluated independently of
any other security rating.


                              AVAILABLE INFORMATION

     The depositor has filed with the Securities and Exchange Commission a
Registration Statement (of which this prospectus forms a part) under the
Securities Act of 1933, as amended, with respect to the offered certificates.
This prospectus and the prospectus supplement relating to each series of
offered certificates contain summaries of the material terms of the documents
referred to in this prospectus or in such prospectus supplement, but do not
contain all of the information set forth in the Registration Statement pursuant
to the rules and regulations of the Commission. For further information,
reference is made to such Registration Statement and the exhibits thereto. Such
Registration Statement and exhibits can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at its
Public Reference Section, 450 Fifth Street, N.W., Washington, D.C. 20549, and
at its Midwest Regional Offices located as follows: Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661-2511. 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.

     No dealer, salesman, or other person has been authorized to give any
information, or to make any representations, other than those contained in this
prospectus or any related prospectus supplement, and, if given or made, such
information or representations must not be relied upon as


                                      106


having been authorized by the depositor or any other person. Neither the
delivery of this prospectus or any related prospectus supplement nor any sale
made under this prospectus or any related prospectus supplement shall under any
circumstances create an implication that there has been no change in the
information in this prospectus since the date of this prospectus or in such
prospectus supplement since the date of the prospectus supplement. This
prospectus and any related prospectus supplement are not an offer to sell or a
solicitation of an offer to buy any security in any jurisdiction in which it is
unlawful to make such offer or solicitation.

     The master servicer, the trustee or another specified person will cause to
be provided to registered holders of the offered certificates of each series
periodic unaudited reports concerning the related trust fund. If beneficial
interests in a class or series of offered certificates are being held and
transferred in book-entry format through the facilities of The DTC as described
in this prospectus, then unless otherwise provided in the related prospectus
supplement, such reports will be sent on behalf of the related trust fund to a
nominee of DTC as the registered holder of the offered certificates. Conveyance
of notices and other communications by DTC to its participating organizations,
and directly or indirectly through such participating organizations to the
beneficial owners of the applicable offered certificates, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. See "Description of the Certificates--
Reports to Certificateholders" and "--Book-Entry Registration and Definitive
Certificates".

     The depositor will file or cause to be filed with the Securities and
Exchange Commission such periodic reports with respect to each trust fund as
are required under the Securities Exchange Act of 1934 and the rules and
regulations of the Securities and Exchange Commission. The depositor intends to
make a written request to the staff of the Securities and Exchange Commission
that the staff either (1) issue an order pursuant to Section 12(h) of the
Securities Exchange Act of 1934, as amended, exempting the depositor from
certain reporting requirements under the Securities Exchange Act of 1934, as
amended, with respect to each trust fund or (2) state that the staff will not
recommend that the Commission take enforcement action if the depositor fulfills
its reporting obligations as described in its written request. If such request
is granted, the depositor will file or cause to be filed with the Securities
and Exchange Commission as to each trust fund the periodic unaudited reports to
holders of the offered certificates referenced in the preceding paragraph;
however, because of the nature of the trust funds, it is unlikely that any
significant additional information will be filed. In addition, because of the
limited number of certificateholders expected for each series, the depositor
anticipates that a significant portion of such reporting requirements will be
permanently suspended following the first fiscal year for the related trust
fund.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

     The depositor hereby incorporates by reference all documents and reports
filed or caused to be filed by the depositor with respect to a trust fund
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the termination of an offering of offered
certificates evidencing interests in that trust fund. The depositor will
provide or cause to be provided without charge to each person to whom this
prospectus is delivered in connection with the offering of one or more classes
of offered certificates, upon written or oral request of such person, a copy of
any or all documents or reports incorporated in this prospectus by reference,
in each case to the extent such documents or reports relate to one or more of
such classes of such offered certificates, other than the exhibits to such
documents (unless such exhibits are specifically incorporated by reference in
such documents). Such requests to the depositor should be directed in writing
to its principal executive offices at 214 North Tryon Street, Charlotte, North
Carolina 28255, or by telephone at (704) 386-8509.


                                      107



                                   GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus.

     "401(c) Regulations" means those regulations issued by the DOL which
provide guidance for the purpose of determining, in cases where insurance
policies supported by an insurer's general account are issued to or for the
benefit of a Plan on or before December 31, 1998, which general account assets
constitute Plan assets.

     "Accrued Certificate Interest" means for each Distribution Date an amount
equal to interest at the applicable pass-through rate accrued for a specified
period (generally the most recently ended calendar month) on the outstanding
Certificate Balance of such class of certificates immediately prior to such
Distribution Date.

     "Accrual Certificates" means one or more classes of certificates that may
not be entitled to distributions of interest until the occurrence of certain
events, such as the retirement of one or more other classes of certificates.

     "ADA" means the Americans with Disabilities Act of 1990, as amended.

     "Available Distribution Amount" means unless otherwise provided in the
related prospectus supplement for any series of certificates and any
Distribution Date the total of all payments or other collections (or advances
in lieu of such collections and advances) on, under or in respect of the
mortgage assets and any other assets included in the related trust fund that
are available for distribution to the holders of certificates of such series on
such date.

     "Bankruptcy Code" means the U.S. Bankruptcy Code.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "Certificate Account" means for the trust fund one or more established and
maintained on behalf of the certificateholders into which all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund will be deposited to the extent described this
prospectus and the related prospectus supplement.

     "Certificate Balance" means the initial stated principal amount of each
individual class of certificates for a given series other than real estate
mortgage investment conduit residual certificates or certain classes of
stripped interest certificates.

     "Certificate Owner" means the actual purchaser of a book-entry
certificate.

     "Closing Date" means date of the initial issuance of the certificates of a
given series.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commercial Property" means office buildings, retail stores and
establishments, hotels or motels, nursing homes, hospitals or other health
care-related facilities, recreational vehicle and mobile home parks, warehouse
facilities, mini-warehouse facilities, self-storage facilities, industrial
plants, parking lots, entertainment or sports arenas, restaurants, marinas,
mixed use or various other types of income-producing properties or unimproved
land comprising some or all of the mortgaged properties included in the trust
fund.

     "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

     "Companion Class" means one or more classes of certificate where
distributions of principal with respect to one or more other classes of
certificates may be contingent on the specified principal payment schedule for
a Controlled Amortization Class of the same series and the rate at which
payments and other collections of principal on the mortgage assets in the
related trust fund are received.

     "Controlled Amortization Class" means one or more classes of certificates
where distributions of principal may be made, subject to available funds, based
on a specified principal payment schedule.


                                      108



     "CPR" means the constant prepayment rate model representing an assumed
constant rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding principal balance of a pool of mortgage loans
for the life of such mortgage loans.

     "Cut-off Date" means the specified date initial aggregate outstanding
principal balance of the related mortgage assets as of a specified date.

     "Debt Service Coverage Ratio" means at any given time for a mortgage loan
      the ratio of--

     o   the Net Operating Income derived from the related mortgaged property
         for a twelve-month period to

     o   the annualized scheduled payments of principal and/or interest on the
         mortgage loan and any other loans senior to it that are secured by the
         related mortgaged property.

     "Determination Date" means the date upon which that all scheduled payments
on the mortgage loans in the trust fund are received or advanced by the master
servicer, special servicer or other specified person will be distributed to
certificateholders of the related series on the next succeeding Distribution
Date.

     "Direct Participant" means the securities brokers and dealers, banks,
trust companies and clearing corporations and may include certain other
organizations that maintain accounts with DTC.

     "Distribution Date" means the date as described in the prospectus
supplement upon which distributions on or with respect to the certificates will
be made.

     "DOL" means the United States Department of Labor.

     "DTC" means The Depository Trust Company.

     "Due Date" means a specified date upon which scheduled payments of
interest, principal or both are to be made under a mortgage loan and may occur
monthly, quarterly, semi-annually or annually.

     "Due Period" means a specified time period (generally corresponding in
length to the period between Distribution Dates).

     "Equity Participation" means a provision under a mortgage loan that
entitles the lender to a share of appreciation of the related mortgaged
property, or profits realized from the operation or disposition of such
mortgaged property or the benefit, if any, resulting from the refinancing of
the mortgage loan.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Excess Funds" means in general that portion of the amounts distributable
in respect of the certificates of any series on any Distribution Date that
represent--

     o   interest received or advanced on the mortgage assets in the trust fund
         that is in excess of the interest currently accrued on the certificates
         of such series; or

     o   Prepayment Premiums, payments from Equity Participations or any other
         amounts received on the mortgage assets in the trust fund that do not
         constitute payments of interest or principal.

     "Exchange Act" means the Securities Exchange Act of 1934, as amended.

     "Fannie Mae" means Federal National Mortgage Association.

     "Freddie Mac" means Federal Home Loan Mortgage Corporation.

     "Garn Act" means the Garn-St Germain Depository Institutions Act of 1982.

     "Ginnie Mae" means Governmental National Mortgage Association.

     "Grantor Trust Certificates" means certificates in a trust treated as a
grantor trust under applicable provisions of the Code.


                                      109


     "Grantor Trust Fractional Interest Certificate" means a Grantor Trust
Certificate representing an undivided equitable ownership interest in the
principal of the mortgage loans constituting the related Grantor Trust Fund,
together with interest at a pass-through rate.

     "Grantor Trust Fund" means that portion of the trust fund as to which no
REMIC election has been made.

     "Grantor Trust Strip Certificate" means a Grantor Trust Certificate
representing ownership of all or a portion of the difference between interest
paid on the mortgage loans constituting the related Grantor Trust Fund (net of
normal administration fees) and interest paid to the holders of Grantor Trust
Fractional Interest Certificates issued with respect to such Grantor Trust
Fund.

     "Indirect Participant" means those banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly.

     "Insurance and Condemnation Proceeds" means proceeds applied to the
restoration of a mortgaged property or released to the related borrower in
connection with the full or partial condemnation of such mortgaged property.

     "IRS" means the Internal Revenue Service.

     "Issue Premium" means, in the case of a class of REMIC Regular
Certificates issued at a price in excess of the stated redemption price of that
class, the amount of such excess.

     "Liquidation Proceeds" means all proceeds received under any hazard, title
or other insurance policy (other than Insurance and Condemnation Proceeds) and
all other amounts received and retained in connection with the liquidation of
defaulted mortgage loans or property acquired in respect of such defaulted
mortgage loans, by foreclosure or otherwise.

     "Loan-to-Value Ratio" means for a mortgage loan the ratio (expressed as a
percentage) of--

     o   the then outstanding principal balance of the mortgage loan and any
         other loans senior that are secured by the related mortgaged property
         to

     o   its fair market value as determined by an appraisal of such property
         conducted by or on behalf of the originator in connection with the
         origination of the mortgage loan.

     "Lock-out Period" means the period in which prepayments are prohibited
under a mortgage loan.

     "MBS" means mortgage participations, pass-through certificates or other
mortgage-backed securities that may comprise the assets of the trust fund.

     "MERS" means Mortgage Electronic Registration Systems, Inc.

     "Mortgage Asset Seller" means the entity from whom the depositor purchased
a mortgage asset either directly or indirectly, included in the trust fund. The
Mortgage Asset Seller may or may not be the originator of the related mortgage
loan or the issuer of the MBS and may be an affiliate of the depositor.

     "Mortgage Rate" means the rate at which a mortgage loan accrues interest
which may be fixed over its term or that adjusts from time to time, converted
at the borrower's election from an adjustable to a fixed rate, or from a fixed
to an adjustable rate.

     "Multifamily Properties" means residential properties consisting of five
or more rental or cooperatively-owned dwelling units in high-rise, mid-rise or
garden apartment buildings or other residential structures comprising some or
all of the mortgaged properties included in the trust fund.

     "Net Operating Income" means for any given period, the total operating
revenues derived from a mortgaged property during such period, minus the total
operating expenses incurred in respect of such mortgaged property during such
period other than--

     o   noncash items such as depreciation and amortization;

     o   capital expenditures; and


                                      110


     o   debt service on the related mortgage loan or on any other loans that
         are secured by such mortgaged property.

     "NCUA" means the National Credit Union Administration.

     "Notional Amount" means the amount upon which a Stripped Interest
Certificate is calculated to accrue interest which is either--

     o   based on the principal balances of some or all of the mortgage assets
         in the related trust fund; or

     o   equal to the Certificate Balances of one or more other classes of
         certificates of the same series.

     "OCC" means the Office of the Comptroller of the Currency.

     "OID Regulations" means the Treasury Department regulations issued under
Sections 1271-1273 and 1275 of the Code.

     "OTS" means the Office of Thrift Supervision.

     "Parties in Interest" means "parties in interest" as defined in ERISA and
"disqualified person" as defined in Section 4975 of the Code.

     "Percentage Interest" means the undivided percentage interest represented
by an offered certificate of a particular class which will be equal to the
percentage obtained by dividing the initial principal balance or notional
amount of such certificate by the initial Certificate Balance or Notional
Amount of such class.

     "Permitted Investments" means government securities and other obligations
that are acceptable to each rating agency that has rated any one or more
classes of certificates of the related series into which funds from the
Certificate Account may be invested.

     "Plan" means retirement plans, and on certain other employee benefit plans
and arrangements, including individual retirement accounts, individual
retirement annuities, Keogh plans and collective investment funds and separate
accounts (and as applicable, insurance company general accounts) in which such
plans, accounts or arrangements are invested that are subject to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code.

     "Plan Asset Regulations" means Section 2510.3-101 of the regulations
issued by the DOL, concerning what constitutes assets of a Plan.

     "Pooling and Servicing Agreement" means pooling and servicing agreement or
other agreement specified in the related prospectus supplement pursuant to
which certificates of each series will be issued.

     "Prepayment Assumption" means the prepayment assumption used in reporting
original issue discount for each series of REMIC Regular Certificates or, if
applicable, Grantor Trust Certificates, as disclosed in the related prospectus
supplement.

     "Prepayment Interest Shortfall" means the result when a prepayment on any
mortgage loan is distributable to certificateholders on a particular
Distribution Date, but such prepayment is not accompanied by interest thereon
to the Due Date for such mortgage loan in the related Due Period, then the
interest charged to the borrower (net of servicing and administrative fees) may
be less than the corresponding amount of interest accrued and otherwise payable
on the certificates of the related series.

     "Prepayment Premium" means the payment of any premium or yield maintenance
charge in connection with certain prepayments under a mortgage loan.

     "PTCE 95-60" means Prohibited Transaction Class Exemption 95-60.

     "Purchase Price" means the price as specified in the prospectus supplement
at which a Mortgage Asset Seller will be required to repurchase a mortgage loan
under the conditions set forth in the prospectus supplement.


                                      111


     "Record Date" means last business day of the month preceding the month in
which the applicable Distribution Date occurs.

     "Relief Act" means the Servicemembers Relief Act.

     "REMIC" means a real estate mortgage investment conduit, within the
meaning of, and formed in accordance with, the REMIC Provisions of the Code.

     "REMIC Certificates" means certificates representing interests in a trust
fund, or a portion of the trust fund, that the REMIC administrator will elect
to have treated as REMIC.

     "REMIC Provisions" means Sections 860A through 860G of the Code.

     "REMIC Regular Certificates" means certificates evidencing or constituting
ownership of "regular interests" in the trust fund or a designated portion of
the trust under the REMIC Provisions.

     "REMIC Regulations" means the Treasury Department regulations issued under
the REMIC Provisions.

     "REMIC Residual Certificateholder" means the holder of a REMIC Residual
Certificate.

     "REMIC Residual Certificates" means certificates evidencing or
constituting ownership of "residual interests" in the trust or a designated
portion of the trust under the REMIC Provisions.

     "REO Properties" means mortgaged properties acquired on behalf of the
trust fund through foreclosure, deed-in-lieu of foreclosure or otherwise.

     "RICO" means the Racketeer Influenced and Corrupt Organizations statute.

     "Senior Certificates" means certificates in a given series that are senior
to one or more other classes of certificates in entitlement to certain
distributions;

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SPA" means the standard prepayment assumption representing an assumed
variable rate of prepayment each month (expressed as an annual percentage)
relative to the then outstanding principal balance of a pool of mortgage loans.


     "Stripped Interest Certificate" means those certificates entitled to
distributions of interest, with disproportionate, nominal or no distributions
of principal.

     "Stripped Principal Certificate" means entitled to distributions of
principal, with disproportionate, nominal or no distributions of interest;

     "Subordinate Certificates" means certificates in a given series that are
subordinate to one or more other classes of certificates in entitlement to
certain distributions;

     "Tiered REMIC" means designated portions of the trust fund treated as two
or more REMICs.

     "Treasury Department" means the United States Treasury Department.

     "UCC" means for any jurisdiction the Uniform Commercial Code as in effect
in that jurisdiction.

     "U.S. Person" means--

     o   a citizen or resident of the United States;

     o   a corporation or partnership created or organized in, or under the laws
         of, the United States, any state or the District of Columbia, including
         an entity treated as a corporation or partnership for federal income
         tax purposes;

     o   an estate whose income is subject to United States federal income tax
         purposes regardless of the source of its income; or

     o   a trust as to which--

         1.  a court in the United States is able to exercise primary
             supervision over the administration of the trust, and


                                      112


         2.  one or more United States persons have the authority to control all
             substantial decisions of the trust.


     In addition, to the extent provided in the Treasury Department
regulations, a trust will be a U.S. Person if it was in existence on August 20,
1996 and it elected to be treated as a U.S. Person.


     "Voting Rights" means the voting rights evidenced by each series of
certificates.


     "Warranting Party" means a party that makes certain representations and
warranties regarding the mortgage loans.


                                      113
























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                          NOTES CONCERNING INFORMATION
                            PRESENTED IN THE ATTACHED
                                COMPUTER DISKETTE

This diskette contains a spreadsheet file that can be put on a user-specified
hard drive or network drive. The file is "BACM 2005_3.xls". The file "BACM
2005_3.xls" is a Microsoft Excel(1) spreadsheet. The file provides, in
electronic format, certain loan level information shown in ANNEXES A and B of
the Prospectus Supplement.

Open the file as you would normally open any spreadsheet in Microsoft Excel.
After the file is opened, a securities law legend will be displayed. READ THE
LEGEND CAREFULLY. To view data in ANNEXES A and B, "click" on the worksheet
labeled "ANNEX A" or "ANNEX B", as applicable.

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

(1)   Microsoft Excel is a registered trademark of Microsoft Corporation.





================================================================================

YOU SHOULD RELY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION.

     WE ARE NOT OFFERING THE CERTIFICATES IN ANY STATE WHERE THE OFFER IS NOT
PERMITTED.

     WE DO NOT CLAIM THE ACCURACY OF THE INFORMATION IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS AS OF ANY DATE OTHER THAN THE DATES
STATED ON THEIR RESPECTIVE COVERS.

     DEALERS WILL DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROS-PECTUS WHEN ACTING AS UNDERWRITERS OF THE CERTIFICATES AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. IN ADDITION, ALL DEALERS SELLING THE
CERTIFICATES WILL DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING
PROSPECTUS UNTIL OCTOBER [ ], 2005.

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

                               TABLE OF CONTENTS

                                                             PAGE
                                                            ------

                          PROSPECTUS SUPPLEMENT

Table of Contents .........................................   S-3
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
Description of the Mortgage Pool ..........................  S-77
Servicing of the Mortgage Loans ...........................  S-105
Description of the Certificates ...........................  S-121
The Trustee and the Fiscal Agent ..........................  S-151
Yield and Maturity Considerations .........................  S-152
Use of Proceeds ...........................................  S-163
Certain Federal Income Tax Consequences ...................  S-163
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 ...................................................   A-1
ANNEX B ...................................................   B-1
ANNEX C ...................................................   C-1
ANNEX D ...................................................   D-1
ANNEX E ...................................................   E-1
ANNEX F ...................................................   F-1

                                  PROSPECTUS

Summary of Prospectus .....................................     6
Risk Factors ..............................................    11
Prospectus Supplement .....................................    18
Capitalized Terms Used in this Prospectus .................    19
Description of the Trust Funds ............................    20
Yield and Maturity Considerations .........................    26
The Depositor .............................................    31
Description of the Certificates ...........................    31
The Pooling and Servicing Agreements ......................    39
Description of Credit Support .............................    57
Certain Legal Aspects of Mortgage Loans ...................    60
Certain Federal Income Tax Consequences ...................    72
State and Other Tax Consequences ..........................   100
Certain ERISA Considerations ..............................   100
Legal Investment ..........................................   102
Use of Proceeds ...........................................   104
Method of Distribution ....................................   104
Legal Matters .............................................   106
Financial Information .....................................   106
Rating ....................................................   106
Available Information .....................................   106
Incorporation of Certain Information by Reference .........   107
Glossary ..................................................   108

===============================================================================





===============================================================================

                                 $1,969,251,000
                                  (APPROXIMATE)




                                 BANC OF AMERICA
                            COMMERCIAL MORTGAGE INC.
                                    DEPOSITOR


                 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


                                 BANC OF AMERICA
                            COMMERCIAL MORTGAGE INC.
                               COMMERCIAL MORTGAGE
                           PASS-THROUGH CERTIFICATES,
                                  SERIES 2005-3





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

                              PROSPECTUS SUPPLEMENT

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

                        BANC OF AMERICA SECURITIES LLC
                           BEAR, STEARNS & CO. INC.
                                BARCLAYS CAPITAL
                              GOLDMAN, SACHS & CO.
                             RBS GREENWICH CAPITAL




                                 JUNE   , 2005

================================================================================