The information in this preliminary prospectus supplement is not complete and
may be changed. This preliminary prospectus supplement 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.

SUBJECT TO COMPLETION, DATED AUGUST 5, 2005
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED AUGUST 5, 2005)


                         $1,578,460,000 (APPROXIMATE)

             J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.
                                   Depositor

        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-LDP3
                           JPMORGAN CHASE BANK, N.A.
                       LASALLE BANK NATIONAL ASSOCIATION
                         NOMURA CREDIT & CAPITAL, INC.

                             Mortgage Loan Sellers

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

     J.P. Morgan Chase Commercial Mortgage Securities Corp. is offering certain
classes of the Series 2005-LDP3 Commercial Mortgage Pass-Through Certificates,
which represent the beneficial ownership interests in a trust. The trust's
assets will primarily be 240 fixed rate mortgage loans secured by first liens
on 253 commercial, multifamily and manufactured housing community properties
and are generally the sole source of payments on the Series 2005-LDP3
certificates. The Series 2005-LDP3 certificates are not obligations of J.P.
Morgan Chase Commercial Mortgage Securities Corp., the mortgage loan sellers or
any of their respective affiliates, and neither the Series 2005-LDP3
certificates nor the underlying mortgage loans are insured or guaranteed by any
governmental agency or any other person or entity.

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

<TABLE>

                        INITIAL CLASS        INITIAL                           ASSUMED                                RATED
                         CERTIFICATE         APPROX.      PASS-THROUGH          FINAL             EXPECTED            FINAL
                         BALANCE OR       PASS-THROUGH        RATE           DISTRIBUTION          RATINGS        DISTRIBUTION
                     NOTIONAL AMOUNT(1)       RATE         DESCRIPTION         DATE(2)        (MOODY'S/S&P)(3)       DATE(2)
- --------------------------------------------------------------------------------------------------------------------------------

Class A-1..........    $   64,767,000               %         Fixed         May 15, 2010           Aaa/AAA      August 15, 2042
Class A-2..........    $  242,543,000               %         Fixed       August 15, 2010          Aaa/AAA      August 15, 2042
Class A-3..........    $  269,597,000               %          (4)          May 15, 2013           Aaa/AAA      August 15, 2042
Class A-4A ........    $  567,891,000               %          (4)         July 15, 2015           Aaa/AAA      August 15, 2042
Class A-4B ........    $   56,128,000               %          (4)         July 15, 2015           Aaa/AAA      August 15, 2042
Class A-4FL .......    $   25,000,000    LIBOR+     %      Floating(6)     July 15, 2015           Aaa/AAA      August 15, 2042
Class A-SB ........    $  100,731,000               %          (4)       February 15, 2015         Aaa/AAA      August 15, 2042
Class X-2..........    $2,030,476,000               %      Variable(9)    August 15, 2012          Aaa/AAA      August 15, 2042
Class A-J .........    $  155,754,000               %          (4)        August 15, 2015          Aaa/AAA      August 15, 2042
Class B ...........    $   38,939,000               %          (4)        August 15, 2015          Aa2/AA       August 15, 2042
Class C ...........    $   18,171,000               %          (4)        August 15, 2015          Aa3/AA-      August 15, 2042
Class D ...........    $   38,939,000               %          (4)        August 15, 2015           A2/A        August 15, 2042
</TABLE>

(Footnotes to table on page S-6)
- --------------------------------------------------------------------------------
     YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS BEGINNING ON PAGE S-35 OF
THIS PROSPECTUS SUPPLEMENT AND PAGE 9 OF THE PROSPECTUS.

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

The certificates will represent interests in the trust fund only. They will not
represent interests in or obligations of the depositor, any of its affiliates or
any other entity.
- --------------------------------------------------------------------------------

     THE SECURITIES AND EXCHANGE COMMISSION AND STATE REGULATORS HAVE NOT
APPROVED OR DISAPPROVED OF THE OFFERED CERTIFICATES OR PASSED UPON THE ADEQUACY
OR ACCURACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. J.P MORGAN CHASE
COMMERCIAL MORTGAGE SECURITIES CORP. WILL NOT LIST THE OFFERED CERTIFICATES ON
ANY SECURITIES EXCHANGE OR ON ANY AUTOMATED QUOTATION SYSTEM OF ANY SECURITIES
ASSOCIATION.

     THE UNDERWRITERS, J.P. MORGAN SECURITIES INC., ABN AMRO INCORPORATED,
NOMURA SECURITIES INTERNATIONAL, INC. AND CREDIT SUISSE FIRST BOSTON LLC WILL
PURCHASE THE OFFERED CERTIFICATES FROM J.P. MORGAN CHASE COMMERCIAL MORTGAGE
SECURITIES CORP. AND WILL OFFER THEM TO THE PUBLIC AT NEGOTIATED PRICES, PLUS,
IN CERTAIN CASES, ACCRUED INTEREST, DETERMINED AT THE TIME OF SALE. J.P. MORGAN
SECURITIES INC., ABN AMRO INCORPORATED AND NOMURA SECURITIES INTERNATIONAL,
INC. ARE ACTING AS CO-LEAD MANAGERS FOR THIS OFFERING AND CREDIT SUISSE FIRST
BOSTON LLC IS ACTING AS CO-MANAGER FOR THIS OFFERING. J.P. MORGAN SECURITIES
INC. AND NOMURA SECURITIES INTERNATIONAL, INC. ARE ACTING AS JOINT BOOKRUNNERS
FOR THIS OFFERING IN THE FOLLOWING MANNER:
NOMURA SECURITIES INTERNATIONAL, INC. IS ACTING AS SOLE BOOKRUNNER WITH RESPECT
TO 51.7% OF THE CLASS A-4A CERTIFICATES. J.P. MORGAN SECURITIES INC. IS ACTING
AS SOLE BOOKRUNNER WITH RESPECT TO THE REMAINDER OF THE CLASS A-4A CERTIFICATES
AND ALL OTHER CLASSES OF OFFERED CERTIFICATES.

     THE UNDERWRITERS EXPECT TO DELIVER THE OFFERED CERTIFICATES TO PURCHASERS
IN BOOK-ENTRY FORM ONLY THROUGH THE FACILITIES OF THE DEPOSITORY TRUST COMPANY
IN THE UNITED STATES AND CLEARSTREAM BANKING, SOCIeTe ANONYME AND EUROCLEAR
BANK, AS OPERATOR OF THE EUROCLEAR SYSTEM, IN EUROPE, AGAINST PAYMENT IN NEW
YORK, NEW YORK ON OR ABOUT AUGUST 24, 2005. WE EXPECT TO RECEIVE FROM THIS
OFFERING APPROXIMATELY    % OF THE INITIAL AGGREGATE PRINCIPAL BALANCE OF THE
OFFERED CERTIFICATES, PLUS (EXCEPT WITH RESPECT TO THE CLASS A-4FL
CERTIFICATES) ACCRUED INTEREST FROM AUGUST 1, 2005, BEFORE DEDUCTING EXPENSES
PAYABLE BY US.

JPMORGAN                      ABN AMRO INCORPORATED                       NOMURA
                           CREDIT SUISSE FIRST BOSTON


AUGUST 5, 2005




            J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-LDP3

[MAP OF THE UNITED STATES OMITTED]

WASHINGTON
3 properties
$7,263,375
0.3% of total

IDAHO
2 properties
$10,293,174
0.5% of total

MISSOURI
1 property
$7,250,000
0.3% of total

MINNESOTA
2 properties
$7,798,515
0.4% of total

ILLINOIS
7 properties
$25,115,791
1.2% of total

WISCONSIN
3 properties
$12,091,120
0.6% of total

INDIANA
6 properties
$16,868,534
0.8% of total

MICHIGAN
10 properties
$157,188,217
7.6% of total

OHIO
12 properties
$47,995,773
2.3% of total

PENNSYLVANIA
4 properties
$21,478,284
1.0% of total

NEW YORK
10 properties
$119,708,086
5.8% of total

NEW HAMPSHIRE
1 property
$1,525,000
0.1% of total

MASSACHUSETTS
2 properties
$82,500,00
4.0% of total

CONNECTICUT
7 properties
$211,788,037
10.2% of total

RHODE ISLAND
1 property
$63,300,000
0.3% of total

NEW JERSEY
3 properties
$24,739,523
1.2% of total

MARYLAND
2 properties
$50,900,000
2.5% of total

VIRGINIA
3 properties
$17,547,291
0.8% of total

NORTH CAROLINA
8 properties
$21,055,800
1.0% of total

SOUTH CAROLINA
7 properties
$22,214,108
1.1% of total

GEORGIA
8 properties
$53,206,206
2.6% of total

FLORIDA
18 properties
$195,083,764
9.4% of total

KENTUCKY
5 properties
$18,736,953
0.9% of total

TENNESSEE
2 properties
$8,798,117
0.4% of total

ALABAMA
2 properties
$3,790,037
0.2% of total

MISSISSIPPI
2 properties
$17,715,565
0.6% of total

LOUISIANA
5 properties
$19,793,806
1.0% of total

OKLAHOMA
8 properties
$45,550,652
2.2% of total

TEXAS
22 properties
$231,213,465
11.1% of total

KANSAS
1 property
$4,096,262
0.2% of total

COLORADO
9 properties
$65,040,940
3.1% of total

ARIZONA
7 properties
$37,914,323
1.8% of total

NEVADA
5 properties
$34,480,979
1.7% of total

CALIFORNIA
61 properties
$447,792,814
21.6% of total

UTAH
1 property
$1,538,564
0.5% of total

OREGON
1 property
$11,300,000
0.5% of total

ALASKA
1 property
$10,900,000
0.5% of total

HAWAII
1 property
$3,150,000
0.2% of total


[ ] < 1.0% Cut-off Date Balance

[ ] 1.0% - 9.99% Cut-off Date Balance

[ ] >= 10.0% Cut-off Date Balance



                      [2 Photos of the Sikes Senter Omitted]
Sikes Senter                                                   Wichita Falls, TX






         [Photo of the Four Seasons Boston Omitted]
Four Seasons Boston                           Boston, MA






                                                    [Photo Omitted]
                                        New Center One Building      Detroit, MI






         [2 Photos of the Universal Hotel Portfolio properties Omitted]
Universal Hotel Portfolio                                            Orlando, FL




               [2 Photos of the Shoppes at Buckland Hills Omitted]
The Shoppes at Buckland Hills                                     Manchester, CT






[Photo of the RREEF-Pacific Center Omitted]          [Photo Omitted]
RREEF - Pacific Center    San Diego, CA     Lowe's Aliso Viejo   Aliso Viejo, CA






                   [Photo of the LXP-Nissan property Omitted]
LXP-Nissan                                                            Irving, TX


             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 contained in this prospectus
supplement.

     You should rely only on the information contained in this prospectus
supplement and the 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 contained 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-LDP3 certificates and the trust in abbreviated form:

     Summary of Certificates, commencing on page S-6 of this prospectus
supplement, which sets forth important statistical information relating to the
Series 2005-LDP3 certificates;

     Summary of Terms, commencing on page S-8 of this prospectus supplement,
which gives a brief introduction of the key features of the Series 2005-LDP3
certificates and a description of the underlying mortgage loans; and

     Risk Factors, commencing on page S-35 of this prospectus supplement, which
describe risks that apply to the Series 2005-LDP3 certificates which are in
addition to those described in the 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
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
"Index of Principal Definitions" commencing on page S-192 of this prospectus
supplement. The capitalized terms used in the prospectus are defined on the
pages indicated under the caption "Index of Defined Terms" commencing on page
107 of the prospectus.

     In this prospectus supplement, the terms "Depositor," "we," "us" and "our"
refer to J.P. Morgan Chase Commercial Mortgage Securities Corp.


                                      S-2


                               TABLE OF CONTENTS


                                                 PAGE
                                                 ----
SUMMARY OF CERTIFICATES ......................   S-6
SUMMARY OF TERMS .............................   S-8
RISK FACTORS .................................   S-35
   Geographic Concentration Entails
      Risks ..................................   S-35
   Certain State-Specific Considerations .....   S-36
   Risks to the Mortgaged Properties
      Relating to Terrorist Attacks and
      Foreign Conflicts ......................   S-36
   Risks Relating to Mortgage Loan
      Concentrations .........................   S-37
   Risks Relating to Enforceability of
      Cross-Collateralization ................   S-38
   The Borrower's Form of Entity
      May Cause Special Risks ................   S-39
   Ability to Incur Other Borrowings
      Entails Risk ...........................   S-40
   Borrower May Be Unable to Repay
      Remaining Principal Balance on
      Maturity Date or Anticipated
      Repayment Date .........................   S-43
   Commercial and Multifamily Lending
      Is Dependent Upon Net Operating
      Income .................................   S-44
   Tenant Concentration Entails Risk .........   S-45
   Mortgaged Properties Leased to
      Multiple Tenants Also Have Risks .......   S-46
   Certain Additional Risks Relating to
      Tenants ................................   S-46
   Risks Related to Redevelopment and
      Renovation at the Mortgaged
      Properties .............................   S-48
   Mortgaged Properties Leased to
      Borrowers or Borrower Affiliated
      Entities Also Have Risks ...............   S-48
   Tenant Bankruptcy Entails Risks ...........   S-49
   Mortgage Loans Are Nonrecourse and
      Are Not Insured or Guaranteed ..........   S-49
   Retail Properties Have Special Risks ......   S-49
   Hotel Properties Have Special Risks .......   S-51
   Risks Relating to Affiliation with a
      Franchise or Hotel Management
      Company ................................   S-51
   Office Properties Have Special Risks ......   S-52
   Multifamily Properties Have Special
      Risks ..................................   S-53
   Industrial Properties Have Special
      Risks ..................................   S-55
   Self Storage Properties Have Special
      Risks ..................................   S-56
   Lack of Skillful Property Management
      Entails Risks ..........................   S-56
   Some Mortgaged Properties May Not
      Be Readily Convertible to
      Alternative Uses .......................   S-56
   Condominium Ownership May Limit
      Use and Improvements ...................   S-57
   Property Value May Be Adversely
      Affected Even When Current
      Operating Income Is Not ................   S-57
   Mortgage Loans Secured by Leasehold
      Interests May Expose Investors to
      Greater Risks of Default and Loss ......   S-58
   Limitations of Appraisals .................   S-59
   Your Lack of Control Over the Trust
      Fund Can Create Risks ..................   S-59
   Potential Conflicts of Interest ...........   S-59
   Special Servicer May Be Directed to
      Take Actions ...........................   S-61
   Bankruptcy Proceedings Entail Certain
      Risks ..................................   S-62
   Risks Relating to Prepayments and
      Repurchases ............................   S-63
   Optional Early Termination of the
      Trust Fund May Result in an Adverse
      Impact on Your Yield or May Result
      in a Loss ..............................   S-65
   Sensitivity to LIBOR and Yield
      Considerations .........................   S-65
   Risks Relating to the Swap Contract .......   S-66
   Mortgage Loan Sellers May Not Be
      Able to Make a Required
      Repurchase or Substitution of a
      Defective Mortgage Loan ................   S-67
   Risks Relating to Enforceability of
      Yield Maintenance Charges,
      Prepayment Premiums or
      Defeasance Provisions ..................   S-67
   Risks Relating to Borrower Default ........   S-68
   Risks Relating to Interest on Advances
      and Special Servicing Compensation......   S-68
   Risks of Limited Liquidity and Market
      Value ..................................   S-68
   Different Timing of Mortgage Loan
      Amortization Poses Certain Risks .......   S-69

                                      S-3



                                                PAGE
                                                ----
   Subordination of Subordinate Offered
      Certificates ..........................   S-69
   Limited Information Causes
      Uncertainty ...........................   S-69
   Environmental Risks Relating to the
      Mortgaged Properties ..................   S-69
   Tax Considerations Relating to
      Foreclosure ...........................   S-71
   Risks Associated with One Action
      Rules .................................   S-71
   Risks Relating to Enforceability .........   S-71
   Potential Absence of Attornment
      Provisions Entails Risks ..............   S-72
   Property Insurance May Not Be
      Sufficient ............................   S-72
   Zoning Compliance and Use
      Restrictions May Adversely Affect
      Property Value ........................   S-75
   Risks Relating to Costs of Compliance
      with Applicable Laws and
      Regulations ...........................   S-75
   No Reunderwriting of the Mortgage
      Loans .................................   S-76
   Litigation or Other Legal Proceedings
      Could Adversely Affect the
      Mortgage Loans ........................   S-76
   Risks Relating to Book-Entry
      Registration ..........................   S-76
   Risks Relating to Inspections of
      Properties ............................   S-76
   Other Risks ..............................   S-76
DESCRIPTION OF THE MORTGAGE POOL.............   S-77
   General ..................................   S-77
   Assistance Programs ......................   S-78
   Additional Debt ..........................   S-78
   Universal Hotel Portfolio Whole Loan .....   S-80
   Lowe's Aliso Viejo AB Mortgage Loan
      Pair ..................................   S-83
   General. .................................   S-83
   Top Ten Mortgage Loans or Groups of
      Cross-Collateralized Mortgage
      Loans .................................   S-85
   ARD Loans ................................   S-85
   Certain Terms and Conditions of the
      Mortgage Loans ........................   S-86
   Additional Mortgage Loan
      Information ...........................   S-93
   The Mortgage Loan Sellers ................   S-96
   JPMorgan Chase Bank, N.A. ................   S-96
   LaSalle Bank National Association ........   S-96
   Nomura Credit & Capital, Inc. ............   S-96
   Underwriting Guidelines and
      Processes .............................   S-97
   Representations and Warranties;
      Repurchases and Substitutions .........   S-98
   Repurchase or Substitution of
      Cross-Collateralized Mortgage
      Loans .................................   S-103
   Lockbox Accounts .........................   S-104
DESCRIPTION OF THE CERTIFICATES .............   S-105
   General ..................................   S-105
   Paying Agent, Certificate Registrar and
      Authenticating Agent ..................   S-107
   Book-Entry Registration and Definitive
      Certificates ..........................   S-107
   Distributions ............................   S-109
   Allocation of Yield Maintenance
      Charges and Prepayment Premiums........   S-127
   Assumed Final Distribution Date;
      Rated Final Distribution Date .........   S-128
   Subordination; Allocation of Collateral
      Support Deficit .......................   S-129
   Advances .................................   S-132
   Appraisal Reductions .....................   S-136
   Reports to Certificateholders; Certain
      Available Information .................   S-138
   Voting Rights ............................   S-142
   Termination; Retirement of
      Certificates ..........................   S-142
   The Trustee ..............................   S-143
DESCRIPTION OF THE SWAP CONTRACT ............   S-144
   General ..................................   S-144
   The Swap Contract ........................   S-144
   Termination Fees .........................   S-145
   The Swap Counterparty ....................   S-145
SERVICING OF THE MORTGAGE LOANS .............   S-146
   General ..................................   S-146
   The Directing Certificateholder and
      the Universal Hotel Portfolio
      Operating Advisor .....................   S-150
   Limitation on Liability of Directing
      Certificateholder .....................   S-153
   The Master Servicer ......................   S-153
   The Special Servicer .....................   S-154
   Replacement of the Special Servicer ......   S-154
   Servicing and Other Compensation
      and Payment of Expenses ...............   S-154
   Maintenance of Insurance .................   S-157

                                      S-4


                                             PAGE
                                             ----
   Modifications, Waiver and
      Amendments ........................... S-160
   Realization Upon Defaulted Mortgage
      Loans ................................ S-161
   Inspections; Collection of Operating
      Information .......................... S-164
   Certain Matters Regarding the Master
      Servicer, the Special Servicer and the
      Depositor ............................ S-165
   Events of Default ....................... S-166
   Rights Upon Event of Default ............ S-167
   Amendment ............................... S-168
YIELD AND MATURITY CONSIDERATIONS........... S-170
   Yield Considerations .................... S-170
   Weighted Average Life ................... S-173
   Yield Sensitivity of the Class X-2
      Certificates ......................... S-181
   CERTAIN FEDERAL INCOME TAX
      CONSEQUENCES ......................... S-183
   Taxation of the Swap Contract ........... S-184
   METHOD OF DISTRIBUTION .................. S-186
   LEGAL MATTERS ........................... S-187
   RATINGS ................................. S-187
   LEGAL INVESTMENT ........................ S-188
   CERTAIN ERISA CONSIDERATIONS ............ S-189
   INDEX OF PRINCIPAL DEFINITIONS .......... S-192



SCHEDULE I    CLASS X REFERENCE RATES

SCHEDULE II   CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE

ANNEX A-1     CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED
              PROPERTIES

ANNEX A-2     CERTAIN POOL CHARACTERISTICS OF THE MORTGAGE LOANS AND
              MORTGAGED PROPERTIES

ANNEX A-3     DESCRIPTION OF TOP TEN MORTGAGE LOANS OR GROUPS OF
              CROSS-COLLATERALIZED MORTGAGE LOANS

ANNEX B       CERTAIN CHARACTERISTICS OF THE MULTIFAMILY & MANUFACTURED HOUSING
              LOANS

ANNEX C       STRUCTURAL AND COLLATERAL TERM SHEET

ANNEX D       FORM OF REPORT TO CERTIFICATEHOLDERS

ANNEX E       CLASS X-2 COMPONENT NOTIONAL AMOUNTS



                                      S-5


                            SUMMARY OF CERTIFICATES
<TABLE>

                                                                                   INITIAL
                                                                                   APPROX.     WEIGHTED   EXPECTED
                INITIAL CLASS      APPROXIMATE    PASS-THROUGH   ASSUMED FINAL      PASS-       AVERAGE    RATINGS
             CERTIFICATE BALANCE      CREDIT          RATE        DISTRIBUTION     THROUGH       LIFE     (MOODY'S/    PRINCIPAL
   CLASS    OR NOTIONAL AMOUNT(1)  SUPPORT(10)     DESCRIPTION      DATE(2)         RATE      (YRS.)(11)   S&P)(3)     WINDOW(11)
- ----------- --------------------- ------------    ------------ ---------------- -------------  ----------  ---------    ----------

Offered
Certificates
A-1             $   64,767,000        20.000%        Fixed        May 15, 2010              %      2.68     Aaa/AAA  09/05 -- 05/10
A-2             $  242,543,000        20.000%        Fixed      August 15, 2010             %      4.89     Aaa/AAA  06/10 -- 08/10
A-3             $  269,597,000        20.000%          (4)        May 15, 2013              %      7.05     Aaa/AAA  06/12 -- 05/13
A-4A            $  567,891,000        30.000%          (4)       July 15, 2015              %      9.84     Aaa/AAA  02/15 -- 07/15
A-4B            $   56,128,000        20.000%          (4)       July 15, 2015              %      9.89     Aaa/AAA  07/15 -- 07/15
A-4FL           $   25,000,000(5)     20.000%     Floating(6)    July 15, 2015    LIBOR+    %      9.89   Aaa/AAA(7) 07/15 -- 07/15
A-SB            $  100,731,000        20.000%          (4)     February 15, 2015            %      7.09     Aaa/AAA  05/10 -- 02/15
X-2             $2,030,476,000(8)      N/A        Variable(9)   August 15, 2012             %      N/A      Aaa/AAA        N/A
A-J             $  155,754,000        12.500%          (4)      August 15, 2015             %      9.98     Aaa/AAA  08/15 -- 08/15
B               $   38,939,000        10.625%          (4)      August 15, 2015             %      9.98     Aa2/AA   08/15 -- 08/15
C               $   18,171,000         9.750%          (4)      August 15, 2015             %      9.98     Aa3/AA-  08/15 -- 08/15
D               $   38,939,000         7.875%          (4)      August 15, 2015             %      9.98      A2/A    08/15 -- 08/15
Non-Offered
Certificates
X-1             $2,076,723,076(12)     N/A        Variable(13)        N/A                   %      N/A      Aaa/AAA        N/A
A-1A            $  334,721,000        20.000%          (4)            N/A                   %      N/A      Aaa/AAA        N/A
E               $   18,171,000         7.000%          (4)            N/A                   %      N/A       A3/A-         N/A
F               $   28,555,000         5.625%          (4)            N/A                   %      N/A     Baa1/BBB+       N/A
G               $   20,767,000         4.625%          (4)            N/A                   %      N/A     Baa2/BBB        N/A
H               $   25,959,000         3.375%          (4)            N/A                   %      N/A     Baa3/BBB-       N/A
J               $   10,384,000         2.875%          (4)            N/A                   %      N/A      Ba1/BB+        N/A
K               $   10,383,000         2.375%          (4)            N/A                   %      N/A      Ba2/BB         N/A
L               $    7,788,000         2.000%          (4)            N/A                   %      N/A      Ba3/BB-        N/A
M               $    2,596,000         1.875%          (4)            N/A                   %      N/A       B1/B+         N/A
N               $    7,788,000         1.500%          (4)            N/A                   %      N/A       B2/B          N/A
O               $    5,192,000         1.250%          (4)            N/A                   %      N/A       B3/B-         N/A
NR              $   25,959,076         N/A             (4)            N/A                   %      N/A       NR/NR         N/A
</TABLE>

- ---------
(1)   Approximate, subject to a permitted variance of plus or minus 10%.

(2)   The assumed final distribution dates set forth in this prospectus
      supplement have been determined on the basis of the assumptions described
      in "Description of the Certificates--Assumed Final Distribution Date;
      Rated Final Distribution Date" in this prospectus supplement. The rated
      final distribution date for each class of certificates is August 15,
      2042. See "Description of the Certificates--Assumed Final Distribution
      Date; Rated Final Distribution Date" in this prospectus supplement.

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

(4)   The pass-through rates applicable to the Class A-1, Class A-1A, Class
      A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB, 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 and Class NR certificates and the
      Class A-4FL regular interest on each distribution date will be a per
      annum rate equal to one of (i) a fixed rate, (ii) the weighted average of
      the net interest rates on the mortgage loans (in each case adjusted, if
      necessary, to accrue on the basis of a 360-day year consisting of twelve
      30-day months), (iii) a rate equal to the lesser of a specified fixed
      pass-through rate and the rate described in clause (ii) above or (iv) the
      rate described in clause (ii) above less a specified percentage.

(5)   The certificate balance of the Class A-4FL certificates will be equal to
      the certificate balance of the Class A-4FL regular interest. See
      "Description of the Swap Contract" in this prospectus supplement.

(6)   The pass-through rate applicable to the Class A-4FL certificates on each
      distribution date will be a per annum rate equal to LIBOR plus      %;
      provided that interest payments on the Class A-4FL certificates will be
      reduced on each distribution date by an amount corresponding to the
      excess, if any, of interest payments calculated on the principal balance
      of the Class A-4FL Certificates at     % per annum over interest payments
      calculated at a per annum rate equal to the weighted average of the net


                                      S-6


      interest rates on the mortgage loans (in each case adjusted, if necessary,
      to accrue on the basis of a 360-day year consisting of twelve 30-day
      months). In addition, under certain circumstances described in this
      prospectus supplement, the pass-through rate applicable to the Class A-4FL
      certificates may convert to a fixed rate equal to     % per annum,
      subject to a maximum pass through rate equal to the weighted average of
      the net interest rates on the mortgage loans (in each case adjusted, if
      necessary, to accrue on the basis of a 360-day year consisting of twelve
      30-day months). The initial LIBOR rate will be determined on August 22,
      2005, and subsequent LIBOR rates will be determined 2 LIBOR business days
      before the start of the related interest accrual period. See "Description
      of the Swap Contract--The Swap Contract" and "Description of the
      Certificates--Distributions" in this prospectus supplement.

(7)   The ratings assigned to the Class A-4FL certificates only reflect the
      receipt of a fixed rate of interest at a rate equal to      % per annum,
      subject to a maximum pass through rate equal to the weighted average of
      the net interest rates on the mortgage loans (in each case adjusted, if
      necessary, to accrue on the basis of a 360-day year consisting of twelve
      30-day months). See "Ratings" in this prospectus supplement.

(8)   The Class X-2 notional amount will be equal to the aggregate of the class
      balances (or portions thereof) of certain of the other classes of
      certificates.

(9)   The pass through rate on the Class X-2 certificates will be based on the
      weighted average of the interest strip rates of the components of the
      Class X-2 certificates. See "Description of the
      Certificates--Distributions" in this prospectus supplement.

(10)  The credit support percentages set forth for the Class A-1, Class A-2,
      Class A-3, Class A-4A, Class A-4B, Class A-4FL, Class A-SB and Class A-1A
      certificates are represented in the aggregate. Additionally, the credit
      support for the Class A-4A certificates reflects the credit support
      provided by the Class A-4B and Class A-4FL certificates.

(11)  The weighted average life and period during which distributions of
      principal would be received as set forth in the foregoing table with
      respect to each class of certificates are based on the assumptions set
      forth under "Yield and Maturity Considerations-- Weighted Average Life" in
      this prospectus supplement and on the assumptions that there are no
      prepayments (other than on each anticipated repayment date, if any) or
      losses on the mortgage loans and that there are no extensions of maturity
      dates of the mortgage loans.

(12)  The Class X-1 notional amount will be equal to the aggregate of the class
      balances (or portions thereof) of certain of the other classes of
      certificates.

(13)  The pass through rate on the Class X-1 certificates will be based on the
      weighted average interest strip rates of the components of the Class X-1
      certificates. See "Description of the Certificates--Distributions" in
      this prospectus supplement.

      THE CLASS S, CLASS R AND CLASS LR CERTIFICATES ARE NOT OFFERED BY THIS
      PROSPECTUS SUPPLEMENT OR REPRESENTED IN THIS TABLE.

                                      S-7


                               SUMMARY OF TERMS

     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.....................   J.P. Morgan Chase Commercial Mortgage
                                 Securities Corp., a wholly-owned subsidiary of
                                 JPMorgan Chase Bank, N.A., a banking
                                 association organized under the laws of the
                                 United States, which is a wholly-owned
                                 subsidiary of JPMorgan Chase & Co., a Delaware
                                 corporation. The depositor's address is 270
                                 Park Avenue, New York, New York 10017, and its
                                 telephone number is (212) 834-9271. See "The
                                 Depositor" in the prospectus.

Mortgage Loan Sellers.........   JPMorgan Chase Bank, N.A., a banking
                                 association organized under the laws of the
                                 United States, LaSalle Bank National
                                 Association, a national banking association and
                                 Nomura Credit & Capital, Inc., a Delaware
                                 corporation. JPMorgan Chase Bank, N.A. is the
                                 swap counterparty and an affiliate of the
                                 depositor and J.P. Morgan Securities Inc., one
                                 of the underwriters. LaSalle Bank National
                                 Association is also acting as the paying agent,
                                 the certificate registrar and the
                                 authenticating agent and is an affiliate of ABN
                                 AMRO Incorporated, one of the underwriters.
                                 Nomura Credit & Capital, Inc. is an affiliate
                                 of Nomura Securities International, Inc., one
                                 of the underwriters. See "Description of the
                                 Mortgage Pool--The Mortgage Loan Sellers" in
                                 this prospectus supplement.

                          SELLERS OF THE MORTGAGE LOANS

                                AGGREGATE                  % OF      % OF
                   NUMBER       PRINCIPAL        % OF    INITIAL    INITIAL
                     OF          BALANCE       INITIAL     LOAN      LOAN
                  MORTGAGE     OF MORTGAGE       POOL    GROUP 1    GROUP 2
     SELLER         LOANS         LOANS        BALANCE   BALANCE    BALANCE
- ---------------- ---------- ----------------- --------- --------- ----------
JPMorgan .......      74     $  795,932,972      38.3%     42.2%      18.1%
LaSalle ........      85        693,082,095      33.4      36.3       18.4
Nomura .........      81        587,708,010      28.3      21.5       63.6
                     ---     --------------     -----     -----      -----
Total: .........     240     $2,076,723,076     100.0%    100.0%     100.0%
                     ===     ==============     =====     =====      =====

Master Servicer...............   GMAC Commercial Mortgage Corporation, a
                                 California corporation. The master servicer
                                 will be primarily responsible for collecting
                                 payments and gathering information with respect
                                 to the mortgage loans included in the trust
                                 fund, and the companion loans that are not part
                                 of the trust fund; provided, however, the
                                 Universal Hotel Portfolio mortgage loan, the
                                 Universal Hotel Portfolio pari passu companion
                                 loans and the Universal Hotel Portfolio B note
                                 will be serviced


                                      S-8


                                 under the pooling and servicing agreement
                                 entered into in connection with the issuance
                                 of the J.P. Morgan Chase Commercial Mortgage
                                 Securities Corp., Commercial Mortgage Pass
                                 Through Certificates, Series 2005-CIBC12. The
                                 master servicer under the Series 2005-CIBC12
                                 pooling and servicing agreement is GMAC
                                 Commercial Mortgage Corporation. The master
                                 servicer's principal servicing offices are
                                 located at 200 Witmer Road, Horsham,
                                 Pennsylvania 19044. See "Servicing of the
                                 Mortgage Loans--The Master Servicer" in this
                                 prospectus supplement.

Special Servicer..............   CWCapital Asset Management LLC, a
                                 Massachusetts limited liability company, will
                                 act as special servicer with respect to the
                                 mortgage loans and will be primarily
                                 responsible for making decisions and performing
                                 certain servicing functions with respect to the
                                 mortgage loans that, in general, are in default
                                 or as to which default is imminent; provided,
                                 however, the Universal Hotel Portfolio mortgage
                                 loan, the Universal Hotel Portfolio pari passu
                                 companion loans and the Universal Hotel
                                 Portfolio B note will be specially serviced
                                 under the pooling and servicing agreement
                                 entered into in connection with the issuance of
                                 the J.P. Morgan Chase Commercial Mortgage
                                 Securities Corp., Commercial Mortgage Pass
                                 Through Certificates, Series 2005-CIBC12. The
                                 special servicer under the Series 2005-CIBC12
                                 pooling and servicing agreement is J.E. Robert
                                 Company, Inc. CWCapital Asset Management LLC's
                                 servicing offices are located at 1919
                                 Pennsylvania Ave., N.W., Washington, D.C.
                                 20006, and its telephone number is (202)
                                 331-1112. The special servicer may be removed
                                 without cause under certain circumstances
                                 described in this prospectus supplement. See
                                 "Servicing of the Mortgage Loans--The Special
                                 Servicer" in this prospectus supplement.

Trustee.......................   Wells Fargo Bank, N.A., a national banking
                                 association. A corporate trust office of the
                                 trustee is located at 9062 Old Annapolis Road,
                                 Columbia, Maryland 21045. See "Description of
                                 the Certificates--The Trustee" in this
                                 prospectus supplement. Following the transfer
                                 of the mortgage loans into the trust, the
                                 trustee, on behalf of the trust, will become
                                 the mortgagee of record under each mortgage
                                 loan except for the Universal Hotel Portfolio
                                 loan.

Paying Agent..................   LaSalle Bank National Association, a national
                                 banking association, with its principal offices
                                 located in Chicago, Illinois. LaSalle Bank
                                 National Association will also act as the
                                 certificate registrar and authenticating agent.
                                 The paying agent's address is 135 South LaSalle
                                 Street, Suite


                                      S-9


                                 1625, Chicago, Illinois 60603, Attention:
                                 Global Securities and Trust Services Group,
                                 J.P. Morgan 2005-LDP3 and its telephone number
                                 is (312) 904-9387. LaSalle Bank National
                                 Association is also one of the mortgage loan
                                 sellers and an affiliate of ABN AMRO
                                 Incorporated, one of the underwriters. See
                                 "Description of the Certificates--Paying
                                 Agent, Certificate Registrar and
                                 Authenticating Agent" in this prospectus
                                 supplement.

Cut-off Date..................   The related due date in August 2005 or, with
                                 respect to those mortgage loans that were
                                 originated in August 2005 and have their first
                                 payment date in either September or October
                                 2005, the origination date.

Closing Date..................   On or about August 24, 2005.

Distribution Date.............   The 15th day of each month or, if the 15th
                                 day is not a business day, on the next
                                 succeeding business day, beginning in September
                                 2005.

Interest Accrual Period.......   Interest will accrue on the offered
                                 certificates (other than with respect to the
                                 Class A-4FL certificates) and the Class A-4FL
                                 regular interest during the calendar month
                                 prior to the related distribution date. With
                                 respect to the Class A-4FL certificates, the
                                 interest accrual period will be the period from
                                 and including the distribution date of the
                                 month preceding the month in which the related
                                 distribution date occurs (or, in the case of
                                 the first distribution date, the closing date)
                                 to, but excluding the related distribution
                                 date. Except with respect to the Class A-4FL
                                 certificates, interest will be calculated on
                                 the offered certificates assuming that each
                                 month has 30 days and each year has 360 days.
                                 With respect to the Class A-4FL certificates,
                                 interest will be calculated based upon the
                                 actual number of days in the related interest
                                 accrual period and a year consisting of 360
                                 days.

Due Period....................   For any mortgage loan and any distribution
                                 date, the period commencing on the day
                                 immediately following the due date for the
                                 mortgage loan in the month preceding the month
                                 in which that distribution date occurs and
                                 ending on and including the due date for the
                                 mortgage loan in the month in which that
                                 distribution date occurs. However, in the event
                                 that the last day of a due period (or
                                 applicable grace period) is not a business day,
                                 any periodic payments received with respect to
                                 the mortgage loans relating to that due period
                                 on the business day immediately following that
                                 last day will be deemed to have been received
                                 during that due period and not during any other
                                 due period.


                                      S-10


Determination Date............   For any distribution date, the fourth
                                 business day prior to the distribution date.

Swap Contract.................   The trust will have the benefit of an
                                 interest rate swap contract relating to the
                                 Class A-4FL certificates issued by JPMorgan
                                 Chase Bank, N.A., which has a long-term
                                 certificates of deposit rating of "AA-" by
                                 Standard & Poor's Ratings Services, a division
                                 of The McGraw-Hill Companies, Inc. and "Aa2" by
                                 Moody's Investors Service, Inc., in an initial
                                 notional amount equal to the aggregate initial
                                 certificate balance of the Class A-4FL regular
                                 interest (and correspondingly, the Class A-4FL
                                 certificates). The notional amount of the swap
                                 contract will decrease to the extent of any
                                 decrease in the certificate balance of the
                                 Class A-4FL regular interest (and
                                 correspondingly, the Class A-4FL certificates).
                                 The swap contract will have a maturity date of
                                 August 15, 2042 (the same date as the rated
                                 final distribution date of the Class A-4FL
                                 certificates). Under the swap contract, the
                                 trust will generally be obligated to pay to the
                                 swap counterparty on each distribution date an
                                 amount equal to the sum of (i) any yield
                                 maintenance charges distributable to the Class
                                 A-4FL regular interest and (ii) the product of
                                 (A) the notional amount of the swap contract
                                 and (B) the pass-through rate on the Class
                                 A-4FL regular interest, and the swap
                                 counterparty will generally be obligated to pay
                                 to the trust one business day prior to each
                                 distribution date an amount equal to the
                                 product of (i) the notional amount of the swap
                                 contract and (ii) LIBOR plus      % per annum.
                                 If the pass-through rate on the Class A-4FL
                                 regular interest is reduced below       % per
                                 annum or if there is an interest shortfall with
                                 respect to the Class A-4FL regular interest,
                                 there will be a corresponding dollar-for-dollar
                                 reduction in the interest payment made by the
                                 swap counterparty to the trust and, ultimately,
                                 a corresponding decrease in the effective
                                 pass-through rate on the Class A-4FL
                                 certificates for such distribution date. See
                                 "Risk Factors--Risks Relating to the Swap
                                 Contract" and "Description of the Swap
                                 Contract" in this prospectus supplement.

                              OFFERED SECURITIES

General.......................   We are offering the following classes of
                                 commercial mortgage pass-through certificates
                                 as part of Series 2005-LDP3:

                                 o Class A-1

                                 o Class A-2

                                 o Class A-3

                                      S-11


                                 o Class A-4A

                                 o Class A-4B

                                 o Class A-4FL

                                 o Class A-SB

                                 o Class X-2

                                 o Class A-J

                                 o Class B

                                 o Class C

                                 o Class D

                                 Series 2005-LDP3 will consist of the above
                                 classes and the following classes that are not
                                 being offered through this prospectus
                                 supplement and the accompanying prospectus:
                                 Class A-1A, Class X-1, Class E, Class F, Class
                                 G, Class H, Class J, Class K, Class L, Class
                                 M, Class N, Class O, Class NR, Class S, Class
                                 R and Class LR.

                                 The Series 2005-LDP3 certificates will
                                 collectively represent beneficial ownership
                                 interests in a trust created by J.P. Morgan
                                 Chase Commercial Mortgage Securities Corp. The
                                 trust's assets will primarily be 240 mortgage
                                 loans secured by first liens on 253
                                 commercial, multifamily and manufactured
                                 housing community properties.

Certificate Balances..........   Your certificates will have the approximate
                                 aggregate initial certificate balance or
                                 notional amount set forth below, subject to a
                                 variance of plus or minus 10%:

                                 Class A-1 ...........   $   64,767,000
                                 Class A-2 ...........   $  242,543,000
                                 Class A-3 ...........   $  269,597,000
                                 Class A-4A ..........   $  567,891,000
                                 Class A-4B ..........   $   56,128,000
                                 Class A-4FL .........   $   25,000,000
                                 Class A-SB ..........   $  100,731,000
                                 Class X-2 ...........   $2,030,476,000
                                 Class A-J ...........   $  155,754,000
                                 Class B .............   $   38,939,000
                                 Class C .............   $   18,171,000
                                 Class D .............   $   38,939,000

                                 The Class A-4FL regular interest will, at all
                                 times, have a certificate balance equal to the
                                 certificate balance of the Class A-4FL
                                 certificates.

                                      S-12


PASS-THROUGH RATES

A. Offered Certificates.......   Your certificates will accrue interest at an
                                 annual rate called a pass-through rate, which
                                 is set forth below for each class:

                                 Class A-1 ...........               %
                                 Class A-2 ...........               %
                                 Class A-3 ...........               %(1)
                                 Class A-4A ..........               %(1)
                                 Class A-4B ..........               %(1)
                                 Class A-4FL ......... LIBOR +       %(2)
                                 Class A-SB ..........               %(1)
                                 Class X-2 ...........               %(3)
                                 Class A-J ...........               %(1)
                                 Class B .............               %(1)
                                 Class C .............               %(1)
                                 Class D .............               %(1)

                                 ----------
                                 (1)   The pass-through rates applicable to the
                                       Class A-1, Class A-2, Class A-3, Class
                                       A-4A, Class A-4B, Class A-SB, Class A-J,
                                       Class B, Class C and Class D
                                       certificates and the Class A-4FL regular
                                       interest on each distribution date will
                                       be a per annum rate equal to one of (i)
                                       a fixed rate, (ii) the weighted average
                                       of the net interest rates on the
                                       mortgage loans (in each case adjusted,
                                       if necessary, to accrue on the basis of
                                       a 360-day year consisting of twelve
                                       30-day months), (iii) a rate equal to
                                       the lesser of a specified fixed
                                       pass-through rate and the rate described
                                       in clause (ii) above or (iv) the rate
                                       described in clause (ii) above less a
                                       specified percentage.

                                 (2)   The pass-through rate applicable to the
                                       Class A-4FL certificates on each
                                       distribution date will be a per annum
                                       rate equal to LIBOR plus       % per
                                       annum; provided that interest payments
                                       on the Class A-4FL certificates will be
                                       reduced on each distribution date by an
                                       amount corresponding to the excess, if
                                       any, of interest payments calculated on
                                       the principal balance of the Class A-4FL
                                       certificates at     % per annum over
                                       interest payments calculated at the
                                       weighted average of the net interest
                                       rates on the mortgage loans (in each
                                       case adjusted, if necessary, to accrue
                                       on the basis of a 360-day year
                                       consisting of twelve 30-day months). In
                                       addition, under certain circumstances
                                       described in this prospectus supplement,
                                       the pass-through rate applicable to the
                                       Class A-4FL certificates may convert to
                                       a fixed rate equal to       % per annum.
                                       The initial LIBOR rate will be
                                       determined on August 22, 2005, and
                                       subsequent LIBOR rates will be
                                       determined 2 LIBOR business days before
                                       the start of the related interest
                                       accrual period. See "Description of the
                                       Swap Contract--The Swap Contract" in
                                       this prospectus supplement.

                                 (3)   The interest accrual amount on the Class
                                       X-2 certificates will be calculated by
                                       reference to a notional amount equal to
                                       the aggregate of the class balances of
                                       all or some of the other classes of
                                       certificates or portions thereof. The
                                       pass-through rate on the Class X-2
                                       certificates will be based on the
                                       weighted average of the interest strip
                                       rates of the components of the Class X-2
                                       certificates, which will be based on the
                                       net mortgage rates applicable to the
                                       mortgage loans as of the preceding
                                       distribution


                                      S-13


                                    date minus the pass-through rates of such
                                    components. See "Description of the
                                    Certificates--Distributions" in this
                                    prospectus supplement.

B. Interest Rate Calculation
   Convention.................   Interest on the certificates (other than the
                                 Class A-4FL certificates) and the Class A-4FL
                                 regular interest will be calculated based on a
                                 360-day year consisting of twelve 30-day
                                 months, or a "30/360 basis". Interest on the
                                 Class A-4FL certificates will be calculated
                                 based on the actual number of days in each
                                 interest accrual period and a 360-day year, or
                                 an "actual/360 basis".

                                 For purposes of calculating the pass-through
                                 rates on the Class A-3, Class A-4A, Class
                                 A-4B, Class A-SB, Class A-J, Class X-2, Class
                                 B, Class C and Class D certificates and the
                                 Class A-4FL regular interest and each other
                                 class of the certificates with a pass-through
                                 rate that is based on, limited by or equal to,
                                 the weighted average of the net mortgage rates
                                 on the mortgage loans, the mortgage loan
                                 interest rates will not reflect any default
                                 interest rate, any rate increase occurring
                                 after an anticipated repayment date, any
                                 mortgage loan term modifications agreed to by
                                 the special servicer or any modifications
                                 resulting from a borrower's bankruptcy or
                                 insolvency.

                                 For purposes of calculating the pass-through
                                 rates on the certificates and the Class A-4FL
                                 regular interest, the interest rate for each
                                 mortgage loan that accrues interest based on
                                 the actual number of days in each month and
                                 assuming a 360-day year, or an "actual/360
                                 basis," will be recalculated, if necessary, so
                                 that the amount of interest that would accrue
                                 at that recalculated rate in the applicable
                                 month, calculated on a 30/360 basis, will
                                 equal the amount of interest that is required
                                 to be paid on that mortgage loan in that
                                 month, subject to certain adjustments as
                                 described in "Description of the
                                 Certificates--Distributions--Pass-Through
                                 Rates", and "--Interest Distribution Amount"
                                 in this prospectus supplement.


DISTRIBUTIONS


A. Amount and Order of
   Distributions..............   On each distribution date, funds available
                                 for distribution from the mortgage loans, net
                                 of specified trust fees, reimbursements and
                                 expenses, will be distributed in the following
                                 amounts and order of priority:

                                 First/Class A-1, Class A-2, Class A-3, Class
                                 A-4A, Class A-4B, Class A-SB, Class A-1A,
                                 Class X-1 and Class X-2 certificates and Class
                                 A-4FL regular interest: To pay interest
                                 concurrently, (a) on the Class A-1, Class A-2,
                                 Class A-3,


                                      S-14


                                 Class A-4A, Class A-4B and Class A-SB
                                 certificates and the Class A-4FL regular
                                 interest, pro rata, from the portion of the
                                 funds available for distribution attributable
                                 to the mortgage loans in loan group 1, (b) on
                                 the Class A-1A certificates from the portion
                                 of the funds available for distribution
                                 attributable to the mortgage loans in loan
                                 group 2 and (c) on the Class X-1 and Class X-2
                                 certificates from the funds available for
                                 distribution attributable to all mortgage
                                 loans, without regard to loan groups, in each
                                 case in accordance with their interest
                                 entitlements, however, if, on any distribution
                                 date, the funds available for distribution (or
                                 applicable portion) are insufficient to pay in
                                 full the total amount of interest to be paid
                                 to any of the classes described above, the
                                 funds available for distribution will be
                                 allocated among all those classes, pro rata,
                                 without regard to loan groups, in accordance
                                 with their interest entitlements for that
                                 distribution date; provided that aggregate
                                 interest amounts allocable to the Class A-4A
                                 and Class A-4B certificates and the Class
                                 A-4FL regular interest will be distributed (i)
                                 first to the Class A-4A certificates, in the
                                 amount of its interest entitlement, and (ii)
                                 then, pro rata, to interest on the Class A-4B
                                 certificates and the Class A-4FL regular
                                 interest, the amount of their respective
                                 interest entitlements.

                                 Second/Class A-1, Class A-2, Class A-3, Class
                                 A-4A, Class A-4B, Class A-SB and Class A-1A
                                 certificates and Class A-4FL regular interest:
                                 To the extent of funds allocated to principal
                                 and available for distribution, (a)(1) first,
                                 to the Class A-SB certificates, available
                                 principal received from loan group 1 and,
                                 after the Class A-1A certificates have been
                                 reduced to zero, funds attributed to principal
                                 received from loan group 2 remaining after
                                 payments specified in clause (b) below have
                                 been made, until the certificate balance of
                                 the Class A-SB certificates is reduced to the
                                 planned principal balance set forth in
                                 Schedule II to this prospectus supplement; (2)
                                 then to principal on the Class A-1, Class A-2,
                                 Class A-3 and Class A-4A, in sequential order,
                                 and then to the Class A-4B certificates and
                                 the Class A-4FL regular interest, pro rata,
                                 and then to the Class A-SB certificates, in
                                 each case in an amount equal to the funds
                                 attributable to mortgage loans in loan group 1
                                 and, after the Class A-1A certificates have
                                 been reduced to zero, the funds attributable
                                 to mortgage loans in loan group 2, until the
                                 certificate balances of the Class A-1, Class
                                 A-2, Class A-3, Class A-4A, Class A-4B and
                                 Class A-SB certificates and Class A-4FL
                                 regular interest have been reduced to zero and
                                 (b) to the Class A-1A certificates, in an
                                 amount equal to the funds attributable to
                                 mortgage loans in loan group 2 and, after the
                                 Class A-4B and Class A-SB


                                      S-15


                                 certificates and Class A-4FL regular interest
                                 have been reduced to zero, the funds
                                 attributable to mortgage loans in loan group
                                 1, until the certificate balance of the Class
                                 A-1A certificates has been reduced to zero. If
                                 the certificate balance of each and every
                                 class of certificates other than the Class
                                 A-1, Class A-2, Class A-3, Class A-4A, Class
                                 A-4B, Class A-SB and Class A-1A certificates
                                 and Class A-4FL regular interest has been
                                 reduced to zero as a result of the allocation
                                 of mortgage loan losses to those certificates,
                                 funds available for distributions of principal
                                 will be distributed to the Class A-1, Class
                                 A-2, Class A-3, Class A-4A, Class A-4B, Class
                                 A-SB and Class A-1A certificates and the Class
                                 A-4FL regular interest, pro rata, rather than
                                 sequentially, without regard to loan groups;
                                 provided that aggregate principal amounts
                                 allocable to the Class A-4A and Class A-4B
                                 certificates and the Class A-4FL regular
                                 interest will be distributed (i) first to the
                                 Class A-4A certificates, and (ii) then, pro
                                 rata, to the Class A-4B certificates and the
                                 Class A-4FL regular interest.

                                 Third/Class A-1, Class A-2, Class A-3, Class
                                 A-4A, Class A-4B, Class A-SB and Class A-1A
                                 certificates and Class A-4FL regular interest:
                                 To reimburse the Class A-1, Class A-2, Class
                                 A-3, Class A-4A, Class A-4B, Class A-SB and
                                 Class A-1A certificates and the Class A-4FL
                                 regular interest, pro rata, for any previously
                                 unreimbursed losses on the mortgage loans
                                 allocable to principal that were previously
                                 borne by those classes, without regard to loan
                                 group; provided that amounts allocable to the
                                 Class A-4A and Class A-4B certificates and the
                                 Class A-4FL regular interest will be
                                 distributed (i) first to the Class A-4A
                                 certificates, in the amount of its
                                 entitlement, and (ii) then, pro rata, to the
                                 Class A-4B certificates and the Class A-4FL
                                 regular interest, in the amount of their
                                 respective entitlements.

                                 Fourth/Class A-J certificates: To the Class
                                 A-J certificates as follows: (a) first, to
                                 interest on the Class A-J certificates in the
                                 amount of its interest entitlement; (b)
                                 second, to the extent of funds allocated to
                                 principal and available for distribution
                                 remaining after distributions in respect of
                                 principal to each class with a higher priority
                                 (in this case, the Class A-1, Class A-2, Class
                                 A-3, Class A-4A, Class A-4B, Class A-SB and
                                 Class A-1A certificates and the Class A-4FL
                                 regular interest), to principal on the Class
                                 A-J certificates until the certificate balance
                                 of the Class A-J certificates has been reduced
                                 to zero; and (c) third, to reimburse the Class
                                 A-J certificates for any previously
                                 unreimbursed losses on the mortgage loans
                                 allocable to principal that were previously
                                 borne by that class.


                                      S-16


                                 Fifth/Class B certificates: To the Class B
                                 certificates in a manner analogous to the
                                 Class A-J certificates' allocations of
                                 priority Fourth above.

                                 Sixth/Class C certificates: To the Class C
                                 certificates in a manner analogous to the
                                 Class A-J certificates' allocations of
                                 priority Fourth above.

                                 Seventh/Class D certificates: To the Class D
                                 certificates in a manner analogous to the
                                 Class A-J certificates' allocations of
                                 priority Fourth above.

                                 Eighth/Non-offered certificates (other than
                                 the Class A-1A, Class S and Class X-1
                                 certificates): In the amounts and order of
                                 priority described in "Description of the
                                 Certificates--Distributions--Priority" in this
                                 prospectus supplement.

                                 For purposes of making distributions to the
                                 Class A-1, Class A-2, Class A-3, Class A-4A,
                                 Class A-4B, Class A-SB and Class A-1A
                                 certificates and the Class A-4FL regular
                                 interest, except in the event of insufficient
                                 funds, as described above, the pool of
                                 mortgage loans will be deemed to consist of
                                 two distinct groups, loan group 1 and loan
                                 group 2. Loan group 1 will consist of 170
                                 mortgage loans, representing approximately
                                 83.9% of the aggregate principal balance of
                                 all the mortgage loans as of the cut-off date
                                 and loan group 2 will consist of 70 mortgage
                                 loans, representing approximately 16.1% of the
                                 aggregate principal balance of all the
                                 mortgage loans as of the cut-off date. Loan
                                 group 2 will include 79.9% of all the mortgage
                                 loans secured by multifamily and manufactured
                                 housing community properties as a percentage
                                 of the aggregate principal balance of all the
                                 mortgage loans as of the cut-off date. Annex
                                 A-1 to this prospectus supplement will set
                                 forth the loan group designation with respect
                                 to each mortgage loan.

                                 On each distribution date, funds available for
                                 distribution on the Class A-4FL certificates
                                 will be distributed in the following amounts
                                 and order of priority: (a) first, to interest
                                 on the Class A-4FL certificates, in the amount
                                 of its interest entitlement; (b) second, to
                                 the extent of funds allocated to principal in
                                 respect of the Class A-4FL regular interest,
                                 to principal on the Class A-4FL certificates
                                 until the certificate balance of the Class
                                 A-4FL certificates has been reduced to zero;
                                 and (c) third, to reimburse the Class A-4FL
                                 certificates for any previously unreimbursed
                                 losses on the mortgage loans allocable to
                                 principal that were previously borne by such
                                 class.

                                      S-17


B. Interest and
   Principal Entitlements......  A description of the interest entitlement of
                                 each class of certificates and the Class A-4FL
                                 regular interest can be found in "Description
                                 of the Certificates--Distributions--Interest
                                 Distribution Amount" in this prospectus
                                 supplement.

                                 A description of the amount of principal
                                 required to be distributed to each class of
                                 certificates and the Class A-4FL regular
                                 interest 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.

C. Yield Maintenance Charges...  Yield maintenance charges with respect to the
                                 mortgage loans will be allocated to the offered
                                 certificates (other than the Class X-2 and
                                 Class A-4FL certificates) and the Class A-4FL
                                 regular interest as described in "Description
                                 of the Certificates--Allocation of Yield
                                 Maintenance Charges and Prepayment Premiums" in
                                 this prospectus supplement. For so long as the
                                 swap contract is in effect, any yield
                                 maintenance charges distributable in respect of
                                 the Class A-4FL regular interest will be
                                 payable to the swap counterparty pursuant to
                                 the terms of the swap contract. If the swap
                                 contract is no longer in effect, any yield
                                 maintenance charges allocable to the Class
                                 A-4FL regular interest will be paid to the
                                 holders of the Class A-4FL certificates.

                                 For an explanation of the calculation of yield
                                 maintenance charges, see "Description of the
                                 Mortgage Pool--Certain Terms and Conditions of
                                 the Mortgage Loans--Prepayment Provisions" in
                                 this prospectus supplement.
D. General....................   The chart below describes the manner in which
                                 the payment rights of certain classes of
                                 certificates and the Class A-4FL regular
                                 interest will be senior or subordinate, as the
                                 case may be, to the payment rights of other
                                 classes of certificates and the Class A-4FL
                                 regular interest. The chart shows the
                                 entitlement to receive principal and/or
                                 interest of certain classes of certificates and
                                 the Class A-4FL regular interest (other than
                                 excess interest that accrues on the mortgage
                                 loans that have anticipated repayment dates) on
                                 any distribution date in descending order
                                 (beginning with the Class A-1, Class A-2, Class
                                 A-3, Class A-4A, Class A-4B, Class A-4FL, Class
                                 A-SB, Class A-1A, Class X-1 and Class X-2
                                 certificates). It also shows the manner in
                                 which mortgage loan losses are allocated to
                                 certain classes of certificates and the Class
                                 A-4FL regular interest in ascending order
                                 (beginning with the other classes of
                                 certificates (other than the Class S, Class R
                                 and Class LR


                                      S-18


                                 certificates) that are not being offered by
                                 this prospectus supplement). No principal
                                 payments or mortgage loan losses will be
                                 allocated to the Class S, Class R, Class LR,
                                 Class X-1 or Class X-2 certificates, although
                                 principal payments and mortgage loan losses
                                 may reduce the notional amount of the Class
                                 X-1 and/or Class X-2 certificates and,
                                 therefore, the amount of interest they accrue.
                                 In addition, while mortgage loan losses and
                                 available funds shortfalls will not be
                                 directly allocated to the Class A-4FL
                                 certificates, mortgage loan losses and
                                 available funds shortfalls may be allocated to
                                 the Class A-4FL regular interest in reduction
                                 of the certificate balance of the Class A-4FL
                                 regular interest and the amount of its
                                 interest entitlement, respectively. Any
                                 decrease in the certificate balance of the
                                 Class A-4FL regular interest will result in a
                                 corresponding decrease in the certificate
                                 balance of the Class A-4FL certificates, and
                                 any interest shortfalls suffered by the Class
                                 A-4FL regular interest will reduce the amount
                                 of interest distributed on the Class A-4FL
                                 certificates to the extent described in this
                                 prospectus supplement. The chart below
                                 includes the Class A-4FL regular interest but
                                 does not depict the corresponding effects on
                                 the Class A-4FL certificates.


                                  [FLOW CHART]

     -----------------------------------------------------------------------
     Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B*, Class A-4FL*,
       Class A-SB, Class A-1A**, Class X-1** and Class X-2** certificates
     -----------------------------------------------------------------------
                                        |
                                        |
                          -----------------------------
                             Class A-J certificates
                          -----------------------------
                                        |
                                        |
                          -----------------------------
                              Class B certificates
                          -----------------------------
                                        |
                                        |
                          -----------------------------
                              Class C certificates
                          -----------------------------
                                        |
                                        |
                          -----------------------------
                              Class D certificates
                          -----------------------------
                                        |
                                        |
                          -----------------------------
                          Non-offered certificates(***)
                          -----------------------------


                                 ----------
                                 *     The Class A-4B and Class A-4FL
                                       certificates are subordinate to the
                                       Class A-4A certificates with respect to
                                       distributions and allocations of losses
                                       and shortfalls to the extent described
                                       in this prospectus supplement.

                                 **    The Class X-1 and Class X-2 certificates
                                       are interest-only certificates, and the
                                       Class A-1A and Class X-1 certificates
                                       are not offered by this prospectus
                                       supplement.

                                 ***   Excluding the Class A-1A and Class X-1
                                       certificates.

                                      S-19


                                 Other than the subordination of certain
                                 classes of certificates, as described above,
                                 no other form of credit enhancement will be
                                 available for the benefit of the holders of
                                 the offered certificates.

                                 Principal losses on mortgage loans that are
                                 allocated to a class of certificates or the
                                 Class A-4FL regular interest will reduce the
                                 certificate balance of that class of
                                 certificates or the Class A-4FL regular
                                 interest (and correspondingly the Class A-4FL
                                 certificates) respectively.

                                 See "Description of the Certificates" in this
                                 prospectus supplement.
E. Shortfalls in
   Available Funds.............  The following types of shortfalls in available
                                 funds will reduce distributions to the classes
                                 of certificates (or the Class A-4FL regular
                                 interest) with the lowest payment priorities
                                 (including the Class A-4A, Class A-4B and Class
                                 A-4FL certificates): shortfalls resulting from
                                 the payment of special servicing fees and other
                                 additional compensation that the special
                                 servicer is entitled to receive; shortfalls
                                 resulting from interest on advances made by the
                                 master servicer, the special servicer or the
                                 trustee (to the extent not covered by late
                                 payment charges or default interest paid by the
                                 related borrower); shortfalls resulting from
                                 extraordinary expenses of the trust; and
                                 shortfalls resulting from a modification of a
                                 mortgage loan's interest rate or principal
                                 balance or from other unanticipated or
                                 default-related expenses of the trust.
                                 Reductions in distributions to the Class A-4FL
                                 regular interest will cause a corresponding
                                 reduction in distributions to the Class A-4FL
                                 certificates to the extent described in this
                                 prospectus supplement. In addition, prepayment
                                 interest shortfalls that are not covered by
                                 certain compensating interest payments made by
                                 the master servicer are required to be
                                 allocated to the certificates and the Class
                                 A-4FL regular interest (and thus to the Class
                                 A-4FL certificates to the extent described in
                                 this prospectus supplement), on a pro rata
                                 basis, to reduce the amount of interest payable
                                 on the certificates and the Class A-4FL regular
                                 interest (and correspondingly to the Class
                                 A-4FL certificates to the extent described in
                                 this prospectus supplement). See "Description
                                 of the Certificates--Distributions--Priority"
                                 in this prospectus supplement.

ADVANCES

A. P&I Advances...............   The master servicer is required to advance a
                                 delinquent periodic mortgage loan payment
                                 unless it (or the special servicer or the
                                 trustee) determines that the advance will


                                      S-20


                                 be non-recoverable. The master servicer will
                                 not be required to advance balloon payments
                                 due at maturity in excess of the regular
                                 periodic payment, interest in excess of a
                                 mortgage loan's regular interest rate or any
                                 prepayment premiums or yield maintenance
                                 charges. The amount of the interest portion of
                                 any advance will be subject to reduction to
                                 the extent that an appraisal reduction of the
                                 related mortgage loan has occurred. See
                                 "Description of the Certificates--Advances" in
                                 this prospectus supplement. There may be other
                                 circumstances in which the master servicer
                                 will not be required to advance one full month
                                 of principal and/or interest. If the master
                                 servicer fails to make a required advance, the
                                 trustee will be required to make the advance.
                                 Neither the master servicer nor the trustee is
                                 required to advance amounts determined to be
                                 non-recoverable. See "Description of the
                                 Certificates--Advances" in this prospectus
                                 supplement. If an interest advance is made by
                                 the master servicer, the master servicer will
                                 not advance its servicing fee, but will
                                 advance the trustee's fee. Neither the master
                                 servicer nor the trustee will be required to
                                 advance any amounts due to be paid by the swap
                                 counterparty for distribution to the Class
                                 A-4FL certificates.
B. Property Protection
   Advances...................  The master servicer may be required, and the
                                 special servicer may be permitted, to make
                                 advances to pay delinquent real estate taxes,
                                 assessments and hazard insurance premiums and
                                 similar expenses necessary to:

                                  o protect and maintain the related mortgaged
                                    property;

                                  o maintain the lien on the related mortgaged
                                    property; or

                                  o enforce the related mortgage loan
                                    documents.

                                 If the master servicer fails to make a
                                 required advance of this type, the trustee is
                                 required to make this advance. None of the
                                 master servicer, the special servicer or the
                                 trustee is required to advance amounts
                                 determined to be non-recoverable. See
                                 "Description of the Certificates--Advances" in
                                 this prospectus supplement.

C. Interest on Advances.......   The master servicer, the special servicer and
                                 the trustee, as applicable, will be entitled to
                                 interest on the above described advances at the
                                 "Prime Rate" as published in The Wall Street
                                 Journal, as described in this prospectus
                                 supplement. Interest accrued on outstanding
                                 advances may result in reductions in amounts
                                 otherwise payable on the certificates. Neither
                                 the master servicer nor the trustee will be
                                 entitled to interest on advances made


                                      S-21


                                 with respect to principal and interest due on
                                 a mortgage loan until the related due date has
                                 passed and any grace period for late payments
                                 applicable to the mortgage loan has expired.
                                 See "Description of the
                                 Certificates--Advances" and "--Subordination;
                                 Allocation of Collateral Support Deficit" in
                                 this prospectus supplement and "Description of
                                 the Certificates--Advances in Respect of
                                 Delinquencies" and "Description of the Pooling
                                 Agreements--Certificate Account" in the
                                 prospectus.

                                 THE MORTGAGE LOANS

The Mortgage Pool.............   The trust's primary assets will be 240 fixed
                                 rate mortgage loans, each evidenced by one or
                                 more promissory notes secured by first
                                 mortgages, deeds of trust or similar security
                                 instruments on the fee and/or leasehold estate
                                 of the related borrower in 253 commercial,
                                 multifamily and manufactured housing community
                                 mortgaged properties.

                                 The Universal Hotel Portfolio loan (identified
                                 as Loan No. 2 on Annex A-1 to this prospectus
                                 supplement) with a principal balance as of the
                                 cut-off date of $100,000,000 and representing
                                 approximately 4.8% of the aggregate principal
                                 balance of the pool of mortgage loans as of
                                 the cut-off date, is one of seven mortgage
                                 loans that is part of a split loan structure,
                                 and is secured by the same mortgage instrument
                                 on the related mortgaged properties. The
                                 Universal Hotel Portfolio loan is secured by
                                 Note A-5, which is included in the trust fund.
                                 Note A-1, Note A-2, Note A-3, Note A-4, Note
                                 B-1 and Note B-2 are part of the split loan
                                 structure but are not included in the trust
                                 fund. Each of the Universal Hotel Portfolio
                                 loan Note A-1, Note A-2, Note A-3 and Note A-4
                                 is pari passu in right of payment with the
                                 Universal Hotel Portfolio loan and have
                                 outstanding principal balances as of the
                                 cut-off date of $65,000,000, $80,000,000,
                                 $55,000,000 and $100,000,000, respectively.
                                 Each of the Universal Hotel Portfolio loan
                                 Note B-1 and Note B-2 is not included in the
                                 trust fund, and has an aggregate unpaid
                                 principal balance as of the cut-off date of
                                 $50,000,000. Each of the Universal Hotel
                                 Portfolio loan Note B-1 and Note B-2 is
                                 subordinate in right of payment to the
                                 Universal Hotel Portfolio loan and the
                                 Universal Hotel Portfolio pari passu companion
                                 notes.

                                 The Universal Hotel Portfolio loan included in
                                 the trust, and the related Universal Hotel
                                 Portfolio pari passu companion notes and
                                 Universal Hotel Portfolio B note, which are
                                 not included in the trust, are being serviced
                                 in accordance with a pooling and servicing
                                 agreement


                                      S-22


                                 separate from the pooling and servicing
                                 agreement under which your certificates are
                                 issued, by the master servicer and special
                                 servicer that are parties to that separate
                                 pooling and servicing agreement, and according
                                 to the servicing standards provided for in
                                 that separate pooling and servicing agreement.
                                 In addition, the holders of the Universal
                                 Hotel Portfolio notes not included in the
                                 trust have the right, subject to certain
                                 conditions set forth in the separate pooling
                                 and servicing agreement and/or in the
                                 Universal Hotel Portfolio intercreditor
                                 agreement to advise and direct the master
                                 servicer and/or special servicer under the
                                 separate pooling and servicing agreement with
                                 respect to various servicing matters or loan
                                 modifications affecting each of the mortgage
                                 loans in the related split loan structure,
                                 including the Universal Hotel Portfolio loan
                                 that is included in the trust. See "Servicing
                                 of the Mortgage Loans--Directing
                                 Certificateholder and the Universal Hotel
                                 Portfolio Operating Advisor" in this
                                 prospectus supplement.

                                 The mortgage loan amount and debt service
                                 payments used in this prospectus supplement
                                 for purposes of calculating the loan-to-value
                                 ratios and debt service coverage ratios for
                                 the Universal Hotel Portfolio loan is the
                                 aggregate principal balance of the Universal
                                 Hotel Portfolio loan and the Universal Hotel
                                 Portfolio pari passu companion notes. The
                                 principal balance of the Universal Hotel
                                 Portfolio B note is included in the
                                 calculation of loan-to-value ratios and debt
                                 service coverage ratios only where expressly
                                 indicated. With respect to the Universal Hotel
                                 Portfolio loan, the loan amount used in this
                                 prospectus supplement for purposes of
                                 weighting the individual loan-to-value ratios
                                 and debt service coverage ratios is the
                                 principal balance of the Universal Hotel
                                 Portfolio loan.

                                 The aggregate principal balance of the
                                 mortgage loans as of the cut-off date will be
                                 approximately $2,076,723,076.

                                 One mortgage loan (referred to in this
                                 prospectus supplement as the Lowe's Aliso
                                 Viejo AB mortgage loan) is evidenced by the
                                 senior of two notes secured by a single
                                 mortgage on the related mortgaged property and
                                 a single assignment of leases, with the
                                 subordinate companion loan not being part of
                                 the trust fund. The Lowe's Aliso Viejo AB
                                 mortgage loan is secured by the mortgaged
                                 properties identified on Annex A-1 to this
                                 prospectus supplement as the Lowe's Aliso
                                 Viejo mortgaged property, representing
                                 approximately 2.0% of the aggregate principal
                                 balance of the pool of mortgage loans as of
                                 the cut-off date (approximately


                                      S-23


                                 2.4% of the aggregate principal balance of the
                                 mortgage loans in loan group 1 as of the
                                 cut-off date.)

                                 The Lowe's Aliso Viejo AB mortgage loan and
                                 the Lowe's Aliso Viejo subordinate companion
                                 loan are subject to an intercreditor
                                 agreement. The intercreditor agreement
                                 generally allocates collections in respect of
                                 the related mortgage loan prior to a monetary
                                 event of default, or material non-monetary
                                 event of default to the mortgage loan in the
                                 trust fund and the related subordinate
                                 companion loan on a pro rata basis. After a
                                 monetary event of default or material
                                 non-monetary event of default, the
                                 intercreditor agreement generally allocates
                                 collections in respect of the Lowe's Aliso
                                 Viejo mortgage loan first to the Lowe's Aliso
                                 Viejo AB mortgage loan and second to the
                                 related Lowe's Aliso Viejo AB subordinate
                                 companion loan. The master servicer and the
                                 special servicer will service and administer
                                 the Lowe's Aliso Viejo AB mortgage loan and
                                 the Lowe's Aliso Viejo subordinate companion
                                 loan pursuant to the pooling and servicing
                                 agreement and the Lowe's Aliso Viejo
                                 intercreditor agreement so long as the Lowe's
                                 Aliso Viejo AB mortgage loan is part of the
                                 trust fund. Amounts attributable to the Lowe's
                                 Aliso Viejo subordinate companion loan will
                                 not be an asset of the trust fund, and will be
                                 beneficially owned by the holder of the Lowe's
                                 Aliso Viejo subordinate companion loan. See
                                 "Description of the Mortgage Pool-- Lowe's
                                 Aliso Viejo AB Mortgage Loan Pair" in this
                                 prospectus supplement.

                                 The holder of the Lowe's Aliso Viejo
                                 subordinate companion loan will have the right
                                 to purchase the Lowe's Aliso Viejo AB mortgage
                                 loan under certain limited circumstances. In
                                 addition, the holder of the Lowe's Aliso Viejo
                                 subordinate companion loan will have the right
                                 to approve certain modifications to the Lowe's
                                 Aliso Viejo AB mortgage loan under certain
                                 circumstances. See "Description of the
                                 Mortgage Pool-- Lowe's Aliso Viejo AB Mortgage
                                 Loan Pair" in this prospectus supplement.

                                 The holder of the Lowe's Aliso Viejo
                                 subordinate companion loan will have the
                                 right, under certain conditions, (i) to
                                 direct, consent, or provide advice with
                                 respect to certain actions proposed to be
                                 taken by the master servicer or the special
                                 servicer, as applicable, with respect to the
                                 Lowe's Aliso Viejo AB mortgage loan or
                                 mortgaged property and (ii) to make cure
                                 payments on the Lowe's Aliso Viejo AB mortgage
                                 loan.

                                 The following tables set forth certain
                                 anticipated characteristics of the mortgage
                                 loans as of the cut-off date (unless otherwise
                                 indicated). Except as specifically


                                      S-24


                                 provided in this prospectus supplement,
                                 information presented in this prospectus
                                 supplement (including loan-to-value ratios and
                                 debt service coverage ratios) with respect to
                                 a mortgage loan with a subordinate companion
                                 loan is calculated without regard to the
                                 related subordinate companion loan, and in the
                                 case of the Universal Hotel Portfolio loan,
                                 such information in certain circumstances,
                                 particularly as it relates to debt service
                                 coverage ratios and loan to value ratios,
                                 includes the principal balance and debt
                                 service payments of the Universal Hotel
                                 Portfolio pari passu companion loans, but not
                                 the principal balance of the Universal Hotel
                                 Portfolio B note. The sum of the numerical
                                 data in any column may not equal the indicated
                                 total due to rounding. Unless otherwise
                                 indicated, all figures presented in this
                                 "Summary of Terms" are calculated as described
                                 under "Description of the Mortgage
                                 Pool--Additional Mortgage Loan Information" in
                                 this prospectus supplement and all percentages
                                 represent the indicated percentage of the
                                 aggregate principal balance of the pool of
                                 mortgage loans, the mortgage loans in loan
                                 group 1 or the mortgage loans in loan group 2,
                                 in each case, as of the cut-off date. The
                                 principal balance of each mortgage loan as of
                                 the cut-off date assumes the timely receipt of
                                 principal scheduled to be paid on or before
                                 the cut-off date and no defaults,
                                 delinquencies or prepayments on any mortgage
                                 loan on or prior to the cut-off date.

                                      S-25


     The mortgage loans will have the following approximate characteristics as
of the cut-off date:
                   CUT-OFF DATE MORTGAGE LOAN CHARACTERISTICS



<TABLE>

                                              ALL MORTGAGE LOANS               LOAN GROUP 1            LOAN GROUP 2
                                        ------------------------     --------------------------    -----------------------

Aggregate outstanding principal
 balance(1) ...........................           $2,076,723,076                 $1,742,002,009               $334,721,068
Number of mortgage loans ..............                      240                            170                         70
Number of mortgaged properties.........                      253                            183                         70
Number of crossed loan pools ..........                        6                              3                          3
Range of mortgage loan principal
 balances ............................. $998,117 to $174,810,583     $1,060,000 to $174,810,583    $998,117 to $29,600,000
Average mortgage loan principal
 balance ..............................              $ 8,653,013                    $10,247,071                 $4,781,730
Range of mortgage rates ...............       4.4500% to 6.3250%             4.4500% to 6.2900%         4.7500% to 6.3250%
Weighted average mortgage rate.........                  5.1689%                        5.1658%                    5.1850%
Range of original terms to
 maturity(2) ..........................                60 to 204                      60 to 204                  60 to 120
Weighted average original term to
 maturity(2) ..........................                      107                            106                        114
Range of remaining terms to
 maturity(2) ..........................                57 to 203                      58 to 203                  57 to 120
Weighted average remaining term
 to maturity(2) .......................                      106                            105                        113
Range of original amortization
 terms(3) .............................               120 to 360                     120 to 360                 300 to 360
Weighted average original
 amortization term(3) .................                      354                            353                        357
Range of remaining amortization
 terms(3) .............................               120 to 360                     120 to 360                 294 to 360
Weighted average remaining
 amortization term(3) .................                      353                            353                        356
Range of loan-to-value ratios(5) ......           22.4% to 80.3%                 29.6% to 80.3%             22.4% to 80.3%
Weighted average loan-to-value
 ratio(5) .............................                    69.6%                          68.7%                      74.0%
Range of loan-to-value ratios as of
 the maturity date(2)(4)(5) ...........           18.4% to 80.0%                 28.4% to 80.0%             18.4% to 80.0%
Weighted average loan-to-value
 ratio as of the maturity
 date(2)(4)(5) ........................                    62.0%                          61.6%                      64.3%
Range of debt service coverage
 ratios(6) ............................           1.20x to 5.64x                 1.20x to 5.64x             1.20x to 4.00x
Weighted average debt service
 coverage ratio(6) ....................                    1.63x                          1.68x                      1.39x
Percentage of aggregate
 outstanding principal balance
 consisting of:
Balloon mortgage loans ................
 Balloon ..............................                    39.4%                          36.6%                      54.4%
 Partial Interest Only(7) .............                    39.3%                          40.1%                      35.2%
 Interest Only ........................                    21.1%                          23.2%                      10.3%
Fully Amortizing Loans ................                     0.1%                           0.2%                       0.0%

</TABLE>

- ----------
(1)   Subject to a permitted variance of plus or minus 10%.
(2)   In the case of the mortgage loans with anticipated repayment dates, as of
      the related anticipated repayment date.
(3)   Excludes the mortgage loans that pay interest-only to maturity.
(4)   Excludes the fully amortizing mortgage loans.
(5)   In the case of 5 mortgage loans (identified as loan numbers 6, 35, 39, 56
      and 80 on Annex A-1 to this prospectus supplement), the loan-to-value
      ratios were based on the stabilized values as defined in the related
      appraisal.
(6)   In the case of 4 mortgage loans (identified as loan nos.  20, 50, 56 and
      124 on Annex A-1 to this prospectus supplement), the debt service
      coverage ratio was calculated taking into account various assumptions
      regarding the financial performance of the related mortgaged real
      property on a "stabilized" basis that are consistent with the respective
      performance-related criteria required to obtain the release of certain
      escrows pursuant to the related mortgage loan documents. See Annex A-1
      for more information regarding the determination of debt service coverage
      ratios with respect to these mortgage loans. For all partial
      interest-only loans, the debt service coverage ratio was calculated based
      on the first principal and interest payments made into the trust during
      the term of the loan.
(7)   Includes 2 partial interest-only ARD loans representing 2.8% of the
      aggregate principal balance of the mortgage loans as of the cut-off date.



                                      S-26


                                 The mortgage loans accrue interest based on
                                 the following conventions:

                             INTEREST ACCRUAL BASIS

                                     AGGREGATE                  % OF       % OF
                                     PRINCIPAL        % OF    INITIAL    INITIAL
        INTEREST      NUMBER OF      BALANCE OF     INITIAL     LOAN       LOAN
         ACCRUAL       MORTGAGE       MORTGAGE        POOL    GROUP 1    GROUP 2
          BASIS         LOANS          LOANS        BALANCE   BALANCE    BALANCE
   -----------------  ---------   --------------    -------   -------    -------
   Actual/360 ......     231      $1,977,018,029      95.2%     94.3%     100.0%
   30/360 ..........       9          99,705,047       4.8       5.7        0.0
                         ---      --------------     -----     -----      -----
   Total: ..........     240      $2,076,723,076     100.0%    100.0%     100.0%
                         ===      ==============     =====     =====      =====

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

                               AMORTIZATION TYPES

                                      AGGREGATE                  % OF     % OF
                                      PRINCIPAL        % OF    INITIAL   INITIAL
                       NUMBER OF      BALANCE OF     INITIAL     LOAN     LOAN
      TYPE OF           MORTGAGE       MORTGAGE        POOL    GROUP 1   GROUP 2
    AMORTIZATION         LOANS          LOANS        BALANCE   BALANCE   BALANCE
- ---------------------  ---------   --------------    -------   -------   -------
Balloon Loans
  Balloon ...........     143      $  818,974,088      39.4%     36.6%     54.4%
  Partial Interest
  Only(1) ...........      71         816,727,687      39.3      40.1      35.2
  Interest Only .....      24         438,350,047      21.1      23.2      10.3
                          ---      --------------     -----     -----     -----
Subtotal ............     238       2,074,051,823      99.9%     99.8%    100.0%
Fully Amortizing
  Loans .............       2           2,671,254       0.1       0.2       0.0
                          ---      --------------     -----     -----     -----
Total: ..............     240      $2,076,723,076     100.0%    100.0%    100.0%
                          ===      ==============     =====     =====     =====

                                 ----------
                                 (1)   Includes 2 partial interest-only ARD
                                       loans representing 2.8% of the initial
                                       pool balance.

                                 Two (2) mortgage loans, representing
                                 approximately 2.8% of the aggregate principal
                                 balance of the pool of mortgage loans as of
                                 the cut-off date approximately 3.3% of the
                                 aggregate principal balance of the mortgage
                                 loans in loan group 1 as of the cut-off date),
                                 provide for an increase in the related
                                 interest rate after a certain date, referred
                                 to as the anticipated repayment date. The
                                 interest accrued in excess of the original
                                 rate, together with any interest on that
                                 accrued interest, will be deferred and will
                                 not be paid until the principal balance of the
                                 related mortgage loan has been paid, at which
                                 time the deferred interest will be paid to the
                                 Class S certificates. In addition, after the
                                 anticipated repayment date, cash flow in
                                 excess of that required for debt service and
                                 certain budgeted expenses with respect to the
                                 related mortgaged property will be applied
                                 towards the payment of principal (without
                                 payment of a yield maintenance charge) of the
                                 related mortgage loan until its principal
                                 balance has been reduced to zero. A
                                 substantial principal payment would be
                                 required


                                      S-27


                                 to pay off these mortgage loans on their
                                 anticipated repayment dates. The amortization
                                 terms for these mortgage loans are
                                 significantly longer than the periods up to
                                 the related mortgage loans' anticipated
                                 repayment dates. See "Description of the
                                 Mortgage Pool--ARD Loans" in this prospectus
                                 supplement.

                                 See "Description of the Mortgage
                                 Pool--Additional Mortgage Loan Information"
                                 and "--Certain Terms and Conditions of the
                                 Mortgage Loans" in this prospectus supplement.


                                 The following table contains general
                                 information regarding the prepayment
                                 provisions of the mortgage loans:

                       OVERVIEW OF PREPAYMENT PROTECTION

                                     AGGREGATE                  % OF      % OF
                                     PRINCIPAL        % OF    INITIAL    INITIAL
                      NUMBER OF      BALANCE OF     INITIAL     LOAN      LOAN
       PREPAYMENT      MORTGAGE       MORTGAGE        POOL    GROUP 1    GROUP 2
       PROTECTION       LOANS          LOANS        BALANCE   BALANCE    BALANCE
     ---------------  ---------   --------------    -------   -------    -------
     Defeasance.....     217      $1,871,674,458      90.1%     89.2%      94.7%
     Yield
       Maintenance..      23         205,048,618       9.9      10.8        5.3
                         ---      --------------     -----     -----      -----
     Total: ........     240      $2,076,723,076     100.0%    100.0%     100.0%
                         ===      ==============     =====     =====      =====

                                 Defeasance permits the related borrower to
                                 substitute direct non-callable U.S. Treasury
                                 obligations or, in certain cases, other
                                 government securities for the related
                                 mortgaged property as collateral for the
                                 related mortgage loan.

                                 The mortgage loans generally permit voluntary
                                 prepayment without payment of a yield
                                 maintenance charge or any prepayment premium
                                 during a limited "open period" immediately
                                 prior to and including the stated maturity
                                 date or anticipated repayment date as follows:


                             PREPAYMENT OPEN PERIOD

                                     AGGREGATE                  % OF      % OF
                                     PRINCIPAL        % OF    INITIAL    INITIAL
                      NUMBER OF      BALANCE OF     INITIAL     LOAN      LOAN
          OPEN         MORTGAGE       MORTGAGE        POOL    GROUP 1    GROUP 2
        PAYMENTS        LOANS          LOANS        BALANCE   BALANCE    BALANCE
     ---------------  ---------   --------------    -------   -------    -------
     1 .............       3      $   89,408,673       4.3%      4.6%       2.8%
     2 .............       6          23,475,000       1.1       1.0        2.1
     3 .............     114         662,369,507      31.9      31.0       36.7
     4 .............      79         850,629,400      41.0      45.0       19.8
     6 .............       9         109,899,372       5.3       3.6       13.9
     7 .............       3         256,319,124      12.3      14.7        0.0
     12 ............      25          82,672,000       4.0       0.0       24.7
     13 ............       1           1,950,000       0.1       0.1        0.0
                         ---      --------------     -----     -----      -----
     Total: ........     240      $2,076,723,076     100.0%    100.0%     100.0%
                         ===      ==============     =====     =====      =====


                                      S-28


                                 See "Description of the Mortgage
                                 Pool--Additional Mortgage Loan Information"
                                 and "--Certain Terms and Conditions of the
                                 Mortgage Loans--Defeasance; Collateral
                                 Substitution; Property Releases" in this
                                 prospectus supplement.

                  CURRENT USES OF THE MORTGAGED PROPERTIES(1)

                                     AGGREGATE                  % OF      % OF
                                     PRINCIPAL        % OF    INITIAL    INITIAL
                      NUMBER OF      BALANCE OF     INITIAL     LOAN      LOAN
                      MORTGAGED       MORTGAGE        POOL    GROUP 1    GROUP 2
     CURRENT USE     PROPERTIES        LOANS        BALANCE   BALANCE    BALANCE
    ---------------  ----------   --------------    -------   -------    -------
    Office ........       53      $  690,907,151      33.3%     39.7%       0.0%
    Retail ........       74         648,801,984      31.2      37.2        0.0
    Multifamily....       66         352,599,920      17.0       3.0       89.8
    Hotel .........        5         188,990,255       9.1      10.8        0.0
    Self Storage...       30          78,913,199       3.8       4.5        0.0
    Manufactured
      Housing
      Community....       11          66,462,663       3.2       1.9       10.2
    Industrial ....       14          50,047,904       2.4       2.9        0.0
                         ---      --------------     -----     -----      -----
    Total: ........      253      $2,076,723,076     100.0%    100.0%     100.0%
                         ===      ==============     =====     =====      =====

                                 ----------
                                 (1)   Because this table presents information
                                       relating to mortgaged properties and not
                                       mortgage loans, the information for
                                       mortgage loans secured by more than one
                                       mortgaged property is based on allocated
                                       loan amounts as stated in Annex A-1.

                                 The mortgaged properties are located in 38
                                 states. The following table lists the states
                                 which have concentrations of mortgaged
                                 properties of 5.0% or more:

                     GEOGRAPHIC DISTRIBUTION--ALL LOANS(1)

                                                         AGGREGATE
                                                         PRINCIPAL        % OF
                                          NUMBER OF      BALANCE OF      INITIAL
                                          MORTGAGED       MORTGAGE        POOL
                         STATE           PROPERTIES        LOANS         BALANCE
                  ---------------------  ----------   --------------     -------
                  California ..........       61      $  447,792,814       21.6%
                  Texas ...............       22         231,213,465       11.1
                  Connecticut .........        7         211,788,037       10.2
                  Florida .............       18         195,083,764        9.4
                  Michigan ............       10         157,188,217        7.6
                  New York ............       10         119,708,086        5.8
                  Other ...............      125         713,948,693       34.4
                                             ---      --------------      -----
                  Total: ..............      253      $2,076,723,076      100.0%
                                             ===      ==============      =====

                                 ----------
                                 (1)   Because this table presents information
                                       relating to mortgaged properties and not
                                       mortgage loans, the information for
                                       mortgage loans secured by more than one
                                       mortgaged property is based on allocated
                                       loan amounts as stated in Annex A-1.


                                      S-29


                    GEOGRAPHIC DISTRIBUTION--LOAN GROUP 1(1)

                                                         AGGREGATE
                                                         PRINCIPAL        % OF
                                          NUMBER OF      BALANCE OF      INITIAL
                                          MORTGAGED       MORTGAGE        POOL
                         STATE           PROPERTIES        LOANS         BALANCE
                  ---------------------  ----------   --------------     -------
                  California ..........       33      $  340,520,733       19.5%
                  Connecticut .........        6         205,788,037       11.8
                  Texas ...............       17         196,314,035       11.3
                  Florida .............       16         185,944,493       10.7
                  Michigan ............        8         145,848,217        8.4
                  New York ............        9         116,853,086        6.7
                  Other ...............       94         550,733,408       31.6
                                             ---      --------------      -----
                  Total: ..............      183      $1,742,002,009      100.0%
                                             ===      ==============      =====

                                 ----------
                                 (1)   Because this table presents information
                                       relating to mortgaged properties and not
                                       mortgage loans, the information for
                                       mortgage loans secured by more than one
                                       mortgaged property is based on allocated
                                       loan amounts as stated in Annex A-1.



                    GEOGRAPHIC DISTRIBUTION--LOAN GROUP 2(1)

                                                          AGGREGATE
                                                          PRINCIPAL       % OF
                                            NUMBER OF     BALANCE OF     INITIAL
                                            MORTGAGED      MORTGAGE       POOL
                            STATE          PROPERTIES       LOANS        BALANCE
                     --------------------  ----------   ------------     -------
                     California .........      28       $107,272,081       32.0%
                     Georgia ............       3         35,687,240       10.7
                     Texas ..............       5         34,899,430       10.4
                     Arizona ............       4         28,215,934        8.4
                     Other ..............      30        128,646,383       38.4
                                               --       ------------      -----
                     Total: .............      70       $334,721,068      100.0%
                                               ==       ============      =====

                                 ----------
                                 (1)   Because this table presents information
                                       relating to mortgaged properties and not
                                       mortgage loans, the information for
                                       mortgage loans secured by more than one
                                       mortgaged property is based on allocated
                                       loan amounts as stated in Annex A-1.

                      ADDITIONAL ASPECTS OF CERTIFICATES

Denominations.................   The offered certificates (other than the
                                 Class X-2 certificates) will be offered in
                                 minimum denominations of $10,000 initial
                                 certificate balance. Investments in excess of
                                 the minimum denominations may be made in
                                 multiples of $1. The Class X-2 certificates
                                 will be issued, maintained and transferred only
                                 in minimum denominations of authorized initial
                                 notional amount of not less than $1,000,000,
                                 and in integral multiples of $1 in excess
                                 thereof.


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, or
                                 DTC.


                                      S-30


                                 You may hold your offered certificates
                                 through: (1) DTC in the United States; or (2)
                                 Clearstream Banking, societe anonyme or
                                 Euroclear Bank, as operator of the Euroclear
                                 System. Transfers within DTC, Clearstream
                                 Banking, societe anonyme or Euroclear Bank, as
                                 operator of the Euroclear System, will be made
                                 in accordance with the usual rules and
                                 operating procedures of those systems.

                                 We may elect to terminate the book-entry
                                 system through DTC (with the consent of the
                                 DTC participants), Clearstream Banking,
                                 societe anonyme or Euroclear Bank, as operator
                                 of the Euroclear System, with respect to all
                                 or any portion of any class of the offered
                                 certificates.

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


Information Available to
Certificateholders............   On each distribution date, the paying agent
                                 will prepare and make available to each
                                 certificateholder of record, initially expected
                                 to be Cede & Co., a statement as to the
                                 distributions being made on that date.
                                 Additionally, under certain circumstances,
                                 certificateholders of record may be entitled to
                                 certain other information regarding the trust.
                                 See "Description of the Certificates--Reports
                                 to Certificateholders; Certain Available
                                 Information" in this prospectus supplement.
Deal Information/Analytics....   Certain information concerning the mortgage
                                 loans and the offered certificates may be
                                 available to subscribers through the following
                                 services:

                                 o Bloomberg, L.P., Trepp, LLC and Intex
                                   Solutions, Inc.; and

                                 o the paying agent's website at
                                   www.etrustee.net.

Optional Termination..........   On any distribution date on which the
                                 aggregate principal balance of the pool of
                                 mortgage loans remaining in the trust fund is
                                 less than 1% of the aggregate principal 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 (and all
                                 property acquired through exercise of remedies
                                 in respect of any mortgage loan) at the price
                                 specified in this prospectus supplement.
                                 Exercise of this option will terminate the
                                 trust and retire the then outstanding
                                 certificates. The trust may also be terminated
                                 in connection with a voluntary exchange of all
                                 the then outstanding certificates (other than
                                 the Class S, Class R and Class LR
                                 certificates), including the Class X-1
                                 certificates (provided, however, that the
                                 offered certificates are no


                                      S-31


                                 longer outstanding and there is only one
                                 holder of the outstanding certificates) for
                                 the mortgage loans remaining in the trust.

                                 See "Description of the
                                 Certificates--Termination; Retirement of
                                 Certificates" in this prospectus supplement
                                 and "Description of the Certificates--
                                 Termination" in the prospectus.

Tax Status....................   Elections will be made to treat a portion of
                                 the trust (exclusive of the Class A-4FL regular
                                 interest, the swap contract, the floating rate
                                 account and the interest that is deferred after
                                 the anticipated repayment date on the mortgage
                                 loans that have anticipated repayment dates and
                                 the related distribution account for this
                                 deferred interest) as two separate REMICs -- a
                                 lower-tier REMIC and an upper-tier REMIC -- for
                                 federal income tax purposes. The portion of the
                                 trust representing the deferred interest
                                 described above will be treated as a grantor
                                 trust for federal income tax purposes. The
                                 grantor trust will also hold the Class A-4FL
                                 regular interest, the swap contract and the
                                 floating rate account, and the Class A-4FL
                                 certificates will represent an undivided
                                 beneficial interest in those assets. In the
                                 opinion of counsel, the portions of the trust
                                 referred to above will qualify for this
                                 treatment.

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

                                 o Each class of offered certificates (other
                                   than the Class A-4FL certificates) and the
                                   Class A-4FL regular interest will represent
                                   "regular interests" in the upper-tier REMIC.

                                 o The Class A-4FL certificates will represent
                                   an undivided interest in a portion of the
                                   trust fund which is treated as a grantor
                                   trust for federal income tax purposes, which
                                   portion includes the Class A-4FL regular
                                   interest, the floating rate account and the
                                   beneficial interest of such class in the swap
                                   contract.

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

                                 o You will be required to report income on the
                                   regular interests represented by your
                                   certificates using the accrual method of
                                   accounting.

                                 o It is anticipated that the offered
                                   certificates (other than the Class A-4FL
                                   certificates and the Class X-2 certificates)
                                   and the Class A-4FL regular interest will be
                                   issued [at a premium], and that the Class X-2

                                      S-32


                                   certificates will be issued with original
                                   issue discount for federal income tax
                                   purposes.

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

Certain ERISA Considerations...  Subject to important considerations described
                                 under "Certain ERISA Considerations" in this
                                 prospectus supplement and in the prospectus,
                                 the offered certificates are eligible for
                                 purchase by persons investing assets of
                                 employee benefit plans or individual retirement
                                 accounts. In particular, fiduciaries of plans
                                 contemplating purchase of the Class A-4FL
                                 certificates should review the additional
                                 requirements for purchases of Class A-4FL
                                 certificates by plans, as discussed under
                                 "Certain ERISA Considerations" in this
                                 prospectus supplement.

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 prospectus.

Ratings.......................   The offered certificates will not be issued
                                 unless each of the offered classes receives the
                                 following 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-3 ............      Aaa       AAA
                                 Class A-4A ...........      Aaa       AAA
                                 Class A-4B ...........      Aaa       AAA
                                 Class A-4FL ..........      Aaa       AAA
                                 Class A-SB ...........      Aaa       AAA
                                 Class X-2 ............      Aaa       AAA
                                 Class A-J ............      Aaa       AAA
                                 Class B ..............      Aa2        AA
                                 Class C ..............      Aa3       AA--
                                 Class D ..............       A2        A


                                      S-33


                                 A rating agency may downgrade, qualify or
                                 withdraw a security rating at any time. A
                                 rating agency not requested to rate the
                                 offered certificates may nonetheless issue a
                                 rating and, if one does, it may be lower than
                                 those stated above. The security ratings do
                                 not address the frequency of prepayments
                                 (whether voluntary or involuntary) of mortgage
                                 loans, the degree to which prepayments might
                                 differ from those originally anticipated, the
                                 likelihood of collection of excess interest,
                                 default interest or yield maintenance charges,
                                 or the tax treatment of the certificates.
                                 Also, the security ratings do not represent
                                 any assessment of the yield to maturity that
                                 investors may experience or the possibility
                                 that the Class X-2 certificateholders might
                                 not fully recover their investments in the
                                 event of rapid prepayments of the mortgage
                                 loans (including both voluntary and
                                 involuntary prepayments). In addition, a
                                 security rating of the Class A-4FL
                                 certificates does not represent any assessment
                                 as to whether the floating interest rate on
                                 such certificates will convert to a fixed
                                 rate. With respect to the Class A-4FL
                                 certificates, Moody's Investors Service, Inc.
                                 and Standard & Poor's Ratings Services, a
                                 division of The McGraw-Hill Companies, Inc.
                                 are only rating the receipt of interest up to
                                 the fixed per annum rate applicable to the
                                 Class A-4FL regular interest. See "Yield and
                                 Maturity Considerations," "Risk Factors" and
                                 "Description of the Certificates--Advances" in
                                 this prospectus supplement and "Yield and
                                 Maturity Considerations" in the prospectus.

                                 See "Ratings" in this prospectus supplement
                                 and "Rating" in the prospectus for a
                                 discussion of the basis upon which ratings are
                                 given and the conclusions that may not be
                                 drawn from a rating.

                                      S-34


                                 RISK FACTORS

     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.

     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.

     If any of the following events or circumstances identified as risks
actually occur or materialize, your investment could be materially and
adversely affected.

     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.

GEOGRAPHIC CONCENTRATION ENTAILS RISKS

     Mortgaged properties located in California, Connecticut, Texas, Florida,
Michigan and New York secure mortgage loans representing approximately 21.6%,
11.1%, 10.2%, 9.4%, 7.6% and 5.8%, respectively, by allocated loan amount of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date.

     Mortgaged properties located in California, Connecticut, Texas, Florida,
Michigan and New York secure mortgage loans representing approximately 19.5%,
11.8%, 11.3%, 10.7%, 8.4% and 6.7%, respectively, by allocated loan amount of
the aggregate principal balance of the pool of mortgage loans in loan group 1
as of the cut-off date.

     Mortgaged properties located in California, Georgia, Texas and Arizona
secure mortgage loans representing approximately 32.0%, 10.7%, 10.4% and 8.4%,
respectively, by allocated loan amount of the aggregate principal balance of
the pool of mortgage loans in loan group 2 as of the cut-off date.

     With respect to the mortgaged properties located in California, 53 of the
mortgaged properties securing mortgage loans representing approximately 17.3%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date by allocated loan amount are in southern California (27 mortgage
loans in loan group 1, representing approximately 14.9% of the aggregate
principal balance of the loans in loan group 1 as of the cut-off date and 26
mortgage loans in loan group 2, representing approximately 29.8% of the
aggregate principal balance of the loans in loan group 2 as of the cut-off
date), and 8 of the mortgaged properties securing mortgage loans representing
approximately 4.3% of the aggregate principal balance of the pool of mortgage
loans of the cut-off date by allocated loan amount are in northern California
(6 mortgage loans in loan group 1, representing approximately 4.7% of the
aggregate principal balance of the loans in loan group 1 as of the cut-off date
and 2 mortgage loans in loan group 2, representing approximately 2.3% of the
aggregate principal balance of the loans in loan group 2 as of the cut-off
date). For purposes of determining whether a mortgaged property is in northern
California or southern California, mortgaged properties located north of San
Luis Obispo County, Kern County and San Bernardino County are included in
northern California and mortgaged properties located in or south of those
counties are included in southern California.

     Concentrations of mortgaged properties in geographic areas may increase
the risk that adverse economic or other developments or natural disasters
affecting a particular region of the country could increase the frequency and
severity of losses on mortgage loans secured by those properties. In recent
periods, several regions of the United States have experienced significant real
estate downturns. Regional economic declines or conditions in regional real
estate markets could adversely affect the income from, and market value of, the
mortgaged properties. Other


                                      S-35


regional factors--e.g., earthquakes, floods, forest fires or hurricanes or
changes in governmental rules or fiscal policies--also may adversely affect the
mortgaged properties. For example, mortgaged properties located in California
or Florida may be more susceptible to certain hazards (such as earthquakes or
hurricanes) than mortgaged properties in other parts of the country.

CERTAIN STATE-SPECIFIC CONSIDERATIONS

     Sixty-one (61) of the Mortgaged Properties, representing approximately
21.6% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date (33 mortgage loans in loan group 1 representing approximately
19.5% of the aggregate principal balance of the mortgage loans in loan group 1
as of the cut-off date and 28 mortgage loans in loan group 2 representing
approximately 32.0% of the aggregate principal balance of the mortgage loans in
loan group 2 as of the cut-off date), are located in the State of California.
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 court appointed sheriff under a
judicial foreclosure. Following a judicial foreclosure sale, the borrower or
its successor in interest may, for a period of up to one year, redeem the
property. California's "one action rule" requires the lender to exhaust the
security afforded under the deed of trust by foreclosure in an attempt to
satisfy the full debt before bringing a personal action (if otherwise
permitted) against the borrower for recovery of the debt, except in certain
cases involving environmentally impaired real property. California case law has
held that acts such as an offset of an unpledged account constitute violations
of such statutes. Violations of such statutes may result in the loss of some or
all of the security under the 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 lender is
precluded from seeking a deficiency judgment from the borrower or, under
certain circumstances, guarantors. California statutory provisions regarding
assignments of rents and leases require that a lender whose loan is secured by
such an assignment must exercise a remedy with respect to rents as authorized
by statute in order to establish its right to receive the rents after an event
of default. Among the remedies authorized by statute is the lender's right to
have a receiver appointed under certain circumstances See "--Risks Associated
with One Action Rules" below.

RISKS TO THE MORTGAGED PROPERTIES RELATING TO TERRORIST ATTACKS AND FOREIGN
CONFLICTS

     The terrorist attacks on the World Trade Center and the Pentagon on
September 11, 2001 suggest the possibility that large public areas such as
shopping malls or large office buildings could become the target of terrorist
attacks in the future. The occurrence or the possibility of such attacks could
(i) lead to damage to one or more of the mortgaged properties if any terrorist
attacks occur, (ii) result in higher costs for security and insurance premiums
or diminish the availability of insurance coverage for losses related to
terrorist attacks, particularly for large properties, which could adversely
affect the cash flow at those mortgaged properties, or (iii) impact leasing
patterns or shopping patterns, which could adversely impact leasing revenue,
mall traffic and percentage rent. As a result, the ability of the mortgaged
properties to generate cash flow may be adversely affected.

     With respect to shopping patterns, attacks in the United States, incidents
of terrorism occurring outside the United States and the military conflicts in
Iraq and elsewhere may continue to significantly reduce air travel throughout
the United States, and, therefore, continue to have a negative effect on
revenues in areas heavily dependent on tourism. The decrease in air travel may


                                      S-36


have a negative effect on certain of the mortgaged properties located in areas
heavily dependent on tourism, which could reduce the ability of the affected
mortgaged properties to generate cash flow.

     The United States continues to maintain a military presence in Iraq and
Afghanistan. It is uncertain what effect the activities of the United States in
Iraq, Afghanistan or any future conflict with any other country or group will
have on domestic and world financial markets, economies, real estate markets,
insurance costs or business segments. Foreign or domestic conflict of any kind
could have an adverse effect on the performance of the mortgaged properties.

RISKS RELATING TO MORTGAGE LOAN CONCENTRATIONS

     The effect of mortgage pool loan losses will be more severe if the losses
relate to mortgage loans that account for a disproportionately large percentage
of the pool's aggregate principal balance. In this regard:

     o The largest mortgage loan represents approximately 8.4% of the aggregate
       principal balance of the pool of mortgage loans as of the cut-off date
       (the largest mortgage loan in loan group 1 (treating as a single mortgage
       loan all mortgage loans that are cross-collateralized with each other)
       represents approximately 10.0% of the aggregate principal balance of the
       mortgage loans in loan group 1 as of the cut-off date and the largest
       mortgage loan in loan group 2 represents approximately 8.8% of the
       aggregate principal balance of the mortgage loans in loan group 2 as of
       the cut-off date).

     o The 3 largest mortgage loans represent, in the aggregate, approximately
       17.1% of the aggregate principal balance of the pool of mortgage loans as
       of the cut-off date (the 3 largest mortgage loans in loan group 1
       (treating as a single mortgage loan all mortgage loans that are
       cross-collateralized with each other) represent approximately 20.4% of
       the aggregate principal balance of the mortgage loans in loan group 1 as
       of the cut-off date and the 3 largest mortgage loans in loan group 2
       represent approximately 20.2% of the aggregate principal balance of the
       mortgage loans in loan group 2 as of the cut-off date).

     o The 10 largest mortgage loans represent, in the aggregate, approximately
       33.3% of the aggregate principal balance of the pool of mortgage loans as
       of the cut-off date (the 10 largest mortgage loans in loan group 1
       (treating as a single mortgage loan all mortgage loans that are
       cross-collateralized with each other) represent approximately 39.7% of
       the aggregate principal balance of the mortgage loans in loan group 1 as
       of the cut-off date and the 10 largest mortgage loans in loan group 2
       represent approximately 40.9% of the aggregate principal balance of the
       mortgage loans in loan group 2 as of the cut-off date).

     See "Description of the Mortgage Pool--Top Ten Mortgage Loans or Groups of
Cross-Collateralized Mortgage Loans" in this prospectus supplement.

     Each of the other mortgage loans represents no more than 1.7% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date. Each of the other mortgage loans in loan group 1 represents no more than
2.0% of the aggregate principal balance of the mortgage loans in loan group 1
as of the cut-off date. Each of the other mortgage loans in loan group 2
represents no more than 2.0% of the aggregate principal balance of the mortgage
loans in loan group 2 as of the cut-off date.

     A concentration of mortgaged property types can pose increased risks. A
concentration of mortgage loans secured by the same types of mortgaged property
can increase the risk that a decline in a particular industry or business would
have a disproportionately large impact on the pool of mortgage loans. In that
regard, the following table lists the property type concentrations in excess of
5.0% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date:


                                      S-37


                PROPERTY TYPE CONCENTRATIONS GREATER THAN 5%(1)

<TABLE>

                                           AGGREGATE                        % OF INITIAL     % OF INITIAL
                          NUMBER OF        PRINCIPAL       % OF INITIAL         LOAN             LOAN
                          MORTGAGED       BALANCE OF           POOL            GROUP 1         GROUP 2
    PROPERTY TYPE        PROPERTIES     MORTGAGE LOANS        BALANCE          BALANCE         BALANCE
- ---------------------    ----------     --------------     ------------     ------------     ------------

Office ..............        53          $690,907,151           33.3%            39.7%            0.0%
Retail ..............        74          $648,801,984           31.2%            37.2%            0.0%
Multifamily .........        66          $352,599,920           17.0%             3.0%           89.8%
Hotel ...............         5          $188,990,255            9.1%            10.8%            0.0%
</TABLE>

- ----------
(1)   Because this table presents information relating to mortgaged properties
      and not mortgage loans, the information for mortgage loans secured by
      more than one mortgaged property is based on allocated loan amounts as
      stated in Annex A-1.

     A concentration of mortgage loans with the same borrower or related
borrowers can also impose increased risks.

     o Seventeen (17) groups of mortgage loans have borrowers related to each
       other, but no group of mortgage loans having borrowers that are related
       to each other represents more than approximately 11.5% (the mortgage
       loans with General Growth Properties, Inc., or its affiliates as
       sponsors) of the aggregate principal balance of the pool of mortgage
       loans as of the cut-off date (approximately 13.8% of the aggregate
       principal balance of the mortgage loans in loan group 1 as of the cut-off
       date). See "Description of the Mortgage Pool--Top Ten Mortgage Loans or
       Groups of Cross-Collateralized Mortgage Loans" in this prospectus
       supplement relating to the Shoppes at Buckland Hills mortgage loans and
       the Sikes Senter mortgage loan.

     o Five (5) mortgage loans, representing approximately 6.6% of the aggregate
       principal balance of the pool of mortgage loans as of the cut-off date
       (approximately 7.9% of the aggregate principal balance of the loans in
       loan group 1 as of the cut-off date), are secured by more than one
       mortgaged property.

     See "Description of the Mortgage Pool--Additional Mortgage Loan
Information" in this prospectus supplement. Mortgaged properties owned by
related borrowers are likely to:

     o have common management, increasing the risk that financial or other
       difficulties experienced by the property manager could have a greater
       impact on the pool of mortgage loans; and

     o have common general partners or managing members, which could increase
       the risk that a financial failure or bankruptcy filing would have a
       greater impact on the pool of mortgage loans.

RISKS RELATING TO ENFORCEABILITY OF CROSS-COLLATERALIZATION

     As described above and in Annex A-1 to this prospectus supplement, the
mortgage loans in 6 groups of mortgage loans (comprised of 36 mortgage loans
representing approximately 6.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, approximately 2.8% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off date
and approximately 24.7% of the aggregate principal balance of the mortgage
loans in loan group 2 as of the cut-off date), are cross-collateralized and
cross-defaulted with each other. Cross-collateralization arrangements may be
terminated with respect to such mortgage loan groups in certain circumstances
under the terms of the related mortgage loan documents. 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 the borrower were to become a debtor in a bankruptcy
case, by the borrower's representative.


                                      S-38


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

     o the borrower was insolvent when it granted the lien, was rendered
       insolvent by the granting of the lien, was left with inadequate capital
       when it allowed its mortgaged property or properties to be encumbered by
       a lien securing the entire indebtedness, or was not able to pay its debts
       as they matured when it granted the lien; and

     o the 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 that 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 the cross-collateralization.

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, but not in all cases, do not have personal assets and
creditworthiness at stake. The terms of the mortgage loans, generally, but not
in all cases, 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 "single-purpose entities." In
general, but not in all cases, 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 borrowers with respect to 2 of the mortgage loans,
representing approximately 0.4% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (1 mortgage loan in loan group 1,
representing approximately 0.2% of the aggregate principal balance of the
mortgage loans in loan group 1 as of the cut-off date and 1 mortgage loan in
loan group 2, representing approximately 1.2% of the aggregate principal
balance of the mortgage loans in loan group 2 as of the cut-off date), are not
required to be single-purpose entities. See "Certain Legal Aspects of Mortgage
Loans--Bankruptcy Laws" in the prospectus. Also, although a borrower may
currently be a single purpose entity in certain cases, the borrowers were not
originally single purpose entities, but at origination their organizational
documents were amended. That borrower may have previously owned property other
than the related mortgaged property and may not have observed all covenants
that typically are required to consider a borrower a "single purpose entity."
The bankruptcy of a borrower, or a general partner or managing member of a
borrower, may impair the ability of the lender to enforce its rights and
remedies under the related mortgage. Borrowers that are not special purpose
entities structured to limit the possibility of becoming insolvent or bankrupt
may be more likely to become insolvent or the subject of a voluntary or
involuntary bankruptcy proceeding because the borrowers may be:


                                      S-39


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

     o individuals that have personal liabilities unrelated to the property.

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

     Furthermore, with respect to any affiliated borrowers, creditors of a
common parent in bankruptcy may seek to consolidate the assets of the borrowers
with those of the parent. Consolidation of the assets of those borrowers would
likely have an adverse effect on the funds available to make distributions on
your certificates, and may lead to a downgrade, withdrawal or qualification of
the ratings of your certificates. See "Certain Legal Aspects of Mortgage
Loans--Bankruptcy Laws" in the prospectus.

     With respect to 22 mortgage loans (including certain mortgage loans
described under "Description of the Mortgage Pool--Top Ten Mortgage Loans or
Groups of Cross-Collateralized Mortgage Loans" in this prospectus supplement),
representing approximately 9.4% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (13 mortgage loans in loan group 1,
representing approximately 6.7% of the aggregate principal balance of the
mortgage loans in loan group 1 as of the cut-off date and 9 mortgage loans in
loan group 2, representing approximately 23.2% of the aggregate principal
balance of the mortgage loans in loan group 2 as of the cut-off date), the
related borrowers own the related mortgaged property as tenants-in-common or
owners-in-indivision. As a result, if a borrower that has not waived its right
of partition or similar right exercises a right of partition, the related
mortgage loan may be subject to prepayment. The bankruptcy, dissolution or
action for partition by one or more of the tenants-in-common or
owners-in-indivision could result in an early repayment of the related mortgage
loan, significant delay in recovery against the tenant-in-common or
owners-in-indivision or borrowers, particularly if the borrowers file for
bankruptcy separately or in series (because each time a tenant-in-common or
owners-in-indivision borrower files for bankruptcy, the bankruptcy court stay
will be reinstated), a material impairment in property management and a
substantial decrease in the amount recoverable upon the related mortgage loan.
Not all tenants-in-common for the mortgage loans are special purpose entities.

ABILITY TO INCUR OTHER BORROWINGS ENTAILS RISK

     When a borrower (or its constituent members) also has one or more other
outstanding loans (even if they are subordinated or mezzanine loans), the trust
is subjected to additional risk. The borrower may have difficulty servicing and
repaying multiple loans. The existence of another loan will generally also make
it more difficult for the borrower to obtain refinancing of its mortgage loan
and may thereby jeopardize repayment of the mortgage loan. Moreover, the need
to service additional debt may reduce the cash flow available to the borrower
to operate and maintain the mortgaged property.

     Additionally, if a borrower (or its constituent members) defaults on its
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.

     In this regard, the mortgage loans generally prohibit borrowers from
incurring any additional debt secured by their mortgaged property without the
consent of the lender.


                                      S-40


However, the Universal Hotel Portfolio loan, representing approximately 4.8% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date (approximately 5.7% of the aggregate principal balance of the mortgage
loans in loan group 1), is a senior loan in a split loan structure with the
Universal Hotel Portfolio pari passu companion notes (which are pari passu with
the Universal Hotel Portfolio loan) and the Universal Hotel Portfolio B note
(which is junior to the Universal Hotel Portfolio loan and the Universal Hotel
Portfolio pari passu companion notes). Each of these notes is secured by a
single mortgage instrument on the related mortgaged properties. The Universal
Hotel Portfolio pari passu companion notes and the Universal Hotel Portfolio B
note will not be included as assets of the trust fund. See "Description of the
Mortgage Pool--the Universal Hotel Portfolio Whole Loan" in this prospectus
supplement. The Universal Hotel Portfolio loan is being serviced, and will
continue to be serviced, under a pooling and servicing agreement separate from
the pooling and servicing agreement under which the Series 2005-LDP3
certificates are issued, subject to the Universal Hotel Portfolio intercreditor
agreement. The holder of the Universal Hotel Portfolio B note has certain
rights with respect to the Universal Hotel Portfolio loan and the related
mortgaged properties. These include the right, under certain conditions, to
direct or provide advice with respect to, certain actions proposed to be taken
by the master servicer or the special servicer, as applicable, that are parties
to the pooling and servicing agreement separate from the pooling and servicing
agreement under which the Series 2005-LDP3 certificates are issued, with
respect to various servicing matters or loan modifications affecting each note
in the split loan structure, and the right to make cure payments on the
Universal Hotel Portfolio loan and the Universal Hotel Portfolio pari passu
companion notes or purchase the Universal Hotel Portfolio loan and the
Universal Hotel Portfolio pari passu companion notes if these loans are in
default. In exercising such rights, the holder of the Universal Hotel Portfolio
B note does not have any obligation to consider the interests of, or impact on,
the trust or the holders of the certificates. See "Description of the Mortgage
Pool--The Universal Hotel Portfolio Whole Loan" in this prospectus supplement.
No investigations, searches or inquiries to determine the existence or status
of any subordinate secured financing with respect to any of the mortgaged
properties have been made at any time since origination of the related mortgage
loan. We cannot assure you that any of the borrowers have complied with the
restrictions on indebtedness in the related mortgage loan documents.

     In addition to the Universal Hotel Portfolio loan, as of the cut-off date,
the applicable mortgage loan seller has informed us that it is aware that 1
mortgage loan (referred to in this prospectus supplement as the Lowe's Aliso
Viejo AB mortgage loan) is evidenced by the senior of two notes secured by a
single mortgage on the related mortgaged property and a single assignment of a
lease, with the subordinate companion loan not being part of the trust fund.
The Lowe's Aliso Viejo AB mortgage loan is secured by the mortgaged property
identified on Annex A-1 to this prospectus supplement as the Lowe's Aliso Viejo
mortgaged property, representing approximately 2.0% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date (approximately
2.4% of the aggregate principal balance of the mortgage loans in loan group 1
as of the cut-off date). The Lowe's Aliso Viejo subordinate companion loan will
be serviced under the pooling and servicing agreement, subject to the Lowe's
Aliso Viejo intercreditor agreement. Subject to the restrictions described
under "--Special Servicer May Be Directed to Take Actions," the holder of the
Lowe's Aliso Viejo subordinate companion loan related to the Lowe's Aliso Viejo
AB mortgage loan will have the right, under certain conditions, (i) to direct,
consent or provide advice with respect to certain actions proposed to be taken
by the master servicer or the special servicer, as applicable, with respect to
the Lowe's Aliso Viejo AB mortgage loan or mortgaged property and (ii) to make
cure payments on the Lowe's Aliso Viejo AB mortgage loan. The holder of the
Lowe's Aliso Viejo subordinate companion loan will have the right to purchase
the Lowe's Aliso Viejo AB mortgage loan under certain limited circumstances. In
addition, the holder of the Lowe's Aliso Viejo subordinate companion loan will
have the right to approve certain modifications to the Lowe's Aliso Viejo AB
Mortgage loan under certain circumstances. In exercising such rights, the
holder of the Lowe's Aliso Viejo subordinate companion loan does not have any
obligation to consider the interests of, or the


                                      S-41


impact of such exercise on, the trust or the certificates. See "Description of
the Mortgage Pool--Additional Debt-- Lowe's Aliso Viejo AB Mortgage Loan" in
this prospectus supplement. The Lowe's Aliso Viejo subordinate companion loan
is generally subordinate in right of payment to the Lowe's Aliso Viejo AB
mortgage loan, subject to the terms of the Lowe's Aliso Viejo intercreditor
agreement. See "Description of the Mortgage Pool--Additional Debt-- Lowe's
Aliso Viejo AB Mortgage Loan" in this prospectus supplement.

     Although the Universal Hotel Portfolio companion notes and the Lowe's
Aliso Viejo subordinate companion loans are not assets of the trust fund, each
related borrower is still obligated to make interest and principal payments on
these notes. As a result, the trust fund is subject to additional risks,
including:

     o the risk that the necessary maintenance of the related mortgaged property
       could be deferred to allow the borrower to pay the required debt service
       on these other obligations and that the value of the mortgaged property
       may decline as a result; and

     o the risk that it may be more difficult for the related borrower to
       refinance the Universal Hotel Portfolio loan or the Lowe's Aliso Viejo AB
       mortgage loan or to sell the mortgaged property for purposes of making
       any balloon payment on the entire balance of both the senior obligations
       and the subordinate obligations upon the maturity of the Universal Hotel
       Portfolio loan or the Lowe's Aliso Viejo AB mortgage loan.

     See "Description of the Mortgage Pool--General," "--Additional Debt" and
"--Lowe's Aliso Viejo AB Mortgage Loan Pair" in this prospectus supplement and
"Certain Legal Aspects of Mortgage Loans--Subordinate Financing" in the
prospectus.

     As of the cut-off date, the applicable mortgage loan sellers have informed
us that they are aware of certain permitted secured debt and provisions in the
mortgage loan documents with respect to certain of the mortgage loans that
allow the related borrower to incur additional debt that is secured by the
related mortgaged property in the future. The borrowers under 5 mortgage loans
representing approximately 4.2% of the aggregate principal balance of the pool
of mortgage loans (identified as Loan Nos. 15, 17, 25, 54 and 78 on Annex A-1
to this prospectus supplement) as of the cut-off date have incurred or may
incur in the future secured, subordinate debt. In addition, substantially all
of the mortgage loans permit the related borrower to incur limited indebtedness
in the ordinary course of business that is not secured by the related mortgaged
property. In addition, the borrowers under certain of the mortgage loans have
incurred, and/or may incur in the future, unsecured debt other than in the
ordinary course of business. See "Description of the Mortgage Pool--Additional
Debt--Unsecured Subordinate Indebtedness" in this prospectus supplement.
Moreover, in general, any borrower that does not meet single-purpose entity
criteria may not be restricted from incurring unsecured debt or debt secured by
other property of the borrower. See "Description of the Mortgage
Pool--Additional Debt" in this prospectus supplement.

     Additionally, the terms of certain mortgage loans permit or require the
borrowers to post letters of credit and/or surety bonds for the benefit of the
related mortgage loan, 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.

     The mortgage loans generally place certain restrictions on the transfer
and/or pledging of general partnership and managing member equity interests in
a borrower such as specific percentage or control limitations. The terms of the
mortgage loans generally permit, subject to certain limitations, the transfer
or pledge of less than a controlling portion of the limited partnership or
non-managing member equity or other interests in a borrower. Certain of the
mortgage loans do not restrict the pledging of ownership interests in the
related borrower, but do restrict the transfer of ownership interests in the
related borrower by imposing a specific percentage or control limitation or
requiring the consent of the mortgagee to any such transfer (which consent in
certain instances would consist of the mortgagee ascertaining that certain


                                      S-42


specific transfer conditions have been satisfied). Moreover, in general,
mortgage loans with borrowers that do not meet single-purpose entity criteria
may not restrict in any way the incurrence by the relevant borrower of
mezzanine debt. See "--The Borrower's Form of Entity May Cause Special Risks"
above. Certain of the mortgage loans permit mezzanine debt, secured by pledges
of ownership interests in the borrower, to be incurred in the future subject to
criteria set forth in the mortgage loan documents.

     o In the case of 10 mortgage loans (identified as Loan Nos. 1, 2, 4, 6, 30,
       46, 54, 77, 138 and 167 on Annex A-1 to this prospectus supplement),
       representing approximately 20.8% of the aggregate principal balance of
       the pool of mortgage loans as of the cut-off date (7 mortgage loans in
       loan group 1, representing approximately 23.6% of the aggregate principal
       balance of the mortgage loans in loan group 1 as of the cut-off date and
       3 mortgage loans in loan group 2, representing approximately 5.9% of the
       aggregate principal balance of the mortgage loans in loan group 2 as of
       the cut-off date), the owners of the related borrowers are expressly
       permitted to pledge their ownership interests in the borrowers as
       collateral for mezzanine debt under certain circumstances.

     Mezzanine debt is debt that is incurred by the owner of equity in one or
more borrowers and is secured by a pledge of the equity ownership interests in
such borrowers. Because mezzanine debt is secured by the obligor's equity
interest in the related borrowers, such financing effectively reduces the
obligor's economic stake in the related mortgaged property. The existence of
mezzanine debt may reduce cash flow on the borrower's mortgaged property after
the payment of debt service or result in liquidity pressures if the mezzanine
debt matures or becomes payable prior to the maturity of the mortgage loan, and
may thus increase the likelihood that the owner of a borrower will permit the
value or income producing potential of a mortgaged property to fall and may
create a greater risk that a borrower will default on the mortgage loan secured
by a mortgaged property whose value or income is relatively weak. In addition,
the current and any future mezzanine lender may have cure rights with respect
to the related mortgage loan and/or the option to purchase the mortgage loan
after a default pursuant to an intercreditor agreement.

     Generally, upon a default under mezzanine debt, the holder of such
mezzanine debt may be entitled to foreclose upon the equity in the related
borrower, which has been pledged to secure payment of such mezzanine debt, if
permitted pursuant to the terms of the related intercreditor agreement.
Although such transfer of equity may not trigger the due on sale clause under
the related mortgage loan, it could cause a change of control in the borrower
and/or cause the obligor under such mezzanine debt to file for bankruptcy,
which could negatively affect the operation of the related mortgaged property
and such borrower's ability to make payments on the related mortgage loan in a
timely manner.

BORROWER MAY BE UNABLE TO REPAY REMAINING PRINCIPAL BALANCE ON MATURITY DATE OR
ANTICIPATED REPAYMENT DATE

     Mortgage loans with substantial remaining principal balances at their
stated maturity, also known as balloon loans, or with substantial remaining
principal balances at the anticipated repayment date of the related mortgage
loan involve greater risk than fully amortizing loans. This is because the
borrower may be unable to repay the mortgage loan at that time. In addition,
fully amortizing mortgage loans that may pay interest on an "actual/360" basis
but have fixed monthly payments may, in effect, have a small balloon payment
due at maturity.

     A borrower's ability to repay a mortgage loan on its stated maturity date
or anticipated repayment date typically will depend upon its ability either to
refinance the mortgage loan or to sell the mortgaged property at a price
sufficient to permit repayment. A borrower's ability to achieve either of these
goals will be affected by a number of factors, including:

     o the availability of, and competition for, credit for commercial real
       estate projects;

     o the prevailing interest rates;

                                      S-43


     o the fair market value of the related mortgaged property;

     o the borrower's equity in the related mortgaged property;

     o the borrower's financial condition;

     o the operating history and occupancy level of the mortgaged property;

     o reductions in applicable government assistance/rent subsidy programs;

     o the tax laws; and

     o the prevailing general and regional economic conditions.

     The mortgage loan sellers have informed us that 238 of the mortgage loans,
representing approximately 99.9% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (168 mortgage loans in loan group 1,
representing approximately 99.8% of the aggregate principal balance of the
mortgage loans in loan group 1 as of the cut-off date and 70 mortgage loans in
loan group 2, representing 100.0% of the aggregate principal balance of the
mortgage loans in loan group 2 as of the cut-off date), are expected to have
substantial remaining principal balances as of their respective anticipated
repayment dates or stated maturity dates, including any mortgage loans that pay
interest only for their entire term. This includes 71 mortgage loans,
representing approximately 39.3% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, all of which pay interest-only for
the first 12 to 60 months of their respective terms and 24 mortgage loans,
representing approximately 21.1% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date, which are interest-only until their
respective maturity dates.

     We cannot assure you that each borrower will have the ability to repay the
remaining principal balances on the pertinent date.

     See "Description of the Mortgage Pool--Certain Terms and Conditions of the
Mortgage Loans" in this prospectus supplement and "Risk Factors--Borrowers May
Be Unable to Make Balloon Payments" in the prospectus.

COMMERCIAL AND MULTIFAMILY LENDING IS DEPENDENT UPON NET OPERATING INCOME

     The mortgage loans are secured by various income-producing commercial and
multifamily properties. Commercial and multifamily lending are generally
thought to expose a lender to greater risk than residential one-to-four family
lending because they typically involve larger mortgage loans to a single
borrower or groups of related borrowers.

     The repayment of a commercial or multifamily loan is typically dependent
upon the ability of the related mortgaged property to produce cash flow through
the collection of rents. 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 mortgage 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 properties themselves, such as:

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

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

     o the characteristics of the neighborhood where the property is located;

     o the proximity and attractiveness of competing properties;

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

     o increases in interest rates, real estate taxes and other operating
       expenses at the mortgaged property and in relation to competing
       properties;


                                      S-44


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

     o dependence upon a single tenant, or a concentration of tenants in a
       particular business or industry;

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

     o an increase in vacancy rates; and

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

     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 competing
       properties, retail space, office space or multifamily housing or hotel
       capacity;

     o demographic factors;

     o consumer confidence;

     o consumer tastes and preferences;

     o retroactive changes in building codes;

     o changes or continued weakness in specific industry segments; and

     o the public perception of safety for customers and clients.

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

     o the length of tenant leases;

     o the creditworthiness of tenants;

     o tenant defaults;

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

     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.

     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.

TENANT CONCENTRATION ENTAILS RISK

     A deterioration in the financial condition of a tenant can be particularly
significant if a mortgaged property is wholly or significantly owner-occupied
or leased to a single tenant or if any tenant makes up a significant portion of
the rental income. Mortgaged properties that are wholly or significantly
owner-occupied or that are leased to a single tenant or tenants that make up a
significant portion of the rental income also are more susceptible to
interruptions of cash flow if the owner-occupier's business operations are
negatively impacted or if such a tenant or tenants fail to renew their leases.
This is so because the financial effect of the absence of operating income or
rental income may be severe; more time may be required to re-lease the space;
and substantial capital costs may be incurred to make the space appropriate for
replacement tenants. In this respect, 19 mortgage loans, representing
approximately 9.7% of the


                                      S-45


aggregate principal balance of the pool of mortgage loans as of the cut-off
date (approximately 11.5% of the aggregate principal balance of the mortgage
loans in loan group 1 as of the cut-off date), are secured solely by properties
that are wholly or significantly owner-occupied or by properties that are
leased to a single tenant or affiliated tenants. With respect to certain of
these mortgage loans which are leased to a single tenant, leases at the
mortgaged properties will expire prior to, at or soon after the maturity dates
of the mortgage loans. For example, 1 mortgage loan (identified as Loan No. 9
on Annex A-1 to this prospectus supplement), representing approximately 2.0% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date (approximately 2.3% of the aggregate principal balance of the mortgage
loans in loan group 1 as of the cut-off date), is secured solely by a property
that is leased to a single tenant, and the lease at the mortgaged property will
expires in 2013, the same year as the maturity date. See "Description of the
Mortgage Pool--Top Ten Mortgage Loans or Groups of Cross-Collateralized
Mortgage Loans" in this prospectus supplement. The underwriting of the
single-tenant mortgage loans is based primarily upon the monthly rental
payments due from the tenant under the lease of the related mortgaged property.
Where the primary lease term expires before the scheduled maturity date of the
related mortgage loan, the mortgage loan sellers considered the incentives for
the primary tenant to re-lease the premises and the anticipated rental value of
the premises at the end of the primary lease term or took additional reserves
or required letters of credit in connection with the lease expiration. There
are a significant number of mortgage loans secured by mortgaged properties with
single tenant leases or material leases that expire within a short period of
time prior to the maturity dates or anticipated repayment dates of such
mortgage loans. We cannot assure you that any material or sole tenant will
re-lease the premises or that the premises will be relet to another tenant or
that the space will be relet at the same rent per square foot during the term
of, or at the expiration of, the primary lease term, or that the related
mortgaged property will not suffer adverse economic consequences in this
regard. Additionally, the underwriting of certain of these mortgage loans
leased to single tenants may have taken into account the creditworthiness of
the tenants under the related leases and consequently may have higher
loan-to-value ratios and lower debt service coverage ratios than other types of
mortgage loans.

     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. In this regard, see "--Retail
Properties Have Special Risks" and "--Office Properties Have Special Risks"
below.

MORTGAGED PROPERTIES LEASED TO MULTIPLE TENANTS ALSO HAVE RISKS

     If a mortgaged property has multiple tenants, re-leasing 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-tenant mortgaged properties also may experience higher continuing vacancy
rates and greater volatility in rental income and expenses.

CERTAIN ADDITIONAL RISKS RELATING TO TENANTS

     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 re-leased;

     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 tenants were unwilling or unable to meet their lease obligations;

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

                                      S-46


     o rental payments could not be collected for any other reason; or

     o a borrower fails to perform its obligations under a lease resulting in
       the related tenant having a right to terminate such lease.

     Repayment of the mortgage loans secured by retail, office and industrial
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
and on a timely basis. Certain of the mortgaged properties are and/or may be
leased in whole or in part by government-sponsored tenants who have the right
to rent reductions or to cancel their leases at any time or for lack of
appropriations or for damage to the leased premises caused by casualty or
condemnation. Certain of the mortgaged properties may have tenants that sublet
a portion of their space or may intend to sublet out a portion of their space
in the future. Additionally, mortgaged properties may have concentrations of
leases expiring at varying rates in varying percentages including single tenant
mortgaged properties, during the term of the related mortgage loans.

     The mortgaged properties related to many of the mortgage loans will
experience substantial (50% of gross leaseable area or more) lease rollover
prior to the maturity date, and in many cases relatively near, or soon after,
the maturity dates of the mortgage loans, including certain of the mortgage
loans described under "Description of the Mortgage Pool--Top Ten Mortgage Loans
or Groups of Cross-Collateralized Mortgage Loans" in this prospectus
supplement. For example, the Sikes Senter mortgage loan (identified as Loan No.
4 on Annex A-1 to this prospectus supplement), representing approximately 3.1%
of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date (approximately 3.7% of the aggregate principal balance of the
mortgage loans in loan group 1 as of the cut-off date), is scheduled to have
leases covering approximately 89% of net rentable area rollover prior to the
maturity date. For example, the Encino Financial Center mortgage loan
(identified as Loan No. 7 on Annex A-1 to this prospectus supplement),
representing approximately 2.1% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 2.5% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), is scheduled to have approximately 100% of net rentable area lease
rollover prior to the maturity date. For example, the Charles Center South
mortgage loan (identified as Loan No. 15 on Annex A-1 to this prospectus
supplement), representing approximately 1.4% of the aggregate principal balance
of the pool of mortgage loans as of the cut-off date (approximately 1.6% of the
aggregate principal balance of the mortgage loans in loan group 1 as of the
cut-off date), is scheduled to have approximately 95.3% of net rentable area
lease rollover prior to the maturity date. With respect to the mortgage loans
described above and certain other mortgage loans in the trust fund, many of the
related loan documents require tenant improvement and leasing commission
reserves (including trapping excess cash flow after notice of lease
termination), and in many cases, the leases contain lessee extension options
extending the term of such leases for a specified term. However, there can be
no assurance that any such extension options will be exercised or that the
amount of any such reserves will be adequate to mitigate the lack of rental
income associated with these rollovers.

     In addition, certain 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%. In the case of
1 mortgage loan (identified as Loan No. 76 on Annex A-1 to this prospectus
supplement), representing approximately 0.3% of the aggregate principal balance
of the pool of mortgage loans as of the cut-off date (approximately 0.4% of the
aggregate principal balance of the mortgage loans in loan group 1 as of the
cut-off date), the anchor tenant vacated the related mortgaged property in
November 2004, even though such anchor tenant continues to pay rent pursuant to
the lease. Any "dark" space may cause the 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, certain tenants may have a right to a rent abatement or the right
to cancel their lease if certain major tenants at the mortgaged property vacate
or go dark.


                                      S-47


     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 related mortgaged property.

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

     With respect to certain of the mortgage loans, the related borrower has
given to certain tenants or others an option to purchase, a right of first
refusal or a right of first offer to purchase all or a portion of the mortgaged
property in the event a sale is contemplated, and such right may not be
subordinate to the related mortgage. For example, Lowe's Companies, Inc., which
leases approximately 84.1% of the gross leasable area of the mortgaged property
related to the Lowe's Aliso Viejo AB mortgage loan (identified as Loan No. 8 on
Annex A-1 to this prospectus supplement) representing approximately 2.0% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date (approximately 2.4% of the aggregate principal balance of the mortgage
loans in loan group 1 as of the cut-off date) has a right of first offer to
purchase the mortgaged property before the borrower may offer it to a third
party. This may impede the mortgagee's ability to sell the related mortgaged
property at foreclosure, or, upon foreclosure, this may affect the value and/or
marketability of the related mortgaged property. Additionally, the exercise of
a purchase option may result in the related mortgage loan being prepaid during
a period when voluntary prepayments are otherwise prohibited. See "Risks
Relating to Prepayments and Repurchases" below and "Description of the Mortgage
Pool--Top Ten Mortgage Loans or Groups of Cross-Collateralized Mortgage Loans"
in this prospectus supplement.

RISKS RELATED TO REDEVELOPMENT AND RENOVATION AT THE MORTGAGED PROPERTIES

     Certain of the mortgaged properties are properties which are currently
undergoing or are expected to undergo in the future redevelopment or
renovation. There can be no assurance that current or planned redevelopment or
renovation will be completed, that such redevelopment or renovation will be
completed in the time frame contemplated, or that, when and if redevelopment or
renovation is 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 related borrower to repay
the related mortgage loan.

     In the event the related borrower fails to pay the costs of work completed
or material delivered in connection with such ongoing redevelopment or
renovation, 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 effect on net operating income.

MORTGAGED PROPERTIES LEASED TO BORROWERS OR BORROWER AFFILIATED ENTITIES ALSO
HAVE RISKS

     If a mortgaged property is leased in whole or substantial part to the
borrower under the mortgage loan or to an affiliate of the borrower, a
deterioration in the financial condition of the


                                      S-48


borrower or its affiliates can be particularly significant to the borrower's
ability to perform under the mortgage loan as it can directly interrupt the
cash flow from the mortgaged property if the borrower or its affiliate's
financial condition worsens, which risk may be mitigated when mortgaged
properties are leased to unrelated third parties.

TENANT BANKRUPTCY ENTAILS RISKS

     The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, office and industrial 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) that 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
years' rent).

MORTGAGE LOANS ARE NONRECOURSE AND ARE NOT INSURED OR GUARANTEED

     The mortgage loans are not insured or guaranteed by any person or entity,
governmental or otherwise.

     Investors should treat each mortgage loan as a nonrecourse loan. If a
default occurs, recourse generally may be had only against the specific
properties and other assets that have been pledged to secure the mortgage loan.
Consequently, payment prior to maturity is 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 mortgaged property for an amount
sufficient to repay the mortgage loan.

RETAIL PROPERTIES HAVE SPECIAL RISKS

     Retail properties secure 74 mortgage loans representing approximately
31.2% of the aggregate principal balance of the pool of mortgage loans as of
the cut-off date (approximately 37.2% of the aggregate principal balance of the
mortgage loans in loan group 1 as of the cut-off date) by allocated loan
amount.

     The quality and success of a retail property's tenants significantly
affect the property's market value and the related borrower's ability to
refinance such property. For example, if the sales revenues of retail tenants
were to decline, rents tied to a percentage of gross sales revenues may decline
and those tenants may be unable to pay their rent or other occupancy costs.

     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 or adjacent to the related mortgaged
property. A "shadow anchor" is usually 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 economic performance of an anchored or shadow anchored retail
property will consequently be adversely affected by:

     o an anchor tenant's or shadow anchor tenant's failure to renew its lease;

     o termination of an anchor tenant's or shadow anchor tenant's lease; or if
       the anchor tenant or shadow anchor tenant owns its own site, a decision
       to vacate;

     o the bankruptcy or economic decline of an anchor tenant, shadow anchor or
       self-owned anchor; or


                                      S-49


     o the cessation of the business of an anchor tenant, a shadow anchor tenant
       or of a self-owned anchor (notwithstanding its continued payment of
       rent).

     Thirty-three (33) of the mortgaged properties, securing mortgage loans
representing approximately 24.1% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 28.8% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), are retail properties that are considered by the applicable mortgage
loan seller to have an "anchor tenant". Sixteen (16) of the mortgaged
properties, securing mortgage loans representing approximately 3.1% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date (approximately 3.7% of the aggregate principal balance of the mortgage
loans in loan group 1 as of the cut-off date), are retail properties that are
considered by the applicable mortgage loan seller to be "shadow anchored".
Twenty-five (25) of the mortgaged properties, securing mortgage loans
representing approximately 4.0% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 4.8% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), are retail properties that are considered by the applicable mortgage
loan seller to be "unanchored".

     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 that 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, thereby leaving its space unoccupied even though it continues to own or
pay rent on the vacant or dark space. In addition, in the event that an
"anchor" or 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. In
this regard, see "--Tenant Bankruptcy Entails Risks" and "--Certain Additional
Risks Relating to Tenants" above.

     Retail properties also face competition from sources outside a given real
estate market. For example, all of the following compete with more traditional
retail properties for consumer dollars: factory outlet centers; discount
shopping centers and clubs; catalogue retailers; home shopping networks;
internet websites; and telemarketing. Continued growth of these alternative
retail markets (which often have lower operating costs) could adversely affect
the rents collectible at the retail properties included in the pool of mortgage
loans, as well as the income from, and market value of, the mortgaged
properties and the related borrower's ability to refinance such property.

     Moreover, additional competing retail properties may be built in the areas
where the retail properties are located.

     Certain of the retail properties, including the mortgaged properties
securing the Sikes Senter and the Avco Center mortgage loans (identified as
Loan Nos. 4 and 22 on Annex A-1 to this prospectus supplement), representing
approximately 4.1% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date (approximately 4.9% of the aggregate principal
balance of the mortgage loans in loan group 1 as of the cut-off date), have
movie theaters as part of the mortgaged property. These retail properties are
exposed to certain unique risks. Aspects of building site design and
adaptability affect the value of a theater. In addition, decreasing attendance
at a theater could adversely affect revenue of the theater, which may, in turn,
cause the tenant to experience financial difficulties. See "--Tenant Bankruptcy
Entails Risks" above. In addition, because of unique construction requirements
of movie theaters, any vacant movie theater space would not easily be converted
to other uses.


                                      S-50


HOTEL PROPERTIES HAVE SPECIAL RISKS

     Hotel properties secure 3 of the mortgage loans representing approximately
9.1% of the aggregate principal balance of the pool of mortgage loans as of the
cut-off date (approximately 10.8% of the aggregate principal balance of the
mortgage loans in loan group 1 as of the cut-off date) by allocated loan
amount.

     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;

     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 caused by changes in access, energy prices,
       strikes, relocation of highways, the construction of additional highways,
       concerns about travel safety 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 commercial properties.
Additionally, terrorist attacks in September 2001 and the potential for future
terrorist attacks may have adversely affected the occupancy rates, and
accordingly, the financial performance of hotel properties. See "--Risks to the
Mortgaged Properties Relating to Terrorist Attacks and Foreign Conflicts"
above.

     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.

     Limited-service hotels may subject a lender to more risk than full-service
hotels as they generally require less capital for construction than
full-service hotels. In addition, as limited-service hotels generally offer
fewer amenities than full-service hotels, they are less distinguishable from
each other. As a result, it is easier for limited-service hotels to experience
increased or unforeseen competition.

     The liquor licenses for most of the hotel mortgaged properties are held by
affiliates of the borrowers, unaffiliated managers or 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 that could be significant.
There can be no assurance 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.

RISKS RELATING TO AFFILIATION WITH A FRANCHISE OR HOTEL MANAGEMENT COMPANY

     Five (5) of the hotel properties that secure the mortgage loans
representing approximately 9.1% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 10.8% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off date)
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;


                                      S-51


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

     o the duration of the franchise licensing or management agreements.

     The continuation of a franchise agreement or management agreement is
subject to specified operating standards and other terms and conditions set
forth in such agreements. The failure of a borrower to maintain such standards
or adhere to other applicable terms and conditions could result in the loss or
cancellation of their rights under the franchise agreement or management
agreement. There can be no assurance that a replacement franchise could be
obtained in the event of termination. In addition, replacement franchises may
require significantly higher fees as well as the investment of capital to bring
the hotel into compliance with the requirements of the replacement franchisor.
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.

     The transferability of franchise license agreements is restricted. In the
event of a foreclosure, the lender or its agent would 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.

OFFICE PROPERTIES HAVE SPECIAL RISKS

     Fifty-three (53) office properties secure mortgage loans representing
approximately 33.3% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date (approximately 39.7% of the aggregate principal
balance of the mortgage loans in loan group 1 as of the cut-off date) by
allocated loan amount.

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

     o the quality of an office building's tenants;

     o an economic decline in the business operated by the tenants;

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

     o the physical attributes of the building with respect to the technological
       needs of the tenants, including the adaptability of the building to
       changes in the technological needs of the tenants;

     o the diversity of an office building's tenants (or reliance on a single or
       dominant tenant);

     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, and employment growth (all of which affect the demand for
       office space); and

     o in the case of medical office properties, the performance of a medical
       office property may depend on (i) the proximity of such property to a
       hospital or other health care establishment and (ii) reimbursements for
       patient fees from private or government sponsored insurers. Issues
       related to reimbursement (ranging from non-payment to delays in payment)
       from such insurers could adversely impact cash flow at such mortgaged
       property.

     Moreover, the cost of refitting office space for a new tenant is often
higher than the cost of refitting other types of properties for new tenants.
See "--Risks Relating to Mortgage Loan Concentrations" above.


                                      S-52


MULTIFAMILY PROPERTIES HAVE SPECIAL RISKS

     Sixty-six (66) multifamily properties secure mortgage loans representing
approximately 17.0% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date (3 mortgaged properties securing mortgage loans in
loan group 1, representing approximately 3.0% of the aggregate principal
balance of the mortgage loans in loan group 1 as of the cut-off date and 63
mortgaged properties securing mortgage loans in loan group 2, representing
approximately 89.8% of the aggregate principal balance of the mortgage loans in
loan group 2 as of the cut-off date) by allocated loan amount. A large number
of factors may adversely affect the value and successful operation of a
multifamily property, including:

     o the physical attributes of the apartment building such as its age,
       condition, design, appearance, access to transportation and construction
       quality;

     o the location of the property, for example, a change in the neighborhood
       over time;

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

     o the types of services or amenities that 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 presence of competing properties;

     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 dependence upon governmental programs that provide rent subsidies to
       tenants pursuant to tenant voucher programs, which vouchers may be used
       at other properties and 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; and

     o government assistance/rent subsidy programs.

     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 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.

     Eight (8) of the mortgaged properties, securing mortgage loans
representing approximately 2.1% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date


                                      S-53


(approximately 13.1% of the aggregate principal balance of the mortgage loans
in loan group 2 as of the cut-off date), are eligible (or may become eligible
in the future) for and have received low-income or affordable housing tax
credits or other similar governmental benefits pursuant to certain government
programs 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. Certain of the
mortgage loans are secured by, or may be secured in the future by, mortgaged
properties that are subject to certain affordable housing covenants, in respect
of various units within such mortgaged properties. With respect to certain of
the mortgage loans, the borrower may receive tax abatements, subsidies or other
assistance from government programs. Generally, the mortgaged property must
satisfy certain requirements, the borrower must observe certain leasing
practices and/or the tenant(s) must regularly meet certain income requirements
or the borrower or mortgaged property must have certain other characteristics
consistent with the government policy. We can give you no assurance that any
government or other assistance programs will be continued in their present form
during the terms of the related mortgage loans, that the borrower will continue
to comply with the requirements of the programs to enable the borrower or
investors in such borrower to receive the subsidies or assistance in the future
or for the borrower to continue to receive their tax benefits, or that the
level of assistance provided will be sufficient to generate enough revenues for
the related borrower to meet its obligations under the related mortgage loans.
See "Description of the Mortgage Pool--Assistance Programs" in this prospectus
supplement.

     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.

     Manufactured Housing Community Properties Have Special Risks. 11 of the
mortgaged properties, which representing approximately 3.2% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date
(approximately 1.9% of aggregate principal balance of the mortgage loans in
loan group 1 as of the cut-off date and approximately 10.2% of aggregate
principal balance of the mortgage loans in loan group 2 as of the cut-off date)
are manufactured housing community properties. Loans secured by liens on
manufactured housing community properties pose risks not associated with loans
secured by liens on other types of income-producing real estate.

     The successful operation of a manufactured housing property may depend
upon the number of other competing residential developments in the local
market, such as:

     o other manufactured housing community properties;

     o apartment buildings; and

     o site-built single family homes.

Other factors may also include:

     o the physical attributes of the community, including its age and
       appearance;

     o the location of the manufactured housing property;

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

     o the type of services or amenities it provides;

     o the property's reputation; and

     o state and local regulations, including rent control and rent
       stabilization.

     The manufactured housing community properties are "special purpose"
properties that could not be readily converted to general residential, retail
or office use. Thus, if the operation of any of the manufactured housing
community properties becomes unprofitable due to competition, age of the
improvements or other factors such that the borrower becomes unable to meet its



                                      S-54


obligations on the related mortgage loan, the liquidation value of that
manufactured housing property may be substantially less, relative to the amount
owing on the related mortgage loan, than would be the case if the manufactured
housing community property were readily adaptable to other uses.

INDUSTRIAL PROPERTIES HAVE SPECIAL RISKS

     Industrial properties secure 13 of the mortgage loans representing
approximately 2.4% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date (approximately 2.9% of the aggregate principal
balance of the mortgage loans in loan group 1 as of the cut-off date) by
allocated loan amount. Significant factors determining the value of industrial
properties are:

     o the quality of tenants;

     o reduced demand for industrial space because of a decline in a particular
       industry segment;

     o the property becoming functionally obsolete;

     o building design and adaptability;

     o unavailability of labor sources;

     o changes in access, energy prices, strikers, relocation of highways, the
       construction of additional highways or other factors;

     o changes in proximity of supply sources;

     o the expenses of converting a previously adapted space to general use; and

     o the location of the property.

     Concerns about the quality of tenants, particularly major tenants, are
similar in both office properties and industrial properties, although
industrial properties may be more frequently dependent on a single or a few
tenants.

     Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment (for
example, a decline in defense spending), and a particular industrial or
warehouse property that suited the needs of its original tenant may be
difficult to relet to another tenant or may become functionally obsolete
relative to newer properties. In addition, lease terms with respect to
industrial properties are generally for shorter periods of time and may result
in a substantial percentage of leases expiring in the same year at any
particular industrial property. In addition, mortgaged properties used for many
industrial purposes are more prone to environmental concerns than other
property types.

     Aspects of building site design and adaptability affect the value of an
industrial property. Site characteristics that are generally desirable to a
warehouse/industrial property include high clear ceiling heights, wide column
spacing, a large number of bays (loading docks) and large bay depths,
divisibility, a layout that can accommodate large truck minimum turning radii
and overall functionality and accessibility.

     In addition, because of unique construction requirements of many
industrial properties, any vacant industrial property space may not be easily
converted to other uses. Thus, if the operation of any of the industrial
properties becomes unprofitable due to competition, age of the improvements or
other factors such that the borrower becomes unable to meet its obligations on
the related mortgage loan, the liquidation value of that industrial property
may be substantially less, relative to the amount owing on the related mortgage
loan, than would be the case if the industrial property were readily adaptable
to other uses.

     Location is also important because an industrial property requires the
availability of labor sources, proximity to supply sources and customers and
accessibility to rail lines, major roadways and other distribution channels.


                                      S-55


SELF STORAGE PROPERTIES HAVE SPECIAL RISKS

     Self storage properties secure 22 mortgage loans representing
approximately 3.8% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date by allocated loan amount (approximately 4.5% of
the aggregate principal balance of the mortgage loans in group 1 as of the
cut-off date).

     The self storage facilities market contains low barriers to entry. In
addition, due to the short-term nature of self storage leases, self storage
properties also may be subject to more volatility in terms of supply and demand
than loans secured by other types of properties.

     Because of the construction utilized in connection with certain self
storage facilities, it might be difficult or costly to convert such a facility
to an alternative use. Thus, liquidation value of self storage properties may
be substantially less than would be the case if the same were readily adaptable
to other uses.

     In addition, it is difficult to assess the environmental risks posed by
such facilities due to tenant privacy, anonymity and unsupervised access to
such facilities. Therefore, such facilities may pose additional environmental
risks to investors. The environmental site assessments discussed in this
prospectus supplement did not include an inspection of the contents of the self
storage units included in the self storage properties. We therefore cannot
provide assurance that all of the units included in the self storage properties
are free from hazardous substances or other pollutants or contaminants, or that
they will remain so in the future.

LACK OF SKILLFUL PROPERTY MANAGEMENT ENTAILS RISKS

     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.

     We make no representation or warranty as to the skills of any present or
future managers. In many cases, the property manager is the borrower or an
affiliate of the borrower and may not manage properties for non-affiliates.
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.

SOME MORTGAGED PROPERTIES MAY NOT BE READILY CONVERTIBLE TO ALTERNATIVE USES

     Some of the mortgaged properties securing the mortgage loans included in
the trust fund may not be readily convertible (or convertible at all) to
alternative uses if those properties were to become unprofitable. For example,
as described below, a mortgaged property may not be readily convertible due to
restrictive covenants related to such mortgaged property, including in the case
of the Regency Manor mortgage loan (identified as Loan No. 214 on Annex A-1 to
this prospectus supplement), representing approximately 0.1% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date
(approximately 0.5% of the aggregate principal balance of the mortgage loans in
loan group 2 as of the cut-off date), which are part of a condominium regime,
the use and other restrictions imposed by the condominium declaration and other
related documents, especially in a situation where a mortgaged property does
not


                                      S-56


represent the entire condominium regime. Additionally, any vacant movie theater
space would not easily be converted to other uses due to the unique
construction requirements of movie theaters. In addition, converting commercial
properties to alternate uses generally requires substantial capital
expenditures and could result in a significant adverse effect on, or
interruption of, the revenues generated by such mortgaged properties.
Furthermore, certain mortgaged properties are subject to certain use
restrictions and/or low-income housing restrictions in order to remain eligible
for low-income housing tax credits or governmental subsidized rental payments
that could prevent the conversion of such mortgaged property to alternative
uses. The liquidation value of any mortgaged property, subject to limitations
of the kind described above or other limitations on convertibility of use, may
be substantially less than would be the case if the mortgaged property were
readily adaptable to other uses.

     Zoning or other restrictions may also prevent alternative uses. See
"--Zoning Compliance and Use Restrictions May Adversely Affect Property Value"
below. See also "--Industrial Properties Have Special Risks" above.

CONDOMINIUM OWNERSHIP MAY LIMIT USE AND IMPROVEMENTS

     With respect to certain of the mortgage loans, the related mortgaged
property consists of the related borrower's interest in commercial condominium
interests in buildings and/or other improvements, and related interests in the
common areas and the related voting rights in the condominium association. Such
interests may in some cases constitute less than a majority of such voting
rights. The board of managers of the condominium generally has discretion to
make decisions affecting the condominium 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 board of managers, including regarding
assessments to be paid by the unit owners, insurance to be maintained on the
condominium and many other decisions affecting the maintenance of that
condominium, may have 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 the related mortgage
loans. Further, due to the nature of condominiums, a default on the part of the
borrower with respect to such mortgaged properties will not allow the special
servicer the same flexibility in realizing on the collateral as is generally
available with respect to commercial properties that are not condominiums. The
rights of other unit owners, the documents governing the management of the
condominium units and the state and local laws applicable to condominium units
must be considered. In addition, in the event of a casualty with respect to the
subject mortgaged property, due to the possible existence of multiple loss
payees on any insurance policy covering such mortgaged property, there could be
a delay in the allocation of related insurance proceeds, if any. 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 commercial property that is not a condominium.

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 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; and

     o changes in interest rate levels.

                                      S-57


MORTGAGE LOANS SECURED BY LEASEHOLD INTERESTS MAY EXPOSE INVESTORS TO GREATER
RISKS OF DEFAULT AND LOSS

     A leasehold interest under a ground lease secures all or a portion of 4
mortgage loans, representing approximately 5.9% of the aggregate principal
balance of the pool of mortgage loans as of the cut-off date (approximately
7.1% of the aggregate principal balance of the mortgage loans in loan group 1
as of the cut-off date).

     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 related borrower's leasehold were to
be terminated upon a lease default, the lender would lose its security in the
leasehold interest. 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.

     Upon the bankruptcy of a lessor or a lessee under a ground lease, the
debtor 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
ground lease (including renewals). If a debtor lessee/borrower rejects 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 bankrupt lessee/borrower's right to refuse to treat a ground
lease rejected by a bankrupt lessor as terminated may not be enforceable. In
such circumstances, a ground lease could be terminated notwithstanding lender
protection provisions contained in the ground lease or in the mortgage.

     Some of the ground leases securing the mortgaged properties may provide
that the ground rent payable under the related ground lease increases during
the term of the mortgage loan. These increases may adversely affect the cash
flow and net income of the related borrower.

     Further, in a decision by the United States Court of Appeals for the
Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537
(7th Cir. 2003)), the court ruled with respect to an unrecorded lease of real
property that where a statutory sale of the fee interest in leased property
occurs under Section 363(f) of the Bankruptcy Code (11 U.S.C.  Section  363(f))
upon the bankruptcy of a landlord, such sale terminates a lessee's possessory
interest in the property, and the purchaser assumes title free and clear of any
interest, including any leasehold estates. Pursuant to Section 363(e) of the
Bankruptcy Code (11 U.S.C.  Section  363(e)), a lessee may request the
bankruptcy court to prohibit or condition the statutory sale of the property so
as to provide adequate protection of the leasehold interest; however, the court
ruled that this provision does not ensure continued possession of the property,
but rather entitles the lessee to compensation for the value of its leasehold
interest, typically from the sale proceeds. While there are certain
circumstances under which a "free and clear" sale under Section 363(f) of the
Bankruptcy Code would not be authorized (including that the lessee could not be
compelled in a legal or equitable proceeding to accept a monetary satisfaction
of his possessory interest, and that none of the other conditions of Section
363(f)(1)(4) of the Bankruptcy Code otherwise permits the sale), we cannot
provide assurances that those circumstances would be present in any proposed
sale of a leased premises. As a result, we cannot provide assurances that, in
the event of a statutory sale of leased property pursuant to Section 363(f) of
the Bankruptcy Code, the lessee may be able to maintain possession of the
property under the ground lease. In addition, we cannot assure you that the
lessee and/or the lender (to the extent it can obtain standing to intervene)
will be able to recoup the full value of the leasehold interest in bankruptcy
court.

     See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Risks" and "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the
prospectus.


                                      S-58


LIMITATIONS OF APPRAISALS

     Appraisals were obtained with respect to each of the mortgaged properties
at or about the time of the origination or acquisition of the applicable
mortgage loan. In general, appraisals represent the analysis and opinion of
qualified appraisers, but appraisals 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, the values of the mortgaged properties may have fluctuated
significantly since the appraisals were performed. 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. In some cases, the
related appraisal may value the property on a portfolio basis, which may result
in a higher value than the aggregate value that would result from a separate
individual appraisal on each mortgaged property. 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. Any engineering report, site inspection or
appraisal represents only the analysis of the individual consultant, engineer
or inspector preparing such report at the time of such report, and may not
reveal all necessary or desirable repairs, maintenance and capital improvement
items.

YOUR LACK OF CONTROL OVER THE TRUST FUND CAN CREATE RISKS

     You and other certificateholders generally do not have a right to vote and
do not have the right to make decisions with respect to the administration of
the trust. See "Servicing of the Mortgage Loans--General" in this prospectus
supplement. Those decisions are generally made, subject to the express terms of
the pooling and servicing agreement, by the master servicer, the trustee, or
the special servicer, as applicable. Any decision made by one of those parties
in respect of the trust, even if that decision is determined to be in your best
interests by that party, may be contrary to the decision that you or other
certificateholders would have made and may negatively affect your interests.

POTENTIAL CONFLICTS OF INTEREST

     The pooling and servicing agreement provides that the mortgage loans are
required to be administered in accordance with the servicing standards without
regard to ownership of any certificate by a servicer or any of its affiliates.
See "Servicing of the Mortgage Loans--General" in this prospectus supplement.

     Notwithstanding the foregoing, the master servicer, the special servicer
or any of their respective affiliates may have interests when dealing with the
mortgage loans that are in conflict with those of holders of the offered
certificates, especially if the master servicer, the special servicer or any of
their respective affiliates holds Series 2005-LDP3 non-offered certificates, or
has financial interests in or other financial dealings with a borrower under
any of the mortgage loan. Cadim TACH inc., which we anticipate will be the
initial directing certificateholder, is an affiliate of the special servicer.
Each of these relationships may create a conflict of interest. For instance, a
special servicer or its affiliate that holds Series 2005-LDP3 non-offered
certificates might 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. However, that action could result in less proceeds
to the trust than would be realized if earlier action had been taken. In
general, no servicer is 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. See "--Special Servicer May Be Directed to Take
Actions" below.

     Each servicer services and will, in the future, service, in the ordinary
course of its business, existing and new mortgage loans for third parties,
including portfolios of mortgage loans similar


                                      S-59


to the mortgage loans that will be included in the trust. The real properties
securing these other mortgage loans may be in the same markets as, and compete
with, certain of the mortgaged properties securing the mortgage loans that will
be included in the trust. Consequently, personnel of any of the servicers 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 or the special servicer.

     Conflicts may arise because a mortgage loan seller and its affiliates
intend to continue to actively acquire, develop, operate, finance and dispose
of real estate-related assets in the ordinary course of their businesses.
During the course of their business activities, the respective mortgage loan
sellers and their affiliates may acquire, sell or lease properties, or finance
loans secured by properties which may include the mortgaged properties securing
the pooled mortgage loans or properties that are in the same markets as those
mortgaged properties. In addition, certain of the mortgage loans included in
the trust may have been refinancings of debt previously held by a mortgage loan
seller or an affiliate of a mortgage loan seller and the mortgage loan sellers
or their respective affiliates may have or have had equity investments in the
borrowers or mortgaged properties under certain of the mortgage loans included
in the trust. Each of the mortgage loan sellers and their affiliates have made
and/or may make loans to, or equity investments in, affiliates of the borrowers
under the mortgage loans. In the circumstances described above, the interests
of those mortgage loan sellers and their affiliates may differ from, and
compete with, the interests of the trust fund. Additional financial interests
in, or other financial dealings with, a borrower or its affiliates under any of
the mortgage loans may create conflicts of interest.

     Each mortgage loan seller is obligated to repurchase or substitute for a
mortgage loan sold by it under the circumstances described under "Description
of the Mortgage Pool--
Representations and Warranties; Repurchases and Substitutions" in this
prospectus supplement.

     JPMorgan Chase Bank, N.A. is one of the mortgage loan sellers and the swap
counterparty and is an affiliate of J.P. Morgan Chase Commercial Mortgage
Securities Corp., the depositor, and J.P. Morgan Securities Inc., one of the
underwriters. LaSalle Bank National Association is one of the mortgage loan
sellers, is acting as the paying agent, the certificate registrar and the
authenticating agent and is an affiliate of ABN AMRO Incorporated, one of the
underwriters. Nomura Credit & Capital, Inc. is one of the mortgage loan sellers
and is an affiliate of Nomura Securities International, Inc., one of the
underwriters.

     The managers of the mortgaged properties and the borrowers may experience
conflicts of interest in the management and/or ownership of the mortgaged
properties because:

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

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

     o affiliates of the managers and/or the borrowers, or the managers and/or
       the borrowers themselves, also may own other properties, including
       competing properties.

     The Universal Hotel Portfolio pari passu companion notes and the Universal
Hotel Portfolio B note will not be included as assets of the trust fund and are
being serviced, and will continue to be serviced, under a pooling and servicing
agreement separate from the pooling and servicing agreement under which the
Series 2005-LDP3 certificates are issued, subject to the Universal Hotel
Portfolio intercreditor agreement. The holder of the Universal Hotel Portfolio
B note has certain rights with respect to the related senior loans and the
related mortgaged property, including the right, under certain conditions to
consent to, or provide advice with respect to, certain actions with respect to
the mortgaged property proposed by the special servicer that is a party to that
separate pooling and servicing agreement and the right to make cure payments on



                                      S-60


the Universal Hotel Portfolio loan and the Universal Hotel Portfolio pari passu
companion notes or purchase the Universal Hotel Portfolio loan and the
Universal Hotel Portfolio pari passu companion notes if the Universal Hotel
Portfolio loan is in default. In exercising such rights, the holder of the
Universal Hotel Portfolio B note does not have any obligation to consider the
interests of, or impact on, the trust or the holders of the certificates.

     With respect to the Lowe's Aliso Viejo AB mortgage loan (identified as
Loan No. 8 on Annex A-1 to this prospectus supplement), representing
approximately 2.0% of the mortgage pool (approximately 2.4% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), the holder of the subordinate companion loan, Caplease, LP, is also the
sole owner of the borrower. Pursuant to the intercreditor agreement, the
mortgagee will be required to seek the consent of Caplease, LP, as holder of
the subordinate companion loan, in connection with certain modifications and/or
waivers of the Lowe's Aliso Viejo AB mortgage loan, which materially and
adversely affect Caplease, LP, as holder of the Lowe's Aliso Viejo AB mortgage
loan; provided that after an event of default under the Lowe's Aliso Viejo AB
mortgage loan, Caplease, LP does not have the right to consult with or direct
the holder of the Lowe's Aliso Viejo AB mortgage loan with respect to a
foreclosure or liquidation of the mortgaged property. Accordingly, a conflict
may result.

     The Lowe's Aliso Viejo AB mortgage loan is evidenced by one of two notes
secured by a single mortgage and a single assignment of a lease. The Lowe's
Aliso Viejo subordinate companion loan will not be included as an asset of the
trust fund. However, the Lowe's Aliso Viejo subordinate companion loan will be
serviced under the pooling and servicing agreement, subject to the Lowe's Aliso
Viejo intercreditor agreement. Subject to the immediately preceding paragraph,
the holders of the Lowe's Aliso Viejo subordinate companion loan will also have
certain rights with respect to the Lowe's Aliso Viejo AB mortgage loan, which
is an asset of the trust fund, including the right, under certain conditions,
to consent to, or provide advice with respect to, certain actions proposed by
the special servicer with respect to the related mortgaged property, to make
cure payments on the Lowe's Aliso Viejo AB mortgage loan or purchase the Lowe's
Aliso Viejo AB mortgage loan if the Lowe's Aliso Viejo AB mortgage loan is in
default. See "Description of the Mortgage Pool-- Lowe's Aliso Viejo AB Mortgage
Loan" in this prospectus supplement. In exercising such rights, the holder of
the Lowe's Aliso Viejo subordinate companion loan has no obligation to consider
the interests of, or impact of the exercise of such rights upon, the trust or
the certificateholders.

SPECIAL SERVICER MAY BE DIRECTED TO TAKE ACTIONS

     In connection with the servicing of the specially serviced mortgage loans,
the special servicer may, at the direction of the directing certificateholder
(or with respect to the Lowe's Aliso Viejo AB mortgage loan, in certain
circumstances the holder of the Lowe's Aliso Viejo subordinate companion loan),
take actions with respect to the specially serviced mortgage loans that could
adversely affect the holders of some or all of the classes of offered
certificates. In addition, the special servicer under the separate pooling and
servicing agreement that governs the servicing of the Universal Hotel Portfolio
loan, the Universal Hotel Portfolio pari passu companion notes and the
Universal Hotel Portfolio B note, may, at the direction of the operating
advisor for the holder of the Universal Hotel Portfolio B note (provided no
control appraisal event has occurred or is continuing) or the holders of the
Universal Hotel Portfolio loan and the Universal Hotel Portfolio pari passu
companion notes (if a control appraisal event has occurred and is continuing),
take actions with respect to the Universal Hotel Portfolio loan that could
adversely affect the holders of some or all of the classes of the offered
certificates. See "Servicing of the Mortgage Loans--Directing Certificateholder
and the Universal Hotel Portfolio Operating Advisor" in this prospectus
supplement. The directing certificateholder will be controlled by the
controlling class certificateholders. The Universal Hotel Portfolio operating
advisor will be designated pursuant to the separate pooling and servicing
agreement pursuant to which the Universal Hotel Portfolio loan, the Universal
Hotel Portfolio pari passu companion notes and the Universal Hotel Portfolio B
notes are serviced. Each of the directing certificateholder, the Universal
Hotel Portfolio


                                      S-61


operating advisor, the holders of the Universal Hotel Portfolio pari passu
companion notes or the holder of a subordinate companion loan may have
interests in conflict with those of the certificateholders of the classes of
offered certificates. As a result, it is possible that the directing
certificateholder, the Universal Hotel Portfolio operating advisor, the holders
of the Universal Hotel Portfolio pari passu companion notes or the holder of a
subordinate companion loan may direct the special servicer to take actions that
conflict with the interests of certain classes of the offered certificates.
However, the special servicer is not permitted to take actions which are
prohibited by law or violate the servicing standards or the terms of the
mortgage loan documents. In addition, the special servicer may be removed
without cause by the directing certificateholder as described in this
prospectus supplement. See "Description of the Mortgage Pool-- Lowe's Aliso
Viejo AB Mortgage Loan" and "Servicing of the Mortgage Loans--General", "--The
Special Servicer" and "--The Directing Certificateholder and the Universal
Hotel Portfolio Operating Advisor" in this prospectus supplement.

BANKRUPTCY PROCEEDINGS ENTAIL CERTAIN RISKS

     Under federal bankruptcy law, the filing of a petition in bankruptcy by or
against a borrower will stay the sale of the mortgaged property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.
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 lender). As part of a
restructuring plan, a court also may reduce the amount of secured indebtedness
to the then-current value of the mortgaged property, which 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
trustee may be subordinated to financing obtained by a debtor-in-possession
subsequent to its bankruptcy.

     Under federal bankruptcy law, the lender 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 costly 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.

     Additionally, pursuant to subordination agreements for certain of the
mortgage loans, the subordinate lenders may have agreed that they will not take
any direct actions with respect to the related subordinated debt, including any
actions relating to the bankruptcy of the borrower, and that the holder of the
mortgage loan will have all rights to direct all such actions. There can be no
assurance that in the event of the borrower's bankruptcy, a court will enforce
such restrictions against a subordinated lender.

     In its decision in In re 203 North LaSalle Street Partnership, 246 B.R.
325 (Bankr. N.D. Ill. March 10, 2000), the United States Bankruptcy Court for
the Northern District of Illinois refused to enforce a provision of a
subordination agreement that allowed a first mortgagee to vote a second
mortgagee's claim with respect to a Chapter 11 reorganization plan on the
grounds that prebankruptcy contracts cannot override rights expressly provided
by the Bankruptcy Code. This holding, which at least one court has already
followed, potentially limits the ability of a senior lender to accept or reject
a reorganization plan or to control the enforcement of remedies against a
common borrower over a subordinated lender's objections.


                                      S-62


     As a result of the foregoing, the trust'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 of the mortgage loans have sponsors that have previously filed for
bankruptcy protection, which in some cases may have involved the same property
which currently secures the mortgage loan. In each case, the related entity or
person has emerged from bankruptcy. For example, the sponsor of the borrower
under 1 mortgage loan (identified as Loan No. 50 on Annex A-1 to this
prospectus supplement), representing approximately 0.5% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date
(approximately 0.5% of the aggregate principal balance of the mortgage loans in
loan group 1 as of the cut-off date), was involved in bankruptcy filings in the
last 10 years. 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.

RISKS RELATING TO PREPAYMENTS AND REPURCHASES

     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 or repurchases upon
breaches of representations and warranties.

     In addition, because the amount of principal that will be distributed to
the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-4FL, Class
A-SB and Class A-1A certificates will generally be based upon the particular
loan group in which the related mortgage loan is deemed to be a part, the yield
on the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-4FL and
Class A-SB certificates will be particularly sensitive to prepayments on
mortgage loans in loan group 1 and the yield on the Class A-1A certificates
will be particularly sensitive to prepayments on mortgage loans in loan group
2.

     The yield on each of the Class A-3, Class A-4A, Class A-4B, Class A-4FL,
Class A-SB, Class A-J, Class X-2, Class B, Class C and Class D certificates
would be adversely affected if mortgage loans with higher interest rates pay
faster than the mortgage loans with lower interest rates, since those classes
bear interest at a rate equal to, based upon, or limited by the weighted
average net mortgage rate of the mortgage loans. The pass-through rates on
those classes of certificates may be adversely affected as a result of a
decrease in the weighted average of the net mortgage rates on the mortgage
loans even if principal prepayments do not occur. See "Yield and Maturity
Considerations" in this prospectus supplement.

     The Class X-2 certificates will not be entitled to distributions of
principal but instead will accrue interest on their notional amount. Because
the notional amount of the Class X-2 certificates is based upon all or a
portion of the outstanding certificate balances of the Class A-1, Class A-2,
Class A-3, Class A-4A, Class A-4B, Class A-SB, Class A-J, Class B, Class C,
Class D, Class A-1A, Class E, Class F, Class G and Class H certificates and the
Class A-4FL regular interest as described under "Description of the
Certificates--General" in this prospectus supplement, the yield to maturity on
the Class X-2 certificates will be extremely sensitive to the rate and timing
of prepayments of principal, liquidations and principal losses on the mortgage
loans. Also, a rapid rate of principal prepayments, liquidations and/or
principal losses on the mortgage loans could result in the failure to recoup
the initial investment in the Class X-2 certificates. Investors in the Class
X-2 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 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.

     Any changes in the weighted average lives of your certificates may
adversely affect your yield. Prepayments resulting in a shortening of weighted
average lives of your certificates may be


                                      S-63


made at a time of low interest rates when you may be unable to reinvest the
resulting payment of principal on your certificates at a rate comparable to the
effective yield anticipated by you in making your investment in the
certificates, while delays and extensions resulting in a lengthening of those
weighted average lives may occur at a time of high interest rates when you may
have been able to reinvest principal payments that would otherwise have been
received by you at higher rates.

     Although all of the mortgage loans have prepayment protection in the form
of lockout periods with defeasance provisions or with yield maintenance or
prepayment premium provisions, we cannot assure you that the related borrowers
will refrain from prepaying their mortgage loans due to the existence of yield
maintenance charges or prepayment premiums or that involuntary prepayments will
not occur.

     Voluntary prepayments, if permitted, generally require the payment of a
yield maintenance charge or a prepayment premium unless the mortgage loan is
prepaid within a 3-month period prior to the stated maturity date or
anticipated repayment date, or after the anticipated repayment date, as the
case may be. However, 38 mortgage loans, representing approximately 21.7% of
the aggregate principal balance of the pool of mortgage loans as of the cut-off
date (11 mortgage loans in loan group 1, representing approximately 18.5% of
the aggregate principal balance of the mortgage loans in loan group 1 as of the
cut-off date and 27 mortgage loans in loan group 2, representing approximately
38.6% of the aggregate principal balance of the mortgage loans in loan group 2
as of the cut-off date), permit voluntary prepayment without payment of a yield
maintenance charge at any time on or after a date ranging from 5 months to 12
months prior to the stated maturity date. Additionally, none of the mortgage
loans with anticipated repayment dates require a yield maintenance charge after
the related anticipated repayment date. See "Description of the Mortgage
Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" in this prospectus supplement. In any case, we cannot assure you
that the related borrowers will refrain from prepaying their mortgage loans due
to the existence of yield maintenance charges or prepayment premiums or that
involuntary prepayments will not occur.

     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 yield maintenance charges and prepayment premiums;

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

     o the failure to meet certain requirements for the release of escrows;

     o the occurrence of casualties or natural disasters; and

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

     Generally, no yield maintenance charge or prepayment premium will be
required for prepayments in connection with a casualty or condemnation unless,
in the case of some of the mortgage loans, an event of default has occurred and
is continuing. We cannot assure you that the obligation to pay any yield
maintenance charge or prepayment premium will be enforceable. See "--Risks
Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or
Defeasance Provisions" below. In addition, certain of the mortgage loans permit
the related borrower, after a partial casualty or partial condemnation, to
prepay the remaining principal balance of the mortgage loan (after application
of the related insurance proceeds or condemnation award to the principal
balance of the mortgage loan), which may in certain cases


                                      S-64


not be accompanied by any prepayment consideration; provided that the
prepayment of the remaining balance is made within a specified period of time
following the date of the application of proceeds or award.

     Certain shortfalls in interest as a result of involuntary prepayments may
reduce the available distribution amount. In addition, if a mortgage loan
seller repurchases any mortgage loan from the trust due to breaches of
representations or warranties, 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, and no yield maintenance charge or
prepayment premium will be payable. Mezzanine lenders and holders of
subordinate companion loans may have the option to purchase the related
mortgage loan after certain defaults, and the purchase price may not include
any yield maintenance payments or prepayment charges. In addition, certain of
the mortgage loans are secured by mortgaged properties that have tenants or a
master lessee that have an option to purchase the mortgaged property.
Generally, such options are subject and subordinate to the related mortgage
loan. A repurchase or the exercise of a purchase option may adversely affect
the yield to maturity on your certificates.

     Certain of the mortgage loans are secured in part by letters of credit
and/or cash reserves that in each such case:

     (i) will be released to the related borrower upon satisfaction of certain
         performance related conditions, which may include, in some cases,
         meeting debt service coverage ratio levels and/or satisfying leasing
         conditions; and

     (ii) if not so released, may, at the discretion of the lender, prior to
         loan maturity (or earlier loan default or loan acceleration), be drawn
         on and/or applied to prepay the subject mortgage loan if such
         performance related conditions are not satisfied within specified time
         periods.

     In addition, with respect to certain of the mortgage loans, if the
borrower does not satisfy the performance conditions and does not qualify for
the release of the related cash reserve, the reserve, less, in some cases, a
yield maintenance charge or prepayment premium, may be applied to reduce the
principal balance of the mortgage loan and the remaining unpaid balance of the
mortgage loan may be re-amortized over the remaining amortization term.

OPTIONAL EARLY TERMINATION OF THE TRUST FUND MAY RESULT IN AN ADVERSE IMPACT ON
YOUR YIELD OR MAY RESULT IN A LOSS

     The certificates will be subject to optional early termination by means of
the purchase of the mortgage loans in the trust fund. We cannot assure you that
the proceeds from a sale of the mortgage loans and/or REO properties will be
sufficient to distribute the outstanding certificate balance plus accrued
interest and any undistributed shortfalls in interest accrued on the
certificates that are subject to the termination. Accordingly, the holders of
offered certificates affected by such a termination may suffer an adverse
impact on the overall yield on their certificates, may experience repayment of
their investment at an unpredictable and inopportune time or may even incur a
loss on their investment. See "Description of the Certificates--
Termination; Retirement of Certificates" in this prospectus supplement.

SENSITIVITY TO LIBOR AND YIELD CONSIDERATIONS

     The yield to investors in the Class A-4FL certificates will be highly
sensitive to changes in the level of LIBOR. Investors in the Class A-4FL
certificates should consider the risk that lower than anticipated levels of
LIBOR could result in actual yields that are lower than anticipated yields on
the Class A-4FL certificates.

     In addition, because interest payments on the Class A-4FL certificates may
be reduced or the pass-through rate may convert to a fixed rate, subject to a
maximum pass-through rate equal to the weighted average of the net interest
rates on the mortgage loans, in connection with certain


                                      S-65


events discussed in this prospectus supplement, the yield to investors in the
Class A-4FL certificates under such circumstances may not be as high as that
offered by other LIBOR-based investments which are not subject to such
interest-rate restrictions.

     In general, the earlier a change in the level of LIBOR, the greater the
effect on such investor's yield to maturity. As a result, the effect on such
investor's yield to maturity of a level of LIBOR that is higher (or lower) than
the rate anticipated by such investor during the period immediately following
the issuance of the Class A-4FL certificates is not likely to be offset by a
subsequent like reduction (or increase) in the level of LIBOR. The failure by
the swap counterparty in its obligation to make payments under the swap
contract and/or the conversion to a fixed rate which is below the rate which
would otherwise be payable at the floating rate would have such a negative
impact. There can be no assurance that a default by the swap counterparty
and/or the conversion of the pass-through rate from a rate based on LIBOR to a
fixed rate would not adversely affect the amount and timing of distributions to
the holders of the Class A-4FL certificates. See "Yield and Maturity
Considerations" in this prospectus supplement.

RISKS RELATING TO THE SWAP CONTRACT

     The trust will have the benefit of a swap contract relating to the Class
A-4FL certificates issued by JPMorgan Chase Bank, N.A. Because the Class A-4FL
regular interest accrues interest at a fixed rate of interest, subject to a
maximum pass-through rate equal to the weighted average of the net interest
rates on the mortgage loans, the ability of the holders of the Class A-4FL
certificates to obtain the payment of interest at the designated pass-through
rate (which payment of interest may be reduced in certain circumstances as
described in this prospectus supplement) will depend on payment by the swap
counterparty pursuant to the swap contract. See "Description of the Swap
Contract--The Swap Counterparty" in this prospectus supplement.

     If the swap counterparty's long-term rating is not at least "A3" by
Moody's Investors Service, Inc. or "A-" by Standard & Poor's Ratings Services,
a division of The McGraw-Hill Companies, Inc., the swap counterparty will be
required to post collateral or find a replacement swap counterparty that would
not cause another rating agency trigger event. In the event that the swap
counterparty fails to either post acceptable collateral or find an acceptable
replacement swap counterparty after such a trigger event, the trustee (or the
paying agent on its behalf) will be required to take such actions (following
the expiration of any applicable grace period), unless otherwise directed in
writing by the holders of 25% of the Class A-4FL certificates, to enforce the
rights of the trust under the swap contract as may be permitted by the terms
thereof and use any termination fees received from the swap counterparty to
enter into a replacement swap contract on substantially similar terms. If the
costs attributable to entering into a replacement swap contract would exceed
the net proceeds of the liquidation of the swap contract, a replacement swap
contract will not be entered into and any such proceeds will instead be
distributed to the holders of the Class A-4FL certificates. There can be no
assurance that the swap counterparty will maintain its current ratings or have
sufficient assets or otherwise be able to fulfill its obligations under the
swap contract.

     During the occurrence of such a trigger event and in the event that a
replacement swap counterparty is not found, the Class A-4FL certificate
pass-through rate will convert to a fixed interest rate, subject to a maximum
pass-through rate equal to the weighted average of the net interest rates on
the mortgage loans. Any such conversion to a fixed rate might result in a
temporary delay of payment of the distributions to the holders of the Class
A-4FL certificates if DTC does not receive notice of the resulting change in
payment terms of the Class A-4FL certificates within the time frame and in
advance of the Distribution Date that DTC requires to modify the payment.

     Distributions on the Class A-4FL regular interest will be subject to a
maximum pass-through rate equal to the weighted average of the net interest
rates on the mortgage loans. If this weighted average drops below the minimum
fixed rate on the Class A-4FL regular interest, the amount paid to the swap
counterparty will be reduced and interest payments by the swap


                                      S-66


counterparty under the swap contract will be reduced, on a dollar-for-dollar
basis, by an amount equal to the difference between the amount actually paid to
the swap counterparty and the amount that would have been paid if such weighted
average had not been reduced below such fixed rate. This will result in a
corresponding reduction in the amounts paid by the swap counterparty pursuant
to the swap contract, which will result in a reduced interest payment on the
Class A-4FL certificates.

     In addition, if the funds allocated to payment of interest distributions
on the Class A-4FL regular interest are insufficient to make all required
interest payments on the Class A-4FL regular interest, the amount paid to the
swap counterparty will be reduced and interest paid by the swap counterparty
under the swap contract will be reduced, on a dollar-for-dollar basis, by an
amount equal to the difference between the amount actually paid to the swap
counterparty and the amount that would have been paid if the funds allocated to
payment of interest distributions on the Class A-4FL regular interest had been
sufficient to make all required interest payments on the Class A-4FL regular
interest. As a result, the holders of the Class A-4FL certificates may
experience an interest shortfall. See "Description of the Swap Contract" in
this prospectus supplement.

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 JPMorgan Chase Bank, N.A.
solely in its capacity as a mortgage loan seller) are obligated to repurchase
or substitute any mortgage loan in connection with either a material breach of
any mortgage loan seller's representations and warranties or any material
document defects, if such mortgage loan seller defaults on its obligation to do
so. We cannot provide assurances 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" and "--Representations and
Warranties; Repurchases and Substitutions" in this prospectus supplement and
"Description of the Pooling Agreements--Representations and Warranties;
Repurchases" in the prospectus.

RISKS RELATING TO ENFORCEABILITY OF YIELD MAINTENANCE CHARGES, PREPAYMENT
PREMIUMS OR DEFEASANCE PROVISIONS

     Provisions requiring yield maintenance charges, prepayment premiums or
lockout periods may not be enforceable in some states and under federal
bankruptcy law. Provisions requiring yield maintenance charges or prepayment
premiums also may be interpreted as constituting the collection of interest for
usury purposes. Accordingly, we cannot assure you that the obligation to pay
any yield maintenance charge or prepayment premium will be enforceable. Also,
we cannot assure you that foreclosure proceeds will be sufficient to pay an
enforceable yield maintenance charge or prepayment premium.

     Additionally, although the collateral substitution provisions related to
defeasance do not have the same effect on the certificateholders as prepayment,
we cannot assure you that a court would not interpret those provisions as
requiring a yield maintenance charge or prepayment premiums. In certain
jurisdictions, those collateral substitution provisions might be deemed
unenforceable under applicable law or public policy, or usurious.


                                      S-67


RISKS RELATING TO BORROWER DEFAULT

     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 their rate of principal payments; and

     o their weighted average life.

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

     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 those losses are allocated to your certificates, your actual
yield to maturity will be lower than the assumed yield. Under certain extreme
scenarios, that 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 and the related prepayment may affect the pass-through rate
on your certificates. The effect on the weighted average life and yield to
maturity of your certificates will depend upon the characteristics of the
remaining mortgage loans.

     Delinquencies and defaults on the mortgage loans may significantly delay
the receipt of distributions by you on your certificates, unless advances are
made to cover delinquent payments or the subordination of another class of
certificates fully offsets the effects of any 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. See "Certain Legal Aspects of the Mortgage Loans--Foreclosure"
in the prospectus.

RISKS RELATING TO INTEREST ON ADVANCES AND SPECIAL SERVICING COMPENSATION

     To the extent described in this prospectus supplement, the master
servicer, the special servicer or the trustee, as applicable, will be entitled
to receive interest on unreimbursed advances at the "Prime Rate" as published
in The Wall Street Journal. This interest will generally accrue from the date
on which the related advance is made or the related expense is incurred to the
date of reimbursement. In addition, under certain circumstances, including
delinquencies in the payment of principal and/or interest, a mortgage loan will
be specially serviced and the special servicer is entitled to compensation for
special servicing activities. The right to receive interest on advances or
special servicing compensation is generally 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.

RISKS OF LIMITED LIQUIDITY AND MARKET VALUE

     Your certificates will not be listed on any national securities exchange
or traded on any automated quotation systems of any registered securities
association, 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. Additionally, one or


                                      S-68


more purchasers may purchase substantial portions of one or more classes of
offered certificates. 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. The market value
of your certificates also may be affected by many other factors, including the
then-prevailing interest rates and market perceptions of risks associated with
commercial mortgage lending.

DIFFERENT TIMING OF MORTGAGE LOAN AMORTIZATION POSES CERTAIN RISKS

     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
concentration risks with respect to the diversity of mortgaged properties,
types of mortgaged properties and number of borrowers, as described in this
prospectus supplement. Classes 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 so 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 certificate balance of the preceding
class or classes entitled to receive principal has been reduced to zero.

SUBORDINATION OF SUBORDINATE OFFERED CERTIFICATES

     As described in this prospectus supplement, unless your certificates are
Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-4FL, Class
A-SB or Class X-2 certificates, your right to receive distributions of amounts
collected or advanced on or in respect of the mortgage loans will be
subordinated to those of the holders of the offered certificates with an
earlier sequential designation and to the Class A-1A and Class X-1
certificates.

     Similarly, with respect to the priority of distributions and the
allocations of shortfalls and losses, the Class A-4B certificates and the Class
A-4FL regular interest (and therefore the Class A-4FL certificates) will be
subordinated to the Class A-4A Certificates to the extent described in this
prospectus supplement.

     See "Description of the Certificates--Distributions--Priority" and
"Description of the Certificates--Subordination; Allocation of Collateral
Support Deficit" in this prospectus supplement.

LIMITED INFORMATION CAUSES UNCERTAINTY

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

ENVIRONMENTAL RISKS RELATING TO THE MORTGAGED PROPERTIES

     The trust could become liable for a material adverse environmental
condition at an underlying mortgaged property. Any such potential liability
could reduce or delay payments on the offered certificates.

     Each of the mortgaged properties was either (i) subject to environmental
site assessments prior to the time of origination of the related mortgage loan
(or in certain limited cases, after origination), including Phase I site
assessments or updates of previously performed Phase I site assessments, or
(ii) subject to a lender's environmental insurance policy. In some cases, Phase
II site assessments also have been performed. Although assessments were made on
the majority of the mortgaged properties and these involved site visits and
other types of review, we cannot assure you that all environmental conditions
and risks were identified.


                                      S-69


     Except as described below, none of the environmental assessments revealed
any material adverse environmental condition or circumstance at any mortgaged
property except for those:

     o that will be remediated or abated in all material respects by the closing
       date;

     o for which an escrow for the remediation was established;

     o for which an environmental insurance policy was obtained from a third
       party insurer;

     o for which the consultant recommended an operations and maintenance plan
       with respect to the applicable mortgaged property or periodic monitoring
       of nearby properties, which recommendations are consistent with industry
       practice;

     o for which the principal of the borrower or another financially
       responsible party has provided an indemnity or is required to take, or is
       liable for the failure to take, such actions, if any, with respect to
       such matters as have been required by the applicable governmental
       authority or recommended by the environmental assessments;

     o for which such conditions or circumstances were investigated further and
       the environmental consultant recommended no further action or
       remediation;

     o as to which the borrower or other responsible party obtained a "no
       further action" letter or other evidence that governmental authorities
       are not requiring further action or remediation (or as to which the
       borrower or other responsible party will be obtaining such no further
       action" or remediation letter and a holdback or other assurance was made
       to secure the receipt of such letter); or

     o that would not require substantial cleanup, remedial action or other
       extraordinary response under environmental laws.

     In certain cases, the identified condition was related to the presence of
asbestos-containing materials, lead-based paint and/or radon. Where these
substances were present, the environmental consultant generally recommended,
and the related mortgage loan documents, with certain exceptions, generally
required, the establishment of an operation and maintenance plan to address the
issue or, in the case of asbestos-containing materials and lead-based paint, a
containment, abatement or removal program. Other identified conditions could,
for example, include leaks from storage tanks and on-site spills. Corrective
action, as required by the regulatory agencies, has been or is currently being
undertaken and, in some cases, the related borrowers have made deposits into
environmental reserve accounts. However, we cannot assure you that any
environmental indemnity, insurance or reserve amounts will be sufficient to
remediate the environmental conditions or that all environmental conditions
have been identified or that operation and maintenance plans will be put in
place and/or followed. Additionally, we cannot assure you that actions of
tenants at mortgaged properties will not adversely affect the environmental
condition of the mortgaged properties.

     In the case of 1 mortgaged property securing a mortgage loan representing
approximately 1.6% of the aggregate principal balance of the pool of mortgage
loans as of the cut-off date, the subject property is part of the larger
"Intersil/Siemens Superfund site", identified by the U.S. Environmental
Protection Agency ("EPA") in 1990. Soil and groundwater at the subject property
is contaminated by volatile organic compounds (VOCs) and semi-volatile organic
compounds (SVOCs), as a result of operations at two manufacturing facilities
from the late 1960s to the mid-1990s. In 1990, the EPA identified the two
responsible parties and the Regional Water Quality Control Board ("RWQCB"), in
cooperation with EPA, ordered both parties to remediate the site. Since that
time, both parties have generally been in material compliance with their
cleanup requirements. Based on a review of existing documents and interviews,
it was understood by the environmental consultant that the EPA is not seeking
any additional parties to pay for or cleanup operations. In addition to these
assurances, the borrower has an environmental insurance policy.

     In the case of 1 mortgaged property 100-02 Rockaway Blvd. securing a
mortgage loan representing approximately 0.1% of the aggregate principal
balance of the pool of mortgage


                                      S-70


loans as of the cut-off date, the property contains one aboveground and one
underground storage tanks holding petroleum hydrocarbons. Both require proper
registration documentation. In addition, two monitoring wells were observed on
site and should be properly closed in place. An escrow has been created in the
amount equal to the estimated cost of remediation.

     See "Description of the Mortgage Pool--Underwriting Guidelines and
Processes-- Environmental Site Assessment" and "Servicing of the Mortgage
Loans--Realization Upon Defaulted Mortgage Loans" in this prospectus supplement
and "Risk Factors--Failure to Comply with Environmental Law May Result in
Additional Losses" and "Certain Legal Aspects of Mortgage Loans--Environmental
Risks" in the prospectus.

TAX CONSIDERATIONS RELATING TO FORECLOSURE

     If the trust acquires a mortgaged property pursuant to a foreclosure or
deed in lieu of foreclosure, the special servicer must retain an independent
contractor to operate the property. Among other items, the independent
contractor generally will not be able to perform construction work other than
repair, maintenance or certain types of tenant build-outs, unless the
construction was at least 10% completed when the mortgage loan defaulted or the
default of the mortgage loan becomes imminent. Any net income from the
operation of the property (other than qualifying "rents from real property"),
or any rental income based on the net profits of a tenant or sub-tenant or
allocable to a non-customary service, will subject the lower-tier REMIC to
federal tax on that income at the highest marginal corporate tax rate
(currently 35%) and possibly state or local tax. In that event, the net
proceeds available for distribution to certificateholders will be reduced. The
special servicer may permit the lower-tier REMIC to earn "net income from
foreclosure property" that is subject to tax if it determines that the net
after-tax benefit to certificateholders is greater than under another method of
operating or net leasing the mortgaged property. In addition, if the trust were
to acquire one or more mortgaged properties pursuant to a foreclosure or deed
in lieu of foreclosure, upon acquisition of those mortgaged properties, the
trust may in certain jurisdictions, particularly in New York, be required to
pay state or local transfer or excise taxes upon liquidation of such
properties. Such state or local taxes may reduce net proceeds available for
distribution to the certificateholders.

RISKS ASSOCIATED WITH ONE ACTION RULES

     The ability to realize upon the mortgage loans may be limited by the
application of state and federal laws. For example, 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 a "one action" rule
could be applicable. In the case of a multi-property mortgage loan that is
secured by mortgaged properties located in multiple states, the special
servicer may be required to foreclose first on properties located in states
where "one action" rules apply (and where non-judicial foreclosure is
permitted) before foreclosing on properties located in states where judicial
foreclosure is the only permitted method of foreclosure. The application of
other state and federal laws may delay or otherwise limit the ability to
realize on defaulted mortgage loans. See "Certain Legal Aspects of Mortgage
Loans--Foreclosure" in the prospectus.

RISKS RELATING 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 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


                                      S-71


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.

PROPERTY INSURANCE MAY NOT BE SUFFICIENT

     All of the mortgage loans require the related borrower to maintain, or
cause to be maintained, property insurance (which, in some cases, is provided
by allowing a tenant to self-insure). However, the mortgaged properties may
suffer casualty losses due to risks that were not covered by insurance or for
which insurance coverage is inadequate. Specifically, certain of the mortgage
loans may have insurance coverage that specifically excludes coverage for
losses due to mold, certain acts of nature, terrorism activities or other
comparable conditions or events. In addition, approximately 21.6%, 11.1% and
9.4% of the mortgaged properties, by aggregate principal balance of the pool of
mortgage loans as of the cut-off date (approximately 19.5%, 11.3% and 10.7%,
respectively, of the aggregate principal balance of the mortgage loans in loan
group 1 as of the cut-off date and approximately 32.0%, 10.4% and 2.7%,
respectively, of the aggregate principal balance of the mortgage loans in loan
group 2 as of the cut-off date), are located in California, Texas and Florida,
respectively, states that have historically been at greater risk regarding acts
of nature (such as earthquakes, floods and hurricanes) than other states. We
cannot assure you that borrowers will be able to maintain adequate insurance.
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. Certain mortgage loans are secured by improvements for which coverage
for acts of terrorism have been waived, are not required or are required only
if certain conditions (such as availability at reasonable rates or maximum cost
limits) are satisfied.

     Following the September 11, 2001 terrorist attacks in the New York City
area and in the Washington, D.C. area, many reinsurance companies (which assume
some of the risk of policies sold by primary insurers) eliminated 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 the deductible for acts of terrorism or charge higher
premiums for such coverage. In


                                      S-72


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 results in an insurance claim. The
Treasury Department established 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 Insurance Program requires that each insurer for policies in
place prior to November 26, 2002, provide its insureds with a statement of the
proposed premiums for terrorism coverage, identifying the portion of the risk
that the federal government will cover, within 90 days after November 26, 2002.
Insureds will have 30 days to accept the continued coverage and pay the
premium. If an insured does not pay the premium, insurance for acts of
terrorism may be excluded from the policy. All policies for insurance issued
after November 26, 2002 must make similar disclosure. 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, there can be no
assurance that all of the borrowers under the mortgage loans have accepted the
continued coverage or, if any have, that they will continue to maintain the
coverage.

     Through December 2005, insurance carriers are required under the program
to provide terrorism coverage in their basic "all-risk" policies. Any
commercial property and casualty terrorism insurance exclusion that was in
force on November 26, 2002 is automatically voided to the extent that it
excludes losses that would otherwise be insured losses, subject to the
immediately preceding paragraph. Any state approval of such types of exclusions
in force on November 26, 2002 is also voided.

     However, 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 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, because the Terrorism Insurance Program has only been
recently passed into law, there can be no assurance that it or state
legislation will substantially lower the cost of obtaining terrorism insurance.
There can be no assurance that such temporary program will create any long-term
changes in the availability and cost of such insurance. Moreover, there can be
no assurance that such program will be renewed or extended, or that 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 Insurance Program for an additional 2 years beyond
December 31, 2005 and to establish a partnership or commission to recommend a
long-term solution to the terrorism risk problem. However, there can be no
assurance that such proposal will be enacted into law.

     Finally, the Terrorism Insurance Program terminates on December 31, 2005
and the Secretary of the Treasury announced on June 30, 2005 the Treasury
Department's opposition to an extension of the Terrorism Risk Insurance Act of
2002 in its current form. If the Terrorism Risk Insurance Act of 2002 is not
extended or renewed, premiums for terrorism insurance coverage will likely
increase and/or the terms of such insurance may be materially amended to
enlarge stated exclusions or to otherwise effectively decrease the scope of
coverage available (perhaps to the point where it is effectively not
available). In addition, to the extent that any policies contain "sunset
clauses" (i.e., clauses that void terrorism coverage if the federal insurance
backstop program is not renewed), then such policies may cease to provide
terrorism insurance upon the expiration of the Terrorism Risk Insurance Act of
2002.


                                      S-73


     The various forms of insurance maintained with respect to any of the
mortgaged properties, including casualty insurance, environmental insurance and
earthquake insurance, may be provided under a blanket insurance policy. That
blanket insurance policy will also cover other real properties, some of which
may not secure mortgage loans in the trust. As a result of total limits under
any of those blanket policies, losses at other properties covered by the
blanket insurance policy may reduce the amount of insurance coverage with
respect to a property securing one of the mortgage loans in the trust fund.

     Some of the mortgage loans specifically require terrorism insurance, but
this insurance may be required only to the extent it can be obtained for
premiums less than or equal to a "cap" amount specified in the related mortgage
loan documents, only if it can be purchased at commercially reasonable rates,
only with a deductible at a certain threshold and/or other similar conditions.
For example, with respect to the Universal Hotel Portfolio mortgage loan
(identified as Loan No. 2 on Annex A-1 to this prospectus supplement)
representing approximately 4.8% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 5.7% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), terrorism insurance is only required to the extent of such insurance
that can be purchased for $1,835,000 annually, with respect to the Encino
Financial Center mortgage loan (identified as Loan No. 7 on Annex A-1 to this
prospectus supplement), representing approximately 2.1% of the aggregate
principal balance of the pool of mortgage loans as of the cut-off date
(approximately 2.5% of the aggregate principal balance of the mortgage loans in
loan group 1 as of the cut-off date), terrorism insurance is only required to
the extent that such insurance can be purchased for three times the cost of
casualty coverage and, with respect to the Four Seasons Boston mortgage loan
(identified as Loan No. 3 on Annex A-1 to this prospectus supplement),
representing approximately 3.9% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 4.6% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), terrorism insurance is only required to the extent of such insurance
that can be purchased for $500,000 annually.

     With respect to certain of the mortgage loans, the "all-risk" policy
specifically excludes terrorism insurance from its coverage. In some such
cases, the related borrower obtained supplemental insurance to cover terrorism
risk. In other cases, the lender waived the requirement that such insurance be
maintained.

     With respect to certain of the mortgage loans, the related mortgage loan
documents generally provide that the borrowers are required to maintain
comprehensive all-risk casualty insurance but may not specify the nature of the
specific risks required to be covered by such insurance policies. With respect
to certain mortgage loans in the trust, the related borrower is not required to
maintain any terrorism insurance coverage either as part of its "all-risk"
policy or under a stand-alone policy.

     Even if the mortgage loan documents specify that the related borrower must
maintain all-risk casualty insurance or other insurance that covers acts of
terrorism, the borrower may fail to maintain such insurance and the master
servicer or special servicer may not enforce such default or cause the borrower
to obtain such insurance if the special servicer has determined, based on
inquiry consistent with the servicing standards and subject to the consent of
the directing certificateholder, that either (a) such insurance is not
available at any rate or (b) such insurance is not available at commercially
reasonable rates and that such hazards are not at the time commonly insured
against for properties similar to the related mortgaged property and located in
or around the region in which such related mortgaged property is located.
Additionally, if the related borrower fails to maintain such insurance, the
master servicer or the special servicer, as applicable, will not be required to
maintain such terrorism insurance coverage if the special servicer determines,
in accordance with the servicing standards, that such insurance is not
available for the reasons set forth in (a) or (b) of the preceding sentence.
Furthermore, at the time existing insurance policies are subject to renewal,
there is no assurance that terrorism insurance coverage will be available and
covered under the new policies or, if covered, whether such coverage will be
adequate. Most insurance policies covering commercial real estate


                                      S-74


properties such as the mortgaged properties are subject to renewal on an annual
basis. If such coverage is not currently in effect, is not adequate or is
ultimately not continued with respect to some of the mortgaged properties and
one of those properties suffers a casualty loss as a result of a terrorist act,
then the resulting casualty loss could reduce the amount available to make
distributions on your certificates.

     We cannot assure you that all of the mortgaged properties will be insured
against the risks of terrorism and similar acts. As a result of any of the
foregoing, the amount available to make distributions on your certificates
could be reduced.

ZONING COMPLIANCE AND USE RESTRICTIONS MAY ADVERSELY AFFECT PROPERTY VALUE

     Certain of the mortgaged properties may not comply with current zoning
laws, including density, use, parking, height 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 or for which non-conformity with current zoning laws are
otherwise permitted, 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 its use or structure to comply
with the existing or new law; however, the borrower may not be able to continue
the non-conforming use or rebuild the non-conforming premises "as is" in the
event of a substantial casualty loss. This may adversely affect the cash flow
of the property following the loss. If a substantial casualty were to occur, we
cannot assure you that insurance proceeds would be available to pay the
mortgage loan in full. In addition, if a non-conforming use were to be
discontinued and/or 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 before the casualty.

     In addition, certain of the mortgaged properties that do not conform to
current zoning laws 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 or may necessitate material additional expenditures to remedy
non-conformities.

     In addition, certain of the mortgaged properties may be subject to certain
restrictions imposed pursuant to restrictive covenants, reciprocal easement
agreements or operating agreements or historical landmark designations or, in
the case of those mortgaged properties that are condominiums, condominium
declarations or other condominium use restrictions or regulations, especially
in a situation where the mortgaged property does not represent the entire
condominium building. Such use restrictions could include, for example,
limitations on the use or character of the improvements or the properties,
limitations affecting noise and parking requirements, among other things, and
limitations on the borrowers' right to operate certain types of facilities
within a prescribed radius. These limitations could adversely affect the
ability of the related borrower to lease the mortgaged property on favorable
terms, thus adversely affecting the borrower's ability to fulfill its
obligations under the related mortgage loan.

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 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 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.


                                      S-75


NO REUNDERWRITING OF THE MORTGAGE LOANS

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

LITIGATION OR OTHER LEGAL PROCEEDINGS COULD ADVERSELY AFFECT THE MORTGAGE LOANS

     There may be pending or threatened legal proceedings against, or other
past or present adverse regulatory circumstances experienced by the borrowers
and managers of the mortgaged properties and their respective affiliates
arising out of the ordinary business of the borrowers, managers and affiliates.
In certain cases, principals and/or affiliates of the borrowers are involved or
may have been involved in prior litigation or property foreclosures or
deed-in-lieu of foreclosures. In addition, in the case of 1 mortgage loan
(identified as Loan No. 144 on Annex A-1 to this prospectus supplement),
representing approximately 0.2% of the aggregate principal balance of the pool
of mortgage loans as of the cut-off date (approximately 0.2% of the aggregate
principal balance of the mortgage loans in loan group 1 as of the cut-off
date), the sponsor has had properties that have been either in default or
foreclosed upon in the past three years. We cannot assure you that any
litigation, other legal proceedings or other adverse situations will not have a
material adverse effect on your investment.

RISKS RELATING TO BOOK-ENTRY REGISTRATION

     Your certificates will be initially represented by one or more
certificates registered in the name of Cede & Co., as the nominee for DTC, and
will not be registered in your name. As a result, you will not be recognized as
a certificateholder, or holder of record of your certificates. See "Risk
Factors--Book-Entry System for Certain Classes May Decrease Liquidity and Delay
Payment" in the prospectus for a discussion of important considerations
relating to not being a certificateholder of record.

RISKS RELATING TO INSPECTIONS OF PROPERTIES

     Licensed engineers or consultants inspected the mortgaged properties at or
about the time of the origination of the mortgage loans to assess items such as
structural integrity of the buildings and other improvements on the mortgaged
property, including exterior walls, roofing, interior construction, mechanical
and electrical systems and general condition of the site, buildings and other
improvements. However, we cannot assure you that all conditions requiring
repair or replacement were identified. No additional property inspections were
conducted in connection with the closing of the offered certificates.

OTHER RISKS

     See "Risk Factors" in the prospectus for a description of certain other
risks and special considerations that may be applicable to your certificates.


                                      S-76


                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

     The trust will consist primarily of 240 fixed rate mortgage loans secured
by 253 commercial, multifamily and manufactured housing community Mortgaged
Properties with an aggregate principal balance of approximately $2,076,723,076
as of the Cut-off Date (the "Initial Pool Balance"). All percentages of the
mortgage loans and Mortgaged Properties, or of any specified group of mortgage
loans and Mortgaged Properties, referred to in this prospectus supplement
without further description are approximate percentages by Initial Pool
Balance.

     The pool of mortgage loans will be deemed to consist of two loan groups
("Loan Group 1" and "Loan Group 2" and, collectively, the "Loan Groups") for
the purpose of principal and interest distributions on the Class A Certificates
(as described herein). Loan Group 1 will consist of 170 mortgage loans,
representing approximately $1,742,002,009 of the Initial Pool Balance (the
"Initial Loan Group 1 Balance"). Loan Group 2 will consist of 70 mortgage
loans, representing approximately $334,721,068 of the Initial Pool Balance (the
"Initial Loan Group 2 Balance"). Annex A-1 to this prospectus supplement sets
forth the loan group designation with respect to each mortgage loan.

     The "Cut-off Date Balance" of any mortgage loan will be the unpaid
principal balance of that mortgage loan as of the Cut-off Date for such
mortgage loan, after application of all payments due on or before that date,
whether or not received. Unless otherwise noted, all numerical and statistical
information presented herein, including Cut-off Date Balances, loan-to-value
ratios and debt service coverage ratios with respect to the Lowe's Aliso Viejo
AB Mortgage Loan, is calculated without regard to the Lowe's Aliso Viejo
Subordinate Companion Loan.

     Each mortgage loan is evidenced by a promissory note (a "Mortgage Note")
and secured by a mortgage, deed of trust or other similar security instrument
(a "Mortgage") that creates a first mortgage lien:

     (1) on a fee simple estate in one or more commercial, multifamily and
manufactured housing community mortgaged properties;

     (2) with respect to 4 mortgage loans (identified as Loan Nos. 2, 41, 54
and 181 on Annex A-1 to this prospectus supplement), representing approximately
5.9% of the Initial Pool Balance (approximately 7.1% of the Initial Loan Group
1 Balance), on a leasehold estate in a commercial property; or

     (3) with respect to 1 mortgage loan (identified as Loan No. 65 on Annex
A-1 to this prospectus supplement), representing approximately 0.3% of the
Initial Pool Balance (approximately 0.4% of the Initial Loan Group 1 Balance),
on the overlapping fee estate and leasehold estate of the commercial property
(each of clauses (1) through (3), a "Mortgaged Property").

     Mortgage loans secured by ground leases present certain bankruptcy and
foreclosure risks not present with mortgage loans secured by fee simple
estates. See "Certain Legal Aspects of Mortgage Loans--Foreclosure--Leasehold
Risks" and "Certain Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the
prospectus.

     On or about August 24, 2005 (the "Closing Date" ), J.P. Morgan Chase
Commercial Mortgage Securities Corp. (the "Depositor" ) will acquire the
mortgage loans from JPMorgan Chase Bank, N.A., LaSalle Bank National
Association and Nomura Credit & Capital, Inc. (collectively, the "Mortgage Loan
Sellers") pursuant to three mortgage loan purchase agreements (the "Purchase
Agreements"), each between the Depositor and the applicable Mortgage Loan
Seller. The Depositor will then assign its interests in the mortgage loans,
without recourse, to Wells Fargo Bank, N.A., as trustee (the "Trustee"), for
the benefit of the holders of the Certificates (the "Certificateholders"). See
"--The Mortgage Loan Sellers" below and "Description of the Pooling
Agreements--Assignment of Mortgage Loans; Repurchases" in the prospectus.


                                      S-77


     The mortgage loans were originated in the period between January 2005 and
August 2005. Eighty-nine (89) of the mortgage loans, representing approximately
28.3% of the Initial Pool Balance (54 mortgage loans in Loan Group 1,
representing approximately 25.9% of the Initial Loan Group 1 Balance and 35
mortgage loans in Loan Group 2, representing approximately 41.0% of the Initial
Loan Group 2 Balance), will not have made any scheduled debt service payments
as of the related Cut-off Date.

     The mortgage loans are not insured or guaranteed by the Mortgage Loan
Sellers or any other person or entity. You should consider all of the mortgage
loans to be nonrecourse loans as to which recourse in the case of default will
be limited to the specific property and other assets, if any, pledged to secure
a mortgage loan.

ASSISTANCE PROGRAMS

     With respect to certain of the mortgage loans, the borrowers or investors
in such borrowers may receive tax abatements, subsidies or other assistance
from government programs. Generally, the related Mortgaged Property must
satisfy certain requirements, the borrower must observe certain leasing
practices and/or the tenant(s) must regularly meet certain income requirements
or the borrower or Mortgaged Property must have certain other characteristics
consistent with the government policy related to the applicable program.

     We can give you no assurance that any government or other assistance
programs will be continued in their present form during the terms of the
related mortgage loans, that the borrower will continue to comply with the
requirements of the programs to enable the borrower to receive the subsidies or
assistance in the future, or for the investors in such borrower to continue to
receive their tax credit, or that the level of assistance provided will be
sufficient to generate enough revenues for the related borrower to meet its
obligations under the related mortgage loans. The related Mortgage Loan Seller
may have underwritten the related mortgage loan on the assumption that such
assistance will continue. Loss of any applicable assistance could have an
adverse effect on the ability of the related borrowers to make timely payments
of debt service. In addition, the restrictions described above relating to the
use of the related Mortgaged Property could reduce the market value of the
related Mortgaged Property.

ADDITIONAL DEBT

     General. Substantially all of the mortgage loans permit the related
borrower to incur limited indebtedness in the ordinary course of business that
is not secured by the related Mortgaged Property. Moreover, in general, any
borrower that does not meet single purpose entity criteria may not be
restricted from incurring unsecured debt.

     The terms of certain mortgage loans permit the borrowers to post letters
of credit and/or surety bonds for the benefit of the mortgagee under the
mortgage loans, 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.

     The Universal Hotel Portfolio Loan. The Universal Hotel Portfolio Loan is
a senior loan in a split loan structure with the Universal Hotel Portfolio Pari
Passu Companion Notes (which are pari passu with the Universal Hotel Portfolio
Loan) and the Universal Hotel Portfolio B Note, which is junior to the
Universal Hotel Portfolio Loan and the Universal Hotel Portfolio Pari Passu
Companion Notes. See "--The Universal Hotel Portfolio Whole Loan" below.

     The Lowe's Aliso Viejo AB Mortgage Loans.  The Lowe's Aliso Viejo mortgage
loan (the "Lowe's Aliso Viejo AB Mortgage Loan") (identified as Loan No. 8 on
Annex A-1 to this prospectus supplement), representing approximately 2.0% of
the Initial Pool Balance (approximately 2.4% of the Initial Loan Group 1
Balance), is a senior loan in a split loan structure with a subordinate
companion loan (with respect to the Lowe's Aliso Viejo AB Mortgage Loan, the
"Lowe's Aliso Viejo Subordinate Companion Loan" and, together with the Lowe's
Aliso Viejo AB Mortgage


                                      S-78


Loan, the "Lowe's Aliso Viejo AB Mortgage Loan Pair"). The Lowe's Aliso Viejo
Subordinate Companion Loan is not an asset of the trust fund. The Lowe's Aliso
Viejo AB Mortgage Loan Pair is evidenced by a separate senior note and
subordinate note, which are secured by a single mortgage instrument on the
Lowe's Aliso Viejo Mortgaged Property.

     The Lowe's Aliso Viejo AB Mortgage Loan has a principal balance as of the
Cut-off Date of $42,125,000. The Lowe's Aliso Viejo Subordinate Companion Loan,
which is not included in the trust, has an initial principal balance of
$3,850,000. The Lowe's Aliso Viejo Subordinate Companion Loan is held by an
affiliate of the related borrower.

     The holder of the Lowe's Aliso Viejo Subordinate Companion Loan will have
certain rights with respect to the Lowe's Aliso Viejo AB Mortgage Loan as
described under "--Lowe's Aliso Viejo AB Mortgage Loan" below.

     The following table sets forth for the Universal Hotel Portfolio Loan
(including the Universal Hotel Portfolio Pari Passu Companion Loan) and the
Lowe's Aliso Viejo AB Mortgage Loan both the debt service coverage ratio
("DSCR") and loan-to-value ("LTV") ratios without taking into account the
Universal Hotel Portfolio B Note or the Lowe's Aliso Viejo Subordinate
Companion Loan, as applicable, and the combined DSCR and LTV Ratios taking into
account the Universal Hotel Portfolio B Note or the Lowe's Aliso Viejo
Subordinate Companion Loan, as applicable.

<TABLE>

                                                                                   MORTGAGE
                                                                                 LOAN CUT-OFF     CUT-OFF DATE
                                             LOAN      MORTGAGE     COMBINED       DATE LTV         COMBINED
              MORTGAGE LOAN                 GROUP     LOAN DSCR       DSCR           RATIO         LTV RATIO
- ----------------------------------------    -----     ---------     --------     ------------     ------------

Universal Hotel Portfolio Loan .........      1         3.61x         3.15x          52.8%            59.4%
Lowe's Aliso Viejo AB
 Mortgage Loan .........................      1         1.21x         1.00x          79.5%            86.7%
</TABLE>

     Other Secured Subordinate Indebtedness. As of the Cut-off Date, the
applicable Mortgage Loan Sellers have informed us that they are aware of the
following existing or specifically permitted secured subordinate indebtedness
with respect to the mortgage loans:

     o The mortgage loan documents with respect to 5 mortgage loans with
       affiliated borrowers (identified as Loan Nos. 15, 17, 25, 54 and 78 on
       Annex A-1 to this prospectus supplement), representing approximately 4.2%
       of the Initial Pool Balance (4 mortgage loans in Loan Group 1,
       representing approximately 4.0% of the Initial Loan Group 1 Balance and 1
       mortgage loan in Loan Group 2, representing approximately 5.1% of the
       Initial Loan Group 2 Balance), permit those borrowers to incur secured
       subordinate debt, subject to various conditions.

     Mezzanine Debt. Although the mortgage loans generally place certain
restrictions on incurring mezzanine debt by the pledging of general partnership
and managing member equity interests in a borrower, such as specific percentage
or control limitations, the terms of the mortgages generally permit, subject to
certain limitations, the pledge of less than a controlling portion of the
limited partnership or non-managing membership equity interests in a borrower.
However, certain of the mortgage loans do not restrict the pledging of
ownership interests in the borrower, but do restrict the transfer of ownership
interests in a borrower by imposing limitations on transfer of control or a
specific percentage of ownership interests. In addition, in general, a borrower
that does not meet single-purpose entity criteria may not be restricted in any
way from incurring mezzanine debt. The holders of mezzanine loans typically
have the right to cure certain defaults occurring on the related mortgage loan
and the right to purchase the related mortgage loan if certain defaults on the
related mortgage loan occur. The purchase price generally required to be paid
in connection with such a purchase would equal the outstanding principal
balance of the related mortgage loan, together with accrued and unpaid interest
on, and unpaid servicing expenses, advances and interest on advances related
to, such mortgage loan. The lenders for this mezzanine debt generally are not
affiliates of the related mortgage loan borrower. Upon a default under the
mezzanine debt, the holder of the mezzanine debt may foreclose upon the
ownership interests in the related borrower subject to the terms of the related
intercreditor agreement, which typically require either confirmation from each
Rating


                                      S-79


Agency that the transfer would not result in the downgrade, withdrawal or
qualification of the then-current ratings assigned to any Class of Certificates
or that the holder of the ownership interests is an entity which meets certain
financial and other tests under the intercreditor agreement. As of the Cut-off
Date, the applicable Mortgage Loan Sellers have informed us that they are aware
of the following existing or specifically permitted mezzanine indebtedness with
respect to the mortgage loans:

     o In the case of 10 mortgage loans (identified as Loan Nos. 1, 2, 4, 6, 30,
       46, 54, 77, 138 and 167 on Annex A-1 to this prospectus supplement),
       representing approximately 20.8% of the Initial Pool Balance (7 mortgage
       loans in Loan Group 1, representing approximately 23.6% of the Initial
       Loan Group 1 Balance and 3 mortgage loans in Loan Group 2, representing
       approximately 5.9% of the Initial Loan Group 2 Balance), the owners of
       the related borrowers are permitted to pledge their ownership interests
       in the borrowers as collateral for mezzanine debt. The incurrence of this
       mezzanine indebtedness is generally subject to the satisfaction of
       certain conditions, which may include the consent of the mortgage lender
       and loan-to-value ratio and debt service coverage ratio tests.

     Unsecured Subordinate Indebtedness. The applicable mortgage loan seller is
aware of the following unsecured debt with respect to each mortgage loan:

     o In the case of 2 mortgage loans, representing in the aggregate
       approximately 0.5% of the Initial Pool Balance (representing
       approximately 0.5% of the Initial Loan Group 1 Balance), the related
       mortgage loan documents allow the related borrowers to maintain existing
       unsecured indebtedness.

     o In the case of 5 mortgage loan (identified as Loan Nos. 3, 13, 98, 123
       and 161 on Annex A-1 to this prospectus supplement), representing
       approximately 5.9% of the Initial Pool Balance (approximately 7.0% of the
       Initial Loan Group 1 Balance), the related borrowers are permitted to
       incur future unsecured financing.

     In addition to the provisions noted above, in general, any borrower that
does not meet single-purpose entity criteria may not be restricted from
incurring unsecured debt. Certain risks relating to additional debt are
described in "Risk Factors--Ability to Incur Other Borrowings Entails Risk" in
this prospectus supplement and "Certain Legal Aspects of Mortgage
Loans--Subordinate Financing" in the prospectus.

UNIVERSAL HOTEL PORTFOLIO WHOLE LOAN

     The Loan. 1 mortgage loan (identified as Loan No. 2 on Annex A-1 to this
prospectus supplement) (the "Universal Hotel Portfolio Loan"), representing
approximately 4.8% of the Initial Pool Balance, is 1 of 7 mortgage loans that
are part of a split loan structure, each of which is secured by the same
mortgage instrument on the Universal Hotel Portfolio Mortgaged Property. The
Universal Hotel Portfolio Loan is evidenced by promissory note A-5. The
mortgage loans evidenced by promissory notes A-1, A-2, A-3 and A-4 are referred
to in this prospectus supplement as the "Universal Hotel Portfolio Pari Passu
Companion Notes." The Universal Hotel Portfolio Pari Passu Companion Notes,
which in aggregate have a principal balance of $300,000,000 as of the cut-off
date, are not included in the trust. The Universal Hotel Portfolio Loan and the
Universal Hotel Portfolio Pari Passu Companion Notes are pari passu with each
other and are referred to in this prospectus supplement as the "Universal Hotel
Portfolio Senior Notes." The remaining 2 mortgage loans evidenced by promissory
notes B-1 and B-2 are referred to in this prospectus supplement, collectively,
as the "Universal Hotel Portfolio B Note." The Universal Hotel Portfolio B
Note, which has a principal balance of $50,000,000 as of the cut-off date, is
subordinate to the Universal Hotel Portfolio Senior Notes. Only the Universal
Hotel Portfolio Loan is included in the trust. The Universal Hotel Portfolio
Loan, the Universal Hotel Portfolio Pari Passu Companion Notes and the
Universal Hotel Portfolio B Note are collectively referred to in this
prospectus supplement as the "Universal Hotel Portfolio Whole Loan." The
holders of the Universal Hotel Portfolio Senior Notes (the "Universal Hotel
Portfolio Senior Noteholders") and the holders of the Universal Hotel Portfolio
B Note (the "Universal Hotel


                                      S-80


Portfolio B Noteholders") have entered into an intercreditor agreement that
sets forth the respective rights of the Universal Hotel Portfolio Senior
Noteholders and the Universal Hotel Portfolio B Noteholders (the "Universal
Hotel Portfolio Intercreditor Agreement"). Pursuant to the terms of the
Universal Hotel Portfolio Intercreditor Agreement, the Universal Hotel
Portfolio Whole Loan will be serviced and administered pursuant to the
Universal Hotel Portfolio Pooling Agreement (the "Universal Hotel Portfolio
Pooling Agreement") by a Master Servicer (the "Universal Hotel Portfolio Master
Servicer") and a Special Servicer (the "Universal Hotel Portfolio Special
Servicer") designated thereunder, according to the servicing standards
contained therein. The Universal Hotel Portfolio Intercreditor Agreement
provides that expenses, losses and shortfalls relating to the Universal Hotel
Portfolio Whole Loan will be allocated first, to the holder of the Universal
Hotel Portfolio B Note and thereafter, to the Universal Hotel Portfolio Senior
Noteholders, pro rata and pari passu.

     As described under "Servicing of the Mortgage Loans--The Directing
Certificateholder and the Universal Hotel Portfolio Operating Advisor" in this
prospectus supplement, prior to a Universal Hotel Portfolio Control Appraisal
Event, the holder of the Universal Hotel Portfolio B Note will have the right
to appoint a new special servicer, consult with and advise the special servicer
with respect to the Universal Hotel Portfolio Whole Loan; following the
occurrence and during the continuance of a Universal Hotel Portfolio Control
Appraisal Event, the majority holders (the "Universal Hotel Portfolio Majority
Companion Holders") of the Universal Hotel Portfolio Loan (the Directing
Certificateholder will be the holder of the Universal Hotel Portfolio Loan for
this purpose) and the Universal Hotel Portfolio Pari Passu Companion Notes (or
if any Universal Hotel Portfolio Pari Passu Companion Note has been
securitized, a representative appointed by the controlling class of that
securitization) will have such rights. A "Universal Hotel Portfolio Control
Appraisal Event" will exist if, and for so long as, the initial principal
balance of the Universal Hotel Portfolio B Note (minus the sum of (i) any
principal payments (whether as scheduled amortization, principal prepayments or
otherwise) allocated to, and received on, the Universal Hotel Portfolio B Note
after the cut-off date, (ii) any appraisal reduction allocated to the Universal
Hotel Portfolio B Note under the Universal Hotel Portfolio Pooling Agreement
and (iii) realized losses allocated to the Universal Hotel Portfolio B Note) is
less than 25% of its initial principal balance (minus the sum of any principal
payments whether as scheduled amortization, principal prepayments or otherwise
received on, the Universal Hotel Portfolio B Note after the cut-off date).

     Servicing Provisions of the Universal Hotel Portfolio Intercreditor
Agreement. The Universal Hotel Portfolio Intercreditor Agreement generally
provides that the Universal Hotel Portfolio Whole Loan will be serviced by the
Universal Hotel Portfolio Master Servicer and the Universal Hotel Portfolio
Special Servicer according to the servicing standards under the Universal Hotel
Portfolio Pooling Agreement.

     Application of Payments on the Universal Hotel Portfolio AB Mortgage
Loan. Under the terms of the Universal Hotel Portfolio Intercreditor Agreement,
prior to the occurrence and continuance of a monetary event of default or other
material non-monetary event of default with respect to the Universal Hotel
Portfolio Whole Loan (or, if such a default has occurred, but the holders of
the Universal Hotel Portfolio B Note have cured such a default), after payment
of amounts payable or reimbursable under the Universal Hotel Portfolio Pooling
Agreement, payments and proceeds received with respect to the Universal Hotel
Portfolio Whole Loan will generally be paid in the following manner, in each
case to the extent of available funds:

     First, each holder of the Universal Hotel Portfolio Senior Notes will
receive accrued and unpaid interest on its outstanding principal at its
interest rate, pro rata;

     Second, each holder of the Universal Hotel Portfolio B Note will receive
accrued and unpaid interest on its outstanding principal at its interest rate,
pro rata;

     Third, each holder of the Universal Hotel Portfolio Senior Notes will
receive scheduled or unscheduled principal payments in respect of the Universal
Hotel Portfolio Whole Loan, pro rata,


                                      S-81


up to its allocable share (based on the aggregate unpaid principal balances of
the Universal Hotel Portfolio Senior Notes and the Universal Hotel Portfolio B
Note);

     Fourth, each holder of the Universal Hotel Portfolio B Note will receive
scheduled or unscheduled principal payments in respect of the Universal Hotel
Portfolio Whole Loan, pro rata, up to its allocable share (based on the
aggregate unpaid principal balances of the Universal Hotel Portfolio Senior
Notes and the Universal Hotel Portfolio B Note);

     Fifth, to repay the Universal Hotel Portfolio Operating Advisor (prior to
the occurrence of any Universal Hotel Portfolio Control Appraisal Event) any
cure payments made by it pursuant to the Universal Hotel Portfolio
Intercreditor Agreement;

     Sixth, any prepayment premium allocable to the Universal Hotel Portfolio
Senior Notes to each holder of the Universal Hotel Portfolio Senior notes, pro
rata, up to its allocable share (based on the aggregate unpaid principal
balances of the Universal Hotel Portfolio Senior Notes and the Universal Hotel
Portfolio B Note) and any prepayment premium allocable to the Universal Hotel
Portfolio B Note to each holder of the Universal Hotel Portfolio B Note, pro
rata, up to its allocable share (based on the aggregate unpaid principal
balances of the Universal Hotel Portfolio Senior Notes and the Universal Hotel
Portfolio B Note); and

     Seventh, any remaining amount to be allocated among the Universal Hotel
Portfolio Senior Notes and the Universal Hotel Portfolio B Note, pro rata.

     During the existence of a monetary event of default or other non-monetary
event of default at a time when the Universal Hotel Portfolio Senior Notes are
Specially Serviced Mortgage Loans (unless the Universal Hotel Portfolio
Operating Advisor (prior to the occurrence of any Universal Hotel Portfolio
Control Appraisal Event) has cured such a default), after payment of all
amounts then payable or reimbursable under the Pooling and Servicing Agreement
(including reimbursements of Advances on the Universal Hotel Portfolio Whole
Loan), payments and proceeds received with respect to the Universal Hotel
Portfolio Whole Loan will generally be applied in the following manner, in each
case to the extent of available funds:

     First, each holder of the Universal Hotel Portfolio Senior Notes will
receive accrued and unpaid interest on its outstanding principal at its
interest rate, pro rata;

     Second, each holder of the Universal Hotel Portfolio Senior Notes will
receive principal payments collected in respect of the Universal Hotel
Portfolio Whole Loan, pro rata until the principal balance of each such note
has been paid in full;

     Third, each holder of the Universal Hotel Portfolio B Note will receive
accrued and unpaid interest on its outstanding principal at its interest rate,
pro rata;

     Fourth, each holder of the Universal Hotel Portfolio Senior Notes will
receive, pro rata, based on the principal balance of each such note an amount
up to its principal balance, until the principal balance has been paid in full;

     Fifth, each holder of the Universal Hotel Portfolio B Note will receive,
pro rata, based on the principal balance of each such note an amount up to its
principal balance, until the principal balance has been paid in full;

     Sixth, to repay the Universal Hotel Portfolio Operating Advisor (prior to
the occurrence of any Universal Hotel Portfolio Control Appraisal Event) any
cure payments made by it pursuant to the Universal Hotel Portfolio
Intercreditor Agreement;

     Seventh, any prepayment premium allocable to the Universal Hotel Portfolio
Senior Notes to each holder of the Universal Hotel Portfolio Senior Notes, pro
rata, and any prepayment premium allocable to the Universal Hotel Portfolio B
Note to each holder of the Universal Hotel Portfolio B Note, pro rata;

     Eighth, any default interest in excess of the interest paid in accordance
with clause first and clause third above will be paid first to each holder of
the Universal Hotel Portfolio Senior Notes, pro rata, and then to each holder
of the Universal Hotel Portfolio B Note, pro rata;


                                      S-82


     Ninth, any late payment charges will be paid first to each holder of the
Universal Hotel Portfolio Senior Notes, pro rata, and then to each holder of
the Universal Hotel Portfolio B Note, pro rata; and

     Tenth, if any excess amount is paid by the borrower that is not otherwise
applied in accordance with clauses first through ninth above, such amount will
be paid to each holder of the Universal Hotel Portfolio Senior Notes and
Universal Hotel Portfolio B Note, pro rata.

     Cure Rights. In the event that the borrower fails to make any payment of
principal or interest on the Universal Hotel Portfolio Whole Loan, resulting in
a monetary event of default, the holders of the Universal Hotel Portfolio B
Note will have the right to cure such monetary event of default subject to
certain limitations set forth in the Universal Hotel Portfolio Intercreditor
Agreement.

     Purchase Options. In the event that the Universal Hotel Portfolio Loan is
in default, the holders of the Universal Hotel Portfolio B Note will have an
option (the "Universal Hotel Portfolio Purchase Option") to purchase the
Universal Hotel Portfolio Loan from the trust fund at a price (the "Universal
Hotel Portfolio Loan Option Price") generally equal to the unpaid principal
balance of the Universal Hotel Portfolio Loan, plus accrued and unpaid interest
on such balance, all related unreimbursed servicing advances (and all related
servicing advances that were reimbursed from general collections on the
mortgage loans, but not yet repaid by the related borrower) together with
accrued and unpaid interest on all advances and all accrued special servicing
fees allocable to the Universal Hotel Portfolio Loan whether paid or unpaid and
any other additional trust fund expenses relating to the Universal Hotel
Portfolio Whole Loan in each case, as provided under the Universal Hotel
Portfolio Pooling Agreement. In order to exercise the Universal Hotel Portfolio
Purchase Option, the holders of the Universal Hotel Portfolio B Note will also
be required to purchase the Universal Hotel Portfolio Pari Passu Companion
Notes for a similar price. If the holders of the Universal Hotel Portfolio B
Note fail to exercise this option within the time period set forth in the
Universal Hotel Portfolio Pooling Agreement, certain other parties may have the
right to purchase the Universal Hotel Portfolio Loan as provided in the
Universal Hotel Portfolio Pooling Agreement and in this prospectus supplement.

LOWE'S ALISO VIEJO AB MORTGAGE LOAN

     General.

     The Lowe's Aliso Viejo AB Mortgage Loan is evidenced by the senior of two
notes each secured by a single mortgage and a single assignment of leases and
rents. The Lowe's Aliso Viejo Subordinate Companion Loan will not be part of
the trust fund.

     The Lowe's Aliso Viejo AB Mortgage Loan and the Lowe's Aliso Viejo
Subordinate Companion Loan are cross-defaulted. For purposes of the information
presented in this prospectus supplement with respect to the Lowe's Aliso Viejo
AB Mortgage Loan, unless otherwise specified, the LTV Ratio and DSCR reflect
only the Lowe's Aliso Viejo AB Mortgage Loan and do not take into account the
Lowe's Aliso Viejo Subordinate Companion Loan.

     The trust, as the holder of the Lowe's Aliso Viejo AB Mortgage Loan, and
the holder of the Lowe's Aliso Viejo Subordinate Companion Loan will be parties
to a separate intercreditor agreement as supplemented by any supplemental
intercreditor agreement (the "Lowe's Aliso Viejo Intercreditor Agreement").
Under the terms of the Lowe's Aliso Viejo Intercreditor Agreement, the holder
of the Lowe's Aliso Viejo Subordinate Companion Loan has agreed to subordinate
its interest in certain respects to the Lowe's Aliso Viejo AB Mortgage Loan.
The Master Servicer and Special Servicer will undertake to perform the
obligations of the holder of the Lowe's Aliso Viejo AB Mortgage Loan under the
Lowe's Aliso Viejo Intercreditor Agreement.

     The Lowe's Aliso Viejo AB Mortgage Loan has a principal balance as of the
cut-off date of $42,125,000. The Lowe's Aliso Viejo Subordinate Companion Loan,
which is not included in the trust fund, had an original principal balance of
$3,850,000. In the event that certain defaults exist


                                      S-83


under the Lowe's Aliso Viejo AB Mortgage Loan or the Lowe's Aliso Viejo
Subordinate Companion Loan, the holder of the Lowe's Aliso Viejo Subordinate
Companion Loan will have the right, in certain circumstances, to make cure
payments and cure other defaults with respect to the Lowe's Aliso Viejo AB
Mortgage Loan and to purchase the Lowe's Aliso Viejo AB Mortgage Loan for a
price generally equal to the outstanding principal balance of the Lowe's Aliso
Viejo AB Mortgage Loan, together with accrued and unpaid interest on, and all
unpaid servicing expenses and advances relating to, the Lowe's Aliso Viejo AB
Mortgage Loan and other amounts payable to the holder of the Lowe's Aliso Viejo
AB Mortgage Loan under the mortgage loan documents (other than any applicable
prepayment premium or comparable yield maintenance amount payable on default)
and interest on those amounts at the prime rate as set forth in The Wall Street
Journal. In addition, in certain circumstances as set forth in the Lowe's Aliso
Viejo Intercreditor Agreement, the Master Servicer or Special Servicer, as
applicable, is required to take actions to prevent and cure any default by the
borrower/landlord under the lease and prevent a termination of such leases by
using commercially reasonable efforts to cause the related borrower to perform
the landlord's obligations under such lease. In addition, the holder of the
Lowe's Aliso Viejo Subordinate Companion Loan is given certain rights pursuant
to the Lowe's Aliso Viejo Intercreditor Agreement, which include, among other
items: (i) directing defaulted lease claims of the borrower against a
defaulting or bankrupt tenant prior to foreclosure to the extent the holder of
either the Lowe's Aliso Viejo AB Mortgage Loan or the Lowe's Aliso Viejo
Subordinate Companion Loan is entitled to do so under the mortgage loan
documents, (ii) in the event that the Master Servicer or the Special Servicer
fails to cure a lease termination condition within the time period provided,
taking action to prevent and cure any lessor lease default and any lease
termination condition, including making Servicing Advances, (iii) directing the
Master Servicer or the Special Servicer to enforce the rights of the holder of
the Lowe's Aliso Viejo Subordinate Companion Loan under the loan documents to
receive the proceeds of defaulted lease claims, (iv) requiring foreclosure of
the mortgage upon certain defaults under the loan documents, subject to the
right of the Master Servicer or the Special Servicer to cure any such default
and prevent such foreclosure, (v) approving (together with the Master Servicer
or the Special Servicer) any modifications to the Lowe's Aliso Viejo AB
Mortgage Loan that affect the rights of the Lowe's Aliso Viejo AB Mortgage Loan
borrower or the holder of the Lowe's Aliso Viejo Subordinate Companion Loan
under the credit lease or the assignment of the credit lease as collateral for
the Lowe's Aliso Viejo AB Mortgage Loan, (vi) consenting to certain foreclosure
actions, and (vii) restrictions on the modification of the loan documents and
the prohibition of the Master Servicer and the Special Servicer from waiving
rights under the related loan documents in a manner that would have a material
adverse effect on the holder of the Lowe's Aliso Viejo Subordinate Companion
Loan. LaSalle Bank National Association originated the Lowe's Aliso Viejo AB
Mortgage Loan and the Lowe's Aliso Viejo Subordinate Companion Loan and sold
the Lowe's Aliso Viejo Subordinate Companion Loan to Caplease, LP, which is the
holder of the Lowe's Aliso Viejo Subordinate Companion Loan and may elect to
sell the Lowe's Aliso Viejo Subordinate Companion Loan subject to the terms of
the Lowe's Aliso Viejo Intercreditor Agreement.

     Proceeds of Defaulted Lease Claim. All proceeds resulting from a claim for
accelerated future rent under the related credit tenant lease following a
default, after taking account of any reduction resulting from a mitigation of
damages after re-leasing of the related mortgaged property or any limitation
arising under Section 502(b)(6) of the Bankruptcy Code, shall be paid, first,
to the holder of the Lowe's Aliso Viejo Subordinate Companion Loan in an amount
equal to the amount necessary to reimburse such party for any property advance
or cure payment made by such party, second, to the holder of the Lowe's Aliso
Viejo Subordinate Companion Loan in an amount equal to the accrued and unpaid
interest on such loan at the non-default interest rate on such loan, third, to
the holder of the Lowe's Aliso Viejo Subordinate Companion Loan in an amount
equal to scheduled principal payments, or upon acceleration of the Lowe's Aliso
Viejo Subordinate Companion Loan, the principal balance of the Lowe's Aliso
Viejo Subordinate Companion Loan until paid in full, fourth, to the holder of
the Lowe's Aliso Viejo Subordinate Companion Loan in an amount equal to any
prepayment premium attributable to such loan to


                                      S-84


the extent actually paid, fifth, to the holder of the Lowe's Aliso Viejo
Subordinate Companion Loan in an amount equal to any default interest
attributable to such loan, sixth, to the trust fund any excess amount to be
applied in the order or priority of payments on the Lowe's Aliso Viejo AB
Mortgage Loan other than with respect to defaulted lease claims, and seventh,
any remaining amount to the Lowe's Aliso Viejo AB Mortgage Loan borrower to the
extent required under the related Lowe's Aliso Viejo AB Mortgage Loan documents
and all other amounts to the Lowe's Aliso Viejo AB Mortgage Loan and the Lowe's
Aliso Viejo Subordinate Companion Loan, pro rata, based on the initial original
principal balance.

TOP TEN MORTGAGE LOANS OR GROUPS OF CROSS-COLLATERALIZED MORTGAGE LOANS

     The following table shows certain information regarding the ten largest
mortgage loans or groups of cross-collateralized mortgage loans by Cut-off Date
Balance:

<TABLE>

                                      LOAN   CUT-OFF DATE   % OF INITIAL     LOAN        UW      CUT-OFF    PROPERTY
             LOAN NAME               GROUP      BALANCE     POOL BALANCE   PER UNIT   DSCR(1)   LTV RATIO     TYPE
- -----------------------------------  -----   ------------   ------------   --------   -------   ---------   --------

Shoppes at Buckland Hills .........    1     $174,810,583        8.4%         $369     1.34x      71.4%      Retail
Universal Hotel Portfolio .........    1      100,000,000        4.8      $166,667     3.61x      52.8%      Hotel
Four Seasons Boston ...............    1       80,000,000        3.9      $293,040     1.89x      48.6%      Hotel
Sikes Senter ......................    1       64,858,541        3.1           $97     1.29x      77.2%      Retail
RREEF - Pacific Center ............    1       63,000,000        3.0          $164     1.94x      58.9%      Office
New Center One Building ...........    1       45,000,000        2.2           $89     1.22x      75.0%      Office
Encino Financial Center ...........    1       44,000,000        2.1          $194     1.23x      80.0%      Office
Lowe's Aliso Viejo ................    1       42,125,000        2.0          $202     1.21x      79.5%      Retail
LXP - Nissan ......................    1       40,920,690        2.0          $152     1.48x      69.4%      Office
915 Broadway ......................    1       37,500,000        1.8          $175     1.56x      66.4%      Office
                                             ------------       ----                   ----       ----
Total/Weighted Average ............          $692,214,814       33.3%                  1.78x      66.4%
                                             ============
</TABLE>

- ----------
(1)   The UW DSCR for all partial interest-only loans were calculated based on
      the first principal and interest payment made into the trust during the
      term of the loan.

(2)   Calculated based upon the aggregate principal balance of the Universal
      Hotel Portfolio Loan, the Universal Hotel Portfolio Pari Passu Companion
      Notes, and the Universal Hotel Portfolio B Note as of the cut off date.
      For more information regarding the top ten mortgage loans and/or loan
      concentrations and related Mortgaged Properties, see Annex A-3 to this
      prospectus supplement.

ARD LOANS

     Two (2) mortgage loans (the "ARD Loans"), representing approximately 2.8%
of the Initial Pool Balance (representing approximately 3.3% of the Initial
Loan Group 1 Balance), provided that, if after a certain date (each, an
"Anticipated Repayment Date"), the borrower has not prepaid the respective ARD
Loan in full, any principal outstanding on that date will accrue interest at an
increased interest rate (which rate may continue to increase annually after the
Anticipated Repayment Date) (the "Revised Rate") rather than the stated
Mortgage Rate (the "Initial Rate"). The Anticipated Repayment Date for an ARD
Loan is generally 5 to 10 years after the origination of such ARD Loan. The
Revised Rate for each ARD Loan is generally equal to the Initial Rate plus at
least 2% or the then-current treasury rate corresponding to a term equal to the
remaining amortization period of such ARD Loan plus at least 2% per annum or in
the case of the Lowe's Aliso Viejo AB Mortgage Loan, the greater of the
original rate or the then current treasury rate plus 2.5%. After the
Anticipated Repayment Date, these ARD Loans further require that all cash flow
available from the related Mortgaged Property after payment of the Periodic
Payments required under the terms of the related mortgage loan documents and
all escrows and property expenses required under the related mortgage loan
documents be used to accelerate amortization of principal on the respective ARD
Loan. While interest at the Initial Rate continues to accrue and be payable on
a current basis on the ARD Loans after their Anticipated Repayment Dates, the
payment of interest at the excess of the Revised Rate over the Initial Rate for
the ARD Loans will be deferred and will be required to be paid, with interest
(to the extent permitted under applicable law and the related mortgage loan
documents), only after the outstanding


                                      S-85


principal balance of the respective ARD Loan has been paid in full, at which
time the deferred interest will be paid to the holders of the Class S
Certificates.

     Additionally, generally, an account was established at the origination of
each ARD Loan into which the related borrower, property manager and/or tenants
is required to deposit rents or other revenues from the related Mortgaged
Property. In certain instances, the lockbox structure does not come into effect
(i.e., spring) until immediately prior to, or on, the respective Anticipated
Repayment Date. See "--Lockbox Accounts" below. The foregoing features, to the
extent applicable, are designed to increase the likelihood that the ARD Loans
will be prepaid by the respective borrowers on or about their Anticipated
Repayment Dates. However, we cannot assure you that the ARD Loans will be
prepaid on their respective Anticipated Repayment Dates.

CERTAIN TERMS AND CONDITIONS OF THE MORTGAGE LOANS

     Mortgage Loans. The mortgage loans have due dates that occur on the day of
each month as set forth in the following table:


                             OVERVIEW OF DUE DATES
<TABLE>

                                  AGGREGATE                        % OF        % OF
                                  PRINCIPAL            % OF      INITIAL      INITIAL
                   NUMBER OF      BALANCE OF         INITIAL       LOAN        LOAN
                    MORTGAGE       MORTGAGE            POOL      GROUP 1      GROUP 2
    DUE DATE         LOANS          LOANS            BALANCE     BALANCE      BALANCE
- ---------------    ---------    --------------       -------     -------      -------

1st ...........       159       $1,489,015,066         71.7%       78.5%        36.4%
5th ...........         2           31,050,000          1.5         1.8          0.0
6th ...........         4           39,813,814          1.9         0.0         11.9
11th ..........        75          516,844,196         24.9        19.7         51.7
                      ---       --------------        -----       -----        -----
Total .........       240       $2,076,723,076        100.0%      100.0%       100.0%
                      ===       ==============        =====       =====        =====
</TABLE>

   The mortgage loans have grace periods as set forth in the following table:


                           OVERVIEW OF GRACE PERIODS
<TABLE>

                                  AGGREGATE                       % OF        % OF
                                  PRINCIPAL           % OF      INITIAL      INITIAL
                   NUMBER OF      BALANCE OF        INITIAL       LOAN        LOAN
                    MORTGAGE       MORTGAGE           POOL      GROUP 1      GROUP 2
  GRACE PERIOD       LOANS          LOANS           BALANCE     BALANCE      BALANCE
- ---------------    ---------   --------------       -------     -------      -------

0 .............        80      $  598,783,010         28.8%       22.2%        63.6%
3 .............         1         174,810,583          8.4        10.0          0.0
5 .............       100         859,615,851         41.4        45.7         19.2
7 .............        47         266,543,945         12.8        12.4         15.2
10 ............        12         176,969,687          8.5         9.8          2.0
                      ---      --------------        -----       -----        -----
Total .........       240      $2,076,723,076        100.0%      100.0%       100.0%
                      ===      ==============        =====       =====        =====
</TABLE>

     In some cases, there are exceptions to the strict operation of the grace
period (or lack thereof), allowing a notice and cure right, for example, prior
to acceleration of the mortgage loan or in the event that the failure to make
timely principal and interest payments is relatively infrequent.

     The mortgage loans accrue interest on the basis of the actual number of
days in a month, assuming a 360-day year ("Actual/360 Basis") or accrue
interest on the basis of twelve 30-day months, assuming a 360-day year ("30/360
Basis"), as set forth in the following table:


                                      S-86


                             INTEREST ACCRUAL BASIS

<TABLE>

                                          AGGREGATE                        % OF         % OF
                                          PRINCIPAL            % OF      INITIAL      INITIAL
                            NUMBER OF     BALANCE OF         INITIAL       LOAN         LOAN
                             MORTGAGE      MORTGAGE            POOL      GROUP 1      GROUP 2
 INTEREST ACCRUAL BASIS       LOANS         LOANS            BALANCE     BALANCE      BALANCE
- ------------------------    ---------   --------------       -------     -------      -------

Actual/360 .............       231      $1,977,018,029         95.2%       94.3%       100.0%
30/360 .................         9          99,705,047          4.8         5.7          0.0
                               ---      --------------        -----       -----        -----
Total ..................       240      $2,076,723,076        100.0%      100.0%       100.0%
                               ===      ==============        =====       =====        =====
</TABLE>

   The mortgage loans have the amortization characteristics set forth in the
following table:

                               AMORTIZATION TYPES
<TABLE>

                                                      AGGREGATE                        % OF        % OF
                                                      PRINCIPAL            % OF      INITIAL      INITIAL
                                       NUMBER OF      BALANCE OF         INITIAL       LOAN        LOAN
                                        MORTGAGE       MORTGAGE            POOL      GROUP 1      GROUP 2
        TYPE OF AMORTIZATION             LOANS          LOANS            BALANCE     BALANCE      BALANCE
- -----------------------------------    ---------    --------------       -------     -------      -------

Balloon Loans .....................       143       $  818,974,088         39.4%       36.6%        54.4%
Partial Interest-Only (1) .........        71          816,727,687         39.3        40.1         35.2
Interest Only .....................        24          438,350,047         21.1        23.2         10.3
Fully Amortizing Loans ............         2            2,671,254          0.1         0.2          0.0
                                          ---       --------------        -----       -----        -----
Total .............................       240       $2,076,723,076        100.0%      100.0%       100.0%
                                          ===       ==============        =====       =====        =====
</TABLE>

- ----------
(1)   Includes 2 partial interest-only ARD loans representing approximately
2.8% of the Initial Pool Balance.

     Prepayment Provisions. Each mortgage loan prohibits any prepayments or
Defeasance for a specified period of time after its date of origination (a
"Lockout Period"). In addition, each mortgage loan restricts voluntary
prepayments or Defeasance in one of the following ways, subject in each case to
any described open periods:

                       OVERVIEW OF PREPAYMENT PROTECTION
<TABLE>

                                                                              % OF        % OF
                                               AGGREGATE          % OF      INITIAL      INITIAL
                               NUMBER OF       PRINCIPAL        INITIAL       LOAN        LOAN
                                MORTGAGE      BALANCE OF          POOL      GROUP 1      GROUP 2
   PREPAYMENT PROTECTION         LOANS      MORTGAGE LOANS      BALANCE     BALANCE      BALANCE
- ---------------------------    ---------    --------------      -------     -------      -------

Defeasance ................       217       $1,871,674,458        90.1%       89.2%        94.7%
Yield Maintenance .........        23          205,048,618         9.9        10.8          5.3
                                  ---       --------------       -----       -----        -----
Total .....................       240       $2,076,723,076       100.0%      100.0%       100.0%
                                  ===       ==============       =====       =====        =====
</TABLE>

     With respect to 22 mortgage loans, representing approximately 9.6% of the
Initial Pool Balance (17 mortgage loans in Loan Group 1, representing
approximately 10.4% of the Initial Loan Group 1 Balance and 5 mortgage loans in
Loan Group 2, representing approximately 5.3% of the Initial Loan Group 2
Balance), "Yield Maintenance Charge" will generally, subject to variations, be
equal to the greater of (in certain cases, the lesser of), (i) a specified
percentage of the amount being prepaid or (ii) the present value as of the
prepayment date, of the remaining scheduled payments of principal and interest
from the prepayment date through the maturity date or applicable Anticipated
Repayment Date (including any balloon payment) determined by discounting such
payments at the Discount Rate (or as stated in the related loan documents),
less the amount of principal being prepaid. The term"Discount Rate" generally
means the yield on a U.S. Treasury security (in the case of certain mortgage
loans, plus a specified percentage) that has the most closely corresponding
maturity date to the maturity date, Anticipated Repayment Date or remaining
weighted average life, as applicable, of the mortgage loan, in some cases
converted to a monthly equivalent yield.


                                      S-87


     With respect to 1 mortgage loan, representing approximately 0.3% of the
Initial Pool Balance (1 mortgage loan, representing approximately 0.4% of the
Initial Loan Group 1 Balance), "Yield Maintenance Charge" will generally,
subject to variations, be equal to the greater of (i) a specified percentage of
the amount being prepaid or (ii) the present value as of the prepayment date,
of a series of "Monthly Amounts" assumed to be paid at the end of each month
remaining from the prepayment date through the maturity date or the Anticipated
Repayment Date, as applicable, of such mortgage loan, discounted at the
"Treasury Rate". "Monthly Amount" will generally mean the note rate of such
mortgage loan less the Treasury Rate divided by 12 and the quotient thereof
then multiplied by the amount being prepaid. "Treasury Rate" generally means
the yield on a U.S. Treasury security that has the most closely corresponding
maturity date to the maturity date or Anticipated Repayment Date as applicable
of such mortgage loan.

     Yield Maintenance Charges and prepayment premiums are distributable as
described in this prospectus supplement under "Description of the
Certificates--Allocation of Yield Maintenance Charges and Prepayment Premiums."


     The mortgage loans generally permit voluntary prepayment without the
payment of a Yield Maintenance Charge or any prepayment premium during an "open
period" immediately prior to and including the stated maturity date or
Anticipated Repayment Date set forth in the following table:

                            PREPAYMENT OPEN PERIODS
<TABLE>

                                           AGGREGATE                        % OF        % OF
                                           PRINCIPAL            % OF      INITIAL      INITIAL
                            NUMBER OF      BALANCE OF         INITIAL       LOAN        LOAN
                             MORTGAGE       MORTGAGE            POOL      GROUP 1      GROUP 2
 OPEN PERIOD (PAYMENTS)       LOANS          LOANS            BALANCE     BALANCE      BALANCE
- ------------------------    ---------    --------------       -------     -------      -------

1 ......................         3       $   89,408,673          4.3%        4.6%         2.8%
2 ......................         6           23,475,000          1.1         1.0          2.1
3 ......................       114          662,369,507         31.9        31.0         36.7
4 ......................        79          850,629,400         41.0        45.0         19.8
6 ......................         9          109,899,372          5.3         3.6         13.9
7 ......................         3          256,319,124         12.3        14.7          0.0
12 .....................        25           82,672,000          4.0         0.0         24.7
13 .....................         1            1,950,000          0.1         0.1          0.0
                               ---       --------------        -----       -----        -----
Total ..................       240       $2,076,723,076        100.0%      100.0%       100.0%
                               ===       ==============        =====       =====        =====
</TABLE>

     Unless a mortgage loan is relatively near its stated maturity date (or
Anticipated Repayment Date) or unless the sale price or the amount of the
refinancing of the related Mortgaged Property is considerably higher than the
current outstanding principal balance of the mortgage loan (due to an increase
in the value of the Mortgaged Property or otherwise) and depending on the
interest rate environment at the time of prepayment, the Yield Maintenance
Charge or prepayment premium may offset entirely or render insignificant any
economic benefit to be received by a related borrower upon a refinancing or
sale of its Mortgaged Property. The Yield Maintenance Charge or prepayment
premium provision of a mortgage loan creates an economic disincentive for the
borrower to prepay its mortgage loan voluntarily and, accordingly, the related
borrower may elect not to prepay its mortgage loan. However, we cannot assure
you that the imposition of a Yield Maintenance Charge or prepayment premium
will provide a sufficient disincentive to prevent a voluntary principal
prepayment or sufficient compensation to Certificateholders affected by a
prepayment.

     Certain state laws limit the amounts that a lender may collect from a
borrower as an additional charge in connection with the prepayment of a
mortgage loan. Certain mortgage loans require the payment of Yield Maintenance
Charges or prepayment premiums in connection with a prepayment of the related
mortgage loan with Insurance and Condemnation Proceeds as a result of a
casualty or condemnation. Certain other of the mortgage loans do not require
the


                                      S-88


payment of Yield Maintenance Charges or prepayment premiums in connection with
a prepayment of the related mortgage loan with Insurance and/or Condemnation
Proceeds as a result of a casualty or condemnation, provided that no event of
default exists. In addition, certain of the mortgage loans permit the related
borrower, after a partial casualty or partial condemnation, to prepay the
remaining principal balance of the mortgage loan (after application of the
related Insurance and Condemnation Proceeds to pay the principal balance of the
mortgage loan), which may in certain cases not be accompanied by any prepayment
consideration, provided that the prepayment of the remaining balance is made
within a specified period of time following the date of the application of
Insurance and Condemnation Proceeds. In addition, with respect to 8 mortgage
loans, the LXP mortgage loans, representing approximately 6.1% of the Initial
Pool Balance (representing approximately 7.3% of the Initial Loan Group 1
Balance), upon the occurrence of a casualty or condemnation with respect to the
Mortgaged Property, the single tenant may apply the proceeds to restore the
property or notify the landlord of its intention to terminate the lease. In the
event the single tenant elects to terminate the lease, it is required to offer
to purchase the property at a price determined in accordance with the lease
documents. Furthermore, the enforceability, under the laws of a number of
states, of provisions providing for payments comparable to Yield Maintenance
Charges or prepayment premiums upon an involuntary prepayment is unclear. We
cannot assure you that, at the time a Yield Maintenance Charge or prepayment
premium is required to be made on a mortgage loan in connection with an
involuntary prepayment, the obligation to pay a Yield Maintenance Charge or
prepayment premium will be enforceable under applicable state law. See "Certain
Legal Aspects of Mortgage Loans--Default Interest and Limitations on
Prepayments" in the prospectus.

     Defeasance; Collateral Substitution; Property Releases. The terms of 217
of the mortgage loans, representing approximately 90.1% of the Initial Pool
Balance (152 mortgage loans in Loan Group 1, representing approximately 89.2%
of the Initial Loan Group 1 Balance and 65 mortgage loans in Loan Group 2,
representing approximately 94.7% of the Initial Loan Group 2 Balance), permit
the applicable borrower on any due date after a specified period (the
"Defeasance Lockout Period"), provided no event of default exists, to obtain a
release of all or a portion of a Mortgaged Property from the lien of the
related Mortgage in exchange for a grant of a security interest in certain
government securities (a "Defeasance"). The Defeasance Lockout Period is at
least two years from the Closing Date. The release is subject to certain
conditions, including, among other conditions, that the borrower:

          (a) pays or delivers to the Master Servicer on any due date (the
     "Release Date") (1) all interest accrued and unpaid on the principal
     balance of the Mortgage Note to and including the Release Date, (2) all
     other sums due under the mortgage loan and all other loan documents
     executed in connection with the related mortgage loan, (3) funds to
     purchase direct non-callable obligations of the United States of America
     or, in certain cases, other U.S. government obligations providing payments
     (x) on or prior to all successive scheduled payment dates from the Release
     Date to the related maturity date (or, in some cases, the first day of the
     open period) including the balloon payment (or the Anticipated Repayment
     Date (or, in some cases, the first day of the open period), including all
     amounts due and outstanding on the ARD Loan), assuming, in the case of each
     ARD Loan, a balloon payment that would be due assuming that the mortgage
     loan is prepaid on the related Anticipated Repayment Date and (y) in
     amounts at least equal to the scheduled payments due on those dates under
     the mortgage loan or the related defeased amount of the mortgage loan in
     the case of a partial defeasance (including any balloon payment), and (4)
     any costs and expenses incurred in connection with the purchase of the U.S.
     government obligations; and

          (b) delivers a security agreement granting the trust fund a first
     priority lien on the U.S. government obligations purchased as substitute
     collateral and an opinion of counsel relating to the enforceability of such
     security interest.

     The mortgage loans secured by more than one Mortgaged Property that permit
release of one or more of the Mortgaged Properties without releasing all such
Mortgaged Properties by


                                      S-89


means of partial Defeasance generally require that either (or, in some cases,
both) (1) prior to the release of a related Mortgaged Property, a specified
percentage (generally between 110% and 125%) of the allocated loan amount for
the Mortgaged Property be defeased and/or (2) certain debt service coverage
ratio and/or LTV Ratio tests (if applicable) be satisfied with respect to the
remaining Mortgaged Properties after the partial Defeasance.

     The related borrower or, if the borrower is not required to do so under
the mortgage loan documents, the Master Servicer, will be responsible for
purchasing the U.S. government obligations on behalf of the borrower at the
borrower's expense. Simultaneously with these 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 by the related
borrower (or, if the borrower is not required or permitted to do so under the
mortgage loan documents, established or designated by the Master Servicer) 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
defeased obligations under the mortgage loan. In other cases, the existing
borrower will remain liable for all of the defeased obligations, subject to the
mortgage loan documents, after releasing the Mortgaged Property.

     Although the collateral substitution provisions related to Defeasance are
not intended to be, and do not have the same effect on the Certificateholders
as, a prepayment of the related mortgage loan, a court could interpret these
provisions as being equivalent to an unenforceable Yield Maintenance Charge or
prepayment premium. We make no representation as to the enforceability of the
defeasance provisions of any mortgage loan.

     Certain of the mortgage loans permit a partial release of an unimproved
portion (which may have landscaping, parking or other non-income generating
improvements) of the related Mortgaged Property or an improved portion of the
related Mortgaged Property that was given no value for underwriting purposes
for no consideration upon the satisfaction of certain requirements other than
pursuant to Defeasance.

     In the case of one mortgage loan (identified as Loan No. 5 on Annex A-1 to
this prospectus supplement), representing approximately 3.0% of the Initial
Pool Balance (representing approximately 3.6% of the Initial Loan Group1
Balance), the related mortgage loan documents permit the borrower to release
one or more of the properties from the lien of the mortgage and substitute
another Mortgaged Property upon the satisfaction of certain conditions,
including, without limitation, (i) the debt service coverage ratio for the
mortgage loan (after giving effect to the substitution) would be not less than
the debt service coverage ratio for the mortgage loan both as of the date of
origination and immediately prior to the substitution, (ii) the net operating
income for the replacement property does not show a downward trend over the
three years immediately prior to the date of substitution and (iii) delivery of
confirmation from each Rating Agency then rating the Certificates that the
release will not result in a downgrade, withdrawal or qualification of the then
current ratings assigned to any Class of Certificates.

     In addition, certain of the mortgage loans, including those mortgage loans
referred to as a crossed loan groups identified as crossed group A, B and C on
Annex A-1 to this prospectus supplement, permit the release of one or more
portions of the Mortgaged Property without releasing all such Mortgaged
Property by means of partial release that generally requires the satisfaction
of certain conditions, including (1) the payment of a specified percentage
(generally between 110% and 125%) of the allocated loan amount or value of such
portions to be released and/or, (2) the remaining properties meet certain debt
service coverage ratio and/or LTV Ratio tests (if applicable) are satisfied
with respect to the remaining portions of the Mortgaged Properties after the
partial release and/or (3) with respect to those mortgage loans identified as
crossed group A, B and C on Annex A-1 to this prospectus supplement, the
release of one or more


                                      S-90


portions of the Mortgaged Property is permitted pursuant to an "arms length
transaction"; provided no event of default has occurred and is continuing.

     "Due-on-Sale" and "Due-on-Encumbrance" Provisions. The mortgage loans
contain "due-on-sale" and "due-on-encumbrance" provisions that in each case,
with 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 without the consent of
the holder of the Mortgage; provided, however, under the terms of many of the
mortgage loans, this consent may not be unreasonably withheld, and in some
cases must be granted if certain conditions are met. Many of the mortgage loans
permit transfers by the related borrower of the Mortgaged Property to
purchasers who would then assume the related mortgage loan subject to the
reasonable acceptability of the transferee to the mortgagee and the
satisfaction of certain conditions provided in the related loan documents.
Certain of the mortgage loans permit or, within a specified time period,
require the tenants-in-common borrowers to transfer ownership to other
tenants-in-common or into a single-purpose entity. Certain of the Mortgaged
Properties have been, or may become, subject to additional financing. See
"--Additional Debt" above and "Risk Factors--Multifamily Properties Have
Special Risks" in this prospectus supplement.

     The Master Servicer with respect to non-Specially Serviced Mortgage Loans
and the Special Servicer with respect to Specially Serviced Mortgage Loans,
will be required (a) to exercise any right it may have with respect to a
mortgage loan containing a "due-on-sale" clause (1) to accelerate the payments
on that mortgage loan, or (2) to withhold its consent to any sale or transfer,
consistent with the Servicing Standards or (b) to waive its right to exercise
such rights; provided, however, that, with respect to such waiver of rights,
(i) with respect to all non-Specially Serviced Mortgage Loans, the Master
Servicer has obtained the prior written consent (or deemed consent) of the
Special Servicer, (ii) with respect to all Specially Serviced Mortgage Loans,
and all non-Specially Serviced Mortgage Loans having a Stated Principal Balance
greater than or equal to $2,500,000, the Special Servicer has obtained the
prior written consent (or deemed consent) of the Directing Certificateholder
and (iii) with respect to any mortgage loan (x) with a Stated Principal Balance
greater than or equal to $20,000,000, (y) with a Stated Principal Balance
greater than or equal to 5% of the aggregate Stated Principal Balance of the
mortgage loans then outstanding or (z) that is one of the ten largest mortgage
loans (by Stated Principal Balance) outstanding, confirmation from each Rating
Agency is obtained that such waiver or consent would not result in the
downgrade, withdrawal or qualification of the then-current ratings on any class
of outstanding Certificates.

     With respect to a mortgage loan with a "due-on-encumbrance" clause, the
Master Servicer, with respect to non-Specially Serviced Mortgage Loans and the
Special Servicer, with respect to Specially Serviced Mortgage Loans, will be
required (a) to exercise any right it may have with respect to a mortgage loan
containing a "due-on-encumbrance" clause (1) to accelerate the payments
thereon, or (2) to withhold its consent to the creation of any additional lien
or other encumbrance, consistent with the Servicing Standards or (b) to waive
its right to exercise such rights, provided that, with respect to such waiver
of rights, (i) if the mortgage loan is a non-Specially Serviced Mortgage Loan,
the Master Servicer has made a recommendation and obtained the consent (or
deemed consent) of the Special Servicer and (ii) the Master Servicer or Special
Servicer, as the case may be, has obtained from each Rating Agency a
confirmation that such waiver would not result in the downgrade, withdrawal or
qualification of the then-current ratings on any Class of outstanding
Certificates if such mortgage loan (1) has an outstanding principal balance
(together with any cross-collateralized mortgage loan) that is greater than or
equal to 2% of the aggregate Stated Principal Balance of the mortgage loans or
(2) has an LTV Ratio greater than 85% (including any proposed debt) or (3) has
a DSCR less than 1.20x (in each case, determined based upon the aggregate of
the Stated Principal Balance of the mortgage loan and the principal amount of
the proposed additional loan) or (4) is one of the ten largest mortgage loans
(by Stated Principal Balance) or (5) has a principal balance over $20,000,000.
Any confirmation required will be at the related borrower's expense, to the
extent permitted by the


                                      S-91


related mortgage loan documents; provided that, to the extent the mortgage loan
documents are silent as to who bears the costs of any such confirmation, the
Master Servicer or Special Servicer is required to use reasonable efforts to
have the related borrower bear such costs and expenses.

     Notwithstanding the foregoing, the existence of any additional
indebtedness may increase the difficulty of refinancing the related mortgage
loan at its maturity date or Anticipated Repayment Date, as applicable, and
increase 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 "Certain Legal Aspects of Mortgage
Loans--Due-on-Sale and Due-on-Encumbrance" and "--Subordinate Financing" in the
prospectus.

     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
(a) the outstanding principal balance of the related mortgage loan and (b) 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 or have been issued in an amount sufficient 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 originator. Certain mortgage loans permit a borrower to satisfy its
insurance coverage requirement by permitting its tenant to self-insure.

     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. In general, the mortgage loans (including those secured by
Mortgaged Properties located in California) do not require earthquake
insurance. The Mortgaged Properties securing 59 mortgage loans representing
approximately 22.9% of the Initial Pool Balance (approximately 20.2% of the
Initial Loan Group 1 Balance and approximately 36.9% of the Initial Loan 2
Balance), are located in areas that are considered a high earthquake risk
(seismic zones 3 or 4). These areas include all or parts of the States of
Alaska, California, Oregon and Washington. Except with respect to two mortgage
loans (identified as Loans No. 187 and 216 on Annex A-1 to this prospectus
supplement), representing approximately 0.2% of the Initial Pool Balance
(approximately 0.1% of the Initial Loan Group 1 Balance and approximately 0.7%
of the Initial Loan Group 2 Balance), no Mortgaged Property has a probable
maximum loss ("PML") in excess of 20%. In the case of 1 of the mortgage loans
referenced in the preceding sentence (identified as Loan No. 187 on Annex A-1
to this prospectus supplement), representing approximately 0.1% of the
aggregate principal balance of the pool of mortgage loans as of the cut-off
date (approximately 0.7% of the aggregate principal balance of the mortgage
loans in loan group 2 as of the cut-off date), earthquake insurance was
obtained.

     Generally, such environmental insurance policy obtained in lieu of a Phase
I environmental site assessment is a blanket policy covering the mortgage loan
seller's mortgage loans for which such assessments were not obtained which
insures the trust fund against losses, with a per incident limit set at 125% of
the outstanding balance of the mortgage loan and an aggregate limit equal to a
percentage of the aggregate outstanding principal balance of the mortgage loans
covered by the policy, resulting from certain known and unknown environmental
conditions in violation of applicable environmental standards at the related
Mortgaged Property during the applicable policy period, which continues for a
period at least equal to the lesser of


                                      S-92


(a) five years beyond the maturity date of the related mortgage loan and (b)
twenty years beyond the date of origination of the related mortgage loan,
provided no foreclosure has occurred. Subject to certain conditions and
exclusions, such insurance policies, by their terms, generally provide coverage
against (i) losses resulting from default under the applicable mortgage loan,
up to the amount of the then outstanding loan balance and certain unpaid
interest, if on-site environmental conditions in violation of applicable
environmental standards are discovered at the related Mortgaged Property during
the policy period and no foreclosure of the Mortgaged Property has taken place
(ii) losses from third-party claims against the lender during the policy period
for bodily injury, property damage or clean-up costs resulting from
environmental conditions at or emanating from the Mortgaged Property; and (iii)
after foreclosure, costs of clean-up of environmental conditions in violation
of applicable environmental standards discovered during the policy period to
the extent required by applicable law, including any court order or other
governmental directive.

     See "Risk Factors--Property Insurance May Not Be Sufficient" in this
prospectus supplement for information regarding insurance coverage for acts of
terrorism.

ADDITIONAL MORTGAGE LOAN INFORMATION

     The tables presented in Annex A-2 set forth certain anticipated
characteristics of the mortgage loans and the Mortgaged Properties. The sum in
any column may not equal the indicated total due to rounding. The descriptions
in this prospectus supplement of the mortgage loans and the Mortgaged
Properties are based upon the pool of mortgage loans as it is expected to be
constituted as of the close of business on the Closing Date, assuming that (1)
all scheduled principal and/or interest payments due on or before the Cut-off
Date will be made and (2) there will be no principal prepayments on or before
the Cut-off Date.

     Prior to the issuance of the Certificates, one or more mortgage loans
(including mortgage loans specifically described in this prospectus supplement)
may be removed from the pool of mortgage loans as a result of prepayments,
delinquencies, incomplete documentation or for any other reason, if the
Depositor or a Mortgage Loan Seller deems the removal necessary, appropriate or
desirable. A limited number of other mortgage loans may be included in the pool
of mortgage loans prior to the issuance of the Certificates, unless including
those mortgage loans would materially alter the characteristics of the pool of
mortgage loans as described in this prospectus supplement. The Depositor
believes that the information set forth in this prospectus supplement will be
representative of the characteristics of the pool of mortgage loans as it will
be constituted at the time the Certificates are issued, although the range of
Mortgage Rates and maturities as well as other characteristics of the mortgage
loans described in this prospectus supplement may vary.

     With respect to mortgage loans secured by more than one Mortgaged
Property, the information presented in this prospectus supplement with respect
to UW DSCR and LTV Ratios, as applicable, is the UW DSCR or LTV Ratio of the
mortgage loan in the aggregate.

     For purposes of the statistical information in this prospectus supplement,
unless otherwise noted, all numbers and statistical information do not include
any subordinate companion notes. The loan amount used in this prospectus
supplement for purposes of calculating its loan to value ratios and debt
service coverage ratios is the aggregate principal balance of the Universal
Hotel Portfolio Loan and the Universal Hotel Portfolio Pari Passu Companion
Notes. The principal balance of the Universal Hotel Portfolio B Note is
included in the calculation of loan to value ratios and debt service coverage
ratios only where specifically indicated.

     Unless otherwise noted, all numerical and statistical information
presented herein, including Cut-off Date Balances, LTV Ratios and UW DSCRs with
respect to the Lowe's Aliso Viejo AB Mortgage Loan is calculated without regard
to the Lowe's Aliso Viejo Subordinate Companion Loan.

     A Current Report on Form 8-K (the "Form 8-K") will be available to
purchasers of the Offered Certificates shortly after the Closing Date and will
be filed, together with the Pooling and


                                      S-93


Servicing Agreement, with the Securities and Exchange Commission. If mortgage
loans are removed from or added to the pool of mortgage loans as set forth
above, the removal or addition will be noted in the Form 8-K.

     For a detailed presentation of certain characteristics of the mortgage
loans and the Mortgaged Properties on an individual basis, see Annex A-1.

     The "Underwritten Cash Flow Debt Service Coverage Ratio" or "UW DSCR" for
any mortgage loan for any period, as presented in this prospectus supplement,
including the tables presented on Annex A-1 and Annex A-2 attached to this
prospectus supplement, is the ratio of Underwritten Cash Flow calculated for
the related Mortgaged Property to the amount of total annual debt service on
such mortgage loan. The Underwritten Cash Flow Debt Service Coverage Ratio for
all partial interest-only loans were calculated based on the first principal
and interest payment made into the trust fund during the term of the loan. With
respect to any mortgage loan that is part of a cross-collateralized group of
mortgage loans, the Underwritten Cash Flow Debt Service Coverage Ratio is the
ratio of the Underwritten Cash Flow calculated for the Mortgaged Properties
related to the cross-collateralized group to the total annual debt service for
all of the mortgage loans in such cross-collateralized group. "Underwritten
Cash Flow" or "UW NCF" means the Underwritten NOI for the related Mortgaged
Property decreased by an amount that the related Mortgage Loan Seller has
determined to be an appropriate allowance for average annual tenant
improvements and leasing commissions and/or replacement reserves for capital
items based upon its underwriting guidelines.

     "Underwritten NOI" or "UW NOI" means the Net Operating Income for the
related Mortgaged Property as determined by the related Mortgage Loan Seller in
accordance with its underwriting guidelines for similar properties. Revenue
from a Mortgaged Property ("Effective Gross Income") is generally calculated as
follows: rental revenue is calculated using actual rental rates, in some cases
adjusted downward to market rates with vacancy rates equal to the higher of the
related Mortgaged Property's historical rate, the market rate or an assumed
vacancy rate; other revenue, such as parking fees, laundry fees and other
income items are included only if supported by a trend and/or are likely to be
recurring. Operating expenses generally reflect the related Mortgaged
Property's historical expenses, adjusted to account for inflation, significant
occupancy increases and a market rate management fee. Generally, "Net Operating
Income" or "NOI," for a Mortgaged Property equals the operating revenues
(consisting principally of rental and related revenue) for that Mortgaged
Property minus the operating expenses (such as utilities, repairs and
maintenance, general and administrative, management fees, marketing and
advertising, insurance and real estate tax expenses) for such Mortgaged
Property. NOI generally does not reflect debt service, tenant improvements,
leasing commissions, depreciation, amortization and similar non-operating
items.

     The amounts representing Net Operating Income, Underwritten NOI and
Underwritten Cash Flow are not a substitute for or an improvement upon net
income, as determined in accordance with generally accepted accounting
principles, as a measure of the results of the Mortgaged Property's operations
or a substitute for cash flows from operating activities, as determined in
accordance with generally accepted accounting principles, as a measure of
liquidity. No representation is made as to the future cash flow of the
Mortgaged Properties, nor are the Net Operating Income, Underwritten NOI and
Underwritten Cash Flow set forth in this prospectus supplement intended to
represent such future cash flow.

     The UW NCFs and UW NOIs used as a basis for calculating the UW DSCRs
presented in this prospectus supplement, including the tables presented on
Annex A-1 and Annex A-2 were derived principally from operating statements
obtained from the respective borrowers (the "Operating Statements"). With
respect to mortgage loans secured by newly constructed Mortgaged Properties,
the UW NCFs and UW NOIs used as a basis for calculating UW DSCRs are derived
principally from rent rolls, tenant leases and the appraisers' projected
expense levels. The Operating Statements and rent rolls were not audited and in
most cases were not prepared in accordance with generally accepted accounting
principles. To increase the level of consistency


                                      S-94


between the Operating Statements and rent rolls, in some instances, adjustments
were made to such Operating Statements. These adjustments were principally for
real estate tax and insurance expenses (e.g., adjusting for the payment of two
years of expenses in one year), and to eliminate obvious items not related to
the operation of the Mortgaged Property. However, such adjustments were
subjective in nature and may not have been made in a uniform manner. The UW NCF
for residential cooperative Mortgaged Properties is based on projected Net
Operating Income at the Mortgaged Property, as determined by the appraisal
obtained in connection with the origination of the related mortgage loan,
assuming that the Mortgaged Property was operated as a rental property with
rents set at prevailing market rates taking into account the presence of, if
any, existing rent-controlled or rent-stabilized occupants, if any, reduced by
underwritten capital expenditures, property operating expenses, a market-rate
vacancy assumption and projected reserves. In the case of 4 mortgage loans
(identified as Loan Nos. 20, 50, 56 and 124 on Annex A-1 to this prospectus
supplement), representing approximately 2.1% of the Initial Pool Balance
(representing approximately 2.5% of the Initial Loan Group 1 Balance), the DSCR
(and the underlying UW NOI and UW NCF) was calculated taking into account
various assumptions regarding the financial performance of the related
Mortgaged Property on an as-stabilized basis, that are consistent with the
respective performance related criteria required to obtain the release of a
cash escrow. See Annex A-1 for more information regarding the determination of
debt service coverage ratios with respect to these mortgage loans.

     The tables presented in Annex A-2 that are entitled "Cut-off Date LTV
Ratios" and "Maturity Date LTV Ratios" set forth the range of LTV Ratios of the
mortgage loans as of the Cut-off Date and the stated maturity dates or
Anticipated Repayment Dates of the mortgage loans. An "LTV Ratio" for any
mortgage loan, as of any date of determination, is a fraction, expressed as a
percentage, the numerator of which is the scheduled principal balance of the
mortgage loan as of that date (assuming no defaults or prepayments on the
mortgage loan prior to that date), and the denominator of which is the
appraised value of the related Mortgaged Property or Mortgaged Properties as
determined by an appraisal of the property obtained at or about the time of the
origination of the mortgage loan. In the case of 5 of the mortgage loans
(identified as Loan Nos. 6, 35, 39, 56 and 80 on Annex A-1 to this prospectus
supplement), representing approximately 4.1% of the Initial Pool Balance
(representing approximately 4.9% of the Initial Loan Group 1 Balance), the
stabilized appraised values were used as defined in the related appraisals.
However, in the event that a mortgage loan is part of a cross-collateralized
group of mortgage loans, the LTV Ratio is the fraction, expressed as a
percentage, the numerator of which is the scheduled principal balance of all
the mortgage loans in the cross-collateralized group and the denominator of
which is the aggregate of the appraised values of all the Mortgaged Properties
related to the cross-collateralized group. The LTV Ratio of a mortgage loan as
of its stated maturity date or Anticipated Repayment Date, as the case may be,
set forth in Annex A-2 was calculated based on the principal balance of the
related mortgage loan on the stated maturity date or Anticipated Repayment
Date, as the case may be, assuming all principal payments required to be made
on or prior to the mortgage loan's maturity date or Anticipated Repayment Date,
as the case may be (not including the balloon payment), are made. In addition,
because it is based on the value of a Mortgaged Property determined as of the
related origination date, the information set forth in this prospectus
supplement, in Annex A-1 and in Annex A-2 is not necessarily a reliable measure
of the related borrower's current equity in each Mortgaged Property. In a
declining real estate market, the appraised value of a Mortgaged Property could
have decreased from the appraised value determined at origination and the
current actual LTV Ratio of a mortgage loan may be higher than its LTV Ratio at
origination even after taking into account amortization since origination.

     The characteristics described above and in Annex A-2, along with certain
additional characteristics of the mortgage loans presented on a loan-by-loan
basis, are set forth in Annex A-1 to this prospectus supplement. Certain
additional information regarding the mortgage loans is set forth in this
prospectus supplement below under "--Underwriting Guidelines and


                                      S-95


Processes" and in the prospectus under "Description of the Trust
Funds--Mortgage Loans" and "Certain Legal Aspects of Mortgage Loans".

THE MORTGAGE LOAN SELLERS

     The Mortgage Loan Sellers are JPMorgan Chase Bank, N.A., LaSalle Bank
National Association and Nomura Credit & Capital, Inc. JPMorgan Chase Bank,
N.A. is the Swap Counterparty and an affiliate of both the Depositor and of
J.P. Morgan Securities Inc., one of the Underwriters. LaSalle Bank National
Association is also the Paying Agent, Authenticating Agent and Certificate
Registrar and an affiliate of ABN AMRO Incorporated, one of the Underwriters.
Nomura Credit & Capital, Inc. is an affiliate of Nomura Securities
International, Inc., one of the Underwriters.

JPMORGAN CHASE BANK, N.A.

     JPMorgan Chase Bank, National Association ("JPMCB") is a wholly-owned bank
subsidiary of JPMorgan Chase & Co., a Delaware corporation. JPMCB is a
commercial bank offering a wide range of banking services to its customers both
domestically and internationally. It is chartered, and its business is subject
to examination and regulation, by the Office of the Comptroller of the
Currency, a bureau of the United States Department of the Treasury. It is a
member of the Federal Reserve System and its deposits are insured by the
Federal Deposit Insurance Corporation.

     Effective July 1, 2004, Bank One Corporation merged with and into JPMorgan
Chase & Co., the surviving corporation in the merger, pursuant to the Agreement
and Plan of Merger dated as of January 14, 2004.

     Prior to November 13, 2004, JPMCB was in the legal form of a banking
corporation organized under the laws of the State of New York and was named
JPMorgan Chase Bank. On that date, it became a national banking association and
its name was changed to JPMorgan Chase Bank, National Association (the
"Conversion"). Immediately after the Conversion, Bank One, N.A. (Chicago) and
Bank One, N.A. (Columbus) merged into JPMCB.

     JPMCB is also the Swap Counterparty and an affiliate of J.P. Morgan Chase
Commercial Mortgage Securities Corp., which is the Depositor, and an affiliate
of J.P. Morgan Securities Inc., which is an Underwriter.

LASALLE BANK NATIONAL ASSOCIATION

     LaSalle Bank National Association ("LaSalle") is a national banking
association whose principal offices are located in Chicago, Illinois. LaSalle
offers a variety of banking services to customers including commercial and
retail banking, trust services and asset management. LaSalle's business is
subject to examination and regulation by federal banking authorities and its
primary federal bank regulatory authority is the office of the Comptroller of
the Currency. LaSalle is a subsidiary of LaSalle Bank Corporation, which is a
subsidiary of ABN AMRO North America Holding Company, which is a subsidiary of
ABN AMRO Bank N.V., a bank organized under the laws of The Netherlands. As of
January 31, 2005, LaSalle had total assets of approximately $62.8 billion.
LaSalle is also the Paying Agent, Authenticating Agent and Certificate
Registrar and an affiliate of ABN AMRO Incorporated, which is an Underwriter.

NOMURA CREDIT & CAPITAL, INC.

     Nomura Credit & Capital, Inc. ("NCCI") is a Delaware corporation whose
principal offices are located in New York, New York. NCCI is a subsidiary of
Nomura Holding America Inc., and an indirect subsidiary of Nomura Holdings,
Inc., one of the largest global investment banking and securities firms, with a
market capitalization of approximately $23 billion. NCCI is a HUD approved
mortgagee primarily engaged in the business of originating and acquiring
mortgage loans and other assets. NCCI is an affiliate of Nomura Securities
International, Inc., which is an Underwriter.


                                      S-96


     The information set forth in this prospectus supplement concerning the
Mortgage Loan Sellers and their underwriting standards has been provided by the
Mortgage Loan Sellers, and neither the Depositor nor the Underwriters make any
representation or warranty as to the accuracy or completeness of that
information.

UNDERWRITING GUIDELINES AND PROCESSES

     Each Mortgage Loan Seller has developed guidelines establishing certain
procedures with respect to underwriting the mortgage loans originated or
purchased by it. Each Mortgage Loan Seller has confirmed to the Depositor and
the Underwriters that its guidelines are generally consistent with those
described below. All of the mortgage loans were generally underwritten in
accordance with such guidelines. In some instances, one or more provisions of
the guidelines were waived or modified by a Mortgage Loan Seller at origination
where it was determined not to adversely affect the related mortgage loan in
any material respect.

     Property Analysis. The related Mortgage Loan Seller generally performs or
causes to be performed a site inspection to evaluate the location and quality
of the related Mortgaged Properties. Such inspection generally includes an
evaluation of functionality, design, attractiveness, visibility and
accessibility, as well as convenience to major thoroughfares, transportation
centers, employment sources, retail areas and educational or recreational
facilities. The related Mortgage Loan Seller assesses the submarket in which
the property is located to evaluate competitive or comparable properties as
well as market trends. In addition, the related Mortgage Loan Seller evaluates
the property's age, physical condition, operating history, lease and tenant
mix, and management.

     Cash Flow Analysis. The related Mortgage Loan Seller reviews, among other
things, historical operating statements, rent rolls, tenant leases and/or
budgeted income and expense statements provided by the borrower and makes
adjustments in order to determine a debt service coverage ratio, including
taking into account the benefits of any governmental assistance programs. See
"Description of the Mortgage Pool--Additional Mortgage Loan Information" in
this prospectus supplement.

     Appraisal and Loan-to-Value Ratio. For each Mortgaged Property, the
related Mortgage Loan Seller obtains a current full narrative appraisal
conforming at least to the requirements of the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989 ("FIRREA"). The appraisal is generally
based on the highest and best use of the Mortgaged Property and must include an
estimate of the then current market value of the property in its then current
condition although in certain cases, a Mortgage Loan Seller may also obtain a
value on a stabilized basis. The related Mortgage Loan Seller then determines
the loan-to-value ratio of the mortgage loan at the date of origination or, if
applicable, in connection with its acquisition, in each case based on the value
set forth in the appraisal.

     Evaluation of Borrower. The Mortgage Loan Seller evaluates the borrower
and its principals with respect to credit history and prior experience as an
owner and operator of commercial real estate properties. The evaluation will
generally include obtaining and reviewing a credit report or other reliable
indication of the borrower's financial capacity; obtaining and verifying credit
references and/or business and trade references; and obtaining and reviewing
certifications provided by the borrower as to prior real estate experience and
current contingent liabilities. Finally, although the mortgage loans generally
are non-recourse in nature, in the case of certain mortgage loans, the borrower
and certain principals of the borrower may be required to assume legal
responsibility for liabilities relating to fraud, misrepresentation,
misappropriation of funds and breach of environmental or hazardous waste
requirements. The related Mortgage Loan Seller evaluates the financial capacity
of the borrower and such principals to meet any obligations that may arise with
respect to such liabilities.

     Environmental Site Assessment. Prior to origination, the related Mortgage
Loan Seller either (i) obtains or updates an environmental site assessment
("ESA") for a Mortgaged Property prepared by a qualified environmental firm or
(ii) obtains an environmental insurance policy for a


                                      S-97


Mortgaged Property. If an ESA is obtained or updated, the related Mortgage Loan
Seller reviews the ESA to verify the absence of reported violations of
applicable laws and regulations relating to environmental protection and
hazardous waste. In cases in which the ESA identifies such violations, which
would require cleanup, remedial action or other response estimated to cost in
excess of 5% of the outstanding principal balance of the mortgage loan, the
related Mortgage Loan Seller either (i) determines that another party with
sufficient assets is responsible for taking remedial actions directed by an
applicable regulatory authority or (ii) requires the borrower to do one of the
following: (A) carry out satisfactory remediation activities prior to the
origination of the mortgage loan, (B) establish an operations and maintenance
plan, (C) place sufficient funds in escrow at the time of origination of the
mortgage loan to complete such remediation within a specified period of time,
(D) obtain an environmental insurance policy for the Mortgaged Property, (E)
provide an indemnity agreement or a guaranty with respect to such condition, or
(F) receive appropriate assurances that significant remediation activities are
not necessary or required.

     Certain of the mortgage loans may also have lender's or other
environmental policies. See
"--Certain Terms and Conditions of the Mortgage Loans--Hazard, Liability and
Other Insurance" above.

     Physical Assessment Report. Prior to origination, the related Mortgage
Loan Seller obtains a physical assessment report ("PAR") for each Mortgaged
Property prepared by a qualified structural engineering firm. The related
Mortgage Loan Seller reviews the PAR to verify that the property is reported to
be in satisfactory physical condition, and to determine the anticipated costs
of necessary repair, replacement and major maintenance or capital expenditure
needs over the term of the mortgage loan. In cases in which the PAR identifies
material repairs or replacements needed immediately, the related Mortgage Loan
Seller generally requires the borrower to carry out such repairs or
replacements prior to the origination of the mortgage loan, or, in many cases,
requires the borrower to place sufficient funds in escrow at the time of
origination of the mortgage loan to complete such repairs or replacements
within not more than twelve months.

     Title Insurance Policy. The borrower is required to provide, and the
related Mortgage Loan Seller reviews, a title insurance policy for each
Mortgaged Property. The title insurance policy must meet the following
requirements: (a) the policy must be written by a title insurer licensed to do
business in the jurisdiction where the Mortgaged Property is located; (b) the
policy must be in an amount equal to the original principal balance of the
mortgage loan; (c) the protection and benefits must run to the mortgagee and
its successors and assigns; (d) the policy should be written on a standard
policy form of the American Land Title Association or equivalent policy
promulgated in the jurisdiction where the Mortgaged Property is located; and
(e) the legal description of the Mortgaged Property in the title policy must
conform to that shown on the survey of the Mortgaged Property, where a survey
has been required.

     Property Insurance. The borrower is required to provide, and the related
Mortgage Loan Seller reviews, certificates of required insurance with respect
to the Mortgaged Property. Such insurance generally may include: (1) commercial
general liability insurance for bodily injury or death and property damage; (2)
an "All Risk of Physical Loss" policy; (3) if applicable, boiler and machinery
coverage; (4) if the Mortgaged Property is located in a flood hazard area,
flood insurance; and (5) such other coverage as the related Mortgage Loan
Seller may require based on the specific characteristics of the Mortgaged
Property.

REPRESENTATIONS AND WARRANTIES; REPURCHASES AND SUBSTITUTIONS

     In each Purchase Agreement, the applicable Mortgage Loan Seller will
represent and warrant with respect to each mortgage loan (subject to certain
exceptions specified in the related Purchase Agreement) sold by that Mortgage
Loan Seller as of the Closing Date, or as of another date specifically provided
in the representation and warranty, among other things, that:


                                      S-98


          (a) the mortgage loan is not delinquent 30 days or more in payment of
     principal and interest (without giving effect to any applicable grace
     period) as of the Cut-off Date and has not been 30 or more days past due,
     without giving effect to any applicable grace period;

          (b) the mortgage loan is secured by a Mortgage that is a valid and
     subsisting first priority lien on the Mortgaged Property (or a leasehold
     interest therein) free and clear of any liens, claims or encumbrances,
     subject only to certain permitted encumbrances;

          (c) the Mortgage, together with any separate security agreement, UCC
     Financing Statement or similar agreement, if any, establishes a first
     priority security interest in favor of the Mortgage Loan Seller, in all the
     related borrower's personal property used in, and reasonably necessary to
     the operation of, the Mortgaged Property, and to the extent a security
     interest may be created therein and perfected by the filing of a UCC
     Financing Statement, the proceeds arising from the Mortgaged Property and
     any other collateral securing the Mortgage subject only to certain
     permitted encumbrances;

          (d) there is an assignment of leases and rents provision or agreement
     creating a first priority security interest in leases and rents arising in
     respect of the related Mortgaged Property, subject only to certain
     permitted encumbrances;

          (e) to the Mortgage Loan Seller's actual knowledge, there are no
     mechanics' or other similar liens affecting the Mortgaged Property that are
     or may be prior or equal to the lien of the Mortgage, except those bonded,
     escrowed for or insured against pursuant to the applicable title insurance
     policy and except for permitted encumbrances;

          (f) the related borrower has good and indefeasible fee simple or
     leasehold title to the Mortgaged Property subject to certain permitted
     encumbrances;

          (g) the Mortgaged Property is covered by a title insurance policy
     insuring the Mortgage is a valid first lien, subject only to certain
     permitted encumbrances; no claims have been made under the related title
     insurance policy and such policy is in full force and effect and will
     provide that the insured includes the owner of the mortgage loan;

          (h) at the time of the assignment of the mortgage loan to the
     Depositor, the Mortgage Loan Seller had good title to and was the sole
     owner of the mortgage loan free and clear of any pledge, lien or
     encumbrance (other than the rights to servicing and related compensation as
     provided in the Pooling and Servicing Agreement and certain related
     agreements) and such assignment validly transfers ownership of the mortgage
     loan to the Depositor free and clear of any pledge, lien or encumbrance
     (other than the rights to servicing and related compensation as provided in
     the Pooling and Servicing Agreement and certain related agreements);

          (i) the related assignment of mortgage and related assignment of the
     assignment of leases and rents is legal, valid and binding;

          (j) the Mortgage Loan Seller's endorsement of the related Mortgage
     Note constitutes the legal and binding assignment of the Mortgage Note,
     except as the enforceability thereof may be limited by applicable state law
     and by bankruptcy, insolvency, reorganization or other laws relating to
     creditors' rights and general equitable principles, and together with an
     assignment of mortgage and the assignment of the assignment of leases and
     rents, legally and validly conveys all right, title and interest in the
     mortgage loan and related mortgage loan documents;

          (k) each Mortgage and Mortgage Note is a legal, valid and binding
     obligation of the parties thereto (subject to any non-recourse provisions
     therein), enforceable in accordance with its terms, except as the
     enforceability thereof may be limited by applicable state law and by
     bankruptcy, insolvency, reorganization or other laws relating to creditors'
     rights and general equitable principles and except that certain provisions
     of such documents are or may be unenforceable in whole or in part, but the
     inclusion of such provisions does not render


                                      S-99


     such documents invalid as a whole, and such documents taken as a whole are
     enforceable to the extent necessary and customary for the practical
     realization of the principal rights and benefits afforded thereby;

          (l) the terms of the mortgage loan and related mortgage loan documents
     have not been modified or waived in any material respect except as set
     forth in the related mortgage loan file;

          (m) the mortgage loan has not been satisfied, canceled, subordinated,
     released or rescinded and the related borrower has not been released from
     its obligations under any mortgage loan document;

          (n) except with respect to the enforceability of provisions requiring
     the payment of default interest, late fees, additional interest, prepayment
     premiums or yield maintenance charges, none of the mortgage loan documents
     is subject to any right of rescission, set-off, valid counterclaim or
     defense;

          (o) the terms of each mortgage loan document complied in all material
     respects with all applicable local, state or federal laws including usury
     to the extent non-compliance would have a material adverse effect on the
     mortgage loan;

          (p) to the Mortgage Loan Seller's knowledge, as of the date of
     origination of the mortgage loan, based on inquiry customary in the
     industry, and to the Mortgage Loan Seller's actual knowledge, as of the
     Closing Date, the related Mortgaged Property is, in all material respects,
     in compliance with, and is used and occupied in accordance with, all
     restrictive covenants of record applicable to the Mortgaged Property and
     applicable zoning laws and all inspections, licenses, permits and
     certificates of occupancy required by law, ordinance or regulation to be
     made or issued with regard to the Mortgaged Property have been obtained and
     are in full force and effect, except to the extent (a) any material
     non-compliance with applicable zoning laws is insured by an ALTA lender's
     title insurance policy (or binding commitment therefor), or the equivalent
     as adopted in the applicable jurisdiction, or a law and ordinance insurance
     policy, or (b) the failure to obtain or maintain such inspections,
     licenses, permits or certificates of occupancy does not materially impair
     or materially and adversely affect the use and/or operation of the
     Mortgaged Property as it was used and operated as of the date of
     origination of the mortgage loan or the rights of a holder of a related
     mortgage loan;

          (q) to (i) the Mortgage Loan Seller's knowledge, in reliance on an
     engineering report, the related Mortgaged Property is in good repair or
     escrows have been established to cover the estimated costs of repairs and
     (ii) the Mortgage Loan Seller's actual knowledge, no condemnation
     proceedings are pending;

          (r) as of the date of origination of the mortgage loan and as of the
     Closing Date, the Mortgaged Property is covered by insurance policies
     providing coverage against certain losses or damage;

          (s) all escrow amounts required to be deposited by the borrower at
     origination have been deposited; and

          (t) to the Mortgage Loan Seller's knowledge, as of the date of
     origination of the mortgage loan, and to the Mortgage Loan Seller's actual
     knowledge, as of the Closing Date, there are no pending actions, suits or
     proceedings by or before any court or other governmental authority against
     or affecting the related borrower under the mortgage loan or the Mortgaged
     Property which, if determined against the borrower or property would
     materially and adversely affect the value of such property or ability of
     the borrower or the current use of the Mortgaged Property to generate net
     cash flow sufficient to pay principal, interest and other amounts due under
     the mortgage loan.

     If a Mortgage Loan Seller has been notified of a breach of any of the
foregoing representations and warranties or of a document defect that in any
case materially and adversely


                                     S-100


affects the value of a mortgage loan, the value of the related Mortgaged
Property or the interests of the Certificateholders in the mortgage loan, and
if the respective Mortgage Loan Seller cannot cure the breach or defect within
a period of 90 days following its receipt of that notice or, in the case of a
breach or a defect that would cause the mortgage loan not to be a "qualified
mortgage" within the meaning of Section 860G(a)(3) of the Code, if earlier, its
discovery of the breach or defect (the "Initial Resolution Period"), then the
respective Mortgage Loan Seller will be obligated, pursuant to the respective
Purchase Agreement (the relevant rights under which will be assigned, together
with the mortgage loans, to the Trustee), to (a) repurchase the affected
mortgage loan or the related REO Loan within the Initial Resolution Period (or
with respect to certain breaches or document defects, an extended cure period),
at a price (the "Purchase Price") equal to the sum of (1) the outstanding
principal balance of the mortgage loan (or related REO Loan) as of the date of
purchase, (2) all accrued and unpaid interest on the mortgage loan (or the
related REO Loan) at the related Mortgage Rate, in effect from time to time
(excluding any portion of such interest that represents default interest or
additional interest on an ARD Loan), to, but not including, the due date
immediately preceding the Determination Date for the Due Period of purchase,
(3) all related unreimbursed Servicing Advances plus accrued and unpaid
interest on all related Advances at the Reimbursement Rate, Special Servicing
Fees (whether paid or unpaid) and additional trust fund expenses in respect of
the mortgage loan or related REO Loan, if any, (4) solely in the case of a
repurchase or substitution by a Mortgage Loan Seller, to the extent not
otherwise included in clause (3) above, all reasonable out-of-pocket expenses
reasonably incurred or to be incurred by the Master Servicer, the Special
Servicer, the Depositor or the Trustee in respect of the breach or defect
giving rise to the repurchase obligation, including any expenses arising out of
the enforcement of the repurchase obligation, including, without limitation,
legal fees and expenses, and (5) Liquidation Fees, if any, payable with respect
to the affected mortgage loan or (b) within 2 years following the Closing Date,
substitute a Qualified Substitute Mortgage Loan and pay any shortfall amount
equal to the difference between the Purchase Price of the mortgage loan
calculated as of the date of substitution and the scheduled principal balance
of the Qualified Substitute Mortgage Loan as of the due date in the month of
substitution; provided that the applicable Mortgage Loan Seller generally has
an additional 90-day period immediately following the expiration of the Initial
Resolution Period to cure the breach or default if it is diligently proceeding
toward that cure, and has delivered to each Rating Agency, the Master Servicer,
the Special Servicer, the Trustee and the Directing Certificateholder an
officer's certificate that describes the reasons that a cure was not effected
within the Initial Resolution Period. Notwithstanding the foregoing, the
actions specified in (a) and (b) of the preceding sentence must be taken within
90 days following the earlier of the Mortgage Loan Seller's receipt of notice
or discovery of a breach or defect, with no extension, if such breach or defect
would cause the mortgage loan not to be a "qualified mortgage" within the
meaning of Section 860G(a)(3) of the Code. Any breach of a representation or
warranty with respect to a mortgage loan that is cross-collateralized with
other mortgage loans may require the repurchase of or substitution for such
other mortgage loans to the extent described under "--Repurchase or
Substitution of Cross-Collateralized Mortgage Loans" below.

     A "Qualified Substitute Mortgage Loan" is a mortgage loan that must, on
the date of substitution: (a) have an outstanding principal balance, after
application of all scheduled payments of principal and/or interest due during
or prior to the month of substitution, whether or not received, not in excess
of the Stated Principal Balance of the deleted mortgage loan as of the due date
in the calendar month during which the substitution occurs; (b) have a Mortgage
Rate not less than the Mortgage Rate of the deleted mortgage loan; (c) have the
same due date and a grace period no longer than that of the deleted mortgage
loan; (d) accrue interest on the same basis as the deleted mortgage loan; (e)
have a remaining term to stated maturity not greater than, and not more than
two years less than, the remaining term to stated maturity of the deleted
mortgage loan; (f) have a then-current LTV Ratio not higher than that of the
deleted mortgage loan as of the Closing Date and a current LTV Ratio not higher
than the then-current LTV Ratio of the deleted mortgage loan, in each case
using a "value" for the Mortgaged Property


                                     S-101


as determined using an appraisal conducted by a member of the Appraisal
Institute ("MAI"); (g) comply (except in a manner that would not be adverse to
the interests of the Certificateholders) in all material respects with all of
the representations and warranties set forth in the applicable Purchase
Agreement; (h) have an environmental report with respect to the related
Mortgaged Property that will be delivered as a part of the related servicing
file; (i) have a then-current debt service coverage ratio not less than the
original debt service coverage ratio of the deleted mortgage loan as of the
Closing Date, and a current debt service coverage ratio of not less than the
current debt service coverage ratio of the deleted mortgage loan; (j)
constitute a "qualified replacement mortgage" within the meaning of Section
860G(a)(4) of the Code as evidenced by an opinion of counsel (provided at the
applicable Mortgage Loan Seller's expense); (k) not have a maturity date or an
amortization period that extends to a date that is after the date two years
prior to the Rated Final Distribution Date; (l) have prepayment restrictions
comparable to those of the deleted mortgage loan; (m) not be substituted for a
deleted mortgage loan unless the Trustee has received prior confirmation in
writing by each Rating Agency that the substitution will not result in the
withdrawal, downgrade, or qualification of the then-current rating assigned by
such Rating Agency to any class of Certificates then rated by such Rating
Agency, respectively (the cost, if any, of obtaining the confirmation to be
paid by the applicable Mortgage Loan Seller); (n) have been approved by the
Directing Certificateholder; (o) prohibit Defeasance within two years of the
Closing Date; (p) not be substituted for a deleted mortgage loan if it would
result in the termination of the REMIC status of either the Lower-Tier REMIC or
the Upper-Tier REMIC or the imposition of tax on either REMIC other than a tax
on income expressly permitted or contemplated to be imposed by the terms of the
Pooling and Servicing Agreement; (q) have an engineering report with respect to
the related Mortgaged Property which will be delivered as a part of the related
servicing file, and (r) become a part of the same Loan Group as the deleted
mortgage loan. In the event that more than one mortgage loan is substituted for
a deleted mortgage loan or mortgage loans, then (x) the amounts described in
clause (a) of the preceding sentence are required to be determined on the basis
of aggregate principal balances and (y) each proposed substitute mortgage loan
shall individually satisfy each of the requirements specified in clauses (b)
through (r) of the preceding sentence, except the rates described in clause (b)
above and the remaining term to stated maturity referred to in clause (e) above
are required to be determined on a weighted average basis, provided that no
individual Mortgage Rate (net of the Servicing Fee and the Trustee Fee) shall
be lower than the highest fixed Pass-Through Rate (and not subject to a cap
equal to the WAC Rate) of any class of Certificates having a principal balance
then outstanding. When a Qualified Substitute Mortgage Loan is substituted for
a deleted mortgage loan, the applicable Mortgage Loan Seller will be required
to certify that the mortgage loan meets all of the requirements of the above
definition and send the certification to the Trustee and the Directing
Certificateholder.

     The foregoing repurchase or substitution obligation will constitute the
sole remedy available to the Certificateholders and the Trustee under the
Pooling and Servicing Agreement for any uncured breach of any Mortgage Loan
Seller's representations and warranties regarding the mortgage loans or any
uncured document defect; provided, however, if any breach pertains to a
representation or warranty that the related mortgage loan documents or any
particular mortgage loan document requires the related borrower to bear the
costs and expenses associated with any particular action or matter under such
mortgage loan document(s), then the applicable Mortgage Loan Seller will cure
such breach within the applicable cure period (as the same may be extended) by
reimbursing the trust fund the reasonable amount of any such costs and expenses
incurred by the Master Servicer, the Special Servicer, the Trustee or the trust
fund that are the basis of such breach and have not been reimbursed by the
related borrower; provided, further, that in the event any such costs and
expenses exceed $10,000, the applicable Mortgage Loan Seller shall have the
option to either repurchase or substitute for the related mortgage loan as
provided above or pay such costs and expenses. The applicable Mortgage Loan
Seller will remit the amount of these costs and expenses and upon its making
such remittance, the applicable Mortgage Loan Seller will be deemed to have
cured the breach in all respects. The respective Mortgage Loan Seller will be
the sole warranting party in respect of the mortgage


                                     S-102


loans sold by that Mortgage Loan Seller to the Depositor, and none of the
Depositor, the Master Servicer, the Special Servicer, the other Mortgage Loan
Sellers, the Trustee, the Paying Agent, the Underwriters or any of their
affiliates will be obligated to repurchase any affected mortgage loan in
connection with a breach of the Mortgage Loan Seller's representations and
warranties or in connection with a document defect if the Mortgage Loan Seller
defaults on its obligation to do so. However, the Depositor will not include
any mortgage loan in the pool of mortgage loans if anything has come to the
Depositor's attention prior to the Closing Date that causes it to believe that
the representations and warranties, subject to the exceptions to the
representations and warranties, made by a Mortgage Loan Seller regarding the
mortgage loan will not be correct in all material respects when made. See
"Description of the Pooling Agreements--Representations and Warranties;
Repurchases" in the prospectus.

REPURCHASE OR SUBSTITUTION OF CROSS-COLLATERALIZED MORTGAGE LOANS

     To the extent that the related Mortgage Loan Seller repurchases or
substitutes for an affected mortgage loan as provided above with respect to a
document omission or defect or a breach of a representation or warranty and
such mortgage loan is cross-collateralized and cross-defaulted with one or more
other mortgage loans (each a "Crossed Loan"), such document omission or defect
or breach of a representation or warranty will be deemed to affect all such
Crossed Loans. In such event, the applicable Mortgage Loan Seller will be
required to (1) repurchase or substitute for all such Crossed Loans which are,
or are deemed to be, materially and adversely affected by such document defect
or omission or breach of a representation or warranty or (2) if the Crossed
Loans meet the criteria listed below, repurchase or substitute for only the
affected mortgage loan in the manner described above in "--Representations and
Warranties; Repurchases and Substitutions". The Mortgage Loan Seller may (in
its discretion) repurchase or substitute for only the affected mortgage loan if
(i) the weighted average debt service coverage ratio for all the remaining
Crossed Loans, excluding the affected Crossed Loan, for the four most recent
reported calendar quarters preceding the repurchase or substitution is not less
than the greater of (x) the weighted average debt service coverage ratio for
all such related Crossed Loans, including the affected Crossed Loan for the
four most recent reported calendar quarters preceding the repurchase or
substitution and (y) 1.25x, and (ii) the weighted average loan-to-value ratio
for all of the remaining Crossed Loans, excluding the affected Crossed Loan,
based upon the appraised values of the related Mortgaged Properties as of the
Cut-off Date, is not greater than the lesser of (x) the weighted average
loan-to-value ratio for all such related Crossed Loans, including the affected
Crossed Loan as of the Cut-off Date and (y) 75%. Notwithstanding the foregoing,
the related Mortgage Loan Seller may, at its option, repurchase or substitute
for all of such Crossed Loans as to which the document omission or defect or
breach has occurred (or has been deemed to occur).

     To the extent that the related Mortgage Loan Seller repurchases or
substitutes for an affected Crossed Loan as described in clause (2) of the
immediately preceding paragraph while the Trustee continues to hold any related
Crossed Loans, the related Mortgage Loan Seller and the Depositor have agreed
in the related Purchase Agreement to forbear from enforcing any remedies
against the other's Primary Collateral (as defined below), but each is
permitted to exercise remedies against the Primary Collateral securing its
respective affected Crossed Loans, including with respect to the Trustee, the
Primary Collateral securing mortgage loans still held by the Trustee, so long
as such exercise does not impair the ability of the other party to exercise its
remedies against its Primary Collateral. If the exercise of the remedies by one
party would impair the ability of the other party to exercise its remedies with
respect to the Primary Collateral securing the Crossed Loans held by such
party, then both parties have agreed in the related Purchase Agreement to
forbear from exercising such remedies until the mortgage loan documents
evidencing and securing the relevant mortgage loans can be modified in a manner
that complies with the Purchase Agreement to remove the threat of impairment as
a result of the exercise of remedies. "Primary Collateral" means the Mortgaged
Property directly securing a Crossed Loan and excluding any property as to
which the related lien may only be foreclosed upon by exercise of the
cross-collateralization provisions of such loan.


                                     S-103


LOCKBOX ACCOUNTS

     With respect to 36 mortgage loans (the "Lockbox Loans"), representing
approximately 45.2% of the Initial Pool Balance (34 mortgage loans in Loan
Group 1, representing approximately 51.3% of the Initial Loan Group 1 Balance
and 2 mortgage loans in Loan Group 2, representing approximately 13.4% of the
Initial Loan Group 2 Balance), one or more accounts (collectively, the "Lockbox
Accounts") have been or may be established into which the related borrower,
property manager and/or tenants directly deposit rents or other revenues from
the related Mortgaged Property. Pursuant to the terms of 10 Lockbox Loans,
representing approximately 11.1% of the Initial Pool Balance (9 mortgage loans
in Loan Group 1, representing approximately 11.6% of the Initial Loan Group 1
Balance and 1 mortgage loan in Loan Group 2, representing approximately 8.8% of
the Initial Loan Group 2 Balance) the related Lockbox Accounts were required to
be established on the origination dates of the related mortgage loans into
which operating lessees are required to make deposits directly and amounts may
not be released to the borrowers, unless, with respect to certain Lockbox
Loans, all debt service and required reserve account deposits have been made.
Pursuant to the terms of 9 Lockbox Loans, representing approximately 21.3% of
the Initial Pool Balance (approximately 25.4% of the Initial Loan Group 1
Balance), a cash management account was required to be established for such
mortgage loans on or about the origination date of such mortgage loans into
which the operating lessees are required to deposit rents directly, but the
related borrower will have withdrawal rights until the occurrence of certain
events specified in the related mortgage loan documents. Pursuant to the terms
of 6 Lockbox Loans, representing approximately 3.1% of the Initial Loan Pool
Balance (5 mortgage loans in Loan Group 1, representing approximately 2.8% of
the Initial Group 1 Balance and 1 mortgage loan in Loan Group 2, representing
4.5% of the Initial Loan Group 2 Balance), the borrower is required to deposit
rents or other revenues into the related Lockbox Accounts. Pursuant to the
terms of 11 Lockbox Loans, representing approximately 9.7% of the Initial Pool
Balance (approximately 11.5% of the Initial Loan Group 1 Balance), the related
mortgage loan documents provide for the establishment of a Lockbox Account upon
the occurrence of certain events (such as (i) an event of default under the
related mortgage loan documents, (ii) the date 3 months prior to the
Anticipated Repayment Date or (iii) the related Anticipated Repayment Date).
Except as set forth above, the agreements governing the Lockbox Accounts
provide that the borrower has no withdrawal or transfer rights with respect to
the related Lockbox Account. The Lockbox Accounts will not be assets of either
REMIC.


                                     S-104


                        DESCRIPTION OF THE CERTIFICATES


GENERAL

     The Certificates will be issued pursuant to a pooling and servicing
agreement, among the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Paying Agent (the "Pooling and Servicing Agreement" ) and will
represent in the aggregate the entire beneficial ownership interest in the
trust fund consisting of: (1) the mortgage loans and all payments under and
proceeds of the mortgage loans received after the Cut-off Date (exclusive of
payments of principal and/or interest due on or before the Cut-off Date and
interest relating to periods prior to, but due after, the Cut-off Date); (2)
any REO Property but, in the case of any mortgage loan with a split loan
structure, only to the extent of the trust fund's interest therein; (3) those
funds or assets as from time to time are deposited in the Certificate Account,
the Distribution Accounts, the Interest Reserve Account, the Floating Rate
Account, the Excess Interest Distribution Account, the Gain on Sale Reserve
Account or the REO Account, if established; (4) the rights of the mortgagee
under all insurance policies with respect to its mortgage loans; (5) certain
rights of the Depositor under the Purchase Agreements relating to mortgage loan
document delivery requirements and the representations and warranties of each
Mortgage Loan Seller regarding the mortgage loans it sold to the Depositor; and
(6) certain rights under the Swap Contract.

     The Depositor's Commercial Mortgage Pass-Through Certificates, Series
2005-LDP3 (the "Certificates") will consist of the following classes (each, a
"Class"): the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class
A-4FL, Class A-SB and Class A-1A Certificates (collectively, the "Class A
Certificates"), the Class X-1 and Class X-2 Certificates (collectively, the
"Class X Certificates"), and the 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 NR, Class S, Class R and Class LR Certificates. The Class A
Certificates and the Class X Certificates are referred to collectively in this
prospectus supplement as the "Senior Certificates." The 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 and Class NR Certificates are referred to
collectively in this prospectus supplement as the "Subordinate Certificates."
The Class A-J, Class B, Class C and Class D Certificates are referred to in
this prospectus supplement as the "Subordinate Offered Certificates." The Class
R and Class LR Certificates are referred to collectively in this prospectus
supplement as the "Residual Certificates."

     Only the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class
A-4FL, Class A-SB, Class A-J, Class X-2, Class B, Class C and Class D
Certificates are offered hereby (collectively, the "Offered Certificates"). The
Class A-1A, Class X-1, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O, Class NR, Class S, Class R and Class LR
Certificates (collectively, the "Non-Offered Certificates") have not been
registered under the Securities Act of 1933, as amended, and are not offered
hereby.

     On the Closing Date, the "Class A-4FL Regular Interest" will also be
issued by the trust as an uncertificated regular interest in one of the REMICs.
The Class A-4FL Regular Interest is not offered hereby. The Depositor will
transfer the Class A-4FL Regular Interest to the trust in exchange for the
Class A-4FL Certificates. The Class A-4FL Certificates are offered hereby. The
Class A-4FL Certificates will represent all of the beneficial ownership
interest in the portion of the trust that consists of the Class A-4FL Regular
Interest, the Floating Rate Account and the Swap Contract.

     The "Certificate Balance" of any Class of Certificates (other than the
Class S Certificates, Class X Certificates and Residual Certificates) and the
Class A-4FL Regular Interest (and correspondingly, the Class A-4FL
Certificates) outstanding at any time represents the maximum amount that its
holders are entitled to receive as distributions allocable to principal from
the cash flow on the mortgage loans and the other assets in the trust fund. On
each Distribution Date, the Certificate Balance of each Class of Certificates
(other than the Class S Certificates, Class X Certificates and Residual
Certificates) and the Class A-4FL Regular Interest (and correspondingly, the
Class A-4FL Certificates) will be reduced by any distributions of principal
actually made on,


                                     S-105


and any Collateral Support Deficit actually allocated to, that Class of
Certificates (other than the Class S Certificates, Class X Certificates and
Residual Certificates) and the Class A-4FL Regular Interest (and
correspondingly, the Class A-4FL Certificates) on that Distribution Date. The
Certificate Balance of the Class A-4FL Certificates will be reduced on each
Distribution Date in an amount corresponding to any such reduction in the
Certificate Balance of the Class A-4FL Regular Interest. The initial
Certificate Balance of each Class of Offered Certificates is expected to be the
balance set forth on the cover of this prospectus supplement. The initial
Certificate Balance of the Class A-4FL Regular Interest will be equal to the
initial Certificate Balance of the Class A-4FL Certificates, which is expected
to be the balance set forth on the cover of this prospectus supplement. The
Class S Certificates, the Class X-1 Certificates, the Class X-2 Certificates
and the Residual Certificates will not have Certificate Balances or entitle
their holders to distributions of principal.

     The Class X Certificates will not have Certificate Balances, but will
represent the right to receive distributions of interest in an amount equal to
the aggregate interest accrued on their respective notional amounts (each, a
"Notional Amount"). The Notional Amount of the Class X-1 Certificates will
equal the aggregate of the Certificate Balances of each Class of Certificates
(other than the Class A-4FL, Class X-1, Class X-2, Class S, Class R and Class
LR Certificates) (the "Principal Balance Certificates") and the Class A-4FL
Regular Interest outstanding from time-to-time. The initial Notional Amount of
the Class X-1 Certificates will be approximately $2,076,723,076.

     The Notional Amount of the Class X-2 Certificates from time to time will
equal the sum of the components of the Class X-2 Certificates (each, a "Class
X-2 Component"). Each of the Class X-2 Components will relate to a particular
Class of Principal Balance Certificates and, at any time during any of the
periods specified on Annex E to this prospectus supplement, will equal the
lesser of (a) the specific amount identified in the table on Annex E to this
prospectus supplement with respect to the related Class of Principal Balance
Certificates for that period and (b) the then Certificate Balance of the
related Class of Principal Balance Certificates. Notwithstanding anything to
the contrary in this prospectus supplement, the Notional Amount of the Class
X-2 Certificates will be $0 following the Distribution Date in August 2012.

     The initial Notional Amount of the Class X-2 Certificates will be
approximately $2,030,476,000.

     The Class A-1A, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and Class NR Certificates will have an
aggregate initial Certificate Balance of approximately $163,542,076.

     The Class S Certificates will not have a Certificate Balance and will be
entitled to receive only Excess Interest received on the ARD Loans.

     The Offered Certificates (other than the Class X-2 Certificates) will be
maintained and transferred in book-entry form and issued in denominations of
$10,000 initial Certificate Balance, and integral multiples of $1 in excess of
that amount. The Class X-2 Certificates will be issued, maintained and
transferred only in minimum denominations of authorized initial Notional Amount
of not less than $1,000,000, and in integral multiples of $1 in excess thereof.
The "Percentage Interest" evidenced by any Certificate (other than the Residual
Certificates) is equal to its initial denomination as of the Closing Date,
divided by the initial Certificate Balance or Notional Amount of the Class to
which it belongs.

     The Offered Certificates will initially be represented by one or more
global certificates registered in the name of the nominee of The Depository
Trust Company ("DTC"). The Depositor has been informed by DTC that DTC's
nominee will be Cede & Co. No person acquiring an interest in the Offered
Certificates (this person, a "Certificate Owner") will be entitled to receive
an Offered Certificate in fully registered, certificated form, a definitive
certificate, representing its interest in that Class, except as set forth under
"--Book-Entry Registration and Definitive Certificates" below. Unless and until
definitive certificates are issued, all references to actions by


                                     S-106


holders of the Offered Certificates will refer to actions taken by DTC upon
instructions received from Certificate Owners through its participating
organizations (together with Clearstream Banking, societe anonyme
("Clearstream") and Euroclear Bank, as operator of the Euroclear System
("Euroclear"), participating organizations (the "Participants")), and all
references in this prospectus supplement to payments, notices, reports and
statements to holders of the Offered Certificates will refer to payments,
notices, reports and statements to DTC or Cede & Co., as the registered holder
of the Offered Certificates, for distribution to Certificate Owners through DTC
and its Participants in accordance with DTC procedures. See "Description of the
Certificates-- Book-Entry Registration and Definitive Certificates" in the
prospectus.

     Until definitive certificates are issued, interests in any Class of
Offered Certificates will be transferred on the book-entry records of DTC and
its Participants.

PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

     LaSalle Bank National Association, a national banking association, will
serve as paying agent (in that capacity, the "Paying Agent"). LaSalle Bank
National Association is one of the Mortgage Loan Sellers and an affiliate of
one of the Underwriters. In addition, LaSalle Bank National Association will
initially serve as certificate registrar (in that capacity, the "Certificate
Registrar") for the purposes of recording and otherwise providing for the
registration of the Offered Certificates and transfers and exchanges of the
definitive certificates, if issued, and as authenticating agent of the
Certificates (in that capacity, the "Authenticating Agent"). The Paying Agent's
address is 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603,
Attention: Global Securities and Trust Services Group, JPMorgan 2005-LDP3, and
its telephone number is (312) 904-9387. As compensation for the performance of
its routine duties, the Paying Agent will be paid a fee (the "Paying Agent
Fee"). The Paying Agent Fee will be payable monthly from amounts received in
respect of the mortgage loans and will accrue at a rate (the "Paying Agent Fee
Rate"), which, together with the rate at which the Trustee Fee accrues, is
equal to the Trustee Fee Rate and will be calculated as described under "--The
Trustee" below. In addition, the Paying Agent will be entitled to recover from
the trust fund all reasonable unanticipated expenses and disbursements incurred
or made by the Paying Agent in accordance with any of the provisions of the
Pooling and Servicing Agreement, but not including routine expenses incurred in
the ordinary course of performing its duties as Paying Agent under the Pooling
and Servicing Agreement, and not including any expense or disbursement as may
arise from its willful misfeasance, negligence or bad faith. The Pooling and
Servicing Agreement will also provide for the indemnification of the Paying
Agent from the trust for comparable losses, liabilities and expenses for which
the Trustee is indemnified as described under "Description of the Pooling
Agreements--Certain Matters Regarding the Trustee" in the prospectus.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     General. Certificate Owners may hold their Certificates through DTC (in
the United States) or Clearstream or Euroclear (in Europe) if they are
Participants in that system, or indirectly through organizations that are
Participants in those systems. Clearstream and Euroclear will hold omnibus
positions on behalf of the Clearstream Participants and the Euroclear
Participants, respectively, through customers' securities accounts in
Clearstream's and Euroclear's names on the books of their respective
depositories (collectively, the "Depositories") which in turn will hold those
positions in customers' securities accounts in the Depositories' names on the
books of DTC. DTC is a limited purpose trust company organized under the New
York Banking Law, a "banking organization" 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 Section 17A of the Securities Exchange Act of
1934, as amended. DTC was created to hold securities for its Participants and
to facilitate the clearance and settlement of securities transactions between
Participants through electronic computerized book-entries, thereby eliminating
the need for physical movement of certificates. Participants include securities
brokers and dealers, banks, trust companies and


                                     S-107


clearing corporations ("Direct Participants"). Indirect access to the DTC
system also is available to others (such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial relationship with a
Participant), either directly or indirectly ("Indirect Participants").
Transfers between DTC Participants will occur in accordance with DTC rules.

     Transfers between Clearstream Participants and Euroclear Participants will
occur in accordance with their applicable rules and operating procedures.

     Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through Clearstream Participants or
Euroclear Participants, on the other, will be effected in DTC in accordance
with DTC rules on behalf of the relevant European international clearing system
by its Depository; however, these cross-market transactions will require
delivery of instructions to the relevant European international clearing system
by the counterparty in that system in accordance with its rules and procedures.
If the transaction complies with all relevant requirements, Euroclear or
Clearstream, as the case may be, will then deliver instructions to the
Depository to take action to effect final settlement on its behalf.

     Because of time-zone differences, it is possible that credits of
securities in Clearstream or Euroclear as a result of a transaction with a DTC
Participant will be made during the subsequent securities settlement
processing, dated the business day following the DTC settlement date, and those
credits or any transactions in those securities settled during this processing
will be reported to the relevant Clearstream Participant or Euroclear
Participant on that business day. Cash received in Clearstream or Euroclear as
a result of sales of securities by or through a Clearstream Participant or a
Euroclear Participant to a DTC Participant will be received with value on the
DTC settlement date but, due to time-zone differences, may be available in the
relevant Clearstream or Euroclear cash account only as of the business day
following settlement in DTC.

     Certificate Owners that are not Direct or Indirect Participants but desire
to purchase, sell or otherwise transfer ownership of, or other interests in,
the Offered Certificates may do so only through Direct and Indirect
Participants. In addition, Certificate Owners will receive all distributions of
principal of and interest on the Offered Certificates from the Paying Agent
through DTC and its Direct and Indirect Participants. Accordingly, Certificate
Owners may experience delays in their receipt of payments, since those payments
will be forwarded by the Paying Agent to Cede & Co., as nominee of DTC. DTC
will forward those payments to its Participants, which thereafter will forward
them to Indirect Participants or beneficial owners of Offered Certificates.
Except as otherwise provided under "--Reports to Certificateholders; Certain
Available Information" below, Certificate Owners will not be recognized by the
Trustee, the Paying Agent, the Special Servicer or the Master Servicer as
holders of record of Certificates and Certificate Owners will be permitted to
receive information furnished to Certificateholders and to exercise the rights
of Certificateholders only indirectly through DTC and its Direct and Indirect
Participants.

     Under the rules, regulations and procedures creating and affecting DTC and
its operations (the "Rules"), DTC is required to make book-entry transfers of
the Offered Certificates among Participants and to receive and transmit
distributions of principal of, and interest on, the Offered Certificates.
Direct and Indirect Participants with which Certificate Owners have accounts
with respect to the Offered Certificates similarly are required to make
book-entry transfers and receive and transmit the distributions on behalf of
their respective Certificate Owners. Accordingly, although Certificate Owners
will not possess physical certificates evidencing their interests in the
Offered Certificates, the Rules provide a mechanism by which Certificate
Owners, through their Direct and Indirect Participants, will receive
distributions and will be able to transfer their interests in the Offered
Certificates.

     Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of
Certificateholders to pledge the Certificates to persons or entities that do
not participate in the DTC system, or to otherwise act with respect to the
Certificates, may be limited due to the lack of a physical certificate for the
Certificates.


                                     S-108


     DTC has advised the Depositor that it will take any action permitted to be
taken by a holder of an Offered Certificate under the Pooling and Servicing
Agreement only at the direction of one or more Participants to whose accounts
with DTC the Offered Certificates are credited. DTC may take conflicting
actions with respect to other undivided interests to the extent that those
actions are taken on behalf of Participants whose holdings include the
undivided interests.

     Although DTC, Euroclear and Clearstream have implemented the foregoing
procedures in order to facilitate transfers of interests in global certificates
among Participants of DTC, Euroclear and Clearstream, they are under no
obligation to perform or to continue to comply with the foregoing procedures,
and the foregoing procedures may be discontinued at any time.

     None of the Depositor, the Master Servicer, the Underwriters, the Special
Servicer, the Trustee or the Paying Agent will have any liability for any
actions taken by DTC, Euroclear or Clearstream, their respective Direct or
Indirect Participants or their nominees, including, without limitation, actions
for any aspect of the records relating to or payments made on account of
beneficial ownership interests in the Offered Certificates held by Cede & Co.,
as nominee for DTC, or for maintaining, supervising or reviewing any records
relating to that beneficial ownership interest. The information in this
prospectus supplement concerning DTC, Clearstream and Euroclear and their
book-entry systems has been obtained from sources believed to be reliable, but
the Depositor takes no responsibility for the accuracy or completeness of the
information.

     Definitive Certificates. Definitive certificates will be issued to
Certificate Owners or their nominees, respectively, rather than to DTC or its
nominee, only under the limited conditions set forth under "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
prospectus.

     Upon the occurrence of an event described in the prospectus in the second
to last paragraph under "Description of the Certificates--Book-Entry
Registration and Definitive Certificates," the Paying Agent is required to
notify, through DTC, Direct Participants who have ownership of Offered
Certificates as indicated on the records of DTC of the availability of
definitive certificates. Upon surrender by DTC of the global certificates
representing the Offered Certificates and upon receipt of instructions from DTC
for re-registration, the Paying Agent will reissue the Offered Certificates as
definitive certificates issued in the respective Certificate Balances or
Notional Amounts, as applicable, owned by individual Certificate Owners, and
thereafter the Trustee, the Paying Agent, the Special Servicer and the Master
Servicer will recognize the holders of those definitive certificates as
Certificateholders under the Pooling and Servicing Agreement.

     For additional information regarding DTC and Certificates maintained on
the book-entry records of DTC, see "Description of the Certificates--Book-Entry
Registration and Definitive Certificates" in the prospectus.

DISTRIBUTIONS

     Method, Timing and Amount. Distributions on the Certificates are required
to be made by the Paying Agent, to the extent of available funds, on the 15th
day of each month or, if the 15th day is not a business day, then on the next
succeeding business day, commencing in September 2005 (each, a "Distribution
Date"). The "Determination Date" for any Distribution Date will be the fourth
business day prior to the related Distribution Date. All distributions (other
than the final distribution on any Certificate) are required to be made to the
Certificateholders in whose names the Certificates are registered at the close
of business on each Record Date. With respect to any Distribution Date, the
"Record Date" will be the last business day of the month preceding the month in
which that Distribution Date occurs. These distributions are required to 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, if the Certificateholder has provided the Paying Agent
with written wiring instructions no less than five business days prior to the
related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions) or otherwise by check mailed
to the Certificateholder. The final distribution on any Certificate is required
to be made in like manner,


                                     S-109


but only upon presentation and surrender of the Certificate at the location
that will be specified in a notice of the pendency of the final distribution.
All distributions made with respect to a Class of Certificates will be
allocated pro rata among the outstanding Certificates of that Class based on
their respective Percentage Interests.


     The amount allocated to the Class A-4FL Regular Interest on the business
day prior to each Distribution Date will be deposited into the Floating Rate
Account on such date, less the portion of such amount, if any, due to the Swap
Counterparty under the Swap Contract with respect to such Distribution Date. In
addition, amounts payable to the trust by the Swap Counterparty under the Swap
Contract with respect to the Distribution Date will be deposited into the
Floating Rate Account. See "Description of the Swap Contract" in this
prospectus supplement.


     The Master Servicer is required to establish and maintain, or cause to be
established and maintained, one or more accounts (collectively, the
"Certificate Account") as described in the Pooling and Servicing Agreement. The
Master Servicer is required to deposit in the Certificate Account on a daily
basis (and in no event later than the business day following receipt in
available funds) all payments and collections due after the Cut-off Date and
other amounts received or advanced with respect to the mortgage loans
(including, without limitation, 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 (the "Insurance and Condemnation
Proceeds") and other amounts received and retained in connection with the
liquidation of defaulted mortgage loans or property acquired by foreclosure or
otherwise (the "Liquidation Proceeds")), and will be permitted to make
withdrawals therefrom as set forth in the Pooling and Servicing Agreement.
Notwithstanding the foregoing, the collections on the Universal Hotel Portfolio
Loan and the Lowe's Aliso Viejo AB Mortgage Loan will be limited to the portion
of such amounts that are payable to the holder of the mortgage loan included in
the trust fund pursuant to the related intercreditor agreement.


     The Paying Agent is required to establish and maintain accounts (the
"Upper-Tier Distribution Account" and the "Lower-Tier Distribution Account",
each of which may be sub-accounts of a single account (collectively, the
"Distribution Account")), in the name of the Trustee and for the benefit of the
Certificateholders. On each Distribution Date, the Paying Agent is required to
apply amounts on deposit in the Upper-Tier Distribution Account (which will
include all funds that were remitted by the Master Servicer from the
Certificate Account plus, among other things, any P&I Advances less amounts, if
any, distributable to the Class LR Certificates as set forth in the Pooling and
Servicing Agreement) generally to make distributions of interest and principal
from the Available Distribution Amount to the Certificateholders as described
in this prospectus supplement. Each of the Certificate Account and the
Distribution Accounts will conform to certain eligibility requirements set
forth in the Pooling and Servicing Agreement.

     The Paying Agent is required to establish and maintain an "Interest
Reserve Account," which may be a sub-account of the Distribution Account, in
the name of the Trustee for the benefit of the holders of the Certificates. On
the Master Servicer Remittance Date occurring each February and on any Master
Servicer Remittance Date occurring in any January which occurs in a year that
is not a leap year, the Paying Agent will be required to deposit amounts
remitted by the Master Servicer or P&I Advances made on the related mortgage
loans into the Interest Reserve Account during the related interest period, in
respect of the mortgage loans that accrue interest on an Actual/360 Basis
(collectively, the "Withheld Loans"), in an amount equal to one day's interest
at the Net Mortgage Rate for each Withheld Loan on its Stated Principal Balance
as of the Distribution Date in the month preceding the month in which the
related Master Servicer Remittance Date occurs, to the extent a Periodic
Payment or P&I Advance is made in respect of the mortgage loans (all amounts so
deposited in any consecutive January (if applicable) and February, "Withheld
Amounts"). On the Master Servicer Remittance Date occurring each March
(beginning in 2006), the Paying Agent will be required to withdraw from the
Interest


                                     S-110


Reserve Account an amount equal to the Withheld Amounts from the preceding
January (if applicable) and February, if any, and deposit that amount into the
Lower-Tier Distribution Account.

     The Paying Agent is required to establish and maintain an "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 holders of the Class S
Certificates. Prior to the applicable Distribution Date, the Master Servicer is
required to remit to the Paying Agent for deposit into the Excess Interest
Distribution Account an amount equal to the Excess Interest received prior to
the related Determination Date.

     The Paying Agent is required to establish and maintain an account (the
"Gain on Sale Reserve Account"), which may be a sub-account of the Distribution
Account, in the name of the Trustee on behalf of the Certificateholders. To the
extent that gains realized on sales of Mortgaged Properties, if any, are not
used to offset Collateral Support Deficits previously allocated to the
Certificates, such gains will be held and applied to offset future Collateral
Support Deficits, if any.

     The Paying Agent is required to establish and maintain a "Floating Rate
Account", which may be a sub-account of the Distribution Account, in the name
of the Trustee for the benefit of the holders of the Class A-4FL Certificates.
Promptly upon receipt of any payment or other receipt in respect of the Class
A-4FL Regular Interest or the Swap Contract, the Paying Agent will deposit the
same into the Floating Rate Account. See "Description of the Swap Contract" in
this prospectus supplement.

     The Master Servicer is authorized but not required to direct the
investment of funds held in the Certificate Account in U.S. government
securities and other obligations that are acceptable to each of the Rating
Agencies ("Permitted Investments"). The Master Servicer will be entitled to
retain any interest or other income earned on such funds and the Master
Servicer will be required to bear any losses resulting from the investment of
such funds, as provided in the Pooling and Servicing Agreement. Funds held in
the Lower-Tier Distribution Account, the Upper-Tier Distribution Account, the
Interest Reserve Account, the Gain on Sale Reserve Account and the Excess
Interest Distribution Account will not be invested.

     The aggregate amount available for distribution to Certificateholders
(other than the holders of the Class A-4FL and Class S Certificates) and the
Class A-4FL Regular Interest (and thus to the holders of the Class A-4FL
Certificates to the extent described in this prospectus supplement) on each
Distribution Date (the "Available Distribution Amount") will, in general, equal
the sum of the following amounts (without duplication):

     (x) the total amount of all cash received on the mortgage loans and any
REO Properties that is on deposit in the Certificate Account, the Lower-Tier
Distribution Account and, without duplication, the REO Account, (and with
respect to the Universal Hotel Portfolio Loan, only to the extent received by
the Trustee pursuant to the Universal Hotel Portfolio Pooling Agreement and/or
Universal Hotel Portfolio Intercreditor Agreement), as of the related Master
Servicer Remittance Date, exclusive of (without duplication):

          (1) all scheduled payments of principal and/or interest (the "Periodic
     Payments") and balloon payments collected but due on a due date subsequent
     to the related Due Period, excluding interest relating to periods prior to,
     but due after, the Cut-off Date;

          (2) all unscheduled payments of principal (including prepayments),
     unscheduled interest, Liquidation Proceeds, Insurance and Condemnation
     Proceeds and other unscheduled recoveries received subsequent to the
     related Determination Date (or, with respect to voluntary prepayments of
     principal of each mortgage loan with a due date occurring after the related
     Determination Date, subsequent to the related due date);

          (3) all amounts in the Certificate Account that are due or
     reimbursable to any person other than the Certificateholders;


                                     S-111


          (4) with respect to each Withheld Loan and any Distribution Date
     occurring in each February and in any January occurring in a year that is
     not a leap year, the related Withheld Amount to the extent those funds are
     on deposit in the Certificate Account;

          (5) Excess Interest;

          (6) all Yield Maintenance Charges;

          (7) all amounts deposited in the Certificate Account, the Lower-Tier
     Distribution Account and, without duplication, the REO Account in error;
     and

          (8) any accrued interest on a mortgage loan allocable to the default
     interest rate for such mortgage loan, to the extent permitted by law, as
     more particularly defined in the related mortgage loan documents, excluding
     any interest calculated at the Mortgage Rate for the related mortgage loan;

     (y) all P&I Advances made by the Master Servicer or the Trustee, as
applicable, with respect to the Distribution Date (net of certain amounts that
are due or reimbursable to persons other than the Certificateholders). See
"Description of the Pooling Agreements--Certificate Account" in the prospectus;
and

     (z) with respect to the Distribution Date occurring in each March, the
related Withheld Amounts required to be deposited in the Lower-Tier
Distribution Account pursuant to the Pooling and Servicing Agreement.

     The aggregate amount available for distributions to the holders of the
Class A-4FL Certificates on each Distribution Date (the "Class A-4FL Available
Funds") will equal the sum of (i) the total amount of all principal and/or
interest distributions on or in respect of the Class A-4FL Regular Interest
with respect to such Distribution Date and (ii) the amounts, if any, received
from the Swap Counterparty pursuant to the Swap Contract for such Distribution
Date, less (iii) all amounts required to be paid to the Swap Counterparty
pursuant to the Swap Contract for such Distribution Date. See "Description of
the Swap Contract" in this prospectus supplement.

     The "Due Period" for each Distribution Date and any mortgage loan will be
the period commencing on the day immediately following the due date for the
mortgage loan in the month preceding the month in which that Distribution Date
occurs and ending on and including the due date for the mortgage loan in the
month in which that Distribution Date occurs; provided, that the first Due
Period with respect to mortgage loans with their first due date in September
2005 will begin on the Cut-off Date of such mortgage loan.

     Notwithstanding the foregoing, in the event that the last day of a Due
Period (or applicable grace period) is not a business day, any Periodic
Payments received with respect to the mortgage loans relating to the related
Due Period on the business day immediately following that day will be deemed to
have been received during that Due Period and not during any other Due Period.

     Priority. On each Distribution Date, for so long as the Certificate
Balances or Notional Amounts of the Certificates or the Class A-4FL Regular
Interest have not been reduced to zero, the Paying Agent is required to apply
amounts on deposit in the Upper-Tier Distribution Account, to the extent of the
Available Distribution Amount, in the following order of priority:

     First, to pay interest, concurrently, (i) on the Class A-1, Class A-2,
Class A-3, Class A-4A, Class A-4B and Class A-SB Certificates and the Class
A-4FL Regular Interest, pro rata, from the portion of the Available
Distribution Amount for such Distribution Date attributable to mortgage loans
in Loan Group 1 up to an amount equal to the aggregate Interest Distribution
Amount for those Classes and the Class A-4FL Regular Interest, as applicable;
(ii) on the Class A-1A Certificates from the portion of the Available
Distribution Amount for such Distribution Date attributable to mortgage loans
in Loan Group 2 up to an amount equal to the aggregate Interest Distribution
Amount for such Class; and (iii) on the Class X-1 and Class X-2 Certificates,
pro rata, from the Available Distribution Amount for such Distribution Date up
to an amount equal to the aggregate Interest Distribution Amount for those
Classes, without regard to Loan Group, in each


                                     S-112


case based upon their respective entitlements to interest for that Distribution
Date; provided, on any Distribution Date where the Available Distribution
Amount (or applicable portion thereof) is not sufficient to make distributions
in full to the related Classes of Certificates as described above, the
Available Distribution Amount will be allocated among the above Classes of
Certificates without regard to Loan Group, 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
Interest Distribution Amounts in respect of each such Class of Certificates for
such Distribution Date; provided, further, that Interest Distribution Amounts
for the Class A-4A and Class A-4B Certificates and the Class A-4FL Regular
Interest will be distributed first to the Class A-4A Certificates, and then to
the Class A-4B Certificates and the Class A-4FL Regular Interest, pro rata, in
the amount of their respective Interest Distribution Amount;

     Second, to the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B,
Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest, in
reduction of the Certificate Balances of those Classes: concurrently: (i)(A)
first, to the Class A-SB Certificates, in an amount equal to the Group 1
Principal Distribution Amount for such Distribution Date and, after the Class
A-1A Certificates have been reduced to zero, the Group 2 Principal Distribution
Amount for such Distribution Date remaining after payments specified in clause
(ii) below on such Distribution Date, until the Class A-SB Certificates are
reduced to the Class A-SB Planned Principal Balance, (B) then to the Class A-1
Certificates, in an amount equal to the Group 1 Principal Distribution Amount
(or the portion of it remaining after distribution on the Class A-SB
Certificates pursuant to clause (i)(A)) and, after the Class A-1A Certificates
have been reduced to zero, the Group 2 Principal Distribution Amount remaining
after payments to the Class A-1A Certificates have been made on such
Distribution Date, until the Class A-1 Certificates are reduced to zero, (C) to
the Class A-2 Certificates, in an amount equal to the Group 1 Principal
Distribution Amount (or the portion of it remaining after distributions on the
Class A-SB Certificates pursuant to clause (i)(A) and the Class A-1
Certificates) and, after the Class A-1A Certificates have been reduced to zero,
the Group 2 Principal Distribution Amount remaining after payments to the Class
A-1A and Class A-SB Certificates pursuant to clause (i)(A) and the Class A-1
Certificates have been made on such Distribution Date, until the Class A-2
Certificates are reduced to zero, (D) to the Class A-3 Certificates, in an
amount equal to the Group 1 Principal Distribution Amount (or the portion of it
remaining after distributions on the Class A-SB Certificates pursuant to clause
(i)(A) and the Class A-1 and Class A-2 Certificates) and, after the Class A-1A
Certificates have been reduced to zero, the Group 2 Principal Distribution
Amount remaining after payments to the Class A-1A, Class A-SB Certificates
pursuant to clause (i)(A) and the Class A-1 and Class A-2 Certificates have
been made on such Distribution Date, until the Class A-3 Certificates are
reduced to zero, (E) to the Class A-4A Certificates, in an amount equal to the
Group 1 Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A-SB Certificates pursuant to clause (i)(A) and the
Class A-1, Class A-2 and Class A-3 Certificates) and, after the Class A-1A
Certificates have been reduced to zero, the Group 2 Principal Distribution
Amount remaining after payments to the Class A-1A, Class A-SB Certificates
pursuant to clause (i)(A) and the Class A-1, Class A-2 and Class A-3
Certificates have been made on such Distribution Date, until the Class A-4A
Certificates are reduced to zero, (F) to the Class A-4B Certificates and the
Class A-4FL Regular Interest, pro rata, in reduction of their respective
Certificate Balances, an amount equal to the Group 1 Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1A,
Class A-1, Class A-2, Class A-3 and Class A-4A Certificates on that
Distribution Date), and after the Class A-1A has been reduced to zero, the
Group 2 Principal Distribution Amount remaining after distributions on the
Class A-SB Certificates pursuant to clause (i)(A) and the Class A-1, Class A-2,
Class A-3 and Class A-4 Certificates, until the Class A-4B Certificates and the
Class A-4FL Regular Interest are reduced to zero and (G) then, to the Class
A-SB Certificates, in an amount equal to the Group 1 Principal Distribution
Amount (or the portion of it remaining after distributions on the Class A-1,
Class A-2, Class A-3, Class A-4A and Class A-4B Certificates and the Class
A-4FL Regular Interest) and, after the Class A-1A Certificates have been
reduced to zero, the Group 2 Principal Distribution Amount remaining after
distributions on the Class A-1, Class A-2, Class A-3, Class A-4A and Class A-4B
Certificates and the Class A-4FL Regular Interest above and clause (ii)


                                     S-113


below have been made on such Distribution Date, until the Class A-SB
Certificates are reduced to zero; and (ii) to the Class A-1A Certificates, in
an amount equal to the Group 2 Principal Distribution Amount and, after the
Class A-4B and Class A-SB Certificates and the Class A-4FL Regular Interest
have been reduced to zero, the Group 1 Principal Distribution Amount remaining
after payments to the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B
and Class A-SB Certificates and the Class A-4FL Regular Interest have been made
on such Distribution Date, until the Class A-1A Certificates are reduced to
zero;

     Third, to the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B,
Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest,
pro rata (based upon the aggregate unreimbursed Collateral Support Deficit
allocated to each Class), until all amounts of Collateral Support Deficit
previously allocated to those Classes, but not previously reimbursed, have been
reimbursed in full; provided that Collateral Support Deficit for the Class A-4A
and Class A-4B Certificates and the Class A-4FL Regular Interest will be
distributed first to the Class A-4B Certificates and the Class A-4FL Regular
Interest, pro rata, and then to the Class A-4A Certificates.

     Fourth, to the Class A-J Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Fifth, following reduction of the Certificate Balances of the Class A
Certificates and the Class A-4FL Regular Interest to zero, to the Class A-J
Certificates, in reduction of its Certificate Balance, an amount equal to the
Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A Certificates and the Class A-4FL Regular Interest
on that Distribution Date), until that Class is reduced to zero;

     Sixth, to the Class A-J Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class A-J Certificates, but not
previously reimbursed, have been reimbursed in full;

     Seventh, to the Class B Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Eighth, following reduction of the Certificate Balances of the Class A
Certificates, the Class A-4FL Regular Interest and Class A-J Certificates to
zero, to the Class B Certificates, in reduction of their Certificate Balance,
an amount equal to the Principal Distribution Amount (or the portion of it
remaining after distributions on the Class A Certificates, the Class A-4FL
Regular Interest and Class A-J Certificates on that Distribution Date), until
the Certificate Balance of that Class is reduced to zero;

     Ninth, to the Class B Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class B Certificates, but not
previously reimbursed, have been reimbursed in full;

     Tenth, to the Class C Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Eleventh, following reduction of the Certificate Balances of the Class A
Certificates, the Class A-4FL Regular Interest, Class A-J Certificates and
Class B Certificates to zero, to the Class C Certificates, in reduction of
their Certificate Balance, an amount equal to the Principal Distribution Amount
(or the portion of it remaining after distributions on the Class A
Certificates, the Class A-4FL Regular Interest, Class A-J Certificates and
Class B Certificates on that Distribution Date), until the Certificate Balance
of that Class is reduced to zero;

     Twelfth, to the Class C Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class C Certificates, but not
previously reimbursed, have been reimbursed in full;

     Thirteenth, to the Class D Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Fourteenth, following reduction of the Certificate Balances of the Class A
Certificates, the Class A-4FL Regular Interest, Class A-J Certificates, Class B
Certificates and Class C Certificates to zero, to the Class D Certificates, in
reduction of their Certificate Balance, an amount equal to the


                                     S-114


Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A Certificates, the Class A-4FL Regular Interest,
Class A-J Certificates, Class B Certificates and Class C Certificates on that
Distribution Date), until the Certificate Balance of that Class is reduced to
zero;

     Fifteenth, to the Class D Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class D Certificates, but not
previously reimbursed, have been reimbursed in full;

     Sixteenth, to the Class E Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Seventeenth, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, Class A-J Certificates, Class
B Certificates, Class C Certificates and Class D Certificates to zero, to the
Class E Certificates, in reduction of their Certificate Balance, an amount
equal to the Principal Distribution Amount (or the portion of it remaining
after distributions on the Class A Certificates, the Class A-4FL Regular
Interest, Class A-J Certificates, Class B Certificates, Class C Certificates
and Class D Certificates on that Distribution Date), until the Certificate
Balance of that Class is reduced to zero;

     Eighteenth, to the Class E Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class E Certificates, but not
previously reimbursed, have been reimbursed in full;

     Nineteenth, to the Class F Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Twentieth, following reduction of the Certificate Balances of the Class A
Certificates, the Class A-4FL Regular Interest, Class A-J Certificates, Class B
Certificates, Class C Certificates, Class D Certificates and Class E
Certificates to zero, to the Class F Certificates, in reduction of their
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates,
the Class A-4FL Regular Interest, Class A-J Certificates, Class B Certificates,
Class C Certificates, Class D Certificates and Class E Certificates on that
Distribution Date), until the Certificate Balance of that Class is reduced to
zero;

     Twenty-first, to the Class F Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class F Certificates, but not
previously reimbursed, have been reimbursed in full;

     Twenty-second, to the Class G Certificates, in respect of interest up to
an amount equal to the Interest Distribution Amount for that Class;

     Twenty-third, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, Class A-J Certificates, Class
B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates and Class F Certificates to zero, to the Class G Certificates, in
reduction of their Certificate Balance, an amount equal to the Principal
Distribution Amount (or the portion of it remaining after distributions on the
Class A Certificates, the Class A-4FL Regular Interest, Class A-J Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates and Class F Certificates on that Distribution Date), until the
Certificate Balance of that Class is reduced to zero;

     Twenty-fourth, to the Class G Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class G Certificates,
but not previously reimbursed, have been reimbursed in full;

     Twenty-fifth, to the Class H Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;

     Twenty-sixth, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, Class A-J Certificates, Class
B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates and Class G Certificates to zero, to the
Class H Certificates, in reduction of their Certificate Balance, an amount
equal to the Principal


                                     S-115


Distribution Amount (or the portion of it remaining after distributions on the
Class A Certificates, the Class A-4FL Regular Interest, Class A-J Certificates,
Class B Certificates, Class C Certificates, Class D Certificates, Class E
Certificates, Class F Certificates and Class G Certificates on that
Distribution Date), until the Certificate Balance of that Class is reduced to
zero;

     Twenty-seventh, to the Class H Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class H Certificates,
but not previously reimbursed, have been reimbursed in full;

     Twenty-eighth, to the Class J Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;

     Twenty-ninth, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, 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 to zero, to the Class J Certificates, in reduction of their
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates,
the Class A-4FL Regular Interest, 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 on that
Distribution Date), until the Certificate Balance of that Class is reduced to
zero;

     Thirtieth, to the Class J Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class J Certificates, but not
previously reimbursed, have been reimbursed in full;

     Thirty-first, to the Class K Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;

     Thirty-second, following reduction of the Certificate Balances of the
Class A Certificates, the Class A-4FL Regular Interest, 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 to zero, to the Class K Certificates, in reduction of
their Certificate Balance, an amount equal to the Principal Distribution Amount
(or the portion of it remaining after distributions on the Class A
Certificates, the Class A-4FL Regular Interest, 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 on that Distribution Date), until the Certificate Balance of that
Class is reduced to zero;

     Thirty-third, to the Class K Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class K Certificates, but not
previously reimbursed, have been reimbursed in full;

     Thirty-fourth, to the Class L Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;

     Thirty-fifth, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, 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 to zero, to the Class L
Certificates, in reduction of their Certificate Balance, an amount equal to the
Principal Distribution Amount (or the portion of it remaining after
distributions on the Class A Certificates, the Class A-4FL Regular Interest,
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 on that
Distribution Date), until the Certificate Balance of that Class is reduced to
zero;

     Thirty-sixth, to the Class L Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class L Certificates, but not
previously reimbursed, have been reimbursed in full;

     Thirty-seventh, to the Class M Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;


                                     S-116


     Thirty-eighth, following reduction of the Certificate Balances of the
Class A Certificates, the Class A-4FL Regular Interest, 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 to zero, to
the Class M Certificates, in reduction of their Certificate Balance, an amount
equal to the Principal Distribution Amount (or the portion of it remaining
after distributions on the Class A Certificates, the Class A-4FL Regular
Interest, 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 on that Distribution Date), until the Certificate
Balance of that Class is reduced to zero;

     Thirty-ninth, to the Class M Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class M Certificates, but not
previously reimbursed, have been reimbursed in full;

     Fortieth, to the Class N Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Forty-first, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, 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 to zero, to the Class N Certificates, in reduction of their
Certificate Balance, an amount equal to the Principal Distribution Amount (or
the portion of it remaining after distributions on the Class A Certificates,
the Class A-4FL Regular Interest, 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 on that
Distribution Date), until the Certificate Balance of that Class is reduced to
zero;

     Forty-second, to the Class N Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class N Certificates, but not
previously reimbursed, have been reimbursed in full;

     Forty-third, to the Class O Certificates, in respect of interest, up to an
amount equal to the Interest Distribution Amount for that Class;

     Forty-fourth, following reduction of the Certificate Balances of the Class
A Certificates, the Class A-4FL Regular Interest, 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 Certificates to zero, to the Class O Certificates, in
reduction of their Certificate Balance, an amount equal to the Principal
Distribution Amount (or the portion of it remaining after distributions on the
Class A Certificates, the Class A-4FL Regular Interest, 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 Certificates on that Distribution Date), until the
Certificate Balance of that Class is reduced to zero;

     Forty-fifth, to the Class O Certificates, until all amounts of Collateral
Support Deficit previously allocated to the Class O Certificates, but not
previously reimbursed, have been reimbursed in full;

     Forty-sixth, to the Class NR Certificates, in respect of interest, up to
an amount equal to the Interest Distribution Amount for that Class;

     Forty-seventh, following reduction of the Certificate Balances of the
Class A Certificates, the Class A-4FL Regular Interest, 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


                                     S-117


Class O Certificates to zero, to the Class NR Certificates, in reduction of
their Certificate Balance, an amount equal to the Principal Distribution Amount
(or the portion of it remaining after distributions on the Class A
Certificates, the Class A-4FL Regular Interest, 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 on that Distribution Date), until
the Certificate Balance of that Class is reduced to zero;

     Forty-eighth, to the Class NR Certificates, until all amounts of
Collateral Support Deficit previously allocated to the Class NR Certificates,
but not previously reimbursed, have been reimbursed in full; and

     Forty-ninth, to the Class R Certificates, the amount, if any, of the
Available Distribution Amount remaining in the Upper-Tier Distribution Account,
and to the Class LR Certificates, the amount, if any, remaining in the
Lower-Tier Distribution Account with respect to that Distribution Date.

     Reimbursement of previously allocated Collateral Support Deficit will not
constitute distributions of principal for any purpose and will not result in an
additional reduction in the Certificate Balance of the Class of Certificates or
Class A-4FL Regular Interest in respect of which a reimbursement is made.

     Notwithstanding the distribution priority second set forth above, on and
after the Distribution Date on which the Certificate Balances of the
Subordinate Certificates have all been reduced to zero as a result of the
allocation of mortgage loan losses to those Certificates and the Class A-4FL
Regular Interest (that date, the "Cross-Over Date"), the Principal Distribution
Amount will be distributed pursuant to priority second set forth above, pro
rata (based upon their respective Certificate Balances), among the Class A
Certificates without regard to the priorities set forth above and without
regard to Loan Group; provided that the aggregate Principal Distribution
Amounts allocable to the Class A-4A and Class A-4B Certificates and the Class
A-4FL Regular Interest will continue to be distributed (i) first to the Class
A-4A Certificates until reduced to zero, and (ii) then, pro rata, to the Class
A-4B Certificates and the Class A-4FL Regular Interest until reduced to zero.

     Distributions on the Class A-4FL Certificates. On each Distribution Date,
for so long as the Certificate Balance of the Class A-4FL Regular Interest and,
correspondingly, the Class A-4FL Certificates has not been reduced to zero, the
Paying Agent is required to apply amounts on deposit in the Floating Rate
Account to the extent of the Class A-4FL Available Funds, in the following
order of priority:

     First, to the Class A-4FL Certificates in respect of interest, up to an
amount equal to the Class A-4FL Interest Distribution Amount;

     Second, to the Class A-4FL Certificates in respect of principal, the Class
A-4FL Principal Distribution Amount until the Certificate Balance of that Class
is reduced to zero; and

     Third, to the Class A-4FL Certificates until all amounts of Collateral
Support Deficit previously allocated to the Class A-4FL Certificates, but not
previously reimbursed, have been reimbursed in full. See "Description of the
Swap Contract" in this prospectus supplement.

     Pass-Through Rates. The interest rate (the "Pass-Through Rate") applicable
to each Class of Certificates and the Class A-4FL Regular Interest (other than
the Class S and the Residual Certificates) for any Distribution Date will equal
the rates set forth below:

     The Pass-Through Rate on the Class A-1 Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class A-2 Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class A-3 Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class A-4A Certificates is a per annum rate
equal to    %.

                                     S-118


     The Pass-Through Rate on the Class A-4B Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class A-4FL Regular Interest is a per annum
rate equal to    %.

     The Pass-Through Rate on the Class A-4FL Certificates is a per annum rate
equal to LIBOR plus    %; provided, however, under certain circumstances
described under "Description of the Swap Contract--The Swap Contract" in this
prospectus supplement, the Pass-Through Rate on the Class A-4FL Certificates
may be effectively reduced or may convert to a per annum rate equal to the
Pass-Through Rate on the Class A-4FL Regular Interest.

     The Pass-Through Rate on the Class A-SB Certificates is a per annum rate
equal to   %.

     The Pass-Through Rate on the Class A-1A Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class A-J Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class B Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class C Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class D Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class E Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class F Certificates is a per annum rate
equal to    %,.

     The Pass-Through Rate on the Class G Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class H Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class J Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class K Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class L Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class M Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class N Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class O Certificates is a per annum rate
equal to    %.

     The Pass-Through Rate on the Class NR Certificates is a per annum rate
equal to    %.

     The term "LIBOR" means, with respect to the Class A-4FL Certificates and
each Interest Accrual Period, the rate for deposits in U.S. Dollars, for a
period equal to one month, which appears on the Dow Jones Market Service
(formerly Telerate) Page 3750 as of 11:00 a.m., London time, on the related
LIBOR Determination Date. If such rate does not appear on Dow Jones Market
Service Page 3750, the rate for that Interest Accrual Period will be determined
on the basis of the rates at which deposits in U.S. Dollars are offered by any
four major reference banks in the London interbank market selected by the
Paying Agent to provide such bank's offered quotation of such rates at
approximately 11:00 a.m., London time, on the related LIBOR Determination Date
to prime banks in the London interbank market for a period of one month,
commencing on the first day of such Interest Accrual Period and in an amount
that is representative for a single such transaction in the relevant market at
the relevant time. The Paying Agent will request the principal London office of
any four major reference banks in the London interbank market selected by the
Paying Agent to provide a quotation of such rates, as offered by each such
bank. If at least two such quotations are provided, the rate for that Interest
Accrual Period will be the arithmetic mean of the quotations. If fewer than two
quotations are provided as requested, the rate for that Interest Accrual Period
will be the arithmetic mean of the rates quoted by major banks in New York City
selected by the Paying Agent, at approximately 11:00 a.m., New York City time,
on the LIBOR Determination Date with respect to such Interest Accrual Period
for loans in U.S. Dollars to leading European banks for a period equal to one
month, commencing on the LIBOR Determination Date with respect to such Interest
Accrual Period and in an amount that is representative for a single such
transaction in the relevant


                                     S-119


market at the relevant time. The Paying Agent will determine LIBOR for each
Interest Accrual Period, and the determination of LIBOR by the Paying Agent
will be binding absent manifest error.

     The "LIBOR Determination Date" for the Class A-4FL Certificates is (i)
with respect to the initial Interest Accrual Period, the date that is two LIBOR
Business Days prior to the Closing Date, and (ii) with respect to each Interest
Accrual Period thereafter, the date that is two LIBOR Business Days prior to
the beginning of the related Interest Accrual Period. A "LIBOR Business Day" is
any day on which commercial banks are open for international business
(including dealings in U.S. Dollar deposits) in London, England.

     The Pass-Through Rates applicable to the Class X-1 and Class X-2
Certificates for the initial Distribution Date will equal approximately    %
and    % per annum, respectively.

     The Pass-Through Rate for the Class X-1 Certificates for each Distribution
Date will equal the weighted average of the respective Class X-1 Strip Rates,
at which interest accrues from time to time on the respective components (the
"Class X-1 Component") of the Class X-1 Certificates outstanding immediately
prior to such Distribution Date (weighted on the basis of the respective
balances of those Class X-1 Components immediately prior to the Distribution
Date). Each Class X-1 Component will be comprised of all or a designated
portion of the Certificate Balance of one of the Classes of Principal Balance
Certificates or the Class A-4FL Regular Interest. In general, the Certificate
Balance of each Class of Principal Balance Certificates or the Class A-4FL
Regular Interest will constitute a separate Class X-1 Component. However, if a
portion, but not all, of the Certificate Balance of any particular Class of
Principal Balance Certificates or the Class A-4FL Regular Interest is
identified under "--General" above as being part of the Notional Amount of the
Class X-2 Certificates immediately prior to any Distribution Date, then the
identified portion of the Certificate Balance will also represent one or more
separate Class X-1 Components for purposes of calculating the Pass-Through Rate
of the Class X-1 Certificates, and the remaining portion of the Certificate
Balance will represent one or more separate Class X-1 Components for purposes
of calculating the Pass-Through Rate of the Class X-1 Certificates. For each
Distribution Date through and including the Distribution Date in August 2012,
the "Class X-1 Strip Rate" for each Class X-1 Component will be calculated as
follows:

          (a) if such Class X-1 Component consists of the entire Certificate
     Balance of any Class of Principal Balance Certificates or the Class A-4FL
     Regular Interest, and if the Certificate Balance also constitutes, in its
     entirety, a Class X-2 Component immediately prior to the Distribution Date,
     then the applicable Class X-1 Strip Rate will equal the excess, if any, of
     (a) the WAC Rate for the Distribution Date, over (b)(x) with respect to the
     Class A-J Certificates, the sum of (i) the Class X-2 Strip Rate for the
     applicable Class X-2 Component and (ii) the Pass-Through Rate in effect for
     the Distribution Date for the applicable Class of Principal Balance
     Certificates and (y) for each other Class of Principal Balance Certificates
     and the Class A-4FL Regular Interest, the greater of (i) the reference rate
     specified on Schedule I for such Distribution Date and (ii) the
     Pass-Through Rate in effect for the Distribution Date for the applicable
     Class of Principal Balance Certificates or the Class A-4FL Regular
     Interest;

          (b) if such Class X-1 Component consists of a designated portion (but
     not all) of the Certificate Balance of any Class of Principal Balance
     Certificates or the Class A-4FL Regular Interest, and if the designated
     portion of the Certificate Balance also constitutes a Class X-2 Component
     immediately prior to the Distribution Date, then the applicable Class X-1
     Strip Rate will equal the excess, if any, of (a) the WAC Rate for the
     Distribution Date, over (b)(x) with respect to the Class A-J Certificates,
     the sum of (i) the Class X-2 Strip Rate for the applicable Class X-2
     Component and (ii) the Pass-Through Rate in effect for the Distribution
     Date for the applicable Class of Principal Balance Certificates and (y) for
     each other Class of Principal Balance Certificates and the Class A-4FL
     Regular Interest, the greater of (i) the reference rate specified on
     Schedule I for such Distribution Date and (ii) the Pass-Through Rate in
     effect for the Distribution Date for the applicable Class of Principal
     Balance Certificates or the Class A-4FL Regular Interest;


                                     S-120


          (c) if such Class X-1 Component consists of the entire Certificate
     Balance of any Class of Principal Balance Certificates or the Class A-4FL
     Regular Interest, and if the Certificate Balance does not, in whole or in
     part, also constitute a Class X-2 Component immediately prior to the
     Distribution Date, then the applicable Class X-1 Strip Rate will equal the
     excess, if any, of (a) the WAC Rate for the Distribution Date, over (b) the
     Pass-Through Rate in effect for the Distribution Date for the applicable
     Class of Principal Balance Certificates or the Class A-4FL Regular
     Interest; and

          (d) if such Class X-1 Component consists of a designated portion (but
     not all) of the Certificate Balance of any Class of Principal Balance
     Certificates or the Class A-4FL Regular Interest, and if the designated
     portion of the Certificate Balance does not also constitute a Class X-2
     Component immediately prior to the Distribution Date, then the applicable
     Class X-1 Strip Rate will equal the excess, if any, of (a) the WAC Rate for
     the Distribution Date, over (b) the Pass-Through Rate in effect for the
     Distribution Date for the applicable Class of Principal Balance
     Certificates or the Class A-4FL Regular Interest.

     For each Distribution Date after the Distribution Date in August 2012, the
Certificate Balance of each Class of Principal Balance Certificates and the
Class A-4FL Regular Interest will constitute one or more separate Class X-1
Components, and the applicable Class X-1 Strip Rate with respect to each such
Class X-1 Component for each Distribution Date will equal the excess, if any,
of (a) the WAC Rate for the Distribution Date, over (b) the Pass-Through Rate
in effect for the Distribution Date for the Class of Principal Balance
Certificates and the Class A-4FL Regular Interest whose Certificate Balance
makes up the applicable Class X-1 Component.

     The Pass-Through Rate for the Class X-2 Certificates, for each
Distribution Date through and including the Distribution Date in August 2012,
will equal the weighted average of the respective Class X-2 Strip Rates, at
which interest accrues from time to time on the respective components (each, a
"Class X-2 Component") of the Class X-2 Certificates outstanding immediately
prior to the Distribution Date (weighted on the basis of the balances of the
applicable Class X-2 Components immediately prior to the Distribution Date).
Each Class X-2 Component will be comprised of all or a designated portion of
the Certificate Balance of a specified Class of Principal Balance Certificates
and the Class A-4FL Regular Interest. If all or a designated portion of the
Certificate Balance of any Class of Principal Balance Certificates and the
Class A-4FL Regular Interest is identified under "--General" above as being
part of the Notional Amount of the Class X-2 Certificates immediately prior to
any Distribution Date, then that Certificate Balance (or designated portion of
that Certificate Balance) will represent one or more separate Class X-2
Components for purposes of calculating the Pass-Through Rate of the Class X-2
Certificates. For each Distribution Date through and including the Distribution
Date in August 2012, the "Class X-2 Strip Rate" for each Class X-2 Component
will equal:

     (x) with respect to the Class A-J Certificates, the lesser of:

          (a) the Class X-2 Fixed Strip Rate (as defined in the table below),
     and

          (b) the WAC Rate for such Distribution Date less the Pass-Through Rate
     in effect on such Distribution Date for the Class of Principal Balance
     Certificates whose Certificate Balance, or a designated portion of that
     Certificate Balance, comprises such Class X-2 Component, and

     (y) with respect to each other Class of Principal Balance Certificates and
the Class A-4FL Regular Interest, the excess, if any, of:

          (a) the lesser of (a) the reference rate specified on Schedule I for
     such Distribution Date and (b) the WAC Rate for such Distribution Date,
     over

          (b) the Pass-Through Rate in effect on such Distribution Date for the
     Class of Principal Balance Certificates and the Class A-4FL Regular
     Interest whose Certificate Balance, or a designated portion of that
     Certificate Balance, comprises such Class X-2 Component.

     After the Distribution Date in August 2012, the Class X-2 Certificates
will cease to accrue interest and will have a 0% Pass-Through Rate.


                                     S-121



   CLASS X-2 COMPONENT RELATING TO THE
 FOLLOWING PRINCIPAL BALANCE CERTIFICATE              CLASS X-2 FIXED STRIP RATE
- -----------------------------------------             --------------------------
Class   .................................                               %


     The Pass-Through Rate on each Class of Offered Certificates for the first
Distribution Date is expected to be as set forth on page S-6 of this prospectus
supplement. The Pass-Through Rate on the Class A-4FL Regular Interest for the
first Distribution Date is expected to be a per annum rate equal to    %,
subject to a maximum Pass-Through Rate equal to the WAC Rate.

     The "WAC Rate" with respect to any Distribution Date is equal to the
weighted average of the applicable Net Mortgage Rates for the mortgage loans
weighted on the basis of their respective Stated Principal Balances as of the
Closing Date, in the case of the first Distribution Date, or, for all other
Distribution Dates, the preceding Distribution Date.

     The "Net Mortgage Rate" for each mortgage loan is equal to the related
Mortgage Rate in effect from time to time, less the related Administrative Cost
Rate; provided, however, that for purposes of calculating Pass-Through Rates,
the Net Mortgage Rate for any mortgage loan will be determined without regard
to any modification, waiver or amendment of the terms of the mortgage loan,
whether agreed to by the Master Servicer, the Special Servicer or resulting
from a bankruptcy, insolvency or similar proceeding involving the related
borrower. Notwithstanding the foregoing, for mortgage loans that do not accrue
interest on a 30/360 Basis, then, solely for purposes of calculating the
Pass-Through Rate on the Certificates, the Net Mortgage Rate of the mortgage
loan 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 the
mortgage 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 required to be
paid in respect of the mortgage loan during the one-month period at the related
Net Mortgage Rate; provided, however, that with respect to each Withheld Loan,
the Net Mortgage Rate for the one month period (1) 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 less the related Administrative Cost Rate, and (2) prior to the
due date in March, will be determined inclusive of the amounts withheld for the
immediately preceding February and, if applicable, January.

     "Administrative Cost Rate" as of any date of determination and with
respect to any mortgage loan will be equal to the sum of the Servicing Fee Rate
and the Trustee Fee Rate.

     "Mortgage Rate" with respect to any mortgage loan is the per annum rate at
which interest accrues on the mortgage loan as stated in the related Mortgage
Note in each case without giving effect to any default rate or an increased
interest rate.

     "Excess Interest" with respect to each ARD Loan is the interest accrued at
the related Revised Rate in respect of each ARD Loan in excess of the interest
accrued at the related Initial Rate, plus any related interest, to the extent
permitted by applicable law.

     Interest Distribution Amount. Interest will accrue for each Class of
Certificates (other than the Class S Certificates and Residual Certificates)
and the Class A-4FL Regular Interest during the related Interest Accrual
Period. The "Interest Distribution Amount" of any Class of Certificates (other
than the Class A-4FL Certificates, Class S Certificates and Residual
Certificates) or the Class A-4FL Regular Interest for any Distribution Date is
an amount equal to all Distributable Certificate Interest in respect of that
Class of Certificates or the Class A-4FL Regular Interest for that Distribution
Date and, to the extent not previously paid, for all prior Distribution Dates.
The "Class A-4FL Interest Distribution Amount" will be, with respect to any
Distribution Date, the sum of (a) interest accrued during the related Interest
Accrual Period at the applicable Pass-Through Rate for the Class A-4FL
Certificates on the Certificate Balance of such Class and (b) to the extent not
previously paid, amounts of interest distributable on the Class A-4FL
Certificates for all previous Distribution Dates, less (c) the excess if any,
of (i) the product of (A) 1/12th, (B)  % and (C) the Certificate Balance of the
Class A-4FL Certificates for such Distribution Date, over (ii) the


                                     S-122


product of (A) 1/12th, (B) the WAC Rate for such Distribution Date and (C) the
Certificate Balance of the Class A-4FL Certificates for such Distribution Date.
See "Description of the Swap Contract" in this prospectus supplement.

     The "Interest Accrual Period" in respect of each Class of Certificates
(other than the Class S Certificates, Residual Certificates and the Class A-4FL
Certificates) and the Class A-4FL Regular Interest for each Distribution Date
will be the calendar month prior to the calendar month in which that
Distribution Date occurs. With respect to the Class A-4FL Certificates, the
Interest Accrual Period will be the period from and including the Distribution
Date in the month preceding the month in which the related Distribution Date
occurs (or, in the case of the first Distribution Date, the Closing Date) to,
but excluding, the related Distribution Date. Except with respect to the Class
A-4FL Certificates, interest will be calculated assuming that each month has 30
days and each year has 360 days. With respect to the Class A-4FL Certificates,
the Interest Accrual Period will be calculated on the basis of the actual
number of days in the related interest accrual period and assuming each year
has 360 days. See "Description of the Swap Contract" in this prospectus
supplement.

     The "Distributable Certificate Interest" in respect of each Class of
Certificates (other than the Class A-4FL Certificates, the Class S Certificates
and the Residual Certificates) and the Class A-4FL Regular Interest for each
Distribution Date is equal to one month's interest at the Pass-Through Rate
applicable to that Class of Certificates or the Class A-4FL Regular Interest,
respectively, for that Distribution Date accrued for the related Interest
Accrual Period on the related Certificate Balance or Notional Amount, as the
case may be, outstanding immediately prior to that Distribution Date, reduced
(other than in the case of the Class X Certificates) (to not less than zero) by
such Class of Certificates' or Class A-4FL Regular Interest's, as the case may
be, allocable share (calculated as described below) of the aggregate of any
Prepayment Interest Shortfalls resulting from any principal prepayments made on
the mortgage loans during the related Due Period that are not covered by the
Master Servicer's Compensating Interest Payment for the related Distribution
Date (the aggregate of the Prepayment Interest Shortfalls that are not so
covered, as to the related Distribution Date, the "Net Aggregate Prepayment
Interest Shortfall").

     The portion of the Net Aggregate Prepayment Interest Shortfall for any
Distribution Date that is allocable to each Class of Certificates (other than
the Class A-4FL Certificates, the Class S Certificates, the Residual
Certificates and the Class X Certificates) and the Class A-4FL Regular Interest
will equal the product of (a) the Net Aggregate Prepayment Interest Shortfall,
multiplied by (b) a fraction, the numerator of which is equal to the Interest
Distribution Amount in respect of that Class of Certificates or the Class A-4FL
Regular Interest, respectively, as the case may be, for the related
Distribution Date, and the denominator of which is equal to the aggregate
Interest Distribution Amount in respect of all Classes of Certificates (other
than the Class A-4FL Certificates, the Class S Certificates, the Residual
Certificates and the Class X Certificates) for the related Distribution Date.
Any allocation of Net Aggregate Prepayment Interest Shortfall to the Class
A-4FL Regular Interest will result in a corresponding dollar-for-dollar
reduction in interest paid by the Swap Counterparty to the Class A-4FL
Certificateholders. See "Description of the Swap Contract" in this prospectus
supplement.

     Principal Distribution Amount. So long as the Class A-SB, Class A-4B
Certificates or Class A-4FL Regular Interest and the Class A-1A Certificates
remain outstanding, the Principal Distribution Amount for each Distribution
Date will be calculated on a Loan Group-by-Loan Group basis. On each
Distribution Date after the Certificate Balance of either the Class A-SB Class
A-4B Certificates and Class A-4FL Regular Interest or the Class A-1A
Certificates has been reduced to zero, a single Principal Distribution Amount
will be calculated in the aggregate for both Loan Groups. The "Principal
Distribution Amount" for any Distribution Date is an amount equal to the sum of
(a) the Principal Shortfall for that Distribution Date, (b) the Scheduled
Principal Distribution Amount for that Distribution Date and (c) the
Unscheduled Principal Distribution Amount for that 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,
with interest on such Nonrecoverable Advances that are paid or


                                     S-123


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 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, that in the case of clause (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).

     The "Group 1 Principal Distribution Amount" for any Distribution Date is
an amount equal to the sum of (a) the Group 1 Principal Shortfall for that
Distribution Date, (b) the Scheduled Principal Distribution Amount for Loan
Group 1 for that Distribution Date and (c) the Unscheduled Principal
Distribution Amount for Loan Group 1 for that Distribution Date; provided, that
the Group 1 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 Loan Group 1 in a period during
which such principal collections would have otherwise been included in the
Group 1 Principal Distribution Amount for that Distribution Date, (ii)
Workout-Delayed Reimbursement Amounts that are paid or reimbursed from
principal collections on the mortgage loans in Loan Group 1 in a period during
which such principal collections would have otherwise been included in the
Group 1 Principal Distribution Amount for that Distribution Date and (iii)
following the reimbursements described in clauses (i) and (ii), the excess, if
any of (A) the total amount of Nonrecoverable Advances and Workout-Delayed
Reimbursement Amounts, plus interest on such Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts, that would have been paid or reimbursed
from principal collections on the mortgage loans in Loan Group 2 as described
in clauses (i) and (ii) of the definition of "Group 2 Principal Distribution
Amount" had the aggregate amount available for distribution of principal with
respect to Loan Group 2 been sufficient to make such reimbursements in full,
over (B) the aggregate amount available for distribution of principal with
respect to Loan Group 2 for that Distribution Date (provided, further, (I) that
in the case of clauses (i) and (ii) above, if any of such amounts reimbursed
from principal collections on the mortgage loans in Loan Group 1 are
subsequently recovered on the related mortgage loan, subject to the application
of any recovery to increase the Group 2 Principal Distribution Amount as
required under clause (II) of the definition of "Group 2 Principal Distribution
Amount", such recovery will be applied to increase the Group 1 Principal
Distribution Amount for the Distribution Date related to the period in which
such recovery occurs; and (II) that in the case of clause (iii) above, if any
of such amounts reimbursed from principal collections on the mortgage loans in
Loan Group 2 are subsequently recovered on the related mortgage loan, such
recovery will first be applied to increase the Group 1 Principal Distribution
Amount up to such amounts and then to increase the Group 2 Principal
Distribution Amount).

     The "Group 2 Principal Distribution Amount" for any Distribution Date is
an amount equal to the sum of (a) the Group 2 Principal Shortfall for that
Distribution Date, (b) the Scheduled Principal Distribution Amount for Loan
Group 2 for that Distribution Date and (c) the Unscheduled Principal
Distribution Amount for Loan Group 2 for that Distribution Date; provided, that
the Group 2 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 Loan Group 2 in a period during
which such principal collections would have otherwise been included in the
Group 2 Principal Distribution Amount for that Distribution Date, (ii)
Workout-Delayed Reimbursement Amounts that are paid or reimbursed from
principal collections on the mortgage loans in Loan Group 2 in a period during
which such principal collections would have otherwise been included in the
Group 2 Principal Distribution Amount for that Distribution Date and (iii)
following the reimbursements described in clauses (i) and (ii), the


                                     S-124


excess, if any of (A) the total amount of Nonrecoverable Advances and
Workout-Delayed Reimbursement Amounts, plus interest on such Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts, that would have been paid
or reimbursed from principal collections on the mortgage loans in Loan Group 1
as described in clauses (i) and (ii) of the definition of "Group 1 Principal
Distribution Amount" had the aggregate amount available for distribution of
principal with respect to Loan Group 1 been sufficient to make such
reimbursements in full, over (B) the aggregate amount available for
distribution of principal with respect to Loan Group 1 for that Distribution
Date (provided, further, (I) that, in the case of clauses (i) and (ii) above,
if any of such amounts reimbursed from principal collections on the mortgage
loans in Loan Group 2 are subsequently recovered on the related mortgage loan,
subject to the application of any recovery to increase the Group 1 Principal
Distribution Amount as required under clause (II) of the definition of "Group 1
Principal Distribution Amount", such recovery will be applied to increase the
Group 2 Principal Distribution Amount for the Distribution Date related to the
period in which such recovery occurs; and (II) that in the case of clause (iii)
above, if any of such amounts reimbursed from principal collections on the
mortgage loans in Loan Group 1 are subsequently recovered on the related
mortgage loan, such recovery will first be applied to increase the Group 2
Principal Distribution Amount up to such amounts and then to increase the Group
1 Principal Distribution Amount).

     The "Scheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of the principal portions of (a) all Periodic Payments
(excluding balloon payments and Excess Interest) due during or, if and to the
extent not previously received or advanced and distributed to
Certificateholders on a preceding Distribution Date, prior to the related Due
Period and all Assumed Scheduled Payments for the related Due Period, in each
case to the extent paid by the related borrower as of the related Determination
Date (or, with respect to each mortgage loan with a due date occurring, or a
grace period ending, after the related Determination Date, the related due date
or last day of such grace period, as applicable, or advanced by the Master
Servicer or the Trustee, as applicable, and (b) all balloon payments to the
extent received on or prior to the related Determination Date (or, with respect
to each mortgage loan with a due date occurring, or a grace period ending,
after the related Determination Date, the related due date or, last day of such
grace period, as applicable, to the extent received by the Master Servicer as
of the business day preceding the related Master Servicer Remittance Date), and
to the extent not included in clause (a) above. The Scheduled Principal
Distribution Amount from time to time will include all late payments of
principal made by a borrower, including late payments in respect of a
delinquent balloon payment, regardless of the timing of those late payments,
except to the extent those late payments are otherwise reimbursable to the
Master Servicer or the Trustee, as the case may be, for prior Advances.

     The "Unscheduled Principal Distribution Amount" for each Distribution Date
will equal the aggregate of: (a) all prepayments of principal received on the
mortgage loans as of the business day preceding the related Master Servicer
Remittance Date and (b) any other collections (exclusive of payments by
borrowers) received on the mortgage loans and any REO Properties subsequent to
the related Determination Date (or, with respect to voluntary prepayments of
principal of each mortgage loan, with a due date occurring after the related
Determination Date, subsequent to the related due date) whether in the form of
Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents,
and profits from REO Property or otherwise, that were identified and applied by
the Master Servicer as recoveries of previously unadvanced principal of the
related mortgage loan; provided that all such Liquidation Proceeds and
Insurance and Condemnation Proceeds shall be reduced by any unpaid Special
Servicing Fees, Liquidation Fees, accrued interest on Advances and other
additional trust fund expenses incurred in connection with the related mortgage
loan, thus reducing the Unscheduled Principal Distribution Amount.

     The "Assumed Scheduled Payment" for any Due Period and with respect to any
mortgage loan that is delinquent in respect of its balloon payment (including
any REO Loan as to which the balloon payment would have been past due), is an
amount equal to the sum of (a) the principal


                                     S-125


portion of the Periodic Payment that would have been due on that mortgage loan
on the related due date based on the constant payment required by the related
Mortgage Note or the original amortization schedule of the mortgage loan (as
calculated with interest at the related Mortgage Rate), if applicable, assuming
the related balloon payment has not become due, after giving effect to any
reduction in the principal balance occurring in connection with a default or a
bankruptcy modification, and (b) interest on the Stated Principal Balance of
that mortgage loan at its Mortgage Rate (net of the applicable rate at which
the Servicing Fee is calculated).

     For purposes of the foregoing definition of Principal Distribution Amount,
the term "Principal Shortfall" for any Distribution Date means the amount, if
any, by which (1) the Principal Distribution Amount for the prior Distribution
Date exceeds (2) the aggregate amount distributed in respect of principal on
the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB, Class
A-1A, 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 and Class NR Certificates
and the Class A-4FL Regular Interest on the preceding Distribution Date. There
will be no Principal Shortfall on the first Distribution Date.

     For purposes of the foregoing definition of Group 1 Principal Distribution
Amount, the term "Group 1 Principal Shortfall" for any Distribution Date means
the amount, if any, by which (1) the lesser of (a) the Group 1 Principal
Distribution Amount for the prior Distribution Date and (b) the Certificate
Balance of the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B and
Class A-SB Certificates and the Class A-4FL Regular Interest, exceeds (2) the
aggregate amount distributed in respect of principal on the Class A-1, Class
A-2, Class A-3 and Class A-4A, Class A-4B and Class A-SB Certificates and the
Class A-4FL Regular Interest on the preceding Distribution Date. There will be
no Group 1 Principal Shortfall on the first Distribution Date.

     For purposes of the foregoing definition of Group 2 Principal Distribution
Amount, the term "Group 2 Principal Shortfall" for any Distribution Date means
the amount, if any, by which (1) the lesser of (a) the Group 2 Principal
Distribution Amount for the prior Distribution Date and (b) the Certificate
Balance of the Class A-1A Certificates, exceeds (2) the aggregate amount
distributed in respect of principal on the Class A-1A Certificates on the
preceding Distribution Date. There will be no Group 2 Principal Shortfall on
the first Distribution Date.

     With respect to any Distribution Date, the amount of principal
distributions to the Class A-4FL Certificates will be equal to the amount of
principal distributions to the Class A-4FL Regular Interest as described under
"Description of the Swap Contract--Distributions" in this prospectus
supplement.

     With respect to any Distribution Date, the "Class A-4FL Principal
Distribution Amount" will be an amount equal to the amount of principal
allocated in respect of the Class A-4FL Regular Interest on such Distribution
Date. See "Description of the Certificates--Distributions--Priority" and
"Description of the Swap Contract" in this prospectus supplement.

     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 Schedule
II to this prospectus supplement. Such balances were calculated using, among
other things, certain weighted average life assumptions.

     Based on the assumptions used to calculate the Class A-SB Planned
Principal Balance, the Certificate Balance of the Class A-SB Certificates on
each Distribution Date would be expected to be reduced to the balance indicated
for such Distribution Date in the table set forth in Schedule II to this
prospectus supplement. There is no assurance, however, that the mortgage loans
will perform in conformity with our assumptions. Therefore, there can be no
assurance that the Certificate 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-3, Class A-4A, Class A-4B Certificates and
the Class A-4FL Regular Interest have been reduced to zero, any portion of the
Principal Distribution Amount remaining on any Distribution Date, will be
distributed on the Class A-SB Certificates until the Certificate Balance of
that Class has been reduced to zero. See "Yield and Maturity
Considerations--Weighted Average Life" in this prospectus supplement.


                                     S-126


     Certain Calculations with Respect to Individual Mortgage Loans. The Stated
Principal Balance of each mortgage loan outstanding at any time represents the
principal balance of the mortgage loan ultimately due and payable to the
Certificateholders. The "Stated Principal Balance" of each mortgage loan will
initially equal its Cut-off Date Balance and, on each Distribution Date, will
be reduced by the amount of principal payments received from the related
borrower or advanced for such Distribution Date. The Stated Principal Balance
of a mortgage loan may also be reduced in connection with any forced reduction
of its actual unpaid principal balance imposed by a court presiding over a
bankruptcy proceeding in which the related borrower is the debtor. See "Certain
Legal Aspects of Mortgage Loans--Bankruptcy Laws" in the prospectus. If any
mortgage loan is paid in full or the mortgage loan (or any Mortgaged Property
acquired in respect of the mortgage loan) is otherwise liquidated, then, as of
the first Distribution Date that follows the end of the Due Period in which
that payment in full or liquidation occurred and notwithstanding that a loss
may have occurred in connection with any liquidation, the Stated Principal
Balance of the mortgage loan will be zero.

     For purposes of calculating distributions on, and allocations of,
Collateral Support Deficit to the Certificates or the Class A-4FL Regular
Interest, as well as for purposes of calculating the Servicing Fee and Trustee
Fee payable each month, each REO Property will be treated as if there exists
with respect to such REO Property an outstanding mortgage loan (including any
REO Property with respect to the Universal Hotel Portfolio Whole Loan held
pursuant to the Universal Hotel Portfolio Pooling Agreement) (an "REO Loan"),
and all references to mortgage loan, mortgage loans and pool of mortgage loans
in this prospectus supplement and in the prospectus, when used in that context,
will be deemed to also be references to or to also include, as the case may be,
any REO Loans. Each REO Loan will generally be deemed to have the same
characteristics as its actual predecessor mortgage loan, including the same
fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same
unpaid principal balance and Stated Principal Balance. Amounts due on the
predecessor mortgage loan, including any portion of it payable or reimbursable
to the Master Servicer or Special Servicer, will continue to be "due" in
respect of the REO Loan; and amounts received in respect of the related REO
Property, net of payments to be made, or reimbursement to the Master Servicer
or Special Servicer for payments previously advanced, in connection with the
operation and management of that property, generally will be applied by the
Master Servicer as if received on the predecessor mortgage loan.

     Excess Interest. On each Distribution Date, the Paying Agent is required
to distribute any Excess Interest received with respect to ARD Loans on or
prior to the related Determination Date to the Class S Certificates.

ALLOCATION OF YIELD MAINTENANCE CHARGES AND PREPAYMENT PREMIUMS

     On any Distribution Date, Yield Maintenance Charges, if any, collected in
respect of the mortgage loans during the related Due Period will be required to
be distributed by the Paying Agent to the holders of each Class of Offered
Certificates (excluding the Class A-4FL and Class X-2 Certificates), the Class
A-4FL Regular Interest and the Class A-1A, Class E, Class F, Class G and Class
H Certificates in the following manner: the holders of each Class of Offered
Certificates (excluding the Class A-4FL and Class X-2 Certificates) and the
Class A-4FL Regular Interest and the Class A-1A, Class E, Class F, Class G and
Class H Certificates will be entitled to receive, with respect to the related
Loan Group, as applicable, on each Distribution Date an amount of Yield
Maintenance Charges equal to the product of (a) a fraction whose numerator is
the amount of principal distributed to such Class on such Distribution Date and
whose denominator is the total amount of principal distributed to all of the
Certificates representing principal payments in respect of mortgage loans in
Loan Group 1 or Loan Group 2, as applicable, on such Distribution Date, (b) the
Base Interest Fraction for the related principal prepayment and such Class of
Certificates or the Class A-4FL Regular Interest, as applicable, and (c) the
Yield Maintenance Charges collected on such principal prepayment during the
related Due Period. If there is more than one such Class of Certificates or the
Class A-4FL Regular Interest entitled to distributions of principal, with
respect to the related Loan Group, as applicable, on any particular
Distribution


                                     S-127


Date on which Yield Maintenance Charges are distributable, the aggregate amount
of such Yield Maintenance Charges will be allocated among all such Classes of
Certificates and the Class A-4FL Regular Interest up to, and on a pro rata
basis in accordance with, their respective entitlements thereto in accordance
with the first sentence of this paragraph. Any Yield Maintenance Charges
collected during the related Due Period remaining after such distributions will
be distributed to the holders of the Class X-1 Certificates.

     On any Distribution Date, for so long as the Swap Contract is in effect,
Yield Maintenance Charges distributable in respect of the Class A-4FL Regular
Interest will be payable to the Swap Counterparty and on any Distribution Date
on which the Swap Contract is not in effect, Yield Maintenance Charges
distributable in respect of the Class A-4FL Regular Interest will be payable to
the holders of the Class A-4FL Certificates. See "Description of the Swap
Contract" in this prospectus supplement.

     The "Base Interest Fraction" with respect to any principal prepayment on
any mortgage loan and with respect to any Class of the Class A-1, Class A-2,
Class A-3, Class A-4A, Class A-4B, Class A-SB, Class A-1A, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G and Class H Certificates and the
Class A-4FL Regular Interest is a fraction (A) whose numerator is the greater
of (x) zero and (y) the difference between (i) the Pass-Through Rate on such
Class of Certificates or the Class A-4FL Regular Interest, as applicable, and
(ii) the Discount Rate used in calculating the Yield Maintenance Charge with
respect to such principal prepayment and (B) whose denominator is the
difference between (i) the Mortgage Rate on the related mortgage loan and (ii)
the Discount Rate used in calculating the Yield Maintenance Charge with respect
to such principal prepayment; provided, however, that under no circumstances
will the Base Interest Fraction be greater than one. If such Discount Rate is
greater than the Mortgage Rate on the related mortgage loan, then the Base
Interest Fraction will equal zero.

     For a description of Yield Maintenance Charges, see "Description of the
Mortgage Pool--Certain Terms and Conditions of the Mortgage Loans--Prepayment
Provisions" in this prospectus supplement. See also "Risk Factors--Risks
Relating to Enforceability of Yield Maintenance Charges, Prepayment Premiums or
Defeasance Provisions" in this prospectus supplement and "Certain Legal Aspects
of Mortgage Loans--Default Interest and Limitations on Prepayments" in the
prospectus regarding the enforceability of Yield Maintenance Charges.

ASSUMED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE

     The "Assumed Final Distribution Date" with respect to any Class of Offered
Certificates is the Distribution Date on which the aggregate Certificate
Balance of that Class of Certificates would be reduced to zero based on the
assumptions set forth below. The Assumed Final Distribution Date will in each
case be as follows:


   CLASS DESIGNATION                             ASSUMED FINAL DISTRIBUTION DATE
- ----------------------------------              --------------------------------
Class A-1 ........................                        May 15, 2010
Class A-2 ........................                      August 15, 2010
Class A-3 ........................                        May 15, 2013
Class A-4A .......................                       July 15, 2015
Class A-4B .......................                       July 15, 2015
Class A-4FL ......................                       July 15, 2015
Class A-SB .......................                     February 15, 2015
Class X-2 ........................                      August 15, 2012
Class A-J ........................                      August 15, 2015
Class B ..........................                      August 15, 2015
Class C ..........................                      August 15, 2015
Class D ..........................                      August 15, 2015


     The Assumed Final Distribution Dates set forth above were calculated
without regard to any delays in the collection of balloon payments and without
regard to a reasonable liquidation time


                                     S-128


with respect to any mortgage loans that may become delinquent. Accordingly, in
the event of defaults on the mortgage loans, the actual final Distribution Date
for one or more Classes of the Offered Certificates may be later, and could be
substantially later, than the related Assumed Final Distribution Date(s).

     In addition, the Assumed Final Distribution Dates set forth above were
calculated on the basis of a 0% CPR and assuming the ARD Loans are prepaid in
full on their respective Anticipated Repayment Dates. Since the rate of payment
(including prepayments) of the mortgage loans may exceed the scheduled rate of
payments, and could exceed the scheduled rate by a substantial amount, the
actual final Distribution Date for one or more Classes of the Offered
Certificates may be earlier, and could be substantially earlier, than the
related Assumed Final Distribution Date(s). The rate of payments (including
prepayments) on the mortgage loans will depend on the characteristics of the
mortgage loans, as well as on the prevailing level of interest rates and other
economic factors, and we cannot assure you as to actual payment experience.
Finally, the Assumed Final Distribution Dates were calculated assuming that
there would not be an early termination of the trust fund.

     The "Rated Final Distribution Date" for each Class of Offered Certificates
will be August 15, 2042, the first Distribution Date after the 24th month
following the end of the stated amortization term for the mortgage loan that,
as of the Cut-off Date, will have the longest remaining amortization term.

SUBORDINATION; ALLOCATION OF COLLATERAL SUPPORT DEFICIT

     The rights of holders of the Subordinate Certificates to receive
distributions of amounts collected or advanced on the mortgage loans will be
subordinated, to the extent described in this prospectus supplement, to the
rights of holders of the Senior Certificates. Moreover, to the extent described
in this prospectus supplement:

     o the rights of the holders of the Class NR Certificates will be
       subordinated to the rights of the holders of the Class O Certificates,

     o the rights of the holders of the Class O and Class NR Certificates will
       be subordinated to the rights of the holders of the Class N Certificates,


     o the rights of the holders of the Class N, Class O and Class NR
       Certificates will be subordinated to the rights of the holders of the
       Class M Certificates,

     o the rights of the holders of the Class M, Class N, Class O and Class NR
       Certificates will be subordinated to the rights of the holders of the
       Class L Certificates,

     o the rights of the holders of the Class L, Class M, Class N, Class O and
       Class NR Certificates will be subordinated to the rights of the holders
       of the Class K Certificates,

     o the rights of the holders of the Class K, Class L, Class M, Class N,
       Class O and Class NR Certificates will be subordinated to the rights of
       the holders of the Class J Certificates,

     o the rights of the holders of the Class J, Class K, Class L, Class M,
       Class N, Class O and Class NR Certificates will be subordinated to the
       rights of the holders of the Class H Certificates,

     o the rights of the holders of the Class H, Class J, Class K, Class L,
       Class M, Class N, Class O and Class NR Certificates will be subordinated
       to the rights of the holders of the Class G Certificates,

     o the rights of the holders of the Class G, Class H, Class J, Class K,
       Class L, Class M, Class N, Class O and Class NR Certificates will be
       subordinated to the rights of the holders of the Class F Certificates,

     o the rights of the holders of the Class F, Class G, Class H, Class J,
       Class K, Class L, Class M, Class N, Class O and Class NR Certificates
       will be subordinated to the rights of the holders of the Class E
       Certificates,


                                     S-129


     o the rights of the holders of the Class E, Class F, Class G, Class H,
       Class J, Class K, Class L, Class M, Class N, Class O and Class NR
       Certificates will be subordinated to the rights of the holders of the
       Class D Certificates,

     o the rights of the holders of the Class D, Class E, Class F, Class G,
       Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class
       NR Certificates will be subordinated to the rights of the holders of the
       Class C Certificates,

     o the rights of the holders of the Class C, Class D, Class E, Class F,
       Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O
       and Class NR Certificates will be subordinated to the rights of the
       holders of the Class B Certificates,

     o the rights of the holders of the Class B, Class C, Class D, Class E,
       Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
       Class O and Class NR Certificates will be subordinated to the rights of
       the holders of the Class A-J Certificates, and

     o the rights of the holders of the 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 and Class NR Certificates will be subordinated to the
       rights of the holders of the Senior Certificates.

     This subordination is intended to enhance the likelihood of timely receipt
by the holders of the Senior Certificates of the full amount of all interest
payable in respect of the Senior Certificates on each Distribution Date, and
the ultimate receipt by the holders of the Class A Certificates of principal in
an amount equal to, in each case, the entire Certificate Balance of the Class A
Certificates. Similarly, but to decreasing degrees, this subordination is also
intended to enhance the likelihood of timely receipt by the holders of the
Class A-J Certificates, the holders of the Class B Certificates, the holders of
the Class C Certificates and the holders of the Class D Certificates of the
full amount of interest payable in respect of that Class of Certificates on
each Distribution Date, and the ultimate receipt by the holders of the Class
A-J Certificates, the holders of the Class B Certificates, the holders of the
Class C Certificates and the holders of the Class D Certificates of principal
equal to the entire Certificate Balance of each of those Classes of
Certificates.

     The protection afforded to the holders of the Class D Certificates by
means of the subordination of the Non-Offered Certificates that are Subordinate
Certificates (the "Non-Offered Subordinate Certificates"), to the holders of
the Class C Certificates by the subordination of the Class D, Certificates and
the Non-Offered Subordinate Certificates, to the holders of the Class B
Certificates by the subordination of the Class C and Class D Certificates and
the Non-Offered Subordinate Certificates, to the holders of the Class A-J
Certificates by the subordination of the Class B, Class C and Class D
Certificates and the Non-Offered Subordinate Certificates and to the holders of
the Senior Certificates by means of the subordination of the Subordinate
Certificates will be accomplished by the application of the Available
Distribution Amount on each Distribution Date in accordance with the order of
priority described under "--Distributions" above and by the allocation of
Collateral Support Deficits in the manner described below. No other form of
credit support will be available for the benefit of the holders of the Offered
Certificates.

     After the Cross-Over Date has occurred, allocation of principal will be
made to the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB
and Class A-1A Certificates and the Class A-4FL Regular Interest that are still
outstanding, pro rata (except, with respect to the Class A-4A and Class A-4B
Certificates and Class A-4FL Regular Interest to the extent described in this
prospectus supplement), without regard to Loan Groups or the Class A-SB Planned
Principal Balance until their Certificate Balances have been reduced to zero.
Prior to the Cross-Over Date, allocation of principal will be made (i) with
respect to Loan Group 1, first to the Class A-SB Certificates until their
Certificate Balance has been reduced to the applicable Class A-SB Planned
Principal Balance, second to the Class A-1 Certificates until their Certificate
Balances have been reduced to zero, third to the Class A-2 Certificates until
their Certificate Balances have been reduced to zero, fourth to the Class A-3
Certificates until their Certificate Balances have been


                                     S-130


reduced to zero, fifth to the Class A-4A Certificates until their Certificate
Balances have been reduced to zero, sixth to the Class A-4B Certificates and
the Class A-4FL Regular Interest, pro rata, until their Certificate Balances
have been reduced to zero, seventh, to the Class A-SB Certificates until their
Certificate Balance has been reduced to zero, and then, if the Class A-1A
Certificates are still outstanding, to the Class A-1A Certificates until their
Certificate Balances have been reduced to zero and (ii) with respect to Loan
Group 2, to the Class A-1A Certificates until their Certificate Balances have
been reduced to zero and then, if any of the Class A-1, Class A-2, Class A-3,
Class A-4A, Class A-4B or Class A-SB Certificates or the Class A-4FL Regular
Interest are still outstanding, to each such Class in the priority described in
this paragraph above.

     Allocation to the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B,
Class A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest,
for so long as they are outstanding, of the entire Principal Distribution
Amount with respect to the related Loan Group for each Distribution Date will
have the effect of reducing the aggregate Certificate Balance of the Class A-1,
Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB and Class A-1A
Certificates and the Class A-4FL Regular Interest at a proportionately faster
rate than the rate at which the aggregate Stated Principal Balance of the pool
of mortgage loans will decline. Therefore, as principal is distributed to the
holders of the Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class
A-SB and Class A-1A Certificates and the Class A-4FL Regular Interest, the
percentage interest in the trust fund evidenced by the Class A-1, Class A-2,
Class A-3, Class A-4A, Class A-4B, Class A-SB and Class A-1A Certificates and
the Class A-4FL Regular Interest will be decreased (with a corresponding
increase in the percentage interest in the trust fund evidenced by the
Subordinate Certificates), thereby increasing, relative to their respective
Certificate Balances, the subordination afforded the Class A-1, Class A-2,
Class A-3, Class A-4A, Class A-4B, Class A-SB and Class A-1A Certificates and
the Class A-4FL Regular Interest by the Subordinate Certificates.

     Following retirement of the Class A-1, Class A-2, Class A-3, Class A-4A,
Class A-4B, Class A-SB and Class A-1A Certificates and the Class A-4FL Regular
Interest, the successive allocation on each Distribution Date of the remaining
Principal Distribution Amount to the Class A-J Certificates, Class B
Certificates, Class C Certificates and Class D Certificates, in that order, for
so long as they are outstanding, will provide a similar benefit to that Class
of Certificates as to the relative amount of subordination afforded by the
outstanding Classes of Certificates (other than the Class S Certificates, the
Class X Certificates and the Residual Certificates) with later alphabetical
Class designations.

     On each Distribution Date, immediately following the distributions to be
made to the Certificateholders on that date, the Paying Agent is required to
calculate the amount, if any, by which (1) the aggregate Stated Principal
Balance (for purposes of this calculation only, the aggregate Stated Principal
Balance will not be reduced by the amount of principal payments received on the
mortgage loans that were used to reimburse the Master Servicer, the Special
Servicer or the Trustee from general collections of principal on the mortgage
loans for Workout-Delayed Reimbursement Amounts, to the extent those amounts
are not otherwise determined to be Nonrecoverable Advances) of the mortgage
loans including any REO Loans expected to be outstanding immediately following
that Distribution Date is less than (2) the aggregate Certificate Balance of
the Certificates (other than the Class S and Class X Certificates and the
Residual Certificates) and Class A-4FL Regular Interest after giving effect to
distributions of principal on that Distribution Date (any deficit, "Collateral
Support Deficit"). The Paying Agent will be required to allocate any Collateral
Support Deficit among the respective Classes of Certificates and the Class
A-4FL Regular Interest as follows: to the Class NR, 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 and Class A-J Certificates in that order until the remaining
Certificate Balance of that Class of Certificates has been reduced to zero.
Following the reduction of the Certificate Balances of all Classes of
Subordinate Certificates to zero, the Paying Agent will be required to allocate
the Collateral Support Deficit among the Classes of Class A-1, Class A-2, Class
A-3, Class A-4A, Class A-4B, Class A-SB and Class A-1A Certificates and the
Class A-4FL Regular Interest, pro rata, without regard to Loan Groups (based
upon their respective Certificate Balances), until the


                                     S-131


remaining Certificate Balances of the Class A-1, Class A-2, Class A-3, Class
A-4A, Class A-4B, Class A-SB, Class A-1A Certificates and the Class A-4FL
Certificates have been reduced to zero; provided, however, any Collateral
Support Deficit allocated to the Class A-4A or Class A-4B Certificates or the
Class A-FL Regular Interest will be allocated first, pro rata, to the Class
A-4B Certificates and the Class A-4FL Regular Interest (and therefore the Class
A-4FL Certificates), and then, any remaining amount to the Class A-4A
Certificates. Any Collateral Support Deficit allocated to a Class of
Certificates (or, in the case of the Class A-4FL Certificates, a reduction in
Certificate Balance corresponding to any Collateral Support Deficit allocated
to the Class A-4FL Regular Interest) will be allocated among the respective
Certificates of such Class in proportion to the Percentage Interests evidenced
by the respective Certificates.

     Mortgage loan losses and Collateral Support Deficits will not be allocated
to the Class S, Class R or Class LR Certificates and will not be directly
allocated to the Class X Certificates. However, the Notional Amount of the
Class X Certificates may be reduced if the related Class of Certificates are
reduced by such loan losses or such Collateral Support Deficits, and any
Collateral Support Deficit allocated in reduction of the Certificate Balance of
the Class A-4FL Regular Interest will result in a corresponding reduction in
the Certificate Balance of the Class A-4FL Certificates.

     In general, Collateral Support Deficits could result from the occurrence
of: (1) losses and other shortfalls on or in respect of the mortgage loans,
including as a result of defaults and delinquencies on the mortgage loans,
Nonrecoverable Advances made in respect of the mortgage loans, the payment to
the Special Servicer of any compensation as described in "Servicing of the
Mortgage Loans--Servicing and Other Compensation and Payment of Expenses" in
this prospectus supplement, and the payment of interest on Advances and certain
servicing expenses; and (2) certain unanticipated, non-mortgage loan specific
expenses of the trust fund, including certain reimbursements to the Trustee as
described under "Description of the Pooling Agreements--Certain Matters
Regarding the Trustee" in the prospectus, certain reimbursements to the Paying
Agent as described under "Description of the Certificates--Paying Agent,
Certificate Registrar and Authenticating Agent" in this prospectus supplement,
certain reimbursements to the Master Servicer and the Depositor as described
under "Description of the Pooling Agreements--Certain Matters Regarding the
Master Servicer and the Depositor" in the 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--Federal
Income Tax Consequences for REMIC Certificates--Taxes That May Be Imposed on
the REMIC Pool" in the prospectus. Accordingly, the allocation of Collateral
Support Deficit as described above will constitute an allocation of losses and
other shortfalls experienced by the trust fund.

     A Class of Offered Certificates will be considered outstanding until its
Certificate Balance is reduced to zero. However, notwithstanding a reduction of
its Certificate Balance to zero, reimbursements of any previously allocated
Collateral Support Deficits are required thereafter to be made to a Class of
Offered Certificates or the Class A-4FL Regular Interest in accordance with the
payment priorities set forth in "--Distributions--Priority" above.

ADVANCES

     On the business day immediately preceding each Distribution Date (the
"Master Servicer Remittance Date"), the Master Servicer will be obligated, to
the extent determined to be recoverable as described below, to make advances
(each, a "P&I Advance") out of its own funds or, subject to the replacement of
those funds as provided in the Pooling and Servicing Agreement, certain funds
held in the Certificate Account that are not required to be part of the
Available Distribution Amount for that Distribution Date, in an amount equal to
(but subject to reduction as described in the following paragraph) the
aggregate of: (1) all Periodic Payments (net of any applicable Servicing Fees),
other than balloon payments, that were due on the mortgage loans (including the
Universal Hotel Portfolio Loan) and any REO Loan during the related Due Period
and not received as of the business day preceding the Master Servicer
Remittance Date; and (2) in the case of each mortgage loan delinquent in
respect of its balloon


                                     S-132


payment as of the related Master Servicer Remittance Date (including any REO
Loan as to which the balloon payment would have been past due) and each REO
Loan, an amount equal to its Assumed Scheduled Payment. The Master Servicer's
obligations to make P&I Advances in respect of any mortgage loan (including the
Universal Hotel Portfolio Loan) or REO Loan will continue, except if a
determination as to non-recoverability is made, through and up to liquidation
of the mortgage loan or disposition of the REO Property, as the case may be.
However, no interest will accrue on any P&I Advance made with respect to a
mortgage loan unless the related Periodic Payment is received after the related
due date has passed and any applicable grace period has expired or if the
related Periodic Payment is received prior to the Master Servicer Remittance
Date. To the extent that the Master Servicer fails to make a P&I Advance that
it is required to make under the Pooling and Servicing Agreement, the Trustee
will make the required P&I Advance in accordance with the terms of the Pooling
and Servicing Agreement.

     Neither the Master Servicer nor the Trustee will be required to make a P&I
Advance for default interest, Yield Maintenance Charges, prepayment premiums or
Excess Interest. In addition, neither the Master Servicer nor the Trustee will
be required to advance any amounts due to be paid by the Swap Counterparty for
distribution to the Class A-4FL Certificates.

     If an Appraisal Reduction has been made with respect to any mortgage loan
(other than the Universal Hotel Portfolio Whole Loan, which is subject to
Appraisal Reduction in accordance with the Universal Hotel Portfolio Pooling
Agreement) and such mortgage loan experiences subsequent delinquencies, then
the interest portion of any P&I Advance in respect of that mortgage loan for
the related Distribution Date will be reduced (there will be no reduction in
the principal portion of such P&I Advance) to equal the product of (x) the
amount of the interest portion of the P&I Advance for that loan for the related
Distribution Date without regard to this sentence, and (y) a fraction,
expressed as a percentage, the numerator of which is equal to the Stated
Principal Balance of that mortgage loan immediately prior to the related
Distribution Date, net of the related Appraisal Reduction, if any, and the
denominator of which is equal to the Stated Principal Balance of that mortgage
loan immediately prior to the related Distribution Date. For purposes of the
immediately preceding sentence, the Periodic Payment due on the maturity date
for a balloon loan will be the Assumed Scheduled Payment for the related
Distribution Date.

     In addition to P&I Advances, the Master Servicer will also be obligated,
and the Special Servicer will have the option, (with respect to emergency
advances) (in each case, subject to the limitations described in this
prospectus supplement) to make advances ("Servicing Advances" and, collectively
with P&I Advances, "Advances") in connection with the servicing and
administration of any mortgage loan (other than the Universal Hotel Portfolio
Whole Loan) in respect of which a default, delinquency or other unanticipated
event has occurred or is reasonably foreseeable, or, in connection with the
servicing and administration of any Mortgaged Property or REO Property, in
order to pay delinquent real estate taxes, assessments and hazard insurance
premiums and to cover other similar costs and expenses necessary to preserve
the priority of or enforce the related mortgage loan documents or to protect,
lease, manage and maintain the related Mortgaged Property. To the extent that
the Master Servicer fails to make a Servicing Advance that it is required to
make under the Pooling and Servicing Agreement and the Trustee has notice of
this failure, the Trustee will be required to make the required Servicing
Advance in accordance with the terms of the Pooling and Servicing Agreement.

     The Master Servicer, the Special Servicer or the Trustee, as applicable,
will be entitled to recover any Advance made out of its own funds from any
amounts collected in respect of a mortgage loan as to which that Advance was
made, whether in the form of late payments, Insurance and Condemnation
Proceeds, Liquidation Proceeds or otherwise from the related mortgage loan
("Related Proceeds"). Notwithstanding any statement to the contrary contained
herein, none of the Master Servicer, the Special Servicer or the Trustee will
be obligated to make any Advance that it determines in its reasonable judgment
would, if made, not be recoverable (including interest on the Advance) out of
Related Proceeds (a "Nonrecoverable Advance"). Each of the Master Servicer, the
Special Servicer and the Trustee will be entitled to recover any


                                     S-133


Advance made by it that it subsequently determines to be a Nonrecoverable
Advance out of general funds relating to the mortgage loans on deposit in the
Certificate Account (first from principal collections and then from interest
collections). The Trustee will be entitled to rely conclusively on any
non-recoverability determination of the Master Servicer and shall be bound by
any non-recoverability determination of the Special Servicer. If the funds in
the Certificate Account relating to the mortgage loans allocable to principal
on the mortgage loans are insufficient to fully reimburse the party entitled to
reimbursement, then such party may elect, on a monthly basis, at its sole
option and discretion to defer reimbursement of the portion that exceeds such
amount allocable to principal (in which case interest will continue to accrue
on the unreimbursed portion of the advance) for a consecutive period up to 12
months; provided that no such deferral shall occur at any time to the extent
that amounts otherwise distributable as principal are available for such
reimbursement. At any time after such a determination to obtain reimbursement
over time, the Master Servicer, the Special Servicer or the Trustee, 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 of Certificateholders shall not, with respect to the
Master Servicer or the Special Servicer, constitute a violation of the
Servicing Standards or contractual duty under the Pooling and Servicing
Agreement 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. Each of the Master Servicer, the Special Servicer and the
Trustee will be entitled to recover any Advance (together with interest
thereon) that is outstanding at the time that a mortgage loan is modified but
is not repaid in full by the borrower in connection with such modification but
becomes an obligation of the borrower to pay such amounts in the future (such
Advance, a "Workout-Delayed Reimbursement Amount") only out of principal
collections on the mortgage loans in the Certificate Account. A Workout-
Delayed Reimbursement Amount will constitute a Nonrecoverable Advance when the
person making such determination, and taking into account factors such as all
other outstanding Advances, either (a) has determined in accordance with the
Servicing Standards (in the case of the Master Servicer or the Special
Servicer) or its good faith business judgment (in the case of the Trustee) that
such Workout-Delayed Reimbursement Amount would not ultimately be recoverable
from Related Proceeds, or (b) has determined in accordance with the Servicing
Standards (in the case of the Master Servicer or the Special Servicer) or its
good faith business judgment (in the case of the Trustee) that such
Workout-Delayed Reimbursement Amount, along with any other Workout-Delayed
Reimbursement Amounts and Nonrecoverable Advances, would not ultimately be
recoverable out of principal collections in the Certificate Account. Any amount
that constitutes all or a portion of any Workout-Delayed Reimbursement Amount
may in the future be determined to constitute a Nonrecoverable Advance and
thereafter shall be recoverable as any other Nonrecoverable Advance. To the
extent a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount with
respect to a mortgage loan is required to be reimbursed from the principal
portion of the general collections on the mortgage loans as described in this
paragraph, such reimbursement will be made first, from the principal
collections available on the mortgage loans included in the same Loan Group as
such mortgage loan and if the principal collections in such Loan Group are not
sufficient to make such reimbursement in full, then from the principal
collections available in the other Loan Group (after giving effect to any
reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts that are related to such other Loan Group). To the extent a
Nonrecoverable Advance with respect to a mortgage loan is required to be
reimbursed from the interest portion of the general collections on the mortgage
loans as described in this paragraph, such reimbursement will be made first,
from the interest collections available on the mortgage loans included in the
same Loan Group as such mortgage loan and if the interest collections in such
Loan Group are not sufficient to make such reimbursement in full, then from the
interest collections available in the other Loan Group (after giving effect to
any reimbursement of Nonrecoverable Advances that are related to such other
Loan Group). In addition, the Special Servicer may, at its option, make a
determination in accordance with the Servicing Standards that any P&I Advance
or Servicing


                                     S-134


Advance, if made, would be a Nonrecoverable Advance and may deliver to the
Master Servicer and the Trustee notice of such determination which shall be
conclusive and binding with respect to such persons. Further, with respect to
the Universal Hotel Portfolio Loan, if the Universal Hotel Portfolio Master
Servicer determines that any P&I Advance with respect to the related Universal
Hotel Portfolio Loan or the related Universal Hotel Portfolio Companion Note or
Universal Hotel Portfolio B Note, if made, would be nonrecoverable, such
determination will be binding on the Master Servicer and the Trustee. In making
such non-recoverability determination, such person will be entitled to consider
(among other things) the obligations of the borrower under the terms of the
related mortgage loan as it may have been modified, to consider (among other
things) the related Mortgaged Properties in their "as is" or then current
conditions and occupancies, as modified by such party's assumptions regarding
the possibility and effects of future adverse change with respect to such
Mortgaged Properties, to estimate and consider (among other things) future
expenses and to estimate and consider (among other things) the timing of
recoveries and will be entitled to give due regard to the existence of any
Nonrecoverable Advances which, at the time of such consideration, the recovery
of which are being deferred or delayed by the Master Servicer, in light of the
fact that Related Proceeds are a source of recovery not only for the Advance
under consideration but also a potential source of recovery for such delayed or
deferred Advance. With respect to the Universal Hotel Portfolio Loan, if any
servicer in connection with a subsequent securitization of any Universal Hotel
Portfolio Companion Note determines that any P&I Advance with respect to the
Universal Hotel Portfolio Companion Note, if made, would be nonrecoverable,
such determination will be binding on the Master Servicer and the Trustee as it
relates to any proposed P&I Advance. In addition, any such person may update or
change its recoverability determinations (but not reverse any other person's
determination that an Advance is non-recoverable) at any time and may obtain at
the expense of the trust any analysis, appraisals or market value estimates or
other information for such purposes. Absent bad faith, any such determination
that an Advance is or would be a Nonrecoverable Advance will be conclusive and
binding on the Certificateholders, the Master Servicer and the Trustee. The
Trustee will be entitled to rely conclusively on any non-recoverability
determination of the Master Servicer and shall be bound by any
non-recoverability determination of the Special Servicer and the Master
Servicer shall rely conclusively on any non-recoverability determination of the
Special Servicer. Nonrecoverable Advances will represent a portion of the
losses to be borne by the Certificateholders. No P&I Advances will be made on
any Subordinate Companion Loan, Universal Hotel Portfolio Companion Pari Passu
Note or the Universal Hotel Portfolio B Note. Any requirement of the Master
Servicer, Special Servicer or Trustee to make an Advance in the Pooling and
Servicing Agreement is intended solely to provide liquidity for the benefit of
the Certificateholders and not as credit support or otherwise to impose on any
such person the risk of loss with respect to one or more mortgage loans. See
"Description of the Certificates--Advances in Respect of Delinquencies" and
"Description of the Pooling Agreements--Certificate Account" in the prospectus.

     In connection with its recovery of any Advance, each of the Master
Servicer, the Special Servicer and the Trustee will be entitled to be paid, out
of any amounts relating to the mortgage loans then on deposit in the
Certificate Account, interest, compounded annually, at the Prime Rate (the
"Reimbursement Rate") accrued on the amount of the Advance from the date made
to but not including the date of reimbursement. Neither the Master Servicer nor
the Trustee will be entitled to interest on P&I Advances that accrues before
the related due date has passed and any applicable grace period has expired.
The "Prime Rate" will be the prime rate, for any day, set forth in The Wall
Street Journal, New York edition.

     Each Statement to Certificateholders furnished or made available by the
Paying Agent to the Certificateholders will contain information relating to the
amounts of Advances made with respect to the related Distribution Date. See
"Description of the Certificates--Reports to Certificateholders; Certain
Available Information" in this prospectus supplement and "Description of the
Certificates--Reports to Certificateholders" in the prospectus.


                                     S-135


APPRAISAL REDUCTIONS

     After an Appraisal Reduction Event has occurred with respect to a mortgage
loan (except for the Universal Hotel Portfolio Whole Loan), an Appraisal
Reduction is required to be calculated. An "Appraisal Reduction Event" will
occur on the earliest of:

          (1) 120 days after an uncured delinquency (without regard to the
     application of any grace period) occurs in respect of a mortgage loan;

          (2) the date on which a reduction in the amount of Periodic Payments
     on a mortgage loan, or a change in any other material economic term of the
     mortgage loan (other than an extension of its maturity), becomes effective
     as a result of a modification of the related mortgage loan by the Special
     Servicer;

          (3) the date on which a receiver has been appointed;

          (4) 60 days after a borrower declares bankruptcy;

          (5) 60 days after the date on which an involuntary petition of
     bankruptcy is filed with respect to the borrower if not dismissed within
     such time;

          (6) 120 days (or 90 days with respect to a Specially Serviced Mortgage
     Loan) after an uncured delinquency occurs in respect of a balloon payment
     for a mortgage loan; and

          (7) immediately after a mortgage loan becomes an REO Loan.

     No Appraisal Reduction Event may occur at any time when the aggregate
Certificate Balance of all Classes of Certificates (other than the Class A
Certificates) has been reduced to zero.

     The "Appraisal Reduction" for any Distribution Date and for any mortgage
loan (except for the Universal Hotel Portfolio Whole Loan) as to which any
Appraisal Reduction Event has occurred will be an amount calculated by the
Master Servicer, as of the first Determination Date that is at least ten
Business Days following the date the Special Servicer receives and delivers to
the Master Servicer such appraisal equal to the excess of (a) the Stated
Principal Balance of that mortgage loan over (b) the excess of (1) the sum of
(x) 90% of the appraised value of the related Mortgaged Property as determined
(A) by one or more MAI appraisals with respect to that mortgage loan (together
with any other mortgage loan cross-collateralized with such loan) with an
outstanding principal balance equal to or in excess of $2,000,000 (the costs of
which will be paid by the Master Servicer as an Advance), or (B) by an internal
valuation performed by the Special Servicer with respect to that mortgage loan
(together with any other mortgage loan cross-collateralized with that mortgage
loan) with an outstanding principal balance less than $2,000,000, minus with
respect to any MAI appraisals such downward adjustments as the Special Servicer
may make (without implying any obligation to do so) based upon its review of
the appraisals and any other information it deems relevant, and (y) all
escrows, letters of credit and reserves in respect of that mortgage loan as of
the date of calculation over (2) the sum as of the due date occurring in the
month of the date of determination of (x) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest on that mortgage
loan at a per annum rate equal to the Mortgage Rate, (y) all Advances not
reimbursed from the proceeds of such mortgage loan and interest on those
Advances at the Reimbursement Rate in respect of that mortgage loan and (z) all
currently due and unpaid real estate taxes and assessments, insurance premiums
and ground rents, unpaid Special Servicing Fees and all other amounts due and
unpaid under that mortgage loan (which tax, premiums, ground rents and other
amounts have not been the subject of an Advance by the Master Servicer, the
Special Servicer or the Trustee, as applicable).

     The Special Servicer will be required to order an appraisal or conduct a
valuation promptly upon the occurrence of an Appraisal Reduction Event (other
than with respect to the Universal Hotel Portfolio Whole Loan). On the first
Determination Date occurring on or after the tenth Business Day following
delivery to the Master Servicer of the MAI appraisal or the completion of the
valuation, the Master Servicer will be required to calculate and report to the
Directing Certificateholder, the Special Servicer and the Paying Agent, the
Appraisal Reduction, taking into account the results of such appraisal or
valuation. In the event that the Master Servicer has not


                                     S-136


received any required MAI appraisal within 60 days after the Appraisal
Reduction Event (or, in the case of an appraisal in connection with an
Appraisal Reduction Event described in clauses (1) and (6) of the third
preceding paragraph, within 120 days or 90 days, respectively, after the
initial delinquency for the related Appraisal Reduction Event), the amount of
the Appraisal Reduction will be deemed to be an amount equal to 25% of the
current Stated Principal Balance of the related mortgage loan until the MAI
appraisal is received.

     With respect to the Lowe's Aliso Viejo AB Mortgage Loan, Appraisal
Reductions will be calculated based on the outstanding principal balance of the
Lowe's Aliso Viejo AB Mortgage Loan and the Lowe's Aliso Viejo Subordinate
Companion Loan, and all resulting Appraisal Reductions will be allocated to the
Lowe's Aliso Viejo Subordinate Companion Loan prior to being allocated to the
Lowe's Aliso Viejo AB Mortgage Loan.

     As a result of calculating one or more Appraisal Reductions, the amount of
any required P&I Advance will be reduced, which will have the effect of
reducing the amount of interest available to the most subordinate Class of
Certificates then outstanding (i.e., first to the Class NR Certificates, then
to the Class O Certificates, then to the Class N Certificates, then to the
Class M Certificates, then to the Class L Certificates, then to the Class K
Certificates, then to the Class J Certificates, then to the Class H
Certificates, then to the Class G Certificates, then to the Class F
Certificates, then to the Class E Certificates, then to the Class D
Certificates, then to the Class C Certificates, then to the Class B
Certificates and then to the Class A-J Certificates. See "--Advances" above.

     With respect to each mortgage loan (other than the Universal Hotel
Portfolio loan) as to which an Appraisal Reduction has occurred (unless the
mortgage loan has remained current for three consecutive Periodic Payments, and
with respect to which no other Appraisal Reduction Event has occurred with
respect to that mortgage loan during the preceding three months), the Special
Servicer is required, within 30 days of each annual anniversary of the related
Appraisal Reduction Event to order an appraisal (which may be an update of a
prior appraisal), the cost of which will be a Servicing Advance, or to conduct
an internal valuation, as applicable. Based upon the appraisal or valuation,
the Master Servicer is required to redetermine and report to the Directing
Certificateholder, the Special Servicer, the Trustee and the Paying Agent, the
recalculated amount of the Appraisal Reduction with respect to the mortgage
loan or Companion Loan, as applicable. Notwithstanding the foregoing, the
Special Servicer will not be required to obtain an appraisal or valuation with
respect to a mortgage loan that is the subject of an Appraisal Reduction Event
to the extent the Special Servicer has obtained an appraisal or valuation with
respect to the related Mortgaged Property within the 12-month period prior to
the occurrence of the Appraisal Reduction Event. Instead, the Special Servicer
may use the prior appraisal or valuation in calculating any Appraisal Reduction
with respect to the mortgage loan, provided that the Special Servicer is not
aware of any material change to the Mortgaged Property, its earnings potential
or risk characteristics, or marketability, or market conditions that has
occurred that would affect the validity of the appraisal or valuation and
provides notice to the Master Servicer to use such previous Appraisal or
update.

     The Universal Hotel Portfolio Loan is subject to provisions in the
Universal Hotel Portfolio Pooling Agreement relating to appraisal reductions
that are substantially similar to the provisions described above. The existence
of an appraisal reduction under the Universal Hotel Portfolio Pooling Agreement
in respect of the Universal Hotel Portfolio Loan will proportionately reduce
the Master Servicer's or the Trustee's, as the case may, obligation to make
principal and interest advances on the Universal Hotel Portfolio Loan and will
generally have the effect of reducing the amount otherwise available for
distributions to the Certificateholders. Pursuant to the Universal Hotel
Portfolio Pooling Agreement, the Universal Hotel Portfolio 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 such whole
loan. Any appraisal reduction calculated with respect to the Universal Hotel
Portfolio Whole Loan will be applied first to the Universal Hotel Portfolio B
Note. Any appraisal reduction amount in respect of the Universal Hotel
Portfolio Whole Loan that exceeds the aggregate balance of the Universal Hotel
Portfolio B Note will be


                                     S-137


allocated to the Universal Hotel Portfolio Loan and the Universal Hotel
Portfolio Pari Passu Companion Notes, pro rata, based on their outstanding
principal balances.

     Any mortgage loan (other than the Universal Hotel Portfolio Whole Loan)
previously subject to an Appraisal Reduction that becomes current and remains
current for three consecutive Periodic Payments, and with respect to which no
other Appraisal Reduction Event has occurred and is continuing, will no longer
be subject to an Appraisal Reduction.

REPORTS TO CERTIFICATEHOLDERS; CERTAIN AVAILABLE INFORMATION

     On each Distribution Date, the Paying Agent will be required to make
available on its website to each holder of a Certificate, the Master Servicer,
the Underwriters, the Special Servicer, the Directing Certificateholder, each
Rating Agency, the Swap Counterparty, the Trustee and certain assignees of the
Depositor, including certain financial market publishers (which are anticipated
to initially be Bloomberg, L.P., Trepp, LLC and Intex Solutions, Inc.), if any,
a statement (a "Statement to Certificateholders") based in part upon
information provided by the Master Servicer in accordance with the Commercial
Mortgage Securities Association (or any successor organization reasonably
acceptable to the Master Servicer and the Paying Agent) guidelines setting
forth, among other things:

          (1) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates in reduction of the Certificate
     Balance of the Certificates;

          (2) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates allocable to Distributable
     Certificate Interest or Class A-4FL Interest Distribution Amount, and with
     respect to the Class A-4FL Certificates, notification that the amount of
     interest distributed thereon is the Interest Distribution Amount with
     respect to the Class A-4FL Regular Interest, which amount is being paid as
     a result of a Swap Default;

          (3) the aggregate amount of P&I Advances made in respect of the
     Distribution Date;

          (4) the aggregate amount of compensation paid to the Trustee and the
     Paying Agent and servicing compensation paid to the Master Servicer and the
     Special Servicer with respect to the Due Period for the Distribution Date;

          (5) the aggregate Stated Principal Balance of the mortgage loans and
     any REO Loans outstanding immediately before and immediately after the
     Distribution Date;

          (6) the number, aggregate principal balance, weighted average
     remaining term to maturity and weighted average Mortgage Rate of the
     mortgage loans as of the end of the related Due Period for the Distribution
     Date;

          (7) the number and aggregate principal balance of mortgage loans (A)
     delinquent 30-59 days, (B) delinquent 60-89 days, (C) delinquent 90 days or
     more, (D) current but specially serviced or in foreclosure but not an REO
     Property and (E) for which the related borrower is subject to oversight by
     a bankruptcy court;

          (8) the value of any REO Property included in the trust fund as of the
     Determination Date for the Distribution Date, on a loan-by-loan basis,
     based on the most recent appraisal or valuation;

          (9) the Available Distribution Amount and the Class A-4FL Available
     Funds for the Distribution Date;

          (10) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates allocable to Yield Maintenance
     Charges;

          (11) the Pass-Through Rate for each Class of Certificates for the
     Distribution Date and the next succeeding Distribution Date;

          (12) the Scheduled Principal Distribution Amount and the Unscheduled
     Principal Distribution Amount for the Distribution Date;


                                     S-138


          (13) the Certificate Balance or Notional Amount, as the case may be,
     of each Class of Certificates immediately before and immediately after the
     Distribution Date, separately identifying any reduction in these amounts as
     a result of the allocation of any Collateral Support Deficit on the
     Distribution Date;

          (14) the fraction, expressed as a decimal carried to eight places, the
     numerator of which is the then related Certificate Balance or Notional
     Amount, as the case may be, and the denominator of which is the related
     initial aggregate Certificate Balance or Notional Amount, as the case may
     be, for each Class of Certificates (other than the Residual Certificates
     and the Class S Certificates) immediately following the Distribution Date;

          (15) the amount of any Appraisal Reductions effected in connection
     with the Distribution Date on a loan-by-loan basis and the total Appraisal
     Reduction effected in connection with such Distribution Date;

          (16) the number and Stated Principal Balances of any mortgage loans
     extended or modified since the previous Determination Date (or in the case
     of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan
     basis;

          (17) the amount of any remaining unpaid interest shortfalls for each
     Class of Certificates as of the Distribution Date;

          (18) a loan-by-loan listing of each mortgage loan which was the
     subject of a principal prepayment since the previous Determination Date (or
     in the case of the first Distribution Date, as of the Cut-off Date) and the
     amount and the type of principal prepayment occurring;

          (19) a loan-by-loan listing of any mortgage loan that was defeased
     since the previous Determination Date (or in the case of the first
     Distribution Date, as of the Cut-off Date);

          (20) all deposits into, withdrawals from, and the balance of the
     Interest Reserve Account on the related Master Servicer Remittance Date;

          (21) the amount of the distribution on the Distribution Date to the
     holders of each Class of Certificates in reimbursement of Collateral
     Support Deficit;

          (22) the aggregate unpaid principal balance of the mortgage loans
     outstanding as of the close of business on the related Determination Date;

          (23) with respect to any mortgage loan as to which a liquidation
     occurred since the previous Determination Date (or in the case of the first
     Distribution Date, as of the Cut-off Date) (other than a payment in full),
     (A) its loan number, (B) the aggregate of all Liquidation Proceeds which
     are included in the Available Distribution Amount and other amounts
     received in connection with the liquidation (separately identifying the
     portion allocable to distributions on the Certificates) and (C) the amount
     of any Collateral Support Deficit in connection with the liquidation;

          (24) with respect to any REO Property included in the trust as to
     which the Special Servicer determined, in accordance with the Servicing
     Standards, that all payments or recoveries with respect to the Mortgaged
     Property have been ultimately recovered since the previous Determination
     Date, (A) the loan number of the related mortgage loan, (B) the aggregate
     of all Liquidation Proceeds and other amounts received in connection with
     that determination (separately identifying the portion allocable to
     distributions on the Certificates) and (C) the amount of any realized loss
     in respect of the related REO Loan in connection with that determination;

          (25) the aggregate amount of interest on P&I Advances paid to the
     Master Servicer and the Trustee since the previous Determination Date (or
     in the case of the first Distribution Date, as of the Cut-off Date);

          (26) the aggregate amount of interest on Servicing Advances paid to
     the Master Servicer, the Special Servicer and the Trustee since the
     previous Determination Date (or in the case of the first Distribution Date,
     as of the Cut-off Date);


                                     S-139


          (27) the original and then-current credit support levels for each
     Class of Certificates;

          (28) the original and then-current ratings for each Class of
     Certificates;

          (29) the amount of the distribution on the Distribution Date to the
     holders of the Residual Certificates;

          (30) the aggregate amount of Yield Maintenance Charges collected since
     the previous Determination Date (or in the case of the first Distribution
     Date, as of the Cut-off Date);

          (31) LIBOR as calculated for the related Distribution Date and for the
     next succeeding Distribution Date;

          (32) the amounts received and paid in respect of the Swap Contract;

          (33) identification of any Rating Agency Trigger Event or Swap Default
     as of the close of business on the last day of the immediately preceding
     calendar month with respect to the Swap Contract;

          (34) the amount of any (A) payment by the Swap Counterparty as a
     termination payment, (B) payment to any successor swap counterparty to
     acquire a replacement interest rate swap contract, and (C) collateral
     posted in connection with any Rating Agency Trigger Event; and

          (35) the amount of and identification of any payments on the Class
     A-4FL Certificates in addition to the amount of principal and interest due
     thereon, such as any termination payment received in connection with the
     Swap Contract.

     The Paying Agent will make available the Statements to Certificateholders
through its website which is initially located at www.etrustee.net. In
addition, the Paying Agent may make certain other information and reports
(including the collection of reports specified by The Commercial Mortgage
Securities Association (or any successor organization reasonably acceptable to
the Paying Agent and the Master Servicer) known as the "CMSA Investor Reporting
Package") related to the mortgage loans available, to the extent that the
Paying Agent receives such information and reports from the Master Servicer,
and direction from the Depositor, or is otherwise directed to do so under the
Pooling and Servicing Agreement. The Paying Agent will not make any
representations or warranties as to the accuracy or completeness of any
information provided by it and may disclaim responsibility for any information
for which it is not the original source. In connection with providing access to
the Paying Agent's website, the Paying Agent may require registration and
acceptance of a disclaimer. The Paying Agent will not be liable for the
dissemination of information made in accordance with the Pooling and Servicing
Agreement.

     In the case of information furnished pursuant to clauses (1), (2), (10),
(17) and (21) above, the amounts will be expressed as a dollar amount in the
aggregate for all Certificates of each applicable Class and per any definitive
certificate. In addition, within a reasonable period of time after the end of
each calendar year, the Paying Agent is required to furnish to each person or
entity who at any time during the calendar year was a holder of a Certificate,
a statement containing the information set forth in clauses (1) and (2) above
as to the applicable Class, aggregated for the related calendar year or
applicable partial year during which that person was a Certificateholder,
together with any other information that the Paying Agent deems necessary or
desirable, or that a Certificateholder or Certificate Owner reasonably
requests, to enable Certificateholders to prepare their tax returns for that
calendar year. This obligation of the Paying Agent will be deemed to have been
satisfied to the extent that substantially comparable information will be
provided by the Paying Agent pursuant to any requirements of the Code as from
time to time are in force.

     The Paying Agent will be required to provide or make available to certain
financial market publishers, which are anticipated initially to be Bloomberg,
L.P., Trepp, LLC and Intex Solutions, Inc., certain current information with
respect to the Mortgaged Properties on a monthly basis,


                                     S-140


including current and original net operating income, debt service coverage
ratio based upon borrowers' annual Operating Statements and occupancy rates, to
the extent it has received the information from the Master Servicer pursuant to
the Pooling and Servicing Agreement.

     The Pooling and Servicing Agreement requires that the Paying Agent (except
for items (6) and (7) below, which will be made available by the Trustee) make
available at its offices, during normal business hours, for review by any
holder of an Offered Certificate, the Mortgage Loan Sellers, the Depositor, the
Special Servicer, the Master Servicer, the Directing Certificateholder, each
Rating Agency, any designee of the Depositor or any other person to whom the
Paying Agent or the Trustee, as applicable, believes the disclosure is
appropriate, upon their prior written request, originals or copies of, among
other things, the following items:

          (1) the Pooling and Servicing Agreement and any amendments to that
     agreement;

          (2) all Statements to Certificateholders made available to holders of
     the relevant Class of Offered Certificates since the Closing Date;

          (3) all officer's certificates delivered to the Trustee and the Paying
     Agent since the Closing Date as described under "Description of the Pooling
     Agreements--Evidence as to Compliance" in the prospectus;

          (4) all accountants' reports delivered to the Trustee and the Paying
     Agent since the Closing Date as described under "Description of the Pooling
     Agreements--Evidence as to Compliance" in the prospectus;

          (5) the most recent property inspection report prepared by or on
     behalf of the Master Servicer or the Special Servicer and delivered to the
     Paying Agent in respect of each Mortgaged Property;

          (6) copies of the mortgage loan documents;

          (7) 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; and

          (8) any and all statements and reports delivered to, or collected by,
     the Master Servicer or the Special Servicer, from the borrowers, including
     the most recent annual property Operating Statements, rent rolls and
     borrower financial statements, but only to the extent that the statements
     and reports have been delivered to the Paying Agent.

     Copies of any and all of the foregoing items will be available to those
named in the above paragraph, from the Paying Agent or the Trustee, as
applicable, upon request; however, the Paying Agent or the Trustee, as
applicable, will be permitted to require payment of a sum sufficient to cover
the reasonable costs and expenses of providing the copies, except that the
Directing Certificateholder shall be entitled to receive such items free of
charge. Pursuant to the Pooling and Servicing Agreement, the Master Servicer or
Special Servicer will use reasonable efforts to collect certain financial and
property information required under the mortgage loan documents, such as
Operating Statements, rent rolls and financial statements.

     The Pooling and Servicing Agreement will require the Master Servicer and
the Paying Agent, subject to certain restrictions (including execution and
delivery of a confidentiality agreement) set forth in the Pooling and Servicing
Agreement, to provide certain of the reports or, in the case of the Master
Servicer and the Controlling Class Certificateholder, access to the reports
available as set forth above, as well as certain other information received by
the Master Servicer or the Paying Agent, as the case may be, to any
Certificateholder, the Underwriters, the Mortgage Loan Sellers, any Certificate
Owner or any prospective investor so identified by a Certificate Owner or an
Underwriter, that requests reports or information. However, the Paying Agent
and the Master Servicer will be permitted to require payment of a sum
sufficient to cover the reasonable costs and expenses of providing copies of
these reports or information, except that, other than for extraordinary or
duplicate requests, the Directing Certificateholder will be entitled to reports
and information free of charge. Except as otherwise set forth in this
paragraph, until the time


                                     S-141


definitive certificates are issued, notices and statements required to be
mailed to holders of Certificates will be available to Certificate Owners of
Offered Certificates only to the extent they are forwarded by or otherwise
available through DTC and its Participants. 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. Except as
otherwise set forth in this paragraph, the Master Servicer, the Special
Servicer, the Trustee, the Paying Agent and the Depositor 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. The initial registered holder of the Offered Certificates will be
Cede & Co., as nominee for DTC.

VOTING RIGHTS

     At all times during the term of the Pooling and Servicing Agreement, the
voting rights for the Certificates (the "Voting Rights") will be allocated
among the respective Classes of Certificateholders as follows: (1) 4% in the
case of the Class X Certificates (allocated pro rata between the Class X-1 and
Class X-2 Certificates based upon their Notional Amounts), and (2) in the case
of any other Class of Certificates (other than the Class S Certificates and the
Residual Certificates), a percentage equal to the product of 96% and a
fraction, the numerator of which is equal to the aggregate Certificate Balance
of the Class, in each case, determined as of the prior Distribution Date, and
the denominator of which is equal to the aggregate Certificate Balance of all
Classes of Certificates (other than the Class S Certificates), each determined
as of the prior Distribution Date. None of the Class S, Class R or Class LR
Certificates will be entitled to any Voting Rights. For purposes of determining
Voting Rights, the Certificate Balance of each Class (other than the Class S
Certificates) will not be reduced by the amount allocated to that Class of any
Appraisal Reductions related to mortgage loans as to which Liquidation Proceeds
or other final payment have not yet been received. Voting Rights allocated to a
Class of Certificateholders will be allocated among the Certificateholders in
proportion to the Percentage Interests evidenced by their respective
Certificates. Solely for purposes of giving any consent, approval or waiver
pursuant to the Pooling and Servicing Agreement, neither the Master Servicer,
the Special Servicer nor the Depositor will be entitled to exercise any Voting
Rights with respect to any Certificates registered in its name, if the consent,
approval or waiver would in any way increase its compensation or limit its
obligations in the named capacities under the Pooling and Servicing Agreement;
provided, however, that the restrictions will not apply to the exercise of the
Special Servicer's rights, if any, as a member of the Controlling Class.

TERMINATION; RETIREMENT OF CERTIFICATES

     The obligations created by the Pooling and Servicing Agreement will
terminate upon payment (or provision for payment) to all Certificateholders of
all amounts held by the Paying Agent on behalf of the Trustee and required to
be paid following the earlier of (1) the final payment (or related Advance) or
other liquidation of the last mortgage loan or REO Property subject thereto,
(2) the voluntary exchange of all the then outstanding certificates (other than
the Class S and the Residual Certificates) for the mortgage loans remaining in
the trust (provided, however, that (a) the Offered Certificates are no longer
outstanding and (b) there is only one holder of the then outstanding
Certificates (other than the Class S and the Residual Certificates)) or (3) the
purchase or other liquidation of all of the assets of the trust fund by the
holders of the Controlling Class, the Special Servicer, the Master Servicer or
the holders of the Class LR Certificates, in that order of priority. Written
notice of termination of the Pooling and Servicing Agreement will be given to
each Certificateholder, and the final distribution will be made only upon
surrender and cancellation of the Certificates at the office of the Certificate
Registrar or other location specified in the notice of termination.

     The holders of the Controlling Class, the Special Servicer, the Master
Servicer and the holders of the Class LR Certificates (in that order) will have
the right to purchase all of the assets of the trust fund. This purchase of all
the mortgage loans and other assets in the trust fund is required


                                     S-142


to be made at a price equal to the sum of (1) the aggregate Purchase Price of
all the mortgage loans (exclusive of REO Loans) then included in the trust
fund, (2) the aggregate fair market value of all REO Properties then included
in the trust fund (which fair market value for any REO Property may be less
than the Purchase Price for the corresponding REO Loan), as determined by an
appraiser selected and mutually agreed upon by the Master Servicer and the
Trustee, and (3) if the Universal Hotel Portfolio Mortgaged Property is an REO
Property under the terms of the Universal Hotel Portfolio Pooling Agreement,
the pro rata portion of the fair market value of the related property, as
determined by the Universal Hotel Portfolio Master Servicer in accordance with
clause (2) above, plus the reasonable out-of-pocket expenses of the Master
Servicer related to such purchase, unless the Master Servicer is the purchaser.
This purchase will effect early retirement of the then outstanding Offered
Certificates, but the rights of the holders of the Controlling Class, the
Special Servicer, the Master Servicer or the holders of the Class LR
Certificates to effect the termination is subject to the requirement that the
then aggregate Stated Principal Balance of the pool of mortgage loans be less
than 1% of the Initial Pool Balance. The voluntary exchange of Certificates,
including the Class X Certificates, for the remaining mortgage loans is not
subject to the 1% limit but is limited to each Class of outstanding
Certificates being held by one Certificateholder who must voluntarily
participate and the Master Servicer must consent to the exchange.

     On the final Distribution Date, the aggregate amount paid by the holders
of the Controlling Class, the Special Servicer, the Master Servicer or the
holders of the Class LR Certificates, 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 Agreements--Certificate Account" in the prospectus), will be applied
generally as described above under "--Distributions--Priority".

     Any optional termination by the holders of the Controlling Class, the
Special Servicer, the Master Servicer or the holders of the Class LR
Certificates would result in prepayment in full of the Certificates and would
have an adverse effect on the yield of the Class X Certificates because a
termination would have an effect similar to a principal prepayment in full of
the mortgage loans and, as a result, investors in the Class X Certificates and
any other Certificates purchased at premium might not fully recoup their
initial investment. See "Yield and Maturity Considerations" in this prospectus
supplement.

THE TRUSTEE

     Wells Fargo Bank, N.A., a national banking association, will act as
Trustee on behalf of the Certificateholders. The corporate trust office of the
Trustee is located at 9062 Old Annapolis Road, Columbia, Maryland 21045, ATTN:
Corporate Trust Services (CMBS)-J.P. Morgan Chase Commercial Mortgage
Securities Corp., Series 2005-LDP3. As compensation for the performance of its
routine duties, the Trustee will be paid a fee (the "Trustee Fee"). The Trustee
Fee will be payable monthly from amounts received in respect of the mortgage
loans and will be equal to the product of a rate equal to 0.0011% per annum
(the "Trustee Fee Rate") and the Stated Principal Balance of the mortgage loans
and in the same manner as interest is calculated on the related mortgage loan.
The Trustee Fee includes the Paying Agent Fee, and the Trustee Fee Rate
includes the Paying Agent Fee Rate. In addition, the Trustee will be entitled
to recover from the trust fund all reasonable unanticipated expenses and
disbursements incurred or made by the Trustee in accordance with any of the
provisions of the Pooling and Servicing Agreement, but not including routine
expenses incurred in the ordinary course of performing its duties as Trustee
under the Pooling and Servicing Agreement, and not including any expense,
disbursement or advance as may arise from its willful misfeasance, negligence
or bad faith. See "Description of the Pooling Agreements--The Trustee",
"--Duties of the Trustee", "--Certain Matters Regarding the Trustee" and
"--Resignation and Removal of the Trustee" in the prospectus.


                                     S-143


     The Trustee and each of its respective directors, officers, employees,
agents and controlling persons will be entitled to indemnification from the
trust as provided in the Pooling and Servicing Agreement.


                        DESCRIPTION OF THE SWAP CONTRACT

GENERAL

     On the Closing Date, the Depositor will transfer the Class A-4FL Regular
Interest to the trust in exchange for the Class A-4FL Certificates, which will
represent all of the beneficial interest in the portion of the trust fund
consisting of the Class A-4FL Regular Interest, the Swap Contract and the
Floating Rate Account.

     The Paying Agent, on behalf of the trust, will enter into an interest rate
swap agreement (the "Swap Contract"), related to the Class A-4FL Regular
Interest, with JPMorgan Chase Bank, N.A. (the "Swap Counterparty"). The Swap
Contract will have a maturity date of the Distribution Date in August 15, 2042
(the same date as the Rated Final Distribution Date of the Class A-4FL
Certificates). The Paying Agent will make available to the Swap Counterparty
the Statement to Certificateholders, which statement will include LIBOR as
applicable to the related Interest Accrual Period. See "Description of the
Certificates--Distributions" in this Prospectus Supplement. The Paying Agent
will also calculate the amounts, if any, due from or payable to the Swap
Counterparty under the Swap Contract.

     The Paying Agent may make withdrawals from the Floating Rate Account only
for the following purposes: (i) to distribute to the holders of the Class A-4FL
Certificates the Class A-4FL Available Funds for any Distribution Date; (ii) to
withdraw any amount deposited into the Floating Rate Account that was not
required to be deposited therein; (iii) to pay any funds required to be paid to
the Swap Counterparty under the Swap Contract; and (vi) to clear and terminate
the account pursuant to the terms of the Pooling and Servicing Agreement.

THE SWAP CONTRACT

     The Swap Contract will provide that, so long as the Swap Contract is in
effect, (a) on each Distribution Date, commencing in September 2005, the Paying
Agent will pay or cause to be paid to the Swap Counterparty (i) any Yield
Maintenance Charges in respect of the Class A-4FL Regular Interest for the
related Distribution Date and (ii) one month's interest at the Pass-Through
Rate applicable to the Class A-4FL Regular Interest accrued for the related
Interest Accrual Period on the Certificate Balance of the Class A-4FL
Certificates, and (b) on the business day before each Distribution Date,
commencing in September 2005, the Swap Counterparty will pay to the Paying
Agent, for the benefit of the Class A-4FL Certificateholders, one month's
interest at the Pass-Through Rate applicable to the Class A-4FL Certificates
accrued for the related Interest Accrual Period on the Certificate Balance of
the Class A-4FL Certificates. Such payments will be made on a net basis.

     On any Distribution Date for which the funds allocated to payment of the
Interest Distribution Amount of the Class A-4FL Regular Interest are
insufficient to pay all amounts due to the Swap Counterparty under the Swap
Contract for such Distribution Date, the amounts payable by the Swap
Counterparty to the trust under the Swap Contract will be reduced, on a
dollar-for-dollar basis, by the amount of such shortfall, and holders of the
Class A-4FL Certificates will experience a shortfall in their anticipated
yield.

     If the Swap Counterparty's long-term rating is not at least "A3" by
Moody's Investors Service Inc. or "A-" by Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. (each, a "Rating Agency Trigger
Event"), the Swap Counterparty will be required to post collateral or find a
replacement Swap Counterparty that would not cause another Rating Agency
Trigger Event. In the event that the Swap Counterparty fails to either post
acceptable collateral, fails to find an acceptable replacement swap
counterparty under a Rating Agency Trigger Event


                                     S-144


or fails to make a payment to the trust required under the Swap Contract (each
such event, a "Swap Default") then the Paying Agent will be required, subject
to the Paying Agent's determination that costs of enforcement will be
recoverable, to take such actions (following the expiration of any applicable
grace period), unless otherwise directed in writing by the holders of 25%, by
Certificate Balance, of the Class A-4FL Certificates, to enforce the rights of
the trust under the Swap Contract as may be permitted by the terms thereof and
use any termination fees received from the Swap Counterparty (as described
herein) to enter into a replacement interest rate swap contract on
substantially identical terms. If the costs attributable to entering into a
replacement interest rate swap contract would exceed the net proceeds of the
liquidation of the Swap Contract, a replacement interest rate swap contract
will not be entered into and any such proceeds will instead be distributed to
the holders of the Class A-4FL Certificates.

     Any conversion to distributions equal to distributions on the Class A-4FL
Regular Interest pursuant to a Swap Default will become permanent following the
determination by either the Paying Agent or the holders of 25% of the Class
A-4FL Certificates not to enter into a replacement interest rate swap contract
and distribution of any termination payments to the holders of the Class A-4FL
Certificates. Any such Swap Default and the consequent conversion to
distributions equal to distributions on the Class A-4FL Regular Interest will
not constitute a default under the Pooling and Servicing Agreement. Any such
conversion to distributions equal to distributions on the Class A-4FL Regular
Interest might result in a temporary delay of payment of the distributions to
the holders of the Class A-4FL Certificates if notice of the resulting change
in payment terms of the Class A-4FL Certificates is not given to DTC within the
time frame in advance of the Distribution Date that DTC requires to modify the
payment.

     The Paying Agent will have no obligation on behalf of the trust to pay or
cause to be paid to the Swap Counterparty any portion of the amounts due to the
Swap Counterparty under the Swap Contract for any Distribution Date unless and
until the related interest payment on the Class A-4FL Regular Interest for such
Distribution Date is actually received by the Paying Agent.

TERMINATION FEES

     In the event of the termination of the Swap Contract and the failure of
the Swap Counterparty to replace the Swap Contract, the Swap Counterparty may
be obligated to pay a termination fee to the trust generally designed to
compensate the trust for the cost, if any, of entering into a substantially
similar interest rate swap contract with another swap counterparty.

THE SWAP COUNTERPARTY

     JPMorgan Chase Bank, N.A. ("JPMCB") is the Swap Counterparty under the
Swap Contract. JPMCB is also a Mortgage Loan Seller, is an affiliate of J.P.
Morgan Chase Commercial Mortgage Securities Corp., which is the Depositor, and
is an affiliate of J.P. Morgan Securities Inc., which is an Underwriter.

     JPMCB is a wholly-owned bank subsidiary of JPMorgan Chase & Co., a
Delaware corporation. JPMCB is a commercial bank offering a wide range of
banking services to its customers both domestically and internationally. It is
chartered, and its business is subject to examination and regulation, by the
Office of the Comptroller of the Currency, a bureau of the United States
Department of the Treasury. It is a member of the Federal Reserve System and
its deposits are insured by the Federal Deposit Insurance Corporation.

     The long-term certificates of deposit of JPMCB are rated "AA-" and "Aa2"
by S&P and Moody's, respectively.

     JPMorgan Chase & Co. files reports with the Securities and Exchange
Commission that are required under the Securities Exchange Act of 1934. Such
reports include additional financial information regarding the Swap
Counterparty and may be obtained at the website maintained by the Securities
and Exchange Commission at http://www.sec.gov.


                                     S-145


                        SERVICING OF THE MORTGAGE LOANS

GENERAL

     The servicing of the mortgage loans (other than the Universal Hotel
Portfolio Loan) and any REO Properties will be governed by the Pooling and
Servicing Agreement. The following summaries describe certain provisions of the
Pooling and Servicing Agreement relating to the servicing and administration of
the mortgage loans and any REO Properties (other than the Universal Hotel
Portfolio Loan). The Universal Hotel Portfolio Loan will be serviced in
accordance with the Universal Hotel Portfolio Pooling Agreement by the
Universal Hotel Portfolio Master Servicer and the Universal Hotel Portfolio
Special Servicer and according to the servicing standards provided for in the
Universal Hotel Portfolio Pooling Agreement, which require, among other things,
that the Universal Hotel Portfolio Master Servicer and Universal Hotel
Portfolio Special Servicer attempt to maximize recovery on all portions of the
Universal Hotel Portfolio Whole Loan. All references to "mortgage loans" in
this section, "Servicing of the Mortgage Loans," do not include the Universal
Hotel Portfolio Loan and any related REO Property unless otherwise specifically
stated. The summaries do not purport to be complete and are subject, and
qualified in their entirety by reference, to the provisions of the Pooling and
Servicing Agreement. Reference is made to the prospectus for additional
information regarding the terms of the Pooling and Servicing Agreement relating
to the servicing and administration of the mortgage loans and any REO
Properties, provided that the information in this prospectus supplement
supersedes any contrary information set forth in the prospectus. See
"Description of the Pooling Agreements" in the prospectus.

     The Master Servicer will be required to service and administer the
mortgage loans which it is obligated to service and administer pursuant to the
Pooling and Servicing Agreement on behalf of the Trustee and in the best
interests of and for the benefit of Certificateholders as a collective whole
(as determined by the Master Servicer in its good faith and reasonable
judgment) in accordance with applicable law, the terms of the Pooling and
Servicing Agreement and the terms of the respective mortgage loan documents
(including the terms of any related intercreditor agreement) and, to the extent
consistent with the foregoing, further as follows: (1) with the same skill,
care and diligence as is normal and usual in its mortgage servicing activities
on behalf of third parties or on behalf of itself, (2) with a view to the
timely collection of all scheduled payments of principal and interest under the
mortgage loans and (3) without regard to:

          (A) any relationship that the Master Servicer or any of its
     affiliates, as the case may be, may have with the related borrower;

          (B) the ownership of any Certificate or, if applicable, a mezzanine
     loan or the Lowe's Aliso Viejo Subordinate Companion Loan, by the Master
     Servicer or any of its affiliates, as the case may be;

          (C) the Master Servicer's obligation to make Advances; and

          (D) the right of the Master Servicer to receive compensation payable
     to it under the Pooling and Servicing Agreement or with respect to any
     particular transaction (the foregoing, collectively referred to as the
     "Master Servicer Servicing Standards").

     The Master Servicer may delegate and/or assign some or all of its
servicing obligations and duties with respect to some or all of the mortgage
loans to one or more third-party subservicers (although the Master Servicer
will remain primarily responsible for the servicing of those mortgage loans).
Except as otherwise described under "--Inspections; Collection of Operating
Information" below, the Master Servicer will be responsible initially for the
servicing and administration of the entire pool of mortgage loans (including
the Lowe's Aliso Viejo AB Mortgage Loan Pair).

     The Special Servicer will be required to service and administer the
Mortgage Loans for which it is responsible in accordance with applicable law,
the terms of the Pooling and Servicing Agreement and the mortgage loan
documents (and the terms of any related intercreditor


                                     S-146


agreement, which will govern in the event of any disagreement between such
intercreditor agreement and the Pooling and Servicing Agreement) and, to the
extent consistent with the foregoing, in accordance with the higher of the
following standards of care: (1) the same manner in which, and with the same
care, skill, prudence and diligence with which the Special Servicer services
and administers similar mortgage loans for other third-party portfolios, and
(2) the same care, skill, prudence and diligence with which the Special
Servicer services and administers commercial, multifamily and manufactured
housing community mortgage loans owned by the Special Servicer, in either case,
with a view to the maximization of recovery of principal and interest on a net
present value basis on the mortgage loans or Specially Serviced Mortgage Loans,
as applicable, and the best interests of the trust and the Certificateholders
(and in the case of the Lowe's Aliso Viejo AB Mortgage Loan, the holder of the
Lowe's Aliso Viejo Subordinate Companion Loan, taking into account the
subordinate nature of the Lowe's Aliso Viejo Subordinate Companion Loan,
subject to any rights contained in the Lowe's Aliso Viejo Intercreditor
Agreement) as a collective whole, as determined by the Special Servicer, in its
reasonable judgment, in either case giving due consideration to the customary
and usual standards of practice of prudent institutional, multifamily and
commercial loan servicers but without regard to:

          (A) any relationship that the Special Servicer, or any of its
     affiliates, may have with the related borrower or any borrower affiliate,
     any Mortgage Loan Seller or any other party to the Pooling and Servicing
     Agreement;

          (B) the ownership of any Certificate or, if applicable, the Lowe's
     Aliso Viejo Subordinate Companion Loan, by the Special Servicer or any of
     its affiliates;

          (C) the Special Servicer's right to receive compensation (or the
     adequacy thereof) for its services under the Pooling and Servicing
     Agreement or with respect to any particular transaction;

          (E) the ownership, servicing or management for others of any other
     mortgage loans or mortgaged properties by the Special Servicer;

          (F) any option to purchase any Mortgage Loan or Companion Loan it may
     have;

          (G) and any debt that the Special Servicer, or any of its affiliates,
     has extended to any borrower or any of its affiliates (the foregoing,
     collectively referred to as the "Special Servicer Servicing Standards").
     "Servicing Standards" means (i) with respect to the Master Servicer, the
     Master Servicer Servicing Standards and (ii) with respect to the Special
     Servicer, the Special Servicer Servicing Standards.

     Except in certain limited circumstances set forth in the Pooling and
Servicing Agreement, the Special Servicer will not be permitted to appoint
sub-servicers with respect to any of its servicing obligations and duties.

     Except as otherwise described under "--Inspections; Collection of
Operating Information" below, the Master Servicer will be responsible initially
for the servicing and administration of the entire pool of mortgage loans
(including the Lowe's Aliso Viejo AB Mortgage Loan Pair). The Master Servicer
will be required to transfer its servicing responsibilities to the Special
Servicer with respect to any mortgage loan (and any related Subordinate
Companion Loan):

          (1) as to which a payment default has occurred at its original
     maturity date, or, if the original maturity date has been extended, at its
     extended maturity date; or in the case of a balloon payment, such payment
     is delinquent and the related borrower has not provided the Master Servicer
     (who shall promptly notify the Special Servicer and the Directing
     Certificateholder of such delinquency) on or prior to the related maturity
     date (or, with respect to a mortgage loan where the borrower continues to
     make its Assumed Scheduled Payment and diligently pursues financing, prior
     to the 60th day after the related maturity date) with a bona fide written
     commitment for refinancing reasonably satisfactory in form and substance to
     the Master Servicer, which provides that such refinancing will occur within
     120 days, provided that if such refinancing does not occur within such
     period, the related


                                     S-147


     mortgage loan will become a Specially Serviced Mortgage Loan at the end of
     the 120-day period (or at the end of any shorter period beyond the date on
     which that balloon payment was due within which the refinancing is
     scheduled to occur);

          (2) as to which any Periodic Payment (other than a balloon payment or
     other payment due at maturity) is more than 60 days delinquent (unless,
     prior to such Periodic Payment becoming more than 60 days delinquent, in
     the case of the Lowe's Aliso Viejo AB Mortgage Loan or Mortgage Loan with
     mezzanine debt, the holder of the Lowe's Aliso Viejo Subordinate Companion
     Loan or mezzanine loan cures such delinquency);

          (3) as to which the borrower has entered into or consented to
     bankruptcy, appointment of a receiver or conservator or a similar
     insolvency proceeding, or the borrower has become the subject of a decree
     or order for that proceeding (provided that if the appointment, decree or
     order is stayed or discharged, or the case dismissed within 60 days that
     mortgage loan will not be considered a Specially Serviced Mortgage Loan
     during that period), or the related borrower has admitted in writing its
     inability to pay its debts generally as they become due;

          (4) as to which the Master Servicer has received notice of the
     foreclosure or proposed foreclosure of any other lien on the Mortgaged
     Property;

          (5) as to which, in the judgment of the Master Servicer or Special
     Servicer (in the case of the Special Servicer, with the consent of the
     Directing Certificateholder), as applicable, a payment default is imminent
     and is not likely to be cured by the borrower within 60 days;

          (6) as to which a default of which the Master Servicer or the Special
     Servicer, as applicable, has notice (other than a failure by the related
     borrower to pay principal or interest) and which the Master Servicer or
     Special Servicer (in the case of the Special Servicer, with the consent of
     the Directing Certificateholder), determines, in its good faith reasonable
     judgment, may materially and adversely affect the interests of the
     Certificateholders (or, with respect to the Lowe's Aliso Viejo AB Mortgage
     Loan, the interest of the holder of the Lowe's Aliso Viejo Subordinate
     Companion Loan) has occurred and remains unremediated for the applicable
     grace period specified in the mortgage loan documents, other than the
     failure to maintain terrorism insurance if such failure constitutes an
     Acceptable Insurance Default (or if no grace period is specified for events
     of default which are capable of cure, 60 days); or

          (7) as to which the Master Servicer or Special Servicer (in the case
     of the Special Servicer, with the consent of the Directing
     Certificateholder) determines that (i) a default (other than as described
     in clause (5) above) under the mortgage loan is imminent, (ii) such default
     will materially impair the value of the corresponding Mortgaged Property as
     security for the mortgage loan or otherwise materially adversely affect the
     interests of Certificateholders (or, with respect to the Lowe's Aliso Viejo
     AB Mortgage Loan, the holder of the Lowe's Aliso Viejo Subordinate
     Companion Loan), and (iii) the default will continue unremedied for the
     applicable cure period under the terms of the mortgage loan or, if no cure
     period is specified and the default is capable of being cured, for 30 days
     (provided that such 30-day grace period does not apply to a default that
     gives rise to immediate acceleration without application of a grace period
     under the terms of the mortgage loan); provided that any determination that
     a special servicing transfer event has occurred under this clause (7), with
     respect to any mortgage loan solely by reason of the failure (or imminent
     failure) of the related borrower to maintain or cause to be maintained
     insurance coverage against damages or losses arising from acts of
     terrorism, may only be made by the Special Servicer (with the consent of
     the Directing Certificateholder) as described under "--Maintenance of
     Insurance" below.

     However, the Master Servicer will be required to continue to (w) receive
payments on the mortgage loan (including amounts collected by the Special
Servicer), (x) make certain calculations with respect to the mortgage loan, (y)
make remittances and prepare certain reports to the Certificateholders with
respect to the mortgage loan and (z) receive the Servicing Fee in respect


                                     S-148


of the mortgage loan at the Servicing Fee Rate. If the related Mortgaged
Property is acquired in respect of any mortgage loan (upon acquisition, an "REO
Property") whether through foreclosure, deed-in-lieu of foreclosure or
otherwise, the Special Servicer will continue to be responsible for its
operation and management. The mortgage loans (including the Subordinate
Companion Loans) serviced by the Special Servicer and any mortgage loans
(including the Subordinate Companion Loans) that have become REO Loans are
referred to in this prospectus supplement as the "Specially Serviced Mortgage
Loans." If the Lowe's Aliso Viejo Subordinate Companion Loan becomes specially
serviced, then the Lowe's Aliso Viejo AB Mortgage Loan will become a Specially
Serviced Mortgage Loan. If the Lowe's Aliso Viejo AB Mortgage Loan becomes a
Specially Serviced Mortgage Loan, then the Lowe's Aliso Viejo Subordinate
Companion Loan will become a Specially Serviced Mortgage Loan. The Master
Servicer will have no responsibility for the performance by the Special
Servicer of its duties under the Pooling and Servicing Agreement. Any mortgage
loan that is cross-collateralized with a Specially Serviced Mortgage Loan will
become a Specially Serviced Mortgage Loan.

     If any Specially Serviced Mortgage Loan, in accordance with its original
terms or as modified in accordance with the Pooling and Servicing Agreement,
becomes performing for at least 3 consecutive Periodic Payments (provided no
additional event of default is foreseeable in the reasonable judgment of the
Special Servicer), the Special Servicer will be required to return servicing of
that mortgage loan (a "Corrected Mortgage Loan") to the Master Servicer.

     The Special Servicer will be required to prepare a report (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
required to be delivered to the Directing Certificateholder. If the Directing
Certificateholder does not disapprove an Asset Status Report within ten
business days, the Special Servicer will be required to implement the actions
directed by the Directing Certificateholder unless such actions would violate
the Servicing Standard, in which case the Special Servicer shall implement the
recommended action as outlined in the Asset Status Report. The Directing
Certificateholder may object to any Asset Status Report within ten business
days of receipt; provided, however, that the Special Servicer will be required
to implement the recommended action as outlined in the Asset Status Report if
it makes a determination in accordance with the Servicing Standards that the
objection is not in the best interest of all the Certificateholders. If the
Directing Certificateholder disapproves the Asset Status Report and the Special
Servicer has not made the affirmative determination described above, the
Special Servicer will be required to revise the Asset Status Report as soon as
practicable thereafter, but in no event later than 30 days after the
disapproval. The Special Servicer will be required to revise the Asset Status
Report until the Directing Certificateholder fails to disapprove the revised
Asset Status Report as described above or until the Special Servicer makes a
determination that the objection is not in the best interests of the
Certificateholders; provided, however, in the event that the Directing
Certificateholder and the Special Servicer have not agreed upon an Asset Status
Report with respect to a Specially Serviced Mortgage Loan within 90 days of the
Directing Certificateholder's receipt of the initial Asset Status Report with
respect to such Specially Serviced Mortgage Loan, the Special Servicer will
implement the actions described in the most recent Asset Status Report
submitted to the Directing Certificateholder by the Special Servicer. Each
final Asset Status Report will be required to be delivered to the Master
Servicer, the Trustee (upon request), the Paying Agent and each Rating Agency.

     With respect to the Universal Hotel Portfolio Whole Loan, to the extent a
Universal Hotel Portfolio Control Appraisal Event has not occurred and is
continuing, the Universal Hotel Portfolio Operating Advisor, instead of the
Directing Certificateholder, will have all of the rights of the Directing
Certificateholder described in the immediately preceding paragraph, solely with
respect to the Universal Hotel Portfolio Whole Loan.


                                     S-149


THE DIRECTING CERTIFICATEHOLDER AND THE UNIVERSAL HOTEL PORTFOLIO OPERATING
ADVISOR

     The Directing Certificateholder will be entitled to advise the Master
Servicer or the Special Servicer with respect to the following actions and
others more particularly described in the Pooling and Servicing Agreement and,
except as otherwise described below, the Master Servicer or the Special
Servicer, as applicable, will not be permitted to take any of the following
actions as to which the Directing Certificateholder has objected in writing
within ten business days of having been notified of the proposed action
(provided that if such written objection has not been received by the Master
Servicer or the Special Servicer, as applicable, within the ten day period, the
Directing Certificateholder will be deemed to have approved such action):

     (i)    any proposed or actual foreclosure upon or comparable conversion
            (which may include acquisitions of an REO Property) of the ownership
            of properties securing such of the mortgage loans as come into and
            continue in default;

     (ii)   any modification or consent to a modification of any monetary term
            or other material term of a mortgage loan or any extension of the
            maturity date of such mortgage loan;

     (iii)  any proposed sale of a defaulted mortgage loan or REO Property
            (other than in connection with the termination of the trust as
            described under "Description of the Certificates--Termination;
            Retirement of Certificates" in this prospectus supplement) for less
            than the applicable Purchase Price;

     (iv)   any determination to bring an REO Property into compliance with
            applicable environmental laws or to otherwise address hazardous
            material located at an REO Property;

     (v)    any release of collateral or any acceptance of substitute or
            additional collateral for a mortgage loan or any consent to either
            of the foregoing, other than pursuant to the specific terms of the
            related mortgage loan and there is no material lender discretion;

     (vi)   waivers of "due-on-sale" or "due-on-encumbrance" clauses with
            respect to a mortgage loan or consent to such waiver;

     (vii)  any management company changes (with respect to mortgage loans with
            a principal balance greater than $2,500,000) or franchise changes
            for which the lender is required to consent or approve;

     (viii) releases of any escrow accounts, reserve accounts or letters of
            credit held as performance escrows or reserves, other than required
            pursuant to the specific terms of the mortgage loan and there is no
            material lender discretion;

     (ix)   any acceptance of an assumption agreement releasing a borrower from
            liability under a mortgage loan other than pursuant to the specific
            terms of such mortgage loan; and

     (x)    any determination by the Special Servicer of an Acceptable Insurance
            Default.

provided that in the event that the Master Servicer or the Special Servicer
determines that immediate action is necessary to protect the interests of the
Certificateholders (as a collective whole), the Master Servicer or the Special
Servicer, as applicable, may take any such action without waiting for the
Directing Certificateholder's response.

     In addition, the Directing Certificateholder may direct the Master
Servicer and/or the Special Servicer to take, or to refrain from taking, other
actions with respect to a mortgage loan, as the Directing Certificateholder may
reasonably deem advisable; provided that the Master Servicer and/or the Special
Servicer will not be required to take or refrain from taking any action
pursuant to instructions or objections from the Directing Certificateholder
that would cause it to violate applicable law, the related loan documents, the
Pooling and Servicing Agreement, including the Servicing Standards, or the
REMIC Provisions (and, with respect to the Lowe's Aliso Viejo AB Mortgage Loan,
subject to the rights of the holder of the Lowe's Aliso Viejo Subordinate
Companion Loan as described under "Description of the Mortgage Pool--the Lowe's
Aliso Viejo AB Mortgage Loan" in this prospectus supplement).


                                     S-150


     With respect to the Universal Hotel Portfolio Whole Loan only, the
Directing Certificateholder will not be entitled to exercise the
above-described rights, but such rights will be exercisable by the Universal
Hotel Portfolio Operating Advisor. The "Universal Hotel Portfolio Operating
Advisor" will be (a) to the extent a Universal Hotel Portfolio Control
Appraisal Event has not occurred and is continuing, a representative appointed
by the holders of the Universal Hotel Portfolio B Note and (b) upon the
occurrence and continuance of a Universal Hotel Portfolio Control Appraisal
Event, the Universal Hotel Portfolio Companion Majority Holders.

     The "Directing Certificateholder" will be the Controlling Class
Certificateholder selected by more than 50% of the Controlling Class
Certificateholders, by Certificate Balance, as certified by the Certificate
Registrar from time to time; provided, however, that (1) absent that selection,
or (2) until a Directing Certificateholder is so selected or (3) upon receipt
of a notice from a majority of the Controlling Class Certificateholders, 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.

     A "Controlling Class Certificateholder" is each holder (or Certificate
Owner, if applicable) of a Certificate of the Controlling Class as certified to
the Certificate Registrar from time to time by the holder (or Certificate
Owner).

     The "Controlling Class" will be as of any time of determination the most
subordinate Class of Certificates (other than the Class X Certificates) then
outstanding that has a Certificate Balance at least equal to 25% of the initial
Certificate Balance of that Class. For purposes of determining the identity of
the Controlling Class, the Certificate Balance of each Class will not be
reduced by the amount allocated to that Class of any Appraisal Reductions. The
Controlling Class as of the Closing Date will be the Class NR Certificates.

     Neither the Master Servicer nor the Special Servicer will be required to
take or refrain from taking any action pursuant to instructions from the
Directing Certificateholder that would cause either the Master Servicer or the
Special Servicer to violate applicable law, the related loan documents, the
Pooling and Servicing Agreement, including the Servicing Standards, or the
REMIC Provisions. Pursuant to the Universal Hotel Portfolio Intercreditor
Agreement, the Universal Hotel Portfolio Senior Noteholders, prior to the
occurrence of a Universal Hotel Portfolio Control Appraisal Event, will
generally have no right either to consult with or to direct the Universal Hotel
Portfolio Master Servicer and/or the Universal Hotel Portfolio Special Servicer
in their respective servicing of the Universal Hotel Portfolio Whole Loan. The
Universal Hotel Portfolio Senior Noteholders will generally be entitled to
receive certain reports, notices and other information from the Universal Hotel
Portfolio Master Servicer or Universal Hotel Portfolio Special Servicer, as
applicable. Following the occurrence and during the continuance of a Universal
Hotel Portfolio Control Appraisal Event, the Universal Hotel Portfolio Senior
Noteholders will have the rights that are given to the Universal Hotel
Portfolio B Noteholder prior to a Universal Hotel Portfolio Control Appraisal
Event, as discussed below. Prior to the occurrence of a Universal Hotel
Portfolio Control Appraisal Event, the operating advisor appointed by the
holders of the Universal Hotel Portfolio B Note (the "Universal Hotel Portfolio
Operating Advisor") will have certain rights to advise the Universal Hotel
Portfolio Special Servicer and the Universal Hotel Portfolio Master Servicer.
Pursuant to the Universal Hotel Portfolio Pooling Agreement, the Universal
Hotel Portfolio Operating Advisor may object to any asset status report in a
manner similar to the procedures that are applicable to the Directing
Certificateholder with respect to an Asset Status Report for any mortgage loan
as described above under "--General."

     With respect to the Universal Hotel Portfolio Whole Loan, so long as a
Universal Hotel Portfolio Control Appraisal Event has not occurred, the
Universal Hotel Portfolio Operating Advisor will be entitled to advise the
Universal Hotel Portfolio Special Servicer with respect to the following
actions and other actions more particularly described in the Universal Hotel
Portfolio Pooling Agreement and, except as otherwise described below, the
Universal Hotel Portfolio


                                     S-151


Special Servicer will not be permitted to take any of the following actions as
to which the Universal Hotel Portfolio Operating Advisor has objected in
writing within ten business days of having been notified of the proposed action
(provided that if such written objection has not been delivered to the
Universal Hotel Portfolio Special Servicer within the ten day period, the
Universal Hotel Portfolio Operating Advisor will be deemed to have approved
such action):

          (1) any management company changes or franchise changes with respect
     to the Universal Hotel Portfolio Whole Loan for which the Universal Hotel
     Portfolio Master Servicer is required to consent or approve;

          (2) releases of any escrows, reserves or letters of credit held as
     performance escrows or reserves, other than pursuant to the specific terms
     of the Universal Hotel Portfolio Whole Loan;

          (3) any acceptance or consent to the acceptance of an assumption
     agreement releasing the borrower from liability under the Universal Hotel
     Portfolio Whole Loan other than pursuant to the specific terms of the
     Universal Hotel Portfolio Whole Loan;

          (4) any determination of an Acceptable Insurance Default under the
     Universal Hotel Portfolio Pooling Agreement; and

          (5) any replacement of the property manager;

provided that, in the event that the Universal Hotel Portfolio Special Servicer
determines that immediate action is necessary to protect the interests of the
Certificateholders under the Universal Hotel Portfolio Pooling Agreement and
the holder of the Universal Hotel Portfolio Loan (as a collective whole), the
Universal Hotel Portfolio Special Servicer may take any such action without
waiting for the Universal Hotel Portfolio Operating Advisor's response.

     In addition, the Universal Hotel Portfolio Operating Advisor may direct
the Universal Hotel Portfolio Special Servicer to take, or to refrain from
taking, other actions with respect to the Universal Hotel Portfolio Whole Loan,
as the Universal Hotel Portfolio Operating Advisor may reasonably deem
advisable; provided that the Universal Hotel Portfolio Special Servicer will
not be required to take or refrain from taking any action pursuant to
instructions from the Universal Hotel Portfolio Operating Advisor that would
cause it to violate applicable law, the Universal Hotel Portfolio Pooling
Agreement, including the servicing standards under the Universal Hotel
Portfolio Pooling Agreement, the Universal Hotel Portfolio Intercreditor
Agreement or the REMIC Provisions. Furthermore, the Universal Hotel Portfolio
Special Servicer will not be obligated to seek approval from the Universal
Hotel Portfolio Operating Advisor, as contemplated above, for any actions to be
taken by the Universal Hotel Portfolio Special Servicer with respect to the
Universal Hotel Portfolio Whole Loan if: (i) the Universal Hotel Portfolio
Special Servicer has, as described above, notified the Universal Hotel
Portfolio Operating Advisor in writing of various actions that the Universal
Hotel Portfolio Special Servicer proposes to take with respect to the workout
or liquidation of Universal Hotel Portfolio Whole Loan and (ii) for 60 days
following the first such notice, the Universal Hotel Portfolio Operating
Advisor has objected to all of those proposed actions but has failed to suggest
any alternative actions that the Universal Hotel Portfolio Special Servicer
considers to be consistent with the servicing standards. Upon the occurrence
and continuance of a Universal Hotel Portfolio Control Appraisal Event, the
Directing Certificateholder and the directing certificateholder with respect to
each securitized Universal Hotel Portfolio Companion Pari Passu Note will
instead concurrently be entitled to exercise rights and powers substantially
similar to those of the holder of the Universal Hotel Portfolio B Note, but in
the event such holders give conflicting consents or directions to the Universal
Hotel Portfolio Master Servicer or the Universal Hotel Portfolio Special
Servicer, as applicable, and at least two such directions satisfy the servicing
standards (as determined by an operating advisor jointly appointed by the
holders of the Universal Hotel Portfolio loans other than Universal Hotel
Portfolio B Note) the Universal Hotel Portfolio Master Servicer or the
Universal Hotel Portfolio Special Servicer, as applicable, will be required to
follow the directions of such jointly appointed operating advisor.


                                     S-152


LIMITATION ON LIABILITY OF DIRECTING CERTIFICATEHOLDER

     The Directing Certificateholder will not be liable to the trust fund or
the Certificateholders for any action taken, or for refraining from the taking
of any action for errors in judgment. However, the Directing Certificateholder
will not be protected against any liability to the Controlling Class
Certificateholders that 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, that the Directing Certificateholder and, with respect to the
Universal Hotel Portfolio Loan, the Universal Hotel Portfolio Operating
Advisor:

          (a) may have special relationships and interests that conflict with
     those of holders of one or more Classes of Certificates,

          (b) may act solely in the interests of the holders of the Controlling
     Class (or, with respect to the Universal Hotel Portfolio Operating Advisor,
     the holders of the Universal Hotel Portfolio B Note),

          (c) does not have any liability or duties to the holders of any Class
     of Certificates other than the Controlling Class (or, with respect to the
     Universal Hotel Portfolio Operating Advisor, the holders of the Universal
     Hotel Portfolio B Note),

          (d) may take actions that favor the interests of the holders of the
     Controlling Class (or with respect to the Universal Hotel Portfolio
     Operating Advisor, the holders of the Universal Hotel Portfolio B Note)
     over the interests of the holders of one or more other Classes of
     Certificates, and

          (e) will have no liability whatsoever for having so acted and that no
     Certificateholder may take any action whatsoever against the Directing
     Certificateholder (or, with respect to the Universal Hotel Portfolio Whole
     Loan, the Universal Hotel Portfolio Operating Advisor) or any director,
     officer, employee, agent or principal of the Directing Certificateholder
     (or, with respect to the Universal Hotel Portfolio Whole Loan, the
     Universal Hotel Portfolio Operating Advisor) for having so acted.

     The taking of, or refraining from the taking of, any action by the Master
Servicer or the Special Servicer in accordance with the direction or approval
of the Directing Certificateholder that does not violate any law or the
Servicing Standards or any other provisions of the Pooling and Servicing
Agreement will not result in any liability on the part of the Master Servicer
or the Special Servicer.

     Generally, the holder of the Lowe's Aliso Viejo Subordinate Companion Loan
and its designee will have limitations on liability with respect to actions
taken in connection with the Lowe's Aliso Viejo AB Mortgage Loan similar to the
limitations of the Directing Certificateholder described above.

THE MASTER SERVICER

     GMAC Commercial Mortgage Corporation (the "Master Servicer") is a
California corporation with its principal offices located at 200 Witmer Road,
Horsham, Pennsylvania 19044. As of June 30, 2005, the Master Servicer was the
servicer of a portfolio of multifamily and commercial loans totaling
approximately $214.2 billion in aggregate outstanding principal balance.

     The information set forth in the immediately preceding paragraph
concerning the Master Servicer has been provided by the Master Servicer and
neither the Depositor nor the Underwriters make any representation or warranty
as to the accuracy or completeness of that information. The Master Servicer
makes no representations as to the validity or sufficiency of the Pooling and
Servicing Agreement, the Certificates, the mortgage loans, this prospectus
supplement or related documents.


                                     S-153


THE SPECIAL SERVICER

     CWCapital Asset Management LLC, a Massachusetts limited liability company
with an address of 1919 Pennsylvania Avenue N.W., Washington, D.C. 20006, will
initially be appointed as special servicer under the Pooling and Servicing
Agreement. CWCapital Asset Management LLC or its affiliates are involved in
real estate investment, finance and management. CWCapital Asset Management LLC
was organized in June, 2005. In July of 2005 it acquired Allied Capital
Corporation's special servicing operations and replaced Allied Capital
Corporation as special servicer for all transactions for which Allied Capital
Corporation served as special servicer As of July 31, 2005, CWCapital Asset
Management LLC acted as special servicer for approximately $18.5 billion of
commercial real estate assets representing approximately 2,666 mortgage loans
and foreclosure properties within 20 commercial mortgage loan securitization
transactions. It is anticipated that an affiliate or affiliates of CWCapital
Asset Management LLC may acquire certain of the Certificates not offered
hereunder and may be the initial Controlling Class Representative.

     The information set forth in this prospectus supplement concerning the
Special Servicer has been provided by the Special Servicer.

REPLACEMENT OF THE SPECIAL SERVICER

     The Special Servicer may be removed, and a successor Special Servicer
appointed, at any time by the Directing Certificateholder, provided that each
Rating Agency confirms in writing that the replacement of the Special Servicer,
in and of itself, will not cause a qualification, withdrawal or downgrade of
the then-current ratings assigned to any Class of Certificates.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

     The fee of the Master Servicer (the "Servicing Fee") will be payable
monthly from amounts received in respect of the mortgage loans (including the
Universal Hotel Portfolio Loan) and, if provided under the Lowe's Aliso Viejo
Intercreditor Agreement, the Lowe's Aliso Viejo Subordinate Companion Loan will
accrue at a rate (the "Servicing Fee Rate"), equal to a per annum rate ranging
from 0.0100% to 0.1350%. As of the Cut-off Date the weighted average Servicing
Fee Rate will be approximately 0.0276% per annum. In addition to the Servicing
Fee, the Master Servicer will be entitled to retain, as additional servicing
compensation, (1) a specified percentage of application, defeasance and certain
non-material modification, waiver and consent fees, provided, with respect to
the non-material modification, waiver and consent fees, the consent of the
Special Servicer is not required for the related transaction, (2) a specified
percentage of all assumption (subject to certain subservicing agreements),
extension, material modification, waiver, consent and earnout fees, in each
case, with respect to all mortgage loans and, if provided under the Lowe's
Aliso Viejo Intercreditor Agreement, the Lowe's Aliso Viejo Subordinate
Companion Loan if it is not a Specially Serviced Mortgage Loan, but arise from
a transaction that requires the approval of the Special Servicer and (3) late
payment charges and default interest paid by the borrowers (that were collected
while the related mortgage loans and, if provided under the Lowe's Aliso Viejo
Intercreditor Agreement, the Lowe's Aliso Viejo Subordinate Companion Loan was
not a Specially Serviced Mortgage Loans), but only to the extent such late
payment charges and default interest are not needed to pay interest on Advances
or certain additional trust fund expenses incurred with respect to the related
mortgage loan or the Lowe's Aliso Viejo Subordinate Companion Loan since the
Closing Date. The Master Servicer also is authorized but not required to invest
or direct the investment of funds held in the Certificate Account in Permitted
Investments, and the Master Servicer will be entitled to retain any interest or
other income earned on those funds and will bear any losses resulting from the
investment of these funds, except as set forth in the Pooling and Servicing
Agreement. The Master Servicer also is entitled to retain any interest earned
on any servicing escrow account to the extent the interest is not required to
be paid to the related borrowers.

     The Servicing Fee is calculated on the Stated Principal Balance of the
mortgage loans (except for the Universal Hotel Portfolio Whole Loan) and the
Lowe's Aliso Viejo Subordinate Companion


                                     S-154


Loan and in the same manner as interest is calculated on the mortgage loans and
the Lowe's Aliso Viejo Subordinate Companion Loan. The Servicing Fee for each
mortgage loan is included in the Administrative Cost Rate listed for that
mortgage loan on Annex A-1. Any Servicing Fee Rate calculated on an Actual/360
Basis will be recomputed on a 30/360 Basis for purposes of calculating the Net
Mortgage Rate. Notwithstanding the foregoing, with respect to the Lowe's Aliso
Viejo Subordinate Companion Loan, the Servicing Fee, if any, will be computed
as provided in the Lowe's Aliso Viejo Intercreditor Agreement.

     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 Universal Hotel Portfolio Loan will be
serviced under the Universal Hotel Portfolio Pooling Agreement (including those
occasions under the Universal Hotel Portfolio Pooling Agreement when the
servicing of the Universal Hotel Portfolio Loan has been transferred from the
Universal Hotel Portfolio Master Servicer to the Universal Hotel Portfolio
Special Servicer).

     Accordingly, in its capacity as the Special Servicer under the Pooling and
Servicing Agreement, the Special Servicer will not be entitled to receive any
special servicing compensation for the Universal Hotel Portfolio Loan. Only the
Universal Hotel Portfolio Special Servicer will be entitled to special
servicing compensation on the Universal Hotel Portfolio Loan.

     The "Special Servicing Fee" will accrue with respect to each Specially
Serviced Mortgage Loan (except for the Universal Hotel Portfolio Whole Loan) at
a rate equal to 0.25% per annum (the "Special Servicing Fee Rate"), in each
case calculated on the basis of the Stated Principal Balance of the related
Specially Serviced Mortgage Loans and in the same manner as interest is
calculated on the Specially Serviced Mortgage Loans, and will be payable
monthly, first from Liquidation Proceeds and Insurance and Condemnation
Proceeds and then from general collections on all the mortgage loans and any
REO Properties in the trust fund.

     The "Workout Fee" will generally be payable with respect to each Corrected
Mortgage Loan (except for the Universal Hotel Portfolio Whole Loan) and will be
calculated by application of a "Workout Fee Rate" of 1.00% to each collection
of interest and principal (including scheduled payments, prepayments, balloon
payments, and payments at maturity) received on the respective mortgage loan
for so long as it remains a Corrected Mortgage Loan. The Workout Fee with
respect to any Corrected Mortgage Loan will cease to be payable if the
Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan but
will become payable again if and when the mortgage loan again becomes a
Corrected Mortgage Loan.

     If the Special Servicer is terminated (other than for cause) or resigns,
it shall retain the right to receive any and all Workout Fees payable with
respect to a mortgage loan that became a Corrected Mortgage Loan during the
period that it acted as Special Servicer and remained a Corrected Mortgage Loan
at the time of that termination or resignation, but such fee will cease to be
payable if the Corrected Mortgage Loan again becomes a Specially Serviced
Mortgage Loan. The successor special servicer will not be entitled to any
portion of those Workout Fees. If the Special Servicer resigns or is terminated
other than for cause, it will receive any Workout Fees payable on Specially
Serviced Mortgage Loans for which the resigning or terminated Special Servicer
had cured the event of default through a modification, restructuring or workout
negotiated by the Special Servicer and evidenced by a signed writing, but which
had not as of the time the Special Servicer resigned or was terminated become a
Corrected Mortgage Loan solely because the borrower had not made three
consecutive timely Periodic Payments and which subsequently becomes a Corrected
Mortgage Loan as a result of the borrower making such three consecutive timely
Periodic Payments. The Special Servicer will not be entitled to receive any
Workout Fees after a termination for cause.

     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 partial payment to the extent such prepayment
is required by the Special Servicer as a condition to a workout) 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


                                     S-155


Liquidation Proceeds or Insurance and Condemnation Proceeds. The Liquidation
Fee for each Specially Serviced Mortgage Loan will be payable from, and will be
calculated by application of a "Liquidation Fee Rate" of 1.00% to the related
payment or proceeds. Notwithstanding anything to the contrary described above,
no Liquidation Fee will be payable based upon, or out of, Liquidation Proceeds
received in connection with (i) the repurchase of, or substitution for, any
mortgage loan by a Mortgage Loan Seller for a breach of representation or
warranty or for defective or deficient mortgage loan documentation within the
time period (or extension thereof) provided for such repurchase or substitution
or, if such repurchase or substitution occurs after such time period, only if
the Mortgage Loan Seller was acting in good faith to resolve such breach or
defect, (ii) the purchase of any Specially Serviced Mortgage Loan by the
majority holder of the Controlling Class within the first 90 days after the
Special Servicer's determination of the fair value of such Specially Serviced
Loan (or with respect to the Lowe's Aliso Viejo AB Mortgage Loan, the holder of
the Lowe's Aliso Viejo Subordinate Companion Loan, provided that the purchase
occurs within the first 90 days after such option to purchase first becomes
exercisable), the Special Servicer, within the first 90 days after the Special
Servicer's determination of the fair value of such Specially Serviced Loan, or
its assignee (other than an unaffiliated assignee of the Special Servicer which
purchases such Specially Serviced Mortgage Loan more than 90 days following the
Special Servicer's determination of the fair value of such Specially Serviced
Mortgage Loan) or the Master Servicer, (iii) the purchase of all of the
mortgage loans and REO Properties in connection with an optional termination of
the trust fund, (iv) the purchase of the Universal Hotel Portfolio Loan or the
Universal Hotel Portfolio B Note pursuant to the intercreditor agreement or by
the majority holder of the controlling class under the Universal Hotel
Portfolio Pooling Agreement, the Universal Hotel Portfolio Master Servicer or
the Universal Hotel Portfolio Special Servicer pursuant to the Universal Hotel
Portfolio Pooling Agreement, (v) the purchase of the Lowe's Aliso Viejo AB
Mortgage Loan by the holder of the Lowe's Aliso Viejo Subordinate Companion
Loan within the first 90 days after the Lowe's Aliso Viejo AB Mortgage Loan
becomes a Specially Serviced Mortgage Loan or (vi) the purchase of any loan by
a related mezzanine lender, provided that, to the extent provided in the
related intercreditor agreement, a Liquidation Fee will be payable with respect
to any purchase by a mezzanine lender, if such purchase by the related
mezzanine lender does not occur within 90 days following the date the related
mortgage loan becomes a Specially Serviced Mortgage Loan. The Special Servicer
may not receive a Workout Fee and a Liquidation Fee with respect to the same
proceeds collected on a mortgage loan.

     The Special Servicer will also be entitled to additional servicing
compensation in the form of all application fees or other fees with respect to
assumptions, extensions and modifications and all defeasance fees, in each
case, received with respect to the Specially Serviced Mortgage Loans, and a
specified percentage of all application, assumption, extension, material
modification, waiver, consent and earnout fees received with respect to all
mortgage loans that are not Specially Serviced Mortgage Loans and for which the
Special Servicer's consent or approval is required. The Special Servicer will
also be entitled to late payment charges and default interest paid by the
borrowers and collected while the related mortgage loans were Specially
Serviced Mortgage Loans and that are not needed to pay interest on Advances or
certain additional trust fund expenses with respect to the related mortgage
loan since the Closing Date. The Special Servicer will not be entitled to
retain any portion of Excess Interest paid on the ARD Loans.

     Although the Master Servicer and the Special Servicer are each required to
service and administer the pool of mortgage loans in accordance with the
Servicing Standards above and, accordingly, without regard to their rights to
receive compensation under the Pooling and Servicing Agreement, additional
servicing compensation in the nature of assumption and modification fees may
under certain circumstances provide the Master Servicer or the Special
Servicer, as the case may be, with an economic disincentive to comply with this
standard.

     As and to the extent described in this prospectus supplement under
"Description of the Certificates--Advances," the Master Servicer and the
Special Servicer, as applicable, will be


                                     S-156


entitled to receive interest on Advances, which will be paid contemporaneously
with the reimbursement of the related Advance.

     Each of the Master Servicer and the Special Servicer will be required to
pay its overhead and any general and administrative expenses incurred by it in
connection with its servicing activities under the Pooling and Servicing
Agreement. Neither the Master Servicer nor the Special Servicer will be
entitled to reimbursement for any expenses incurred by it except as expressly
provided in the Pooling and Servicing Agreement. The Master Servicer will be
responsible for all fees payable to any sub-servicers. See "Description of the
Certificates--Distributions--Method, Timing and Amount" in this prospectus
supplement and "Description of the Pooling Agreements--Certificate Account" and
"--Servicing Compensation and Payment of Expenses" in the prospectus.

     If a borrower prepays a mortgage loan, in whole or in part, after the due
date but on or before the Determination Date in any calendar month, the amount
of interest (net of related 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) will, to the
extent actually collected, constitute a "Prepayment Interest Excess."
Conversely, if a borrower prepays a mortgage loan, in whole or in part, after
the Determination Date (or, with respect to each mortgage loan with a due date
occurring after the related Determination Date, the related due date) in any
calendar month and does not pay interest on such prepayment through the
following due date, then the shortfall in a full month's interest (net of
related Servicing Fees and any Excess Interest) on such prepayment will
constitute a "Prepayment Interest Shortfall." 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, as determined on a pool-wide aggregate basis.

     The Master Servicer will be required to deliver to the Paying Agent for
deposit in the Distribution Account on each Master Servicer Remittance Date,
without any right of reimbursement thereafter, a cash payment (a "Compensating
Interest Payment") in an amount equal to the lesser of (i) the aggregate amount
of Prepayment Interest Shortfalls incurred in connection with voluntary
Principal Prepayments received in respect of the mortgage loans (other than a
Specially Serviced Mortgage Loan or a mortgage loan on which the Special
Servicer allowed a prepayment on a date other than the applicable Due Date) for
the related Distribution Date, and (ii) the aggregate of (A) that portion of
its Servicing Fees for the related Distribution Date that is, in the case of
each and every mortgage loan and REO Loan for which such Servicing Fees are
being paid in such Due Period, calculated at 0.01% per annum, (B) all
Prepayment Interest Excesses in respect of the mortgage loans for the related
Distribution Date and (C) to the extent earned solely on principal payments,
net investment earnings received by the Master Servicer during such Due Period
with respect to the mortgage loans and related Companion Loan subject to such
prepayment. If a Prepayment Interest Shortfall occurs as a result of the Master
Servicer's allowing the related borrower to deviate from the terms of the
related mortgage loan documents regarding principal prepayments (other than (X)
subsequent to a default under the related mortgage loan documents, (Y) pursuant
to applicable law or a court order, or (Z) at the request or with the consent
of the Directing Certificateholder), then, for purposes of calculating the
Compensating Interest Payment for the related Distribution Date, the amount in
clause (ii) above shall be the aggregate of (A) all Servicing Fees for such Due
Period, (B) all Prepayment Interest Excesses and (C) to the extent earned on
principal prepayments, net investment earnings received by the Master Servicer
during such Due Period with respect to the mortgage loan subject to such
prepayment. In no event will the rights of the Certificateholders to the offset
of the aggregate Prepayment Interest Shortfalls be cumulative.

MAINTENANCE OF INSURANCE

     To the extent permitted by the related mortgage loan and required by the
Servicing Standards, the Master Servicer will be required to use efforts
consistent with the Servicing Standards (other than with respect to the
Universal Hotel Portfolio Loan, which is serviced under the Universal Hotel
Portfolio Pooling Agreement) to cause each borrower to maintain for the


                                     S-157


related Mortgaged Property all insurance coverage required by the terms of the
mortgage loan documents, except to the extent that the failure of the related
borrower to do so is an Acceptable Insurance Default (as defined below). This
insurance coverage is required to be in the amounts, and from an insurer
meeting the requirements, set forth in the related mortgage loan documents. If
the borrower does not maintain such coverage, subject to its recoverability
determination with respect to any required Servicing Advance, the Master
Servicer (with respect to mortgage loans) or the Special Servicer (with respect
to REO Properties), as the case may be, will be required to maintain such
coverage to the extent such coverage is available at commercially reasonable
rates as determined by the Special Servicer in accordance with the Servicing
Standards, and the Trustee has an insurable interest; provided that the Master
Servicer will not be obligated to maintain insurance against property damage
resulting from terrorist or similar acts if the borrower's failure is an
Acceptable Insurance Default as determined by the Special Servicer; provided,
further, that the Master Servicer shall not itself be required to maintain any
insurance coverage with respect to a Mortgaged Property that is not available
at commercially reasonable rates (and the Directing Certificateholder will have
the right to consent to any such determination) or as to which the Trustee, as
mortgagee, does not have an insurable interest. The coverage of that kind of
policy will be in an amount that is not less than the lesser of the full
replacement cost of the improvements securing that mortgage loan or the
outstanding principal balance owing on that mortgage loan, but in any event, in
an amount sufficient to avoid the application of any co-insurance clause unless
otherwise noted in the related mortgage loan documents. After the Master
Servicer determines that a Mortgaged Property is located in an area identified
as a federally designated special flood hazard area (and flood insurance has
been made available), the Master Servicer will be required to use efforts
consistent with the Servicing Standards to (1) cause each borrower to maintain
(to the extent required by the related mortgage loan documents), and if the
borrower does not so maintain, will be required to (2) itself maintain to the
extent the Trustee, as mortgagee, has an insurable interest in the Mortgaged
Property and is available at commercially reasonable rates (as determined by
the Master Servicer or the Special Servicer, as applicable, in accordance with
the Servicing Standards) a flood insurance policy in an amount representing
coverage not less than the lesser of (1) the outstanding principal balance of
the related mortgage loan and (2) the maximum amount of insurance which is
available under the National Flood Insurance Act of 1968, as amended, but only
to the extent that the related mortgage loan permits the lender to require the
coverage and maintaining coverage is consistent with the Servicing Standards.
The Directing Certificateholder shall have no liability with respect to that
determination.


     Notwithstanding the foregoing, with respect to the mortgage loans that
either (x) require the borrower to maintain "all risk" property insurance (and
do not expressly permit an exclusion for terrorism) or (y) contain provisions
generally requiring the applicable borrower to maintain insurance in types and
against such risks as the holder of such mortgage loan reasonably requires from
time to time in order to protect its interests, the Master Servicer will be
required to, consistent with the Servicing Standards, (A) actively monitor
whether the insurance policies for the related Mortgaged Property contain
exclusions in addition to those customarily found in insurance policies prior
to September 11, 2001 ("Additional Exclusions"), (B) request the borrower to
either purchase insurance against the risks specified in the Additional
Exclusions or provide an explanation as to its reasons for failing to purchase
such insurance, and (C) notify the Special Servicer if it has knowledge that
any insurance policy contains Additional Exclusions or if it has knowledge that
any borrower fails to purchase the insurance requested to be purchased by the
Master Servicer pursuant to clause (B) above. If the Special Servicer
determines in accordance with the Servicing Standards that such failure is not
an Acceptable Insurance Default, the Special Servicer will be required to
notify the Master Servicer and the Master Servicer will be required to use
efforts consistent with the Servicing Standards to cause the borrower to
maintain such insurance. If the Special Servicer determines that such failure
is an Acceptable Insurance Default, it will be required to inform each Rating
Agency as to such conclusions for those mortgage loans that (i) have one of the
ten (10) highest outstanding principal balances of the mortgage loans


                                     S-158


then included in the trust or (ii) comprise more than 5% of the outstanding
principal balance of the mortgage loans then included in the trust.

     "Acceptable Insurance Default" means, with respect to any mortgage loan, a
default under the related mortgage loan documents arising by reason of any
failure on the part of the related borrower to maintain with respect to the
related mortgaged real property specific insurance coverage with respect to, or
an all-risk casualty insurance policy that does not specifically exclude,
terrorist or similar acts, and/or any failure on the part of the related
borrower to maintain with respect to the related mortgaged real property
insurance coverage with respect to damages or casualties caused by terrorist or
similar acts upon terms not materially less favorable than those in place as of
the Closing Date, as to which default the Master Servicer and the Special
Servicer may forbear taking any enforcement action; provided that the Special
Servicer has determined, in its reasonable judgment, based on inquiry
consistent with the Servicing Standards and with the Directing
Certificateholder's consent, that either (a) such insurance is not available at
commercially reasonable rates and that such hazards are not at the time
commonly insured against for properties similar to the related mortgaged real
property and located in or around the region in which such related mortgaged
real property is located, or (b) such insurance is not available at any rate;
provided, however, the Directing Certificateholder will not have more than 30
days to respond to the Special Servicer's request for consent; provided,
further, that upon the Special Servicer's determination, consistent with the
Servicing Standards, that exigent circumstances do not allow the Special
Servicer to wait for the consent of the Directing Certificate, the Special
Servicer will not be required to do so. The Special Servicer shall be entitled
to rely on insurance consultants in making the determinations described above
and the cost of such consultants shall be paid from the Certificate Account as
a Servicing Advance.

     During the period that the Special Servicer is evaluating the availability
of such insurance, neither the Master Servicer nor the Directing
Certificateholder will be liable for any loss related to the failure to require
the borrower to maintain such insurance and will not be in default of its
obligations as a result of such failure.

     The Special Servicer will be required to maintain (or cause to be
maintained), fire and hazard insurance on each REO Property (other than any REO
Property with respect to the Universal Hotel Portfolio, which is serviced under
the Universal Hotel Portfolio Pooling Agreement), to the extent obtainable at
commercially reasonable rates, in an amount that is at least equal to the
lesser of (1) the full replacement cost of the improvements on the REO
Property, or (2) the outstanding principal balance owing on the related
mortgage loan, and in any event, the amount necessary to avoid the operation of
any co-insurance provisions. In addition, if the REO Property is located in an
area identified as a federally designated special flood hazard area, the
Special Servicer will be required to cause to be maintained, to the extent
available at commercially reasonable rates (as determined by the Special
Servicer in accordance with the Servicing Standards), a flood insurance policy
meeting the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage not less than the maximum
amount of insurance that is available under the National Flood Insurance Act of
1968, as amended.

     The Pooling and Servicing Agreement provides that the Master Servicer and
the Special Servicer may satisfy their respective obligations to cause each
borrower to maintain a hazard insurance policy by maintaining a blanket or
master single interest or force-placed policy insuring against hazard losses on
the mortgage loans and REO Properties. Any losses incurred with respect to
mortgage loans or REO Properties due to uninsured risks (including earthquakes,
mudflows and floods) or insufficient hazard insurance proceeds may adversely
affect payments to Certificateholders. Any cost incurred by the Master Servicer
or Special Servicer in maintaining a hazard insurance policy, if the borrower
defaults on its obligation to do so, will be advanced by the Master Servicer as
a Servicing Advance and will be charged to the related borrower. Generally, no
borrower is required by the mortgage loan documents to maintain earthquake
insurance on any Mortgaged Property and the Special Servicer will not be
required to maintain earthquake insurance on any REO Properties. Any cost of
maintaining that kind of required insurance or other earthquake insurance
obtained by the Special Servicer will be paid out of a


                                     S-159


segregated custodial account created and maintained by the Special Servicer on
behalf of the Trustee in trust for the Certificateholders (the "REO Account")
or advanced by the Master Servicer as a Servicing Advance.

     The costs of the insurance may be recovered by the Master Servicer or
Trustee, as applicable, from reimbursements received from the borrower or, if
the borrower does not pay those amounts, as a Servicing Advance as set forth in
the Pooling and Servicing Agreement.

     No pool insurance policy, special hazard insurance policy, bankruptcy
bond, repurchase bond or certificate guarantee insurance will be maintained
with respect to the mortgage loans, nor will any mortgage loan be subject to
FHA insurance.

MODIFICATIONS, WAIVER AND AMENDMENTS

     Except as otherwise set forth in this paragraph, the Special Servicer (or,
with respect to non-material modifications, waivers and amendments, the Master
Servicer) may not waive, modify or amend (or consent to waive, modify or amend)
any provision of a mortgage loan that is not in default or as to which default
is not reasonably foreseeable except for (1) the waiver of any due-on-sale
clause or due-on-encumbrance clause to the extent permitted in the Pooling and
Servicing Agreement, and (2) any waiver, modification or amendment more than
three months after the Closing Date that would not be a "significant
modification" of the mortgage loan within the meaning of Treasury Regulations
Section 1.860G-2(b). The Master Servicer will not be permitted under the
Pooling and Servicing Agreement to agree to any modifications, waivers and
amendments without the consent of the Special Servicer except certain
non-material consents and waivers described in the Pooling and Servicing
Agreement. The Special Servicer will have the sole authority (but may be
required under the Pooling and Servicing Agreement to take direction from and
obtain the approval of the Directing Certificateholder) to approve any
assumptions, transfers of interest, material modifications, management company
changes, franchise affiliation changes, releases of performance escrows,
additional indebtedness, due-on-sale or due-on-encumbrance provisions with
respect to all mortgage loans (other than non-material modifications, waivers
and amendments).

     If, and only if, the Special Servicer determines that a modification,
waiver or amendment (including the forgiveness or deferral of interest or
principal or the substitution or release of collateral or the pledge of
additional collateral) of the terms of a Specially Serviced Mortgage Loan with
respect to which a payment default or other material default has occurred or a
payment default or other material default is, in the Special Servicer's
judgment, reasonably foreseeable, is reasonably likely to produce a greater
recovery on a net present value basis (the relevant discounting to be performed
at the related Mortgage Rate) than liquidation of the Specially Serviced
Mortgage Loan, then the Special Servicer may, but is not required to, agree to
a modification, waiver or amendment of the Specially Serviced Mortgage Loan,
subject to the restrictions and limitations described below (and with respect
to the Lowe's Aliso Viejo AB Mortgage Loan, subject to any rights of the holder
of the Lowe's Aliso Viejo Subordinate Companion Loan to consent to such
modification, waiver or amendment).

     The Special Servicer is required to use its reasonable efforts to the
extent reasonably possible to fully amortize a modified mortgage loan prior to
the Rated Final Distribution Date. The Special Servicer may not agree to a
modification, waiver or amendment of any term of any Specially Serviced
Mortgage Loan if that modification, waiver or amendment would:

          (1) extend the maturity date of the Specially Serviced Mortgage Loan
     to a date occurring later than the earlier of (A) two years prior to the
     Rated Final Distribution Date and (B) if the Specially Serviced Mortgage
     Loan is secured by a leasehold estate and not the related fee interest, the
     date twenty years or, to the extent consistent with the Servicing
     Standards, giving due consideration to the remaining term of the ground
     lease, ten years, prior to the end of the current term of the ground lease,
     plus any unilateral options to extend; or


                                     S-160


          (2) provide for the deferral of interest unless (A) interest accrues
     on the mortgage loan, generally, at the related Mortgage Rate and (B) the
     aggregate amount of deferred interest does not exceed 10% of the unpaid
     principal balance of the Specially Serviced Mortgage Loan.

     In the event of a modification that creates a deferral of interest on a
mortgage loan and a capitalization of such interest deferral, the Pooling and
Servicing Agreement will provide that the amount of deferred interest will be
allocated to reduce the Distributable Certificate Interest of the Class or
Classes of Certificates (other than the Class S Certificates and the Class X
Certificates) or Class A-4FL Regular Interest with the latest sequential
designation then outstanding, and to the extent so allocated, will be added to
the Certificate Balance of the Class or Classes.

     The Special Servicer or the Master Servicer, as the case may be, will be
required to notify each other, the Directing Certificateholder, the applicable
Mortgage Loan Seller, each Rating Agency, the Paying Agent and the Trustee of
any modification, waiver or amendment of any term of any mortgage loan and will
be required to deliver to the Trustee for deposit in the related mortgage file,
an original counterpart of the agreement related to the modification, waiver or
amendment, promptly following the execution of that agreement, all as set forth
in the Pooling and Servicing Agreement. Copies of each agreement whereby the
modification, waiver or amendment of any term of any mortgage loan is effected
are required to be available for review during normal business hours at the
offices of the Trustee. See "Description of the Certificates--Reports to
Certificateholders; Certain Available Information" in this prospectus
supplement.

     The modification, waiver or amendment of the Lowe's Aliso Viejo AB
Mortgage Loan is subject to certain limitations set forth in the Lowe's Aliso
Viejo AB Mortgage Loan documents and the Lowe's Aliso Viejo Intercreditor
Agreement.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     Within 30 days after a mortgage loan (other than with respect to the
Universal Hotel Portfolio Loan) has become a Specially Serviced Mortgage Loan,
the Special Servicer will be required to order an appraisal (which will not be
required to be received within that 30-day period) and, not more than 30 days
after receipt of such appraisal, determine the fair value of the mortgage loan
in accordance with the Servicing Standards. The Special Servicer will be
permitted to change, from time to time thereafter, its determination of the
fair value of a mortgage loan in default based upon changed circumstances, new
information or otherwise, in accordance with the Servicing Standards.

     In the event a mortgage loan is in default, the Directing
Certificateholder and the Special Servicer will each have an assignable option
(a "Purchase Option") to purchase the mortgage loan in default from the trust
fund ((i) with respect to the Lowe's Aliso Viejo AB Mortgage Loan, subject to
the purchase right of the holder of the Lowe's Aliso Viejo Subordinate
Companion Loan, and (ii) in the case of any mortgage loan with a mezzanine
loan, subject to the purchase rights of the holders of the mezzanine debt
described under any related intercreditor agreement) at a price (the "Option
Price") equal to, if the Special Servicer has not yet determined the fair value
of the mortgage loan in default, (i) (a) the unpaid principal balance of the
mortgage loan in default, plus (b) accrued and unpaid interest on such balance,
plus (c) all Yield Maintenance Charges and/or prepayment penalties then due
(except if the Purchase Option is exercised by the Controlling Class
Certificateholder), plus (d) all related unreimbursed Servicing Advances,
together with accrued and unpaid interest on all Advances, all accrued Special
Servicing Fees allocable to such mortgage loan in default whether paid or
unpaid, and any unreimbursed trust fund expenses in respect of such mortgage
loan, or (ii) the fair value of the mortgage loan in default as determined by
the Special Servicer, if the Special Servicer has made such fair value
determination. The Directing Certificateholder will 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 mortgage loan in
default is exercised or expires, the Special Servicer will be required to
pursue such other resolution strategies


                                     S-161


available under the Pooling and Servicing Agreement, including workout and
foreclosure, consistent with the Servicing Standards and the REMIC Provisions,
but the Special Servicer will not be permitted to sell the mortgage loan in
default other than pursuant to the exercise of the Purchase Option.

     Notwithstanding the foregoing, the Purchase Option will not apply to the
Universal Hotel Portfolio Loan. However, the Universal Hotel Portfolio Pooling
Agreement provides for a comparable fair value purchase option for the
Universal Hotel Portfolio Loan exercisable by the parties designated under such
agreement, and anyone exercising the right to purchase the Universal Hotel
Portfolio Companion Pari Passu Note or Universal Hotel Portfolio B Note under
the Universal Hotel Portfolio Pooling Agreement must also purchase the
Universal Hotel Portfolio Loan from the trust.

     If not exercised sooner, the Purchase Option with respect to any mortgage
loan in default will automatically terminate upon (i) the related borrower's
cure of all defaults on the mortgage loan in default, (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 mortgage loan in default in connection with a
workout and (iv) in the case of the Lowe's Aliso Viejo AB Mortgage Loan Pair,
the purchase of the Lowe's Aliso Viejo AB Mortgage Loan by the holder of the
Lowe's Aliso Viejo Subordinate Companion Loan. In addition, the Purchase Option
with respect to a mortgage loan in default 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 mortgage loan in
default and the person expected to acquire the mortgage loan in default
pursuant to such exercise is a Controlling Class Certificateholder, the Special
Servicer, or any of their respective affiliates (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
mortgage loan in default, then the Master Servicer (or, if the Master Servicer
is an affiliate of the Special Servicer, an independent third party appointed
by the Trustee) will be required to determine if the Option Price represents a
fair value for the mortgage loan in default. The Master Servicer (or the
independent third party, as applicable) will be entitled to receive, out of
general collections on the mortgage loans and any REO Properties in the trust
fund, a reasonable one-time fee for such determination not to exceed $1,000 per
mortgage loan plus reasonable out-of-pocket costs and expenses.

     The Purchase Option with respect to the Lowe's Aliso Viejo AB Mortgage
Loan (and the purchase price) is subject to the rights of the holder of the
Lowe's Aliso Viejo Subordinate Companion Loan to exercise its option to
purchase the Lowe's Aliso Viejo AB Mortgage Loan following a default as
described under the Lowe's Aliso Viejo Intercreditor Agreement (and such
purchase price is subject to the terms of the Lowe's Aliso Viejo Intercreditor
Agreement). See "Description of the Mortgage Pool--The Universal Hotel
Portfolio Whole Loan" and "--The Lowe's Aliso Viejo AB Mortgage Loan Pair" in
this prospectus supplement. The Purchase Option with respect to each mortgage
loan with a mezzanine loan is subject to the rights of the holder of the
related mezzanine debt to exercise its option to purchase the related mortgage
loan following a default as described under the related intercreditor agreement
(and such purchase price is subject to the terms of the related intercreditor
agreement). See "Description of the Mortgage Pool--Additional Debt--Mezzanine
Debt" in this prospectus supplement.

     If title to any Mortgaged Property is acquired by the trust fund, the
Special Servicer, on behalf of the trust fund, will be required to sell the
Mortgaged Property prior to the close of the third calendar year beginning
after the year of acquisition, unless (1) the Internal Revenue Service (the
"IRS") grants an extension of time to sell the property or (2) the Trustee
receives an opinion of independent counsel to the effect that the holding of
the property by the trust fund longer than the above-referenced three-year
period will not result in the imposition of a tax on either the Upper-Tier
REMIC or the Lower-Tier REMIC or cause the trust fund (or either the Upper-Tier
REMIC or the Lower-Tier REMIC) to fail to qualify as a REMIC under the Code at
any


                                     S-162


time that any Certificate is outstanding. Subject to the foregoing and any
other tax-related limitations, pursuant to the Pooling and Servicing Agreement,
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. The Special Servicer will also be required to ensure that any
Mortgaged Property acquired by the trust fund is administered so that it
constitutes "foreclosure property" within the meaning of Code Section
860G(a)(8) at all times and that the sale of the 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). If the trust fund acquires title to
any Mortgaged Property, the Special Servicer, on behalf of the trust fund, will
retain, at the expense of the trust fund, an independent contractor to manage
and operate the property. The independent contractor generally will be
permitted to perform construction (including renovation) on a foreclosed
property only if the construction was at least 10% completed at the time
default on the related mortgage loan became imminent. The retention of an
independent contractor, however, will not relieve the Special Servicer of its
obligation to manage the Mortgaged Property as required under the Pooling and
Servicing Agreement.

     Generally, neither the Upper-Tier REMIC nor the Lower-Tier REMIC will be
taxable on income received with respect to a Mortgaged Property acquired by the
trust fund to the extent that it constitutes "rents from real property," within
the meaning of Code Section 856(c)(3)(A) and Treasury regulations under the
Code. Rents from real property include fixed rents and rents based on the
receipts or sales of a tenant but do not include the portion of any rental
based on the net income or profit 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 that are of
similar class are customarily 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 Mortgaged
Property owned by the trust fund would not constitute rents from real property,
or that none of such income would qualify if a separate charge is not stated
for such non-customary services or they are not performed by an independent
contractor. Rents from real property also do not include income from the
operation of a trade or business on the Mortgaged Property, such as a hotel.
Any of the foregoing types of income may instead constitute "net income from
foreclosure property", which would be taxable to the Lower-Tier REMIC at the
highest marginal federal corporate rate (currently 35%) and may also be subject
to state or local taxes. The Pooling and Servicing Agreement provides that the
Special Servicer will be permitted to cause the Lower-Tier REMIC to earn "net
income from foreclosure property" that is subject to tax if it determines that
the net after-tax benefit to Certificateholders is greater than another method
of operating or net leasing the Mortgaged Property. Because these sources of
income, if they exist, are already in place with respect to the Mortgaged
Properties, it is generally viewed as beneficial to Certificateholders to
permit the trust fund to continue to earn them if it acquires a Mortgaged
Property, even at the cost of this tax. These taxes would be chargeable against
the related income for purposes of determining the proceeds available for
distribution to holders of Certificates. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxes
That May Be Imposed on the REMIC Pool" in the prospectus.

     To the extent that Liquidation Proceeds collected with respect to any
mortgage loan are less than the sum of: (1) the outstanding principal balance
of the mortgage loan, (2) interest accrued on the mortgage loan and (3) the
aggregate amount of expenses reimbursable to the Master Servicer, Special
Servicer, the Paying Agent or the Trustee or paid out of the trust fund that
were not reimbursed by the related borrower (including any unpaid servicing
compensation, unreimbursed Servicing Advances and unpaid and accrued interest
on all Advances and additional trust fund expenses) incurred with respect to
the mortgage loan, the trust fund will realize a loss


                                     S-163


in the amount of the shortfall. The Trustee, the Paying Agent, the Master
Servicer and/or the Special Servicer will be entitled to reimbursement out of
the Liquidation Proceeds recovered on any mortgage loan, prior to the
distribution of those Liquidation Proceeds to Certificateholders, of any and
all amounts that represent unpaid servicing compensation in respect of the
related mortgage loan, certain unreimbursed expenses incurred with respect to
the mortgage loan and any unreimbursed Advances (including interest thereon)
made with respect to the mortgage loan. In addition, amounts otherwise
distributable on the Certificates will be further reduced by interest payable
to the Master Servicer, the Special Servicer or the Trustee on these Advances.

     If any Mortgaged Property suffers damage and the proceeds, if any, of the
related hazard insurance policy are insufficient to restore fully the damaged
property, the Master Servicer will not be required to advance the funds to
effect the restoration unless (1) the Special Servicer determines that the
restoration will increase the proceeds to Certificateholders on liquidation of
the mortgage loan after reimbursement of the Special Servicer or the Master
Servicer, as the case may be, for its expenses and (2) the Master Servicer has
not determined that the advance would be a Nonrecoverable Advance.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

     The Master Servicer will be required to perform or cause to be performed
(at its own expense), physical inspections of each Mortgaged Property securing
a Mortgage Note with a Stated Principal Balance of (A) $2,000,000 or more at
least once every 12 months and (B) less than $2,000,000 at least once every 24
months, in each case commencing in the calendar year 2006 unless a physical
inspection has been performed by the Special Servicer within the last calendar
year, in which case the Master Servicer will not be required to perform or
cause to be performed such physical inspection; provided, further, however,
that if any scheduled payment becomes more than 60 days delinquent on the
related mortgage loan, the Special Servicer is required to inspect or cause to
be inspected the related Mortgaged Property as soon as practicable after the
mortgage loan becomes a Specially Serviced Mortgage Loan and annually
thereafter for so long as the mortgage loan remains a Specially Serviced
Mortgage Loan (the cost of which inspection will be reimbursed first from
default interest and late charges constituting additional compensation of the
Special Servicer on the related mortgage loan and then from the Certificate
Account as an expense of the trust fund, and, in the case of the Lowe's Aliso
Viejo AB Mortgage Loan, as an expense of the holder of the Lowe's Aliso Viejo
Subordinate Companion Loan to the extent provided by the Lowe's Aliso Viejo
Intercreditor Agreement). The Special Servicer or the Master Servicer, as
applicable, will be required to prepare a written report of the inspection
describing, among other things, the condition of and any damage to the
Mortgaged Property and specifying the existence of any material vacancies in
the Mortgaged Property of which it has knowledge, of any sale, transfer or
abandonment of the Mortgaged Property, of any material change in the condition
of the Mortgaged Property, or of any material waste committed on the Mortgaged
Property.

     With respect to each mortgage loan that requires the borrower to deliver
Operating Statements, the Special Servicer or the Master Servicer, as
applicable, is also required to use reasonable efforts to collect and review
the annual Operating Statements of the related Mortgaged Property. Most of the
mortgage loan documents obligate the related borrower to deliver annual
property Operating Statements. However, we cannot assure you that any Operating
Statements required to be delivered will in fact be delivered, nor is the
Special Servicer or the Master Servicer likely to have any practical means of
compelling the delivery in the case of an otherwise performing mortgage loan.

     Copies of the inspection reports and Operating Statements referred to
above that are delivered to the Directing Certificateholder and the Paying
Agent will be available for review by Certificateholders during normal business
hours at the offices of the Paying Agent. See "Description of the
Certificates--Reports to Certificateholders; Certain Available Information" in
this prospectus supplement.


                                     S-164


CERTAIN MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER AND THE
DEPOSITOR

     The Pooling and Servicing Agreement permits the Master Servicer and the
Special Servicer to resign from their respective obligations only upon (a) the
appointment of, and the acceptance of the appointment by, a successor and
receipt by the Trustee of written confirmation from each Rating Agency that the
resignation and appointment will not, in and of itself, cause a downgrade,
withdrawal or qualification of the rating assigned by such Rating Agency to any
Class of Certificates; and the approval of such successor by the Directing
Certificateholder, which approval shall not be unreasonably withheld, or (b) a
determination that their respective obligations are no longer permissible with
respect to the Master Servicer or the Special Servicer, as the case may be,
under applicable law. No resignation will become effective until the Trustee or
other successor has assumed the obligations and duties of the resigning Master
Servicer or Special Servicer, as the case may be, under the Pooling and
Servicing Agreement.

     The Pooling and Servicing Agreement will provide that none of the Master
Servicer, the Special Servicer, the Depositor or any member, manager, director,
officer, employee or agent of any of them will be under any liability to the
trust fund or the 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 Depositor or similar person will be protected against any
liability that would otherwise be imposed by reason of willful misfeasance, bad
faith or negligence in the performance of obligations or duties under the
Pooling and Servicing Agreement or by reason of negligent disregard of the
obligations and duties. The Pooling and Servicing Agreement will also provide
that the Master Servicer, the Special Servicer, the Depositor and their
respective affiliates and any director, officer, employee or agent of any of
them will be entitled to indemnification by the trust fund against any loss,
liability or expense incurred in connection with any legal action or claim that
relates to the Pooling and Servicing Agreement or the Certificates; provided,
however, that the 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 the Pooling and Servicing
Agreement, by reason of negligent disregard of such party's obligations or
duties, or in the case of the Depositor and any of its directors, officers,
members, managers, employees and agents, any violation by any of them of any
state or federal securities law. The Pooling and Servicing Agreement will also
provide that the Universal Hotel Portfolio Master Servicer, the Depositor, the
Universal Hotel Portfolio Special Servicer, the Universal Hotel Portfolio
Trustee and any director, officer, employee or agent of any of them will be
entitled to indemnification by the trust fund and held harmless against the
trust's pro rata share of any liability or expense incurred in connection with
any legal action or claim that relates to the Universal Hotel Portfolio Loan
under the Universal Hotel Portfolio Pooling Agreement or the 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 negligence on the part of the Universal Hotel
Portfolio Master Servicer, the Universal Hotel Portfolio Special Servicer, the
Depositor or the Universal Hotel Portfolio Trustee in the performance of
obligations or duties or by reason of negligent disregard of obligations or
duties under the Universal Hotel Portfolio Pooling Agreement.

     In addition, the Pooling and Servicing Agreement will provide that none of
the Master Servicer, the Special Servicer 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 or that in its opinion may involve it in any expense or liability not
reimbursed by the trust. However, each of the Master Servicer, the Special
Servicer and the Depositor will be permitted, in the exercise of its
discretion, to undertake any 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
Certificateholders (and in the case of the Lowe's Aliso Viejo AB Mortgage Loan,
the rights of the Certificateholders and the holder of the Lowe's Aliso Viejo
Subordinate Companion Loan (as a collective whole)) under the Pooling and
Servicing Agreement. In that event, the legal expenses


                                     S-165


and costs of the action, and any liability resulting therefrom, will be
expenses, costs and liabilities of the Certificateholders, and the Master
Servicer, the Special Servicer or the Depositor, as the case may be, will be
entitled to charge the Certificate Account for the expenses.

     Pursuant to the Pooling and Servicing Agreement, the Master Servicer and
Special Servicer will each 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 Pooling and Servicing Agreement.
Notwithstanding the foregoing, each of the Master Servicer and the Special
Servicer will be allowed to self-insure with respect to an errors and omission
policy and a fidelity bond so long as certain conditions set forth in the
Pooling and Servicing Agreement are met.

     Any person into which the Master Servicer, the Special Servicer 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 or
the Depositor is a party, or any person succeeding to the business of the
Master Servicer, the Special Servicer or the Depositor, will be the successor
of the Master Servicer, the Special Servicer or the Depositor, as the case may
be, under the Pooling and Servicing Agreement. The Master Servicer and the
Special Servicer may have other normal business relationships with the
Depositor or the Depositor's affiliates.

EVENTS OF DEFAULT

     "Events of Default" under the Pooling and Servicing Agreement with respect
to the Master Servicer or the Special Servicer, as the case may be, will
include, without limitation:

          (a)(i) any failure by the Master Servicer to make a required deposit
     to the Certificate Account on the day such deposit was first required to be
     made, which failure is not remedied within one business day, or (ii) any
     failure by the Master Servicer to deposit into, or remit to the Paying
     Agent or Companion Paying Agent for deposit into, the Distribution Account
     (or Companion Distribution Account, as applicable) any amount required to
     be so deposited or remitted, which failure is not remedied by 11:00 a.m.
     New York City time on the relevant Distribution Date;

          (b) any failure by the Special Servicer to deposit into the REO
     Account within one business day after the day such deposit is required to
     be made, or to remit to the Master Servicer for deposit in the Certificate
     Account any such remittance required to be made by the Special Servicer on
     the day such remittance is required to be made under the Pooling and
     Servicing Agreement;

          (c) 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 Pooling and Servicing Agreement, which failure
     continues unremedied for thirty days (fifteen days in the case of the
     Master Servicer's failure to make a Servicing Advance or fifteen days in
     the case of a failure to pay the premium for any insurance policy required
     to be maintained under the Pooling and Servicing Agreement) after written
     notice of the failure has been given to the Master Servicer or the Special
     Servicer, as the case may be, by any other party to the Pooling and
     Servicing Agreement or Companion Holder, 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 of any
     Class, evidencing as to that Class, Percentage Interests aggregating not
     less than 25%; provided, however, if that failure is capable of being cured
     and the Master Servicer or Special Servicer, as applicable, is diligently
     pursuing that cure, that 30-day period will be extended an additional 30
     days;

          (d) any breach on the part of the Master Servicer or the Special
     Servicer of any representation or warranty in the Pooling and Servicing
     Agreement which materially and adversely affects the interests of any Class
     of Certificateholders or Companion Holder and


                                     S-166


     which continues unremedied for a period of 30 days after the date on which
     notice of that breach, requiring the same to be remedied, will have been
     given to the Master Servicer or the Special Servicer, as the case may be,
     by the Depositor, the Paying Agent or the Trustee, or to the Master
     Servicer, the Special Servicer, the Depositor, the Paying Agent and the
     Trustee by the Certificateholders of any Class, evidencing as to that
     Class, Percentage Interests aggregating not less than 25%; provided,
     however, if that breach is capable of being cured and the Master Servicer
     or Special Servicer, as applicable, is diligently pursuing that cure, that
     30-day period will be extended an additional 30 days;

          (e) certain events of insolvency, readjustment of debt, marshaling of
     assets and liabilities or similar proceedings in respect of or relating to
     the Master Servicer or the Special Servicer, and certain actions by or on
     behalf of the Master Servicer or the Special Servicer indicating its
     insolvency or inability to pay its obligations;

          (f) a servicing officer of the Master Servicer or Special Servicer, as
     applicable, obtains actual knowledge that Moody's has (i) qualified,
     downgraded or withdrawn its rating or ratings of one or more Classes of
     Certificates, or (ii) has placed one or more Classes of Certificates on
     "watch status" in contemplation of a ratings downgrade or withdrawal (and
     such "watch status" placement shall not have been withdrawn by Moody's
     within 60 days of the date such servicing officer obtained such actual
     knowledge) and, in the case of either of clauses (i) or (ii), cited
     servicing concerns with the Master Servicer or Special Servicer, as
     applicable, as the sole or material factor in such rating action;

          (g) Moody's downgrades the then-current ratings of any Class of
     Certificates, citing servicing or special servicing concerns, as
     applicable, as the sole or a material factor in such downgrade; or

          (h) the Master Servicer or the Special Servicer is no longer listed on
     S&P's Select Servicer List as a U.S. Commercial Mortgage Master Servicer or
     a U.S. Commercial Mortgage Special Servicer, as applicable, and any of the
     ratings assigned to the Certificates have been qualified, downgraded or
     withdrawn in connection with such a delisting.

RIGHTS UPON EVENT OF DEFAULT

     If an Event of Default occurs with respect to the Master Servicer or the
Special Servicer under the Pooling and Servicing Agreement, then, so long as
the Event of Default remains unremedied, the Depositor or the Trustee will be
authorized, and at the written direction of Certificateholders entitled to not
less than 51% of the Voting Rights or the Directing Certificateholder, the
Trustee will be required, to terminate all of the rights and obligations of the
defaulting party as Master Servicer or Special Servicer, as applicable (other
than certain rights in respect of indemnification and certain items of
servicing compensation), under the Pooling and Servicing Agreement. The Trustee
will then succeed to all of the responsibilities, duties and liabilities of the
defaulting party as Master Servicer or Special Servicer, as applicable, under
the Pooling and Servicing Agreement and will be entitled to similar
compensation arrangements. If the Trustee is unwilling or unable so to act, it
may (or, at the written request of the Directing Certificateholder or
Certificateholders entitled to not less than 51% of the Voting Rights, it will
be required to) appoint, or petition a court of competent jurisdiction to
appoint, a loan servicing institution or other entity that would not result in
the downgrade, qualification or withdrawal of the ratings assigned to any Class
of Certificates by any Rating Agency to act as successor to the Master Servicer
or Special Servicer, as the case may be, under the Pooling and Servicing
Agreement and that has been approved by the Directing Certificateholder, which
approval shall not be unreasonably withheld.

     No Certificateholder will have any right under the Pooling and Servicing
Agreement to institute any proceeding with respect to the Certificates or the
Pooling and Servicing Agreement unless the holder previously has given to the
Trustee written notice of default and the continuance of the default and unless
the holders of Certificates of any Class evidencing not less than 25% of the
aggregate Percentage Interests constituting the Class have made written request
upon the Trustee to institute a proceeding in its own name (as Trustee) and
have offered


                                     S-167


to the Trustee reasonable indemnity, and the Trustee for 60 days after receipt
of the request and indemnity has neglected or refused to institute the
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 related litigation at the request, order or
direction of any of the Certificateholders, unless the Certificateholders have
offered to the Trustee reasonable security or indemnity against the costs,
expenses and liabilities that may be incurred as a result.

     If an Event of Default on the part of the Master Servicer for the Lowe's
Aliso Viejo AB Mortgage Loan occurs and affects the holder of the Lowe's Aliso
Viejo Subordinate Companion Loan and the Master Servicer is not terminated
pursuant to the provisions set forth above, then notwithstanding that the Event
of Default may be waived by the Certificateholders, the holder of the Lowe's
Aliso Viejo Subordinate Companion Loan will be entitled to require that the
Master Servicer appoint a primary servicer that will be responsible for
servicing the Lowe's Aliso Viejo AB Mortgage Loan and the Lowe's Aliso Viejo
Subordinate Companion Loan and after such appointment the Master Servicer will
have no responsibility or liability for the servicing of such loan.

AMENDMENT

     The Pooling and Servicing Agreement may be amended by the parties thereto,
without the consent of any of the holders of Certificates:

          (a) to cure any ambiguity to the extent the ambiguity does not
     materially and adversely affect the interests of any Certificateholder;

          (b) to cause the provisions in the Pooling and Servicing Agreement to
     conform or be consistent with or in furtherance of the statements made in
     this prospectus supplement with respect to the Certificates, the trust or
     the Pooling and Servicing Agreement or to correct or supplement any of its
     provisions which may be inconsistent with any other provisions therein or
     to correct any error to the extent, in each case, it does not materially
     and adversely affect the interests of any Certificateholder;

          (c) to change the timing and/or nature of deposits in the Certificate
     Account, the Distribution Accounts or the REO Account, provided that (A)
     the Master Servicer Remittance Date shall in no event be later than the
     business day prior to the related Distribution Date, (B) the change would
     not adversely affect in any material respect the interests of any
     Certificateholder, as evidenced by an opinion of counsel (at the expense of
     the party requesting the amendment) and (C) the change would not result in
     the downgrade, qualification or withdrawal of the ratings assigned to any
     Class of Certificates by either Rating Agency, as evidenced by a letter
     from any Rating Agency;

          (d) to modify, eliminate or add to any of its provisions (i) to the
     extent as will be necessary to maintain the qualification of either the
     Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, to maintain the
     grantor trust portion of the trust fund as a grantor trust or to avoid or
     minimize the risk of imposition of any tax on the trust fund, provided that
     the Trustee has received an opinion of counsel (at the expense of the party
     requesting the amendment) to the effect that (1) the action is necessary or
     desirable to maintain such qualification or to avoid or minimize such risk
     and (2) the action will not adversely affect in any material respect the
     interests of any holder of the Certificates or (ii) to restrict (or to
     remove any existing restrictions with respect to) the transfer of the
     Residual Certificates, provided, that the Depositor has determined that the
     amendment will not give rise to any tax with respect to the transfer of the
     Residual Certificates to a non-permitted transferee (see "Certain Federal
     Income Tax Consequences--Federal Income Tax Consequences for REMIC
     Certificates--Taxation of Residual Certificates--Tax-Related Restrictions
     on Transfer of Residual Certificates" in the prospectus);

          (e) to make any other provisions with respect to matters or questions
     arising under the Pooling and Servicing Agreement or any other change,
     provided that the required action will


                                     S-168


     not adversely affect in any material respect the interests of any
     Certificateholder, as evidenced by an opinion of counsel and written
     confirmation that the change would not result in the downgrade,
     qualification or withdrawal of the ratings assigned to any Class of
     Certificates by any Rating Agency; and

          (f) to amend or supplement any provision of the Pooling and Servicing
     Agreement to the extent necessary to maintain the ratings assigned to each
     Class of Certificates by each Rating Agency, as evidenced by written
     confirmation that the change would not result in the downgrade,
     qualification or withdrawal of the ratings assigned to any Class of
     Certificates by such Rating Agency.

     Notwithstanding the foregoing, no amendment may be made that changes in
any manner the obligations of any Mortgage Loan Seller under a Purchase
Agreement without the consent of the applicable Mortgage Loan Seller.

     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
thereby and the holder of the Lowe's Aliso Viejo Subordinate Companion Loan, if
affected thereby, evidencing, in each case, not less than 66% of the aggregate
Percentage Interests constituting the Class for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of
the holders of the Certificates, except that the amendment may not (1) reduce
in any manner the amount of, or delay the timing of, payments received on the
mortgage loans that are required to be distributed on a Certificate of any
Class without the consent of the holder of that Certificate or which are
required to be distributed to a holder of a Subordinate Companion Loan without
the consent of such holder, (2) reduce the aforesaid percentage of Certificates
of any Class the holders of which are required to consent to the amendment or
remove the requirement to obtain consent of the holder of the related
Subordinate Companion Loan, without the consent of the holders of all
Certificates of that Class then outstanding or the holder of the related
Subordinate Companion Loan, as applicable, (3) adversely affect the Voting
Rights of any Class of Certificates, without the consent of the holders of all
Certificates of that Class then outstanding, (4) change in any manner the
obligations of any Mortgage Loan Seller under a Purchase Agreement without the
consent of the applicable Mortgage Loan Seller, or (5) amend the Servicing
Standards without, in each case, the consent of 100% of the holders of
Certificates and the holder of the related subordinate companion loan or
written confirmation that such amendment would not result in the downgrade,
qualification or withdrawal of the ratings assigned to any Class of
Certificates by any Rating Agency.

     Notwithstanding the foregoing, no party will be required to consent to any
amendment to the Pooling and Servicing Agreement without the Trustee having
first received an opinion of counsel (which may be at the trust fund's expense)
to the effect that the amendment is permitted under the Pooling and Servicing
Agreement and that the amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Paying
Agent or any other specified person in accordance with the amendment, will not
result in the imposition of a tax on any portion of the trust fund or cause
either the Upper-Tier REMIC or Lower-Tier REMIC to fail to qualify as a REMIC
or cause the grantor trust portion of the trust fund to fail to qualify as a
grantor trust.


                                     S-169


                       YIELD AND MATURITY CONSIDERATIONS


YIELD CONSIDERATIONS

     General. The yield on any Offered Certificate will depend on: (1) the
Pass-Through Rate for the Certificate; (2) the price paid for the Certificate
and, if the price was other than par, the rate and timing of payments of
principal on the Certificate (or, in the case of the Class X-2 Certificates,
the Notional Amounts of the related Class X-2 Components); (3) the aggregate
amount of distributions on the Certificate, or in the case of the Class X-2
Certificates, reduction of the Notional Amount of the Class X-2 Components as a
result of such distributions; and (4) the aggregate amount of Collateral
Support Deficit amounts allocated to a Class of Offered Certificates (or, in
the case of the Class X-2 Certificates, in reduction of the Notional Amounts of
the related Class X-2 Components).

     Pass-Through Rate. The Pass-Through Rate applicable to each Class of
Offered Certificates for any Distribution Date will equal the rate set forth on
the cover of this prospectus supplement. See "Description of the Certificates"
in this prospectus supplement. The yield to investors in the Class A-4FL
Certificates will be highly sensitive to changes in LIBOR such that decreasing
levels of LIBOR will have a negative impact on the yield to investors in such
Class of Certificates. See "Description of the Swap Contract" in this
prospectus supplement.

     Rate and Timing of Principal Payments. The yield to holders of Offered
Certificates that are purchased at a discount or premium will be affected by
the rate and timing of principal payments on the mortgage loans (including
principal prepayments on the mortgage loans resulting from both voluntary
prepayments by the borrowers and involuntary liquidations). As described in
this prospectus supplement, the Group 1 Principal Distribution Amount (and,
after the Class A-1A Certificates have been reduced to zero, any remaining
Group 2 Principal Distribution Amount) for each Distribution Date will
generally be distributable first, in respect of the Class A-SB Certificates
until their Certificate Balance is reduced to the Class A-SB Planned Principal
Balance, second in respect of the Class A-1 Certificates until the Certificate
Balance thereof is reduced to zero, third, in respect of the Class A-2
Certificates until the Certificate Balance thereof is reduced to zero, fourth,
in respect of the Class A-3 Certificates until the Certificate Balance thereof
is reduced to zero; fifth, in respect of the Class A-4A Certificates until the
Certificate Balance thereof is reduced to zero; sixth to the Class A-4B
Certificates and the Class A-4FL Regular Interest, pro rata, until their
Certificate Balances have been reduced to zero; and seventh, in respect of the
Class A-SB Certificates until their Certificate Balance is reduced to zero; and
the Group 2 Principal Distribution Amount (and, after the Class A-4B and Class
A-SB Certificates and the Class A-4FL Regular Interest have been reduced to
zero, any remaining Group 1 Principal Distribution Amount) for each
Distribution Date will generally be distributable to the Class A-1A
Certificates until their Certificate Balance is reduced to zero. After those
distributions, the remaining Principal Distribution Amount with respect to the
pool of mortgage loans will generally be distributable entirely in respect of
the Class A-J, Class B, Class C and Class D Certificates and then the
Non-Offered Certificates (other than the Class A-1A and Class X Certificates),
in that order, in each case until the Certificate Balance of such Class of
Certificates is reduced to zero. Consequently, the rate and timing of principal
payments on the mortgage loans will in turn be affected by their amortization
schedules, Lockout Periods, Yield Maintenance Charges, the dates on which
balloon payments are due, any extensions of maturity dates by the Master
Servicer or the Special Servicer and the rate and timing of principal
prepayments and other unscheduled collections on the mortgage loans (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). Furthermore,
because the amount of principal that will be distributed to the Class A-1,
Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB and Class A-1A
Certificates and the Class A-4FL Regular Interest (and therefore the Class
A-4FL Certificates) will generally be based upon the particular Loan Group in
which the related mortgage loan is deemed to be included, the yield on the
Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB and the
Class A-4FL Certificates will be particularly


                                     S-170


sensitive to prepayments on mortgage loans in Loan Group 1 and the yield on the
Class A-1A Certificates will be particularly sensitive to prepayments on
mortgage loans in Loan Group 2. With respect to the Class A-SB Certificates,
the extent to which the Class A-SB Planned Principal 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-3, Class A-4A and Class A-4B Certificates and/or the
Class A-4FL Regular Interest remain outstanding. In particular, once such
Classes of Certificates or such Regular Interest are no longer outstanding, any
remaining portion on any Distribution Date of the Principal Distribution Amount
will be distributed on the Class A-SB Certificates until their Certificate
Balance 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-3, Class A-4A and Class A-4B
Certificates and the Class A-4FL Regular Interest were outstanding.
Furthermore, because the Class X-2 Certificates are not entitled to
distributions of principal, the yield on such Certificates will be extremely
sensitive to prepayments on the mortgage loans to the extent distributed to
reduce the Notional Amounts of the related Class X-2 Components. In addition,
although the borrowers under the ARD Loans may have certain incentives to
prepay the ARD Loans on their Anticipated Repayment Dates, we cannot assure you
that the borrowers will be able to prepay the ARD Loans on their Anticipated
Repayment Dates. The failure of a borrower to prepay an ARD Loan on its
Anticipated Repayment Date will not be an event of default under the terms of
the ARD Loans, and pursuant to the terms of the Pooling and Servicing
Agreement, neither the Master Servicer nor the Special Servicer will be
permitted to take any enforcement action with respect to a borrower's failure
to pay Excess Interest, other than requests for collection, until the scheduled
maturity of the respective ARD Loan; provided, that the Master Servicer or the
Special Servicer, as the case may be, may take action to enforce the trust
fund's right to apply excess cash flow to principal in accordance with the
terms of the ARD Loan documents. See "Risk Factors--Borrower May Be Unable to
Repay Remaining Principal Balance on Maturity Date or Anticipated Repayment
Date" in this prospectus supplement.

     Prepayments and, assuming the respective stated maturity dates for the
mortgage loans have not occurred, liquidations and purchases of the mortgage
loans, will result in distributions on the Offered Certificates of amounts that
would otherwise be distributed over the remaining terms of the mortgage loans.
Defaults on the mortgage loans, particularly at or near their stated maturity
dates, may result in significant delays in payments of principal on the
mortgage loans (and, accordingly, on the Offered Certificates) while work-outs
are negotiated or foreclosures are completed. See "Servicing of the Mortgage
Loans--Modifications, Waiver and Amendments" and "--Realization Upon Defaulted
Mortgage Loans" in this prospectus supplement and "Certain Legal Aspects of
Mortgage Loans--Foreclosure" in the prospectus. Because the rate of principal
payments on the mortgage loans will depend on future events and a variety of
factors (as described below), we cannot assure you as to the rate of principal
payments or the rate of principal prepayments in particular. We are not aware
of any relevant publicly available or authoritative statistics with respect to
the historical prepayment experience of a large group of mortgage loans
comparable to the mortgage loans.

     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 the Certificates are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans (with respect to the
Class A-1, Class A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB and Class
A-1A Certificates and the Class A-4FL Regular Interest, the Loan Group in which
such mortgage loan is deemed to be included) are in turn distributed on the
Certificates, or, in the case of the Class X-2 Certificates, applied to reduce
the Notional Amounts of the related Class X-2 Components. An investor should
consider, in the case of any Offered Certificate (other than the Class X-2
Certificates) purchased at a discount, the risk that a slower than anticipated
rate of principal payments on the mortgage loans will result in an actual yield
to the 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


                                     S-171


loans will result in an actual yield to the investor that is lower than the
anticipated yield. In general, the earlier a payment of principal is
distributed on an 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 distributed on an
investor's Offered Certificates occurring at a rate higher (or lower) than the
rate anticipated by the investor during any particular period would not be
fully offset by a subsequent like reduction (or increase) in the rate of
principal payments.

     Because the Notional Amount of the Class X-2 Certificates is based upon
all or some of the outstanding principal balance of some of the other Classes
of Certificates or applicable portions thereof, the yield to maturity on the
Class X-2 Certificates will be extremely sensitive to the rate and timing of
prepayments of principal.

     Principal prepayments on the mortgage loans may also affect the yield on
the Class A-3, Class A-4A, Class A-4B, Class A-4FL, Class A-SB, Class A-J,
Class X-2, Class B, Class C and Class D Certificates because each such Class of
Certificates has a Pass-Through Rate equal to, based on, or limited by the WAC
Rate to the extent that mortgage loans with higher mortgage rates prepay faster
than mortgage loans with lower mortgage rates. The Pass-Through Rates on those
Classes of Certificates may be adversely affected by a decrease in the WAC Rate
even if principal prepayments do not occur.

     Distributions on the Class A-4FL Regular Interest will be subject to a
maximum Pass-Through Rate equal to the WAC Rate. If the WAC Rate drops below
the stated fixed rate on Class A-4FL Regular Interest, the amount paid to the
Swap Counterparty will decrease and there will be a corresponding decrease in
the amounts paid by the Swap Counterparty pursuant to the Swap Contract, which
will result in a decreased interest payment to the holders of the Class A-4FL
Certificates.

     Losses and Shortfalls. The yield to holders of the Offered Certificates
will also depend on the extent to which the holders are required to bear the
effects of any losses or shortfalls on the mortgage loans. Losses and other
shortfalls on the mortgage loans will generally be borne by the holders of the
Class NR, Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class
G, Class F, Class E, Class D, Class C and Class B Certificates and then the
Class A-J Certificates, in that order, in each case to the extent of amounts
otherwise distributable in respect of the Class of Certificates. In the event
of the reduction of the Certificate Balances of all those Classes of
Certificates to zero, the resulting losses and shortfalls will then be borne,
pro rata, by the Class A Certificates; provided that losses and shortfalls
allocated to the Class A-4A and Class A-4B Certificates and the Class A-4FL
Regular Interest will be borne, first by the Class A-4B and Class A-4FL
Certificates before being borne by the Class A-4A Certificates. Although losses
will not be allocated to the Class X-2 Certificates directly, they will reduce
the Notional Amount of the related Class X-2 Components to the extent such
losses are allocated to the related Classes of Principal Balance Certificates
and the Class A-4FL Regular Interest, and therefore the Class X-2 Notional
Amount, which will reduce the yield on such Certificates. In addition, although
losses will not be directly allocated to the Class A-4FL Certificates, losses
allocated to the Class A-4FL Regular Interest will result in a corresponding
reduction of the Certificate Balance of the Class A-4FL Certificates.

     Certain Relevant Factors. The rate and timing of principal payments and
defaults and the severity of losses on 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, due-on-sale clauses, Lockout
Periods or Yield Maintenance Charges 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 rental properties in those 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" and
"Description of the Mortgage Pool" in this prospectus supplement and "Risk
Factors" and "Yield and Maturity Considerations--Yield and Prepayment
Considerations" in the prospectus.


                                     S-172


     The rate of prepayment on the pool of mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level as the mortgage loans. When the prevailing market
interest rate is below a mortgage coupon, a borrower may have an increased
incentive to refinance its mortgage loan. However, under all of the mortgage
loans, voluntary prepayments are subject to Lockout Periods and/or Yield
Maintenance Charges. See "Description of the Mortgage Pool--Certain Terms and
Conditions of the Mortgage Loans--Prepayment Provisions" in this prospectus
supplement. In any case, we cannot assure you that the related borrowers will
refrain from prepaying their mortgage loans due to the existence of Yield
Maintenance Charges or prepayment premiums, or that involuntary prepayments
will not occur.

     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
Property, 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.

     The Depositor makes no representation 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 those 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.

     Delay in Payment of Distributions. Because each monthly distribution is
made on each Distribution Date, which is at least 15 days after the end of the
related Interest Accrual Period, the effective yield to the holders of the
Offered Certificates will be lower than the yield that would otherwise be
produced by the applicable Pass-Through Rates and purchase prices (assuming the
prices did not account for the delay).

     Unpaid Distributable Certificate Interest. As described under "Description
of the Certificates--Distributions--Priority" in this prospectus supplement, if
the portion of the Available Distribution Amount distributable in respect of
interest on any Class of Offered Certificates or the Class A-4FL Regular
Interest on any Distribution Date is less than the Distributable Certificate
Interest then payable for that Class of Certificates or the Class A-4FL Regular
Interest, as applicable, the shortfall will be distributable to holders of that
Class of Certificates or the Class A-4FL Regular Interest, as applicable, on
subsequent Distribution Dates, to the extent of available funds. Any shortfall
will not bear interest, however, so it will negatively affect the yield to
maturity of the related Class of Certificates for so long as it is outstanding.
Any such shortfall distributed to the Class A-4FL Regular Interest will be
distributed to the holders of the Class A-4FL Certificates to the extent such
shortfall is not otherwise payable to the Swap Counterparty pursuant to the
Swap Contract.

WEIGHTED AVERAGE LIFE

     The weighted average life of an Offered Certificate refers to the average
amount of time that will elapse from the date of its issuance until each dollar
allocable to principal of the Certificate is distributed to the related
investor. The weighted average life of an Offered Certificate will be
influenced by, among other things, the rate at which principal on the mortgage
loans is paid or otherwise collected, which may be in the form of scheduled
amortization, voluntary prepayments, Insurance and Condemnation Proceeds and
Liquidation Proceeds. As described in this prospectus supplement, the Group 1
Principal Distribution Amount (and, after the Class A-1A Certificates have been
reduced to zero, any remaining Group 2 Principal Distribution Amount) for each
Distribution Date will generally be distributable first, in respect of the
Class A-SB Certificates until their Certificate Balance is reduced to the
applicable Class A-SB Planned Principal Balance, second, in respect of the
Class A-1 Certificates until their Certificate Balance is reduced to zero,
third, in respect of the Class A-2 Certificates until their Certificate Balance
is reduced to zero, fourth, in respect of the Class A-3 Certificates until
their


                                     S-173


Certificate Balance is reduced to zero, fifth, in respect of the Class A-4A
Certificates until their Certificate Balance is reduced to zero, sixth in
respect of the Class A-4B Certificates and the Class A-4FL Regular Interest,
pro rata, until their Certificate Balances have been reduced to zero and
seventh, in respect of the Class A-SB Certificates until their Certificate
Principal Balance is reduced to zero; and the Group 2 Principal Distribution
Amount (and, after the Class A-4B and Class A-SB Certificates and the Class
A-4FL Regular Interest have been reduced to zero, any remaining Group 1
Principal Distribution Amount) for each Distribution Date will generally be
distributable to the Class A-1A Certificates. After those distributions, the
remaining Principal Distribution Amount with respect to all the mortgage loans
will generally be distributable entirely in respect of the Class A-J, Class B,
Class C and Class D Certificates and then the Non-Offered Certificates (other
than the Class A-1A and Class X-1 Certificates), in that order, in each case
until the Certificate Balance of each such Class of Certificates is reduced to
zero. A reduction in the Certificate Balance of the Class A-4FL Regular
Interest will result in a corresponding reduction of the Certificate Balance of
the Class A-4FL Certificates.

     Prepayments on mortgage loans may be measured by a prepayment standard or
model. The model used in this prospectus supplement is the "Constant Prepayment
Rate" or "CPR" model. The CPR model represents an assumed constant annual rate
of prepayment each month, expressed as a per annum percentage of the
then-scheduled principal balance of the pool of mortgage loans. As used in each
of the following tables, the column headed "0% CPR" assumes that none of the
mortgage loans is prepaid before its maturity date or Anticipated Repayment
Date, as the case may be. The columns headed "0% CPR," "25% CPR," "50% CPR,"
"75% CPR" and "100% CPR" assume that prepayments on the mortgage loans are made
at those levels of CPR following the expiration of any Lockout Period and any
applicable period in which Defeasance is permitted or any applicable period in
which prepayment is permitted if accompanied by a Yield Maintenance Charge. We
cannot assure you, however, that prepayments of the mortgage loans will conform
to any level of CPR, and no representation is made that the mortgage loans will
prepay at the levels of CPR shown or at any other prepayment rate.

     The following tables indicate the percentage of the initial Certificate
Balance of each Class of the Offered Certificates that would be outstanding
after each of the dates shown at various CPRs and the corresponding weighted
average life of each Class of Certificates. The tables have been prepared on
the basis of the following assumptions, among others:

          (a) scheduled periodic payments including payments due at maturity of
     principal and/or interest on the mortgage loans will be received on a
     timely basis and will be distributed on the 15th day of the related month,
     beginning in September 2005;

          (b) the Mortgage Rate in effect for each mortgage loan as of the
     Cut-off Date will remain in effect to the maturity date or the Anticipated
     Repayment Date, as the case may be, and will be adjusted as required
     pursuant to the definition of Mortgage Rate;

          (c) no Mortgage Loan Seller will be required to repurchase any
     mortgage loan, and none of the holders of the Controlling Class (or any
     other Certificateholder), the Special Servicer, the Master Servicer or the
     holders of the Class LR Certificates (or, with respect to the Universal
     Hotel Portfolio Loan, similar parties under the Universal Hotel Portfolio
     Pooling Agreement) will exercise its option to purchase all the mortgage
     loans and thereby cause an early termination of the trust fund, and the
     holders of the Universal Hotel Portfolio B Note and holder of the Lowe's
     Aliso Viejo Subordinate Companion Loan will not exercise their option to
     purchase the Universal Hotel Portfolio Loan or the Lowe's Aliso Viejo AB
     Mortgage Loan, as applicable, and the holder of any mezzanine loan or other
     indebtedness will not exercise its option to purchase the related mortgage
     loan;

          (d) any principal prepayments on the mortgage loans will be received
     on their respective due dates after the expiration of any applicable
     Lockout Period and/or Defeasance Lockout Period and Yield Maintenance
     period at the respective levels of CPR set forth in the tables;


                                     S-174


          (e) no Yield Maintenance Charges or prepayment premiums are included
     in any allocations or calculations;

          (f) the Closing Date is August 24, 2005;

          (g) the ARD Loans prepay in full on their Anticipated Repayment Dates;

          (h) the Pass-Through Rates, initial Certificate Balances and initial
     Notional Amounts of the respective Classes of Certificates are as described
     in this prospectus supplement;

          (i) the Administrative Cost Rate is calculated on the Stated Principal
     Balance of the mortgage loans and in the same manner as interest is
     calculated on the mortgage loans;

          (j) the optional termination of the trust will not be exercised; and

          (k) the Swap Contract is not subject to a Swap Default.

     To the extent that the mortgage loans have characteristics that differ
from those assumed in preparing the tables set forth below, a Class of Offered
Certificates may mature earlier or later than indicated by the tables. It is
highly unlikely that the mortgage loans will prepay at any constant rate until
maturity or that all the mortgage loans will prepay at the same rate. In
addition, variations in the actual prepayment experience and the balance of the
mortgage loans that prepay may increase or decrease the percentages of initial
Certificate Balances (and weighted average lives) shown in the following
tables. These variations may occur even if the average prepayment experience of
the mortgage loans were to equal any of the specified CPR percentages.
Investors are urged to conduct their own analyses of the rates at which the
mortgage loans may be expected to prepay. Based on the foregoing assumptions,
the following tables (except for the last table, which is labeled "Discount
Margins for the Class A-4FL Certificates at the Respective CPRs Set Forth
Below") indicate the resulting weighted average lives of each Class of Offered
Certificates and set forth the percentage of the initial Certificate Balance of
the Class of the Offered Certificate that would be outstanding after each of
the dates shown at the indicated CPRs. The last table, which is labeled
"Discount Margins for the Class A-4FL Certificates at the Respective CPRs Set
Forth Below," shows the discount margins of the Class A-4FL Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-1 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:


<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................       85          85          85          85          85
August 15, 2007 ...........................       67          67          67          67          67
August 15, 2008 ...........................       46          46          46          46          46
August 15, 2009 ...........................       20          20          20          20          20
August 15, 2010 ...........................        0           0           0           0           0
August 15, 2011 ...........................        0           0           0           0           0
August 15, 2012 ...........................        0           0           0           0           0
August 15, 2013 ...........................        0           0           0           0           0
August 15, 2014 ...........................        0           0           0           0           0
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     2.68        2.67        2.67        2.66        2.66
</TABLE>

- ----------
(1)   The weighted average life of the Class A-1 Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-1 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-1 Certificates.


                                     S-175


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-2 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................        0           0           0           0           0
August 15, 2011 ...........................        0           0           0           0           0
August 15, 2012 ...........................        0           0           0           0           0
August 15, 2013 ...........................        0           0           0           0           0
August 15, 2014 ...........................        0           0           0           0           0
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     4.89        4.88        4.86        4.84        4.64
</TABLE>

- ----------
(1)   The weighted average life of the Class A-2 Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-2 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-2 Certificates.


                                     S-176


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-3 CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................       21          21          21          21          20
August 15, 2013 ...........................        0           0           0           0           0
August 15, 2014 ...........................        0           0           0           0           0
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     7.05        7.02        6.98        6.92        6.61
</TABLE>

- ----------
(1)   The weighted average life of the Class A-3 Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-3 Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-3 Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-4A CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................      100         100         100         100         100
August 15, 2013 ...........................      100         100         100         100         100
August 15, 2014 ...........................      100         100         100         100         100
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.84        9.83        9.81        9.78        9.61
</TABLE>

- ----------
(1)   The weighted average life of the Class A-4A Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-4A Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-4A Certificates.


                                     S-177


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-4B CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................      100         100         100         100         100
August 15, 2013 ...........................      100         100         100         100         100
August 15, 2014 ...........................      100         100         100         100         100
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.89        9.89        9.89        9.89        9.73
</TABLE>

- ----------
(1)   The weighted average life of the Class A-4B Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-4B Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-4B Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
             OF THE CLASS A-SB CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................       95          95          95          95          95
August 15, 2011 ...........................       73          73          73          73          73
August 15, 2012 ...........................       50          50          50          50          52
August 15, 2013 ...........................       30          30          30          30          30
August 15, 2014 ...........................       10          10          10          10          10
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     7.09        7.09        7.09        7.09        7.11
</TABLE>

- ----------
(1)   The weighted average life of the Class A-SB Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-SB Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-SB Certificates.


                                     S-178


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
              OF THE CLASS A-J CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................      100         100         100         100         100
August 15, 2013 ...........................      100         100         100         100         100
August 15, 2014 ...........................      100         100         100         100         100
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.98        9.98        9.96        9.93        9.73
</TABLE>

- ----------
(1)   The weighted average life of the Class A-J Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-J Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-J Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
               OF THE CLASS B CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................      100         100         100         100         100
August 15, 2013 ...........................      100         100         100         100         100
August 15, 2014 ...........................      100         100         100         100         100
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.98        9.98        9.98        9.98        9.73
</TABLE>

- ----------
(1)   The weighted average life of the Class B Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class B Certificates to
      the related Distribution Date, (b) summing the results and (c) dividing
      the sum by the aggregate amount of the reductions in the principal
      balance of the Class B Certificates.


                                     S-179


                  PERCENT OF THE INITIAL CERTIFICATE BALANCE
               OF THE CLASS C CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................      100         100         100         100         100
August 15, 2013 ...........................      100         100         100         100         100
August 15, 2014 ...........................      100         100         100         100         100
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.98        9.98        9.98        9.98        9.73
</TABLE>

- ----------
(1)   The weighted average life of the Class C Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class C Certificates to
      the related Distribution Date, (b) summing the results and (c) dividing
      the sum by the aggregate amount of the reductions in the principal
      balance of the Class C Certificates.


                   PERCENT OF THE INITIAL CERTIFICATE BALANCE
               OF THE CLASS D CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                    DATE                       0% CPR     25% CPR     50% CPR     75% CPR     100% CPR
- -------------------------------------------    ------     -------     -------     -------     --------

Initial Percentage ........................      100         100         100         100         100
August 15, 2006 ...........................      100         100         100         100         100
August 15, 2007 ...........................      100         100         100         100         100
August 15, 2008 ...........................      100         100         100         100         100
August 15, 2009 ...........................      100         100         100         100         100
August 15, 2010 ...........................      100         100         100         100         100
August 15, 2011 ...........................      100         100         100         100         100
August 15, 2012 ...........................      100         100         100         100         100
August 15, 2013 ...........................      100         100         100         100         100
August 15, 2014 ...........................      100         100         100         100         100
August 15, 2015 ...........................        0           0           0           0           0
Weighted Average Life (years)(1) ..........     9.98        9.98        9.98        9.98        9.79
</TABLE>

- ----------
(1)   The weighted average life of the Class D Certificates is determined by
      (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class D Certificates to
      the related Distribution Date, (b) summing the results and (c) dividing
      the sum by the aggregate amount of the reductions in the principal
      balance of the Class D Certificates.

     The discount margins set forth in the table below represent the increment
over LIBOR that produces a monthly discount rate which, when applied to the
assumed stream of cash flows to be paid on the Class A-4FL Certificates, would
cause the discounted present value of such cash flows to equal the assumed
purchase price as specified below, in each case expressed in decimal format and
interpreted as a percentage of the initial Certificate Balance of the Class
A-4FL Certificates. The table below assumes that the Class A-4FL Certificates
settle without accrued interest. The following table has been prepared on the
basis of the modeling assumptions above.


                                     S-180


                               DISCOUNT MARGINS
            FOR THE CLASS A-4FL CERTIFICATES AT THE RESPECTIVE CPRS
                                SET FORTH BELOW:




<TABLE>

                   PRICE                         0% CPR         25% CPR         50% CPR         75% CPR        100% CPR
- ------------------------------------------    -----------     -----------     -----------     -----------     -----------
                                              DISC MARGIN     DISC MARGIN     DISC MARGIN     DISC MARGIN     DISC MARGIN
                                                 (BPS)           (BPS)           (BPS)           (BPS)           (BPS)

% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
% ........................................
Weighted Average Life (years)(1) .........
</TABLE>

- ----------
(1)   The weighted average life of the Class A-4FL Certificates is determined
      by (a) multiplying the amount of each principal distribution on it by the
      number of years from the date of issuance of the Class A-4FL Certificates
      to the related Distribution Date, (b) summing the results and (c)
      dividing the sum by the aggregate amount of the reductions in the
      principal balance of the Class A-4FL Certificates.

YIELD SENSITIVITY OF THE CLASS X-2 CERTIFICATES

     The yield to maturity of the Class X-2 Certificates will be highly
sensitive to the rate and timing of principal payments including by reason of
prepayments, principal losses and other factors described above. Investors in
the Class X-2 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.

     ANY OPTIONAL TERMINATION BY THE HOLDERS OF THE CONTROLLING CLASS, THE
SPECIAL SERVICER, THE MASTER SERVICER OR THE HOLDERS OF THE CLASS LR
CERTIFICATES WOULD RESULT IN PREPAYMENT IN FULL OF THE CERTIFICATES AND WOULD
HAVE AN ADVERSE EFFECT ON THE YIELD OF THE CLASS X-2 CERTIFICATES BECAUSE A
TERMINATION WOULD HAVE AN EFFECT SIMILAR TO A PRINCIPAL PREPAYMENT IN FULL OF
THE MORTGAGE LOANS AND, AS A RESULT, INVESTORS IN THE CLASS X-2 CERTIFICATES
AND ANY OTHER CERTIFICATES PURCHASED AT PREMIUM MIGHT NOT FULLY RECOUP THEIR
INITIAL INVESTMENT. SEE "DESCRIPTION OF THE CERTIFICATES--TERMINATION;
RETIREMENT OF CERTIFICATES" IN THIS PROSPECTUS SUPPLEMENT.

     The following table indicates the approximate pre-tax yield to maturity on
a corporate bond equivalent ("CBE") basis on the Class X-2 Certificates for the
specified CPRs based on the assumptions set forth under "--Weighted Average
Life" above. It was further assumed that the


                                     S-181


purchase price of the Class X-2 Certificates is as specified in the table
below, expressed as a percentage of the initial Notional Amount of such
Certificates, plus accrued interest from August 1, 2005 to the Closing Date.

     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 X-2 Certificates, would cause the discounted
present value of such assumed stream of cash flows to equal the assumed
purchase price thereof, 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 X-2 Certificates
(and, accordingly, does not purport to reflect the return on any investment in
the Class X-2 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 X-2 Certificates will correspond to the cash flows shown
herein or that the aggregate purchase price of the Class X-2 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 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 X-2 Certificates.


              SENSITIVITY TO PRINCIPAL PREPAYMENTS OF THE PRE-TAX
                YIELDS TO MATURITY OF THE CLASS X-2 CERTIFICATES



<TABLE>

                                                      PREPAYMENT ASSUMPTION (CPR)
                                               -----------------------------------------
     ASSUMED PURCHASE PRICE (OF INITIAL
 NOTIONAL AMOUNT OF CLASS X-2 CERTIFICATES)      0%       25%      50%      75%     100%
- --------------------------------------------   ------   ------   ------   ------   -----

                         %                          %        %        %        %        %
</TABLE>


                                     S-182


                    CERTAIN FEDERAL INCOME TAX CONSEQUENCES

     Upon the issuance of the Certificates, Cadwalader, Wickersham & Taft LLP,
special counsel to the Depositor, will deliver its opinion that, assuming (1)
the making of appropriate elections, (2) compliance with the provisions of the
Pooling and Servicing Agreement, (3) compliance with all provisions of the
Universal Hotel Portfolio Pooling Agreement and other related documents and any
amendments thereto and the continued qualification of the REMICs formed under
the Universal Hotel Portfolio Pooling Agreement and (4) compliance with
applicable changes in the Internal Revenue Code of 1986, as amended (the
"Code"), including the REMIC Provisions, for federal income tax purposes,
designated portions of the trust fund will qualify as two separate real estate
mortgage investment conduits (the "Upper-Tier REMIC" and the "Lower-Tier
REMIC", respectively, and each, a "REMIC") within the meaning of Sections 860A
through 860G (the "REMIC Provisions") of the Code, and (1) the Class A-1, Class
A-2, Class A-3, Class A-4A, Class A-4B, Class A-SB, Class A-1A, Class X-1,
Class X-2, 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 and Class NR
Certificates and the Class A-4FL Regular Interest will evidence the "regular
interests" in the Upper-Tier REMIC and (2) the Class R Certificates will
represent the sole class of "residual interest" in the Upper-Tier REMIC and the
Class LR Certificates will represent the sole class of "residual interests" in
the Lower-Tier REMIC, within the meaning of the REMIC Provisions. The
Certificates (other than the Class S, Class R and Class LR Certificates) are
"Regular Certificates" as defined in the prospectus. 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 S Certificates will
represent undivided beneficial interests in such portion of the grantor trust.
The grantor trust will also hold the Class A-4FL Regular Interest, the Swap
Contract and the Floating Rate Account, and the Class A-4FL Certificates will
represent undivided beneficial interests in such portion of the grantor trust.

     The Lower-Tier REMIC will hold the mortgage loans and their proceeds, and
the trust fund's allocable share of any property that secured a mortgage loan
that was acquired by foreclosure or deed in lieu of foreclosure (in the case of
the Universal Hotel Portfolio Loan, a beneficial interest in an allocable
portion of the property securing the Universal Hotel Portfolio Whole Loan and
in the case of the Lowe's Aliso Viejo AB Mortgage Loan, an allocable portion of
the property securing the Lowe's Aliso Viejo AB Mortgage Loan Pair), and will
issue certain uncertificated classes of regular interests (the "Lower-Tier
REMIC Regular Interests") and the Class LR Certificates, which will represent
the sole class of residual interest in the Lower-Tier REMIC. The Upper-Tier
REMIC will hold the Lower-Tier REMIC Regular Interests and their proceeds and
will issue the Regular Certificates as regular interests in the Upper-Tier
REMIC and the Class R certificates as the sole class of residual interest in
the Upper-Tier REMIC.

     Because they represent regular interests, each Class of Offered
Certificates (other than the Class A-4FL Certificates) and the Class A-4FL
Regular Interest generally will be treated as newly originated debt instruments
for federal income tax purposes. Holders of the Classes of Offered Certificates
will be required to include in income all interest on the regular interests
represented by their Certificates in accordance with the accrual method of
accounting, regardless of a Certificateholder's usual method of accounting. It
is anticipated that the Offered Certificates, other than the Class A-4FL and
Class X-2 Certificates, and the Class A-4FL Regular Interest will be issued [at
a premium] for federal income tax purposes. The prepayment assumption that will
be used in determining the rate of accrual of original issue discount, if any,
and market discount or whether any such discount is de minimis, and that may be
used to amortize premium, if any, for federal income tax purposes will be based
on the assumption that subsequent to the date of any determination the mortgage
loans will prepay at a rate equal to a CPR of 0%; provided that it is assumed
that the ARD Loans prepay on their Anticipated Repayment Dates (the "Prepayment
Assumption"). No representation is made that the mortgage loans will prepay at
that rate or at any other rate. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates" in the prospectus. For


                                     S-183


purposes of this discussion and the discussion in the prospectus, holders of
the Class A-4FL Certificates will be required to allocate their purchase prices
and disposition proceeds between their interest in the Class A-4FL Regular
Interest and the Swap Contract for purposes of accruing discount or premium or
computing gain or loss upon disposition of the Class A-4FL Regular Interest,
and with respect to the Class A-4FL Certificates, references in such discussion
to the "regular interests" are to the Class A-4FL Regular Interest and amounts
allocable thereto.

     Although unclear for federal income tax purposes, it is anticipated that
the Class X-2 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 initial prepayment assumption in the manner
set forth in the prospectus), over their respective issue prices (including
accrued interest from August 1, 2005). Any "negative" amounts of original issue
discount on the Class X-2 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 X-2 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, as defined in the prospectus, may be
promulgated with respect to these Certificates.

     Yield Maintenance Charges actually collected will be distributed among the
holders of the respective Classes of Certificates as described under
"Description of the Certificates--Allocation of Yield Maintenance Charges and
Prepayment Premiums" in this prospectus supplement. It is not entirely clear
under the Code when the amount of Yield Maintenance Charges so allocated should
be taxed to the holder of an Offered Certificate, but it is not expected, for
federal income tax reporting purposes, that Yield Maintenance Charges 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 Yield Maintenance Charge.
Yield Maintenance Charges, 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 a Certificate.
Certificateholders should consult their own tax advisers concerning the
treatment of Yield Maintenance Charges. Any Yield Maintenance Charge paid to
the Swap Counterparty with respect to the Class A-4FL Regular Interest will be
treated as received by the holders of the Class A-4FL Certificates and paid as
a periodic payment by the holders of the Class A-4FL Certificates under the
Swap Contract. See "--Taxation of the Swap Contract" below.

     Except as provided below, the Offered Certificates will be treated as
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Code in
the hands of a real estate investment trust or "REIT" and interest (including
original issue discount, if any) on the Offered Certificates will be interest
described in Section 856(c)(3)(B) of the Code, and the Offered Certificates
will be treated as "loans . . . secured by an interest in real property which
is . . . residential real property" under Section 7701(a)(19)(C)(v) of the Code
for a domestic building and loan association to the extent the mortgage loans
are secured by multifamily and manufactured housing community properties. As of
the Cut-off Date, mortgage loans representing approximately 20.2% of the
Initial Pool Balance are secured by multifamily properties and manufactured
housing community properties. Mortgage loans that have been defeased with U.S.
Treasury obligations will not qualify for the foregoing treatments. Moreover,
the Offered Certificates will be "qualified mortgages" for another REMIC within
the meaning of Section 860G(a)(3) of the Code. See "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates" in the
prospectus.

TAXATION OF THE SWAP CONTRACT

     Each holder of a Class A-4FL Certificate will be treated for federal
income tax purposes as having entered into its proportionate share of the
rights of such Class under the Swap Contract. Holders of the Class A-4FL
Certificates must allocate the price they pay for their Certificates


                                     S-184


between their interests in the Class A-4FL Regular Interest and the Swap
Contract based on their relative market values. The portion, if any, allocated
to the Swap Contract will be treated as a swap premium (the "Swap Premium")
paid or received by the holders of the Class A-4FL Certificates, as applicable.
If the Swap Premium is paid by a holder, it will reduce the purchase price
allocable to the Class A-4FL Regular Interest. If the Swap Premium is received
by holders, it will be deemed to have increased the purchase price for the
Class A-4FL Regular Interest. If the Swap Contract is "on-market", no amount of
the purchase price will be allocable to it. Based on the anticipated issue
prices of the Class A-4FL Certificates and the Class A-4FL Regular Interest, it
is anticipated that the Class A-4FL Regular Interest will be issued [at a
premium] and that a Swap Premium will be deemed to be paid to the holders of
the Class A-4FL Certificates. The holder of a Class A-4FL Certificate will be
required to amortize any Swap Premium under a level payment method as if the
Swap Premium represented the present value of a series of equal payments made
or received over the life of the Swap Contract (adjusted to take into account
decreases in notional principal amount), discounted at a rate equal to the rate
used to determine the amount of the Swap Premium (or some other reasonable
rate). Prospective purchasers of Class A-4FL Certificates should consult their
own tax advisors regarding the appropriate method of amortizing any Swap
Premium. Regulations promulgated by the U.S. Department of Treasury
("Treasury") treat a non-periodic payment made under a swap contract as a loan
for federal income tax purposes if the payment is "significant". It is not
known whether any Swap Premium would be treated in part as a loan under
Treasury regulations.

     Under Treasury regulations (i) all taxpayers must recognize periodic
payments with respect to a notional principal contract under the accrual method
of accounting, and (ii) any periodic payments received under the Swap Contract
must be netted against payments made under the Swap Contract and deemed made or
received as a result of the Swap Premium over the recipient's taxable year,
rather than accounted for on a gross basis. Net income or deduction with
respect to net payments under a notional principal contract for a taxable year
should constitute ordinary income or ordinary deduction. The IRS could contend
the amount is capital gain or loss, but such treatment is unlikely, at least in
the absence of further regulations. Any regulations requiring capital gain or
loss treatment presumably would apply only prospectively. Individuals may be
limited in their ability to deduct any such net deduction and should consult
their tax advisors prior to investing in the Class A-4FL Certificates.

     Any amount of proceeds from the sale, redemption or retirement of a Class
A-4FL Certificate that is considered to be allocated to the holder's rights
under the Swap Contract or that the holder is deemed to have paid to the
purchaser would be considered a "termination payment" allocable to that Class
A-4FL Certificate under Treasury regulations. A holder of a Class A-4FL
Certificate will have gain or loss from such a termination equal to (A)(i) any
termination payment it received or is deemed to have received minus (ii) the
unamortized portion of any Swap Premium paid (or deemed paid) by the holder
upon entering into or acquiring its interest in the Swap Contract or (B)(i) any
termination payment it paid or is deemed to have paid minus (ii) the
unamortized portion of any Swap Premium received upon entering into or
acquiring its interest in the Swap Contract. Gain or loss realized upon the
termination of the Swap Contract will generally be treated as capital gain or
loss. Moreover, in the case of a bank or thrift institution, Section 582(c) of
the Code would likely not apply to treat such gain or loss as ordinary.

     The Class A-4FL Certificates, representing a beneficial ownership in the
Class A-4FL Regular Interest and in the Swap Contract, may constitute positions
in a straddle, in which case the straddle rules of Section 1092 of the Code
would apply. A selling holder's capital gain or loss with respect to such
regular interest would be short term because the holding period would be tolled
under the straddle rules. Similarly, capital gain or loss realized in
connection with the termination of the Swap Contract would be short term. If
the holder of a Class A-4FL Certificate incurred or continued to incur
indebtedness to acquire or hold such Class A-4FL Certificate, the holder would
generally be required to capitalize a portion of the interest paid on such
indebtedness until termination of the Swap Contract.


                                     S-185


     For further information regarding the federal income tax consequences of
investing in the Offered Certificates, see "Certain Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates" in the prospectus.

                            METHOD OF DISTRIBUTION

     Subject to the terms and conditions set forth in the underwriting
agreement (the "Underwriting Agreement"), between J.P. Morgan Securities Inc.
for itself and as representative of ABN AMRO Incorporated, Nomura Securities
International, Inc. and Credit Suisse First Boston LLC (collectively, the
"Underwriters"), and the Depositor, the Depositor has agreed to sell to the
Underwriters, and the Underwriters have severally, but not jointly, agreed to
purchase from the Depositor the respective Certificate Balances of each Class
of Offered Certificates set forth below subject in each case to a variance of
10%.

<TABLE>

                           J.P. MORGAN         ABN AMRO        NOMURA SECURITIES       CREDIT SUISSE
        CLASS            SECURITIES INC.     INCORPORATED     INTERNATIONAL, INC.     FIRST BOSTON LLC
- ---------------------   -----------------   --------------   ---------------------   -----------------

Class A-1 ...........   $                   $                $                       $
Class A-2 ...........   $                   $                $                       $
Class A-3 ...........   $                   $                $                       $
Class A-4A ..........   $                   $                $                       $
Class A-4B ..........   $                   $                $                       $
Class A-4FL .........   $                   $                $                       $
Class A-SB ..........   $                   $                $                       $
Class X-2 ...........   $                   $                $                       $
Class A-J ...........   $                   $                $                       $
Class B .............   $                   $                $                       $
Class C .............   $                   $                $                       $
Class D .............   $                   $                $                       $
</TABLE>

     In the event of a default by any Underwriter, the Underwriting Agreement
provides that, in certain circumstances, purchase commitments of the
non-defaulting Underwriter(s) may be increased or the Underwriting Agreement
may be terminated. Additionally, the Depositor and the Mortgage Loan Sellers
have severally agreed to indemnify the Underwriters, and the Underwriters have
severally agreed to indemnify the Depositor, against certain liabilities,
including liabilities under the Securities Act of 1933, as amended.

     The Depositor has been advised by the Underwriters that they propose to
offer the Offered Certificates to the public from time to time in one or more
negotiated transactions, or otherwise, at varying prices to be determined at
the time of sale. Proceeds to the Depositor from the sale of Offered
Certificates will be    % of the initial aggregate Certificate Balance of the
Offered Certificates, plus (except with respect to the Class A-4FL
Certificates) accrued interest on the Offered Certificates from August 1, 2005,
before deducting expenses payable by the Depositor estimated to be
approximately $         . The Underwriters may effect the transactions by
selling the Offered Certificates to or through dealers, and the 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 offered hereby, the Underwriters may be deemed to have
received compensation from the Depositor in the form of underwriting discounts.

     We cannot assure you that a secondary market for the Offered Certificates
will develop or, if it does develop, that it will continue. The Underwriters
expect to make, but are not obligated to make, a secondary market in the
Offered Certificates. The primary source of ongoing information available to
investors concerning the Offered Certificates will be the monthly statements
discussed in the prospectus under "Description of the Certificates--Reports to
Certificateholders", which will include information as to the outstanding
principal balance of the Offered Certificates and the status of the applicable
form of credit enhancement. Except as described in this


                                     S-186


prospectus supplement under "Description of the Certificates--Reports to
Certificateholders; Certain Available Information", we cannot assure you that
any additional information regarding the Offered Certificates will be available
through any other source. In addition, we are not aware of any source through
which price information about the Offered Certificates will be generally
available on an ongoing basis. The limited nature of that information regarding
the Offered Certificates may adversely affect the liquidity of the Offered
Certificates, even if a secondary market for the Offered Certificates becomes
available.

     J.P. Morgan Securities Inc., one of the Underwriters, is an affiliate of
the Depositor and JPMorgan Chase Bank, N.A., one of the Mortgage Loan Sellers
and the Swap Counterparty. ABN AMRO Incorporated, one of the Underwriters, is
an affiliate of LaSalle Bank National Association, one of the Mortgage Loan
Sellers, the Paying Agent, the Authenticating Agent and the Certificate
Registrar. Nomura Securities International, Inc., one of the Underwriters, is
an affiliate of Nomura Credit & Capital, Inc., one of the Mortgage Loan
Sellers.

                                 LEGAL MATTERS

     The validity of the Certificates will be passed upon for the Depositor by
Cadwalader, Wickersham & Taft LLP, and for the Underwriters by Thacher Proffitt
& Wood LLP, New York, New York. In addition, certain federal income tax matters
will be passed upon for the Depositor by Cadwalader, Wickersham & Taft LLP.

                                    RATINGS

     It is a condition to issuance that the Offered Certificates be rated not
lower than the following ratings by Moody's Investors Service, Inc. ("Moody's")
and Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("S&P") and, together with Moody's, the "Rating Agencies"):

                          CLASS      MOODY'S     S&P
                         -------     -------     ---
                            A-1        Aaa       AAA
                            A-2        Aaa       AAA
                            A-3        Aaa       AAA
                            A-4A       Aaa       AAA
                            A-4B       Aaa       AAA
                           A-4FL       Aaa       AAA
                            A-SB       Aaa       AAA
                            X-2        Aaa       AAA
                            A-J        Aaa       AAA
                             B         Aa2       AA
                             C         Aa3       AA-
                             D          A2        A

     A rating on mortgage pass-through certificates addresses the likelihood of
the timely receipt by their holders of interest and the ultimate repayment of
principal to which they are entitled by the Rated Final Distribution Date. The
rating takes into consideration the credit quality of the pool of mortgage
loans, structural and legal aspects associated with the certificates, and the
extent to which the payment stream from the pool of mortgage loans is adequate
to make payments required under the certificates. The ratings on the Offered
Certificates do not, however, constitute a statement regarding the likelihood,
timing or frequency of prepayments (whether voluntary or involuntary) on the
mortgage loans or the degree to which the payments might differ from those
originally contemplated. In addition, a rating does not address the likelihood
or frequency of voluntary or mandatory prepayments of mortgage loans, payment
of prepayment premiums, payment of Excess Interest, Yield Maintenance Charges
or net default interest.

     Also, the rating does not represent any assessment of the yield to
maturity that investors may experience or the possibility that the Class X-2
Certificateholders might not fully recover


                                     S-187


their investments in the event of rapid prepayments of the mortgage loans
(including both voluntary and involuntary prepayments). As described herein,
the amounts payable with respect to the Class X-2 Certificates consist only of
interest. If the entire pool were to prepay in the initial month, with the
result that the Class X-2 Certificateholders receive only a single month's
interest and thus suffer a nearly complete loss of their investment, all
amounts "due" to such Certificateholders will nevertheless have been paid, and
such result is consistent with the ratings received on the Class X-2
Certificates. The Notional Amounts upon which interest is calculated with
respect to the Class X-2 Certificates are subject to reduction in connection
with each reduction of a corresponding component whether as a result of
principal payments or the allocation of Collateral Support Deficits. The
ratings on the Class X-2 Certificates do not address the timing or magnitude of
reduction of such Notional Amounts, but only the obligation to pay interest
timely on such Notional Amounts as so reduced from time to time. Accordingly,
the ratings on the Class X-2 Certificates should be evaluated independently
from similar ratings on other types of securities.

     A rating on the Class A-4FL Certificates does not represent any assessment
of whether the floating interest rate on such Certificates will convert to a
fixed rate. With respect to the Class A-4FL Certificates, the Rating Agencies
are only rating the receipt of interest up to the Pass-Through Rate applicable
to the Class A-4FL Regular Interest, and are not rating the receipt of interest
accrued at LIBOR plus    %. S&P's ratings do not address any shortfalls or
delays in payment that investors in the Class A-4FL Certificates may experience
as a result of the conversion of the Pass-Through Rate on the Class A-4FL
Certificates from a rate based on LIBOR to a fixed rate.

     In addition, S&P's ratings of the Certificates do not address the
application of Net Aggregate Prepayment Interest Shortfalls to the
Certificates.

     We cannot assure you as to whether any rating agency not requested to rate
the Offered Certificates will nonetheless issue a rating to any Class of
Offered Certificates and, if so, what the rating would be. A rating assigned to
any Class of Offered Certificates by a rating agency that has not been
requested by the Depositor to do so may be lower than the rating assigned
thereto by the Rating Agencies.

     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.

                               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 Offered 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 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 will
constitute legal investments for them or are subject to investment, capital or
other restrictions.

     See "Legal Investment" in the prospectus.

                                     S-188


                         CERTAIN ERISA CONSIDERATIONS

     A fiduciary of any retirement plan or other employee benefit plan or
arrangement, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which those
plans, annuities, accounts or arrangements are invested, including insurance
company general accounts, that is subject to the fiduciary responsibility rules
of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
or Section 4975 of the Code (an "ERISA Plan") or which is a governmental plan,
as defined in Section 3(32) of ERISA, or a church plan, as defined in Section
3(33) of ERISA and for which no election has been made under Section 410(d) of
the Code, subject to any federal, state or local law ("Similar Law") which is,
to a material extent, similar to the foregoing provisions of ERISA or the Code
(collectively, with an ERISA Plan, a "Plan") should 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 under
ERISA, the Code or Similar Law or whether there exists any statutory,
regulatory or administrative exemption applicable thereto. Moreover, each Plan
fiduciary should determine whether an investment in the Offered Certificates is
appropriate for the Plan, taking into account the overall investment policy of
the Plan and the composition of the Plan's investment portfolio.

     The U.S. Department of Labor has issued to J.P. Morgan Securities Inc. an
individual prohibited transaction exemption, PTE 2002-19, 67 Fed. Reg. 14,979
(March 28, 2002) (the "Exemption"). The Exemption generally exempts from the
application of the prohibited transaction provisions of Sections 406 and 407 of
ERISA, and the excise taxes imposed on the prohibited transactions pursuant to
Sections 4975(a) and (b) of the Code, certain transactions, among others,
relating to the servicing and operation of pools of mortgage loans, such as the
pool of mortgage loans held by the trust, and the purchase, sale and holding of
mortgage pass-through certificates, such as the Offered Certificates,
underwritten by J.P. Morgan Securities Inc., provided that certain conditions
set forth in the Exemption are satisfied.

     The Exemption sets forth five general conditions that must be satisfied
for a transaction involving the purchase, sale and holding of the Offered
Certificates to be eligible for exemptive relief. First, the acquisition of the
Offered Certificates by a Plan must be on terms (including the price paid for
the Certificates) that are at least as favorable to the Plan as they would be
in an arm's-length transaction with an unrelated party. Second, the Offered
Certificates at the time of acquisition by the Plan must be rated in one of the
four highest generic rating categories by Moody's, S&P or Fitch. Third, the
Trustee cannot be an affiliate of any other member of the Restricted Group
other than an Underwriter. The "Restricted Group" consists of any Underwriter,
the Depositor, the Trustee, the Master Servicer, the Special Servicer, any
sub-servicer, the Swap Counterparty, any entity that provides insurance or
other credit support to the trust fund and any borrower with respect to
mortgage loans constituting more than 5% of the aggregate unamortized principal
balance of the mortgage loans as of the date of initial issuance of the Offered
Certificates, and any affiliate of any of the foregoing entities. Fourth, the
sum of all payments made to and retained by the Underwriters 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 fund must represent not more than
the fair market value of the mortgage loans 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 that person's services
under the Pooling and Servicing Agreement and reimbursement of the 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
Securities and Exchange Commission under the Securities Act of 1933, as
amended.

     It is a condition of the issuance of the Offered Certificates that they
have the ratings specified on the cover page. As of the Closing Date, the third
general condition set forth above will be satisfied with respect to the Offered
Certificates. A fiduciary of a Plan contemplating purchasing an Offered
Certificate in the secondary market must make its own determination


                                     S-189


that, at the time of purchase, the Offered Certificates continue to satisfy the
second and third general conditions set forth above. A fiduciary of a Plan
contemplating purchasing an Offered Certificate, whether in the initial
issuance of the related Certificates or in the secondary market, must make its
own determination that the first, fourth and fifth general conditions set forth
above will be satisfied with respect to the related Offered Certificate.

     Further, the Exemption imposes additional requirements for purchases by
Plans of classes of Certificates subject to swap contracts, such as the Class
A-4FL Certificates which benefit from the Swap Contract:

          (a) Each swap contract must be an "eligible swap" with an "eligible
     swap counterparty" (as each term is defined in PTE 2000-58);

          (b) If a swap contract ceases to be an eligible swap and the swap
     contract cannot be replaced, the Trustee must notify Certificateholders
     that the Exemption will cease to apply with respect to the class or classes
     of Certificates subject to such swap contract; and

          (c) The fiduciary of a Plan purchasing any class of Certificates
     subject to a swap contract must be either:

              o a "qualified professional asset manager" (as defined in PTE
                84-14);

              o an "in-house asset manager" (as defined in PTE 96-23); or

              o a Plan fiduciary with total assets under management of at least
                $100 million at the time of the acquisition of the Certificates
                by the Plan.

     The Depositor believes that the Swap Contract will meet all of the
relevant requirements to be considered an "eligible swap" as of the Closing
Date. However, any Plan contemplating purchase of the Class A-4FL Certificates
must make its own determination that all of the additional requirements of the
Exemption are satisfied as of the date of such purchase and during the time
that the Plan holds the Class A-4FL Certificates.

     The Exemption also requires that the trust fund meet the following
requirements: (1) the trust fund must consist solely of assets of the type that
have been included in other investment pools; (2) certificates in those other
investment pools must have been rated in one of the four highest categories of
S&P, Moody's or Fitch for at least one year prior to the Plan's acquisition of
Offered Certificates; and (3) certificates in those other investment pools must
have been purchased by investors other than Plans for at least one year prior
to any Plan's acquisition of Offered Certificates.

     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 (1) the direct or indirect sale, exchange or transfer of
Offered Certificates in the initial issuance of Certificates between the
Depositor or the Underwriters and a Plan when the Depositor, any of the
Underwriters, the Trustee, the Master Servicer, the Special Servicer, a
sub-servicer or a borrower is a party in interest with respect to the investing
Plan, (2) the direct or indirect acquisition or disposition in the secondary
market of the Offered Certificates by a Plan and (3) the holding of 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" by any person
who has discretionary authority or renders investment advice with respect to
the assets of the Excluded Plan. For purposes of this prospectus supplement, an
"Excluded Plan" is a Plan sponsored by any member of the Restricted Group.

     If certain specific conditions of the Exemption are also satisfied, the
Exemption may provide an exemption from the restrictions imposed by Sections
406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section 4975(c)(1)(E) of
the Code in connection with (1) the direct or indirect sale, exchange or
transfer of Offered Certificates in the initial issuance of Certificates
between


                                     S-190


the Depositor or the Underwriters and a Plan when the person who has
discretionary authority or renders investment advice with respect to the
investment of Plan assets in those Certificates is (a) a borrower with respect
to 5% or less of the fair market value of the mortgage loans or (b) an
affiliate of that person, (2) the direct or indirect acquisition or disposition
in the secondary market of Offered Certificates by a Plan and (3) the holding
of Offered Certificates by a Plan.

     Further, if certain specific conditions of 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 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
pool of mortgage loans.

     Before purchasing an Offered Certificate, a fiduciary of a Plan should
itself confirm that the specific and general conditions and the other
requirements set forth in the Exemption would be satisfied at the time of
purchase. In addition to making its own determination as to the availability of
the exemptive relief in the Exemption, the Plan fiduciary should consider the
availability of any other prohibited transaction exemptions, including with
respect to governmental plans, any exemptive relief afforded under Similar Law.
See "Certain ERISA Considerations" in the prospectus. A purchaser of an Offered
Certificate should be aware, however, that even if the conditions specified in
one or more exemptions are satisfied, the scope of relief by an exemption may
not cover all acts which might be construed as prohibited transactions.

     Persons who have an ongoing relationship with the New York State Common
Retirement Fund, which is a governmental plan, should note that this plan owns
equity interests in certain of the borrowers. Such persons should consult with
counsel regarding whether this relationship would affect their ability to
purchase and hold Certificates.

     THE SALE OF OFFERED CERTIFICATES TO A PLAN IS IN NO RESPECT A
REPRESENTATION BY THE DEPOSITOR OR ANY OF THE UNDERWRITERS THAT THIS INVESTMENT
MEETS ANY RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY PLANS
GENERALLY OR ANY PARTICULAR PLAN, OR THAT THIS INVESTMENT IS APPROPRIATE FOR
PLANS GENERALLY OR ANY PARTICULAR PLAN.


                                     S-191


                         INDEX OF PRINCIPAL DEFINITIONS

                                                   PAGE
                                                   ----
30/360 Basis ..........................            S-86
Acceptable Insurance Default ..........           S-159
Actual/360 Basis ......................            S-86
Additional Exclusions .................           S-158
Administrative Cost Rate ..............           S-122
Advances ..............................           S-133
Anticipated Repayment Date ............            S-85
Appraisal Reduction ...................           S-136
Appraisal Reduction Event .............           S-136
ARD Loans .............................            S-85
Asset Status Report ...................           S-149
Assumed Final Distribution Date........           S-128
Assumed Scheduled Payment .............           S-125
Authenticating Agent ..................           S-107
Available Distribution Amount .........           S-111
Base Interest Fraction ................           S-128
CBE ...................................           S-181
Certificate Account ...................           S-110
Certificate Balance ...................           S-105
Certificate Owner .....................           S-106
Certificate Registrar .................           S-107
Certificateholders ....................            S-77
Certificates ..........................           S-105
Class .................................           S-105
Class A Certificates ..................           S-105
Class A-4FL Available Funds ...........           S-112
Class A-4FL Interest Distribution
   Amount .............................           S-122
Class A-4FL Principal Distribution
   Amount .............................           S-126
Class A-4FL Regular Interest ..........           S-105
Class A-SB Planned Principal
   Balance ............................           S-126
Class X Certificates ..................           S-105
Class X-1 Component ...................           S-120
Class X-1 Strip Rate ..................           S-120
Class X-2 Component ...................    S-106, S-121
Class X-2 Strip Rate ..................           S-121
Clearstream ...........................           S-107
Closing Date ..........................            S-77
CMSA Investor Reporting
   Package ............................           S-140
Code ..................................           S-183
Collateral Support Deficit ............           S-131
Compensating Interest Payment..........           S-157
Constant Prepayment Rate ..............           S-174
Controlling Class .....................           S-151
Controlling Class
   Certificateholder ..................           S-151
Conversion ............................            S-96
Corrected Mortgage Loan ...............           S-149
CPR ...................................           S-174
Crossed Loan ..........................           S-103
Cross-Over Date .......................           S-118
Cut-off Date Balance ..................            S-77
Cut-off Date LTV Ratios ...............            S-95
Defeasance ............................            S-89
Defeasance Lockout Period .............            S-89
Depositor .............................            S-77
Depositories ..........................           S-107
Determination Date ....................           S-109
Direct Participants ...................           S-108
Directing Certificateholder ...........           S-151
Discount Rate .........................            S-87
Distributable Certificate Interest.....           S-123
Distribution Account ..................           S-110
Distribution Date .....................           S-109
DSCR ..................................            S-79
DTC ...................................           S-106
Due Period ............................           S-112
Effective Gross Income ................            S-94
EPA ...................................            S-70
ERISA .................................           S-189
ERISA Plan ............................           S-189
ESA ...................................            S-97
Euroclear .............................           S-107
Events of Default .....................           S-166
Excess Interest .......................           S-122
Excess Interest Distribution
   Account ............................           S-111
Excluded Plan .........................           S-190
Exemption .............................           S-189
FIRREA ................................            S-97
Floating Rate Account .................           S-111
Form 8-K ..............................            S-93
Gain on Sale Reserve Account ..........           S-111
Group 1 Principal Distribution
   Amount .............................           S-124
Group 1 Principal Shortfall ...........           S-126
Group 2 Principal Distribution
   Amount .............................           S-124
Group 2 Principal Shortfall ...........           S-126
Indirect Participants .................           S-108
Initial Loan Group 1 Balance ..........            S-77
Initial Loan Group 2 Balance ..........            S-77
Initial Pool Balance ..................            S-77
Initial Rate ..........................            S-85
Initial Resolution Period .............           S-101


                                     S-192





                                               PAGE
                                               ----
Insurance and Condemnation
   Proceeds ........................          S-110
Interest Accrual Period ............          S-123
Interest Distribution Amount .......          S-122
Interest Reserve Account ...........          S-110
IRS ................................          S-162
JPMCB ..............................    S-96, S-145
LaSalle ............................           S-96
LIBOR ..............................          S-119
LIBOR Business Day .................          S-120
LIBOR Determination Date ...........          S-120
Liquidation Fee ....................          S-155
Liquidation Fee Rate ...............          S-156
Liquidation Proceeds ...............          S-110
Loan Group 1 .......................           S-77
Loan Group 2 .......................           S-77
Loan Groups ........................           S-77
Lockbox Accounts ...................          S-104
Lockbox Loans ......................          S-104
Lockout Period .....................           S-87
Lower-Tier Distribution Account.....          S-110
Lower-Tier REMIC ...................          S-183
Lower-Tier REMIC Regular
   Interests .......................          S-183
Lowe's Aliso Viejo AB Mortgage
   Loan ............................           S-78
Lowe's Aliso Viejo AB Mortgage
   Loan Pair .......................           S-79
Lowe's Aliso Viejo Intercreditor
   Agreement .......................           S-83
Lowe's Aliso Viejo Subordinate
   Companion Loan ..................           S-78
LTV ................................           S-79
LTV Ratio ..........................           S-95
MAI ................................          S-102
Master Servicer ....................          S-153
Master Servicer Remittance Date.....          S-132
Master Servicer Servicing
   Standards .......................          S-146
Maturity Date LTV Ratios ...........           S-95
Monthly Amount .....................           S-88
Monthly Amounts ....................           S-88
Moody's ............................          S-187
Mortgage ...........................           S-77
Mortgage Loan Sellers ..............           S-77
Mortgage Note ......................           S-77
Mortgage Rate ......................          S-122
Mortgaged Property .................           S-77
NCCI ...............................           S-96
Net Aggregate Prepayment
   Interest Shortfall ..............          S-123
Net Mortgage Rate ..................          S-122
Net Operating Income ...............           S-94
NOI ................................           S-94
Non-Offered Certificates ...........          S-105
Non-Offered Subordinate
   Certificates ....................          S-130
Nonrecoverable Advance .............          S-133
Notional Amount ....................          S-106
Offered Certificates ...............          S-105
Operating Statements ...............           S-94
Option Price .......................          S-161
PAR ................................           S-98
Participants .......................          S-107
Pass-Through Rate ..................          S-118
Paying Agent .......................          S-107
Paying Agent Fee ...................          S-107
Paying Agent Fee Rate ..............          S-107
Percentage Interest ................          S-106
Periodic Payments ..................          S-111
Permitted Investments ..............          S-111
Plan ...............................          S-189
PML ................................           S-92
Pooling and Servicing
   Agreement .......................          S-105
Prepayment Assumption ..............          S-183
Prepayment Interest Excess. ........          S-157
Prepayment Interest Shortfall. .....          S-157
Primary Collateral .................          S-103
Prime Rate .........................          S-135
Principal Balance Certificates .....          S-106
Principal Distribution Amount ......          S-123
Principal Shortfall ................          S-126
Purchase Agreements ................           S-77
Purchase Option ....................          S-161
Purchase Price .....................          S-101
P&I Advance ........................          S-132
Qualified Substitute Mortgage
   Loan ............................          S-101
Rated Final Distribution Date ......          S-129
Rating Agencies ....................          S-187
Rating Agency Trigger Event ........          S-144
Record Date ........................          S-109
Regular Certificates ...............          S-183
Reimbursement Rate .................          S-135
REIT ...............................          S-184
Related Proceeds ...................          S-133
Release Date .......................           S-89
REMIC ..............................          S-183

                                     S-193



                                          PAGE
                                          ----
REMIC Provisions ....................    S-183
REO Account .........................    S-160
REO Loan ............................    S-127
REO Property ........................    S-149
Residual Certificates. ..............    S-105
Restricted Group ....................    S-189
Revised Rate ........................     S-85
Rules ...............................    S-108
RWQCB ...............................     S-70
Scheduled Principal Distribution
   Amount ...........................    S-125
Senior Certificates. ................    S-105
Servicing Advances ..................    S-133
Servicing Fee .......................    S-154
Servicing Fee Rate ..................    S-154
Servicing Standards .................    S-147
Similar Law .........................    S-189
Special Servicer Servicing
   Standards ........................    S-147
Special Servicing Fee ...............    S-155
Special Servicing Fee Rate ..........    S-155
Specially Serviced Mortgage
   Loans. ...........................    S-149
Stated Principal Balance ............    S-127
Statement to Certificateholders .....    S-138
Subordinate Certificates. ...........    S-105
Subordinate Offered
   Certificates. ....................    S-105
Swap Contract .......................    S-144
Swap Counterparty ...................    S-144
Swap Default ........................    S-145
Swap Premium ........................    S-185
S&P .................................    S-187
Treasury ............................    S-185
Treasury Rate .......................     S-88
Trustee .............................     S-77
Trustee Fee .........................    S-143
Trustee Fee Rate ....................    S-143
Underwriters ........................    S-186
Underwriting Agreement ..............    S-186
Underwritten Cash Flow ..............     S-94
Underwritten Cash Flow Debt
   Service Coverage Ratio ...........     S-94
Underwritten NOI ....................     S-94
Universal Hotel Portfolio B Note.....     S-80
Universal Hotel Portfolio B
   Noteholders ......................     S-80
Universal Hotel Portfolio Control
   Appraisal Event ..................     S-81
Universal Hotel Portfolio
   Intercreditor Agreement ..........     S-81
Universal Hotel Portfolio Loan ......     S-80
Universal Hotel Portfolio Loan
   Option Price .....................     S-83
Universal Hotel Portfolio
   Majority Companion Holders .......     S-81
Universal Hotel Portfolio Master
   Servicer .........................     S-81
Universal Hotel Portfolio
   Operating Advisor ................    S-151
Universal Hotel Portfolio Pari
   Passu Companion Notes ............     S-80
Universal Hotel Portfolio Pooling
   Agreement ........................     S-81
Universal Hotel Portfolio
   Purchase Option ..................     S-83
Universal Hotel Portfolio Senior
   Noteholders ......................     S-80
Universal Hotel Portfolio Senior
   Notes ............................     S-80
Universal Hotel Portfolio Special
   Servicer .........................     S-81
Universal Hotel Portfolio Whole
   Loan .............................     S-80
Unscheduled Principal
   Distribution Amount ..............    S-125
Upper-Tier Distribution Account......    S-110
Upper-Tier REMIC ....................    S-183
UW DSCR .............................     S-94
UW NCF ..............................     S-94
UW NOI ..............................     S-94
Voting Rights .......................    S-142
WAC Rate ............................    S-122
Withheld Amounts ....................    S-110
Withheld Loans ......................    S-110
Workout Fee .........................    S-155
Workout Fee Rate ....................    S-155
Workout-Delayed
   Reimbursement Amount .............    S-134
Yield Maintenance Charge ............     S-87


                                     S-194









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                                  SCHEDULE I
                            CLASS X REFERENCE RATES



             DISTRIBUTION DATE                   REFERENCE RATE
             -----------------                   --------------
               September 2005                             %
                October 2005                              %
               November 2005                              %
               December 2005                              %
                January 2006                              %
               February 2006                              %
                 March 2006                               %
                 April 2006                               %
                  May 2006                                %
                 June 2006                                %
                 July 2006                                %
                August 2006                               %
               September 2006                             %
                October 2006                              %
               November 2006                              %
               December 2006                              %
                January 2007                              %
               February 2007                              %
                 March 2007                               %
                 April 2007                               %
                  May 2007                                %
                 June 2007                                %
                 July 2007                                %
                August 2007                               %
               September 2007                             %
                October 2007                              %
               November 2007                              %
               December 2007                              %
                January 2008                              %
               February 2008                              %
                 March 2008                               %
                 April 2008                               %
                  May 2008                                %
                 June 2008                                %
                 July 2008                                %
                August 2008                               %
               September 2008                             %
                October 2008                              %
               November 2008                              %
               December 2008                              %
                January 2009                              %
               February 2009                              %
                 March 2009                               %
                 April 2009                               %
                  May 2009                                %
                 June 2009                                %
                 July 2009                                %


                                    Sch. I-1


             DISTRIBUTION DATE                   REFERENCE RATE
             -----------------                   --------------
                August 2009                               %
               September 2009                             %
                October 2009                              %
               November 2009                              %
               December 2009                              %
                January 2010                              %
               February 2010                              %
                 March 2010                               %
                 April 2010                               %
                  May 2010                                %
                 June 2010                                %
                 July 2010                                %
                August 2010                               %
               September 2010                             %
                October 2010                              %
               November 2010                              %
               December 2010                              %
                January 2011                              %
               February 2011                              %
                 March 2011                               %
                 April 2011                               %
                  May 2011                                %
                 June 2011                                %
                 July 2011                                %
                August 2011                               %
               September 2011                             %
                October 2011                              %
               November 2011                              %
               December 2011                              %
                January 2012                              %
               February 2012                              %
                 March 2012                               %
                 April 2012                               %
                  May 2012                                %
                 June 2012                                %
                 July 2012                                %
                August 2012                               %


                                    Sch. I-2


                                  SCHEDULE II
                 CLASS A-SB PLANNED PRINCIPAL BALANCE SCHEDULE


                         DATE                   BALANCE
                         ----                   -------
















                                    Sch. II-1









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ANNEX A-1

LOAN #    SELLER   PROPERTY NAME                             STREET ADDRESS
- ------    ------   -------------                             --------------

   1     LaSalle   Shoppes at Buckland Hills                 194 Buckland Hills Drive
   2      JPMCB    Universal Hotel Portfolio                 Various
  2.1              Portofino Bay                             5601 Universal Boulevard
  2.2              Royal Pacific                             6300 Hollywood Way
  2.3              Hard Rock                                 5800  Universal Boulevard
   3      JPMCB    Four Seasons Hotel Boston                 200 Boylston Street
   4     LaSalle   Sikes Senter                              3111 Midwestern Parkway
   5     LaSalle   RREEF - Pacific Center                    10105 & 10145 Pacific Heights Boulevard
   6      JPMCB    New Center One Building                   3031 West Grand Blvd
   7       NCCI    Encino Financial Center                   16133 Ventura Blvd
   8     LaSalle   Lowe's Aliso Viejo                        26501 Aliso Creek Road
   9      JPMCB    LXP-Nissan                                8900 Freeport Parkway
  10      JPMCB    915 Broadway                              915 Broadway
  11     LaSalle   Brownstone Apartments                     42330 Joyce Lane
  12       NCCI    Kaiser Foundation                         10950 North Tantau Avenue
  13       NCCI    Big V Town Centre                         366 Windsor Highway (Route 32)
  14       NCCI    Preston Hills at Mill Creek               2910 Buford Drive NorthEast
  15       NCCI    Charles Center South                      36 South Charles Street
  16      JPMCB    The Atrium                                1650 65th Street
  17      JPMCB    The Qwest Building                        1860 Lincoln Street
  18      JPMCB    The Tower                                 1601 Northwest Expressway Street
  19     LaSalle   The Shops at Kenilworth                   800 Kenilworth Drive
  20       NCCI    The Ridge MHP                             9700 US Highway 27 North
  21       NCCI    Brooks on Preston Apartments              7200 Preston Road
  22       NCCI    Avco Center                               10850 Wilshire Boulevard
  23      JPMCB    LXP-DANA - Kalamazoo                      6938 Elm Valley Drive
  24      JPMCB    LXP-Transocean                            1311 Broadfield Boulevard
  25       NCCI    Heritage Park Apartments                  1800 West Badillo Street
  26      JPMCB    Extra Space Storage Portfolio             Various
 26.1              Extra Space Storage - Simi Valley         2650 Stearns Street
 26.2              Extra Space Storage - Hollywood           5825 Santa Monica Boulevard
 26.3              Extra Space Storage - Thousand Oaks       161 North Duesenberg Drive
 26.4              Extra Space Storage - La Verne            1960 South San Dimas Canyon Road
 26.5              Extra Space Storage - Walnut              20671 East Valley Boulevard
 26.6              Extra Space Storage - Studio City         11570 Ventura Boulevard
 26.7              Extra Space Storage - Newbury Park        3101 Grande Vista Drive
  27     LaSalle   Michaels Stores Headquarters              8000 Bent Branch Drive and 2910 West Bend Drive
  28       NCCI    San Marina Apartments                     7002 West Indian School Road
  29       NCCI    Centrum Buildings                         8200 East Belleview Avenue
  30      JPMCB    1504 Third Avenue, NY, NY                 1504 Third Avenue
  31      JPMCB    Mid - Oakland Medical Center              6770 Dixie Highway
  32      JPMCB    LXP-Hartford Fire Insurance Company       200 Executive Boulevard South
  33       NCCI    Vail Ranch Plaza                          32389, 32401, 32413, 32425 Highway 79 South
  34       NCCI    Grapevine Crossing                        1501-1523 West State Highway 14, 1527 Ira E. Woods Avenue
  35      JPMCB    333 Meadowlands Parkway                   333 Meadowlands Parkway
  36      JPMCB    Gladstone Ohio Portfolio                  Various
 36.1              260 Springside Drive                      260 Springside Drive
 36.2              3874 Highland Park NW                     3874 Highland Park NW
 36.3              MTC Technologies                          4032 Linden Avenue
  37      JPMCB    Farmer Jack- Livonia, MI                  29751 7 Mile Road
  38      JPMCB    Alexander Dawson Building                 4045 and 4055 South Spencer Street
  39      JPMCB    Lewis Tech Center                         39575 and 39625 Lewis Drive
  40       NCCI    Fullerton Court                           8550 Commonwealth Avenue
  41      JPMCB    1129 Northern Boulevard                   1129 Northern Boulevard
  42       NCCI    Bear Creek Shopping Center                4811 Highway 6 North
  43      JPMCB    LXP-Kraft Foods/ Perkin Elmer             4000 Johns Creek Court
  44     LaSalle   Bethany Village Offices                   15188, 15280,15285 Northwest Central Drive and 15160,15220 Laidlaw Road
  45      JPMCB    El Paseo Collection                       73061-73081 El Paseo
  46       NCCI    Manoog's Isle MHC                         2611 Pago Pago Avenue
  47      JPMCB    Ledgewood Circle Shopping Center          1103 Route 46
  48       NCCI    Eastern American Trio Building            128-28 25th Avenue
  49     LaSalle   One Presidents Plaza                      4902 Eisenhower Boulevard
  50       NCCI    The Crest at Fair Oaks                    10523 Fair Oaks Boulevard
  51       NCCI    Riverside Center                          2315, 2325-2329 and 2335 Seminole Lane
  52      JPMCB    LXP-AT&T (PA)                             2550 Interstate Drive
  53      JPMCB    Clearbrooke Apartments                    1430 Clearbrooke Drive
  54      JPMCB    Chateau LeMoyne                           301 Dauphine Street
  55      JPMCB    LXP-Gartner                               12600 Gateway Boulevard
  56       NCCI    The Crossing at Clover Basin              2301 Clover Basin Drive
  57     LaSalle   Inland Cornerstone Plaza                  5645 & 5675 North Atlantic Avenue
  58     LaSalle   Kennedy Center                            5100 West Kennedy Boulevard
  59       NCCI    Shadow Hills                              12300 and 12301 Osborne Place
  60      JPMCB    LXP-Alstom Power Office Building          1409 Centerpoint Boulevard
  61      JPMCB    Aspen Lakes Apartments                    3879 Lone Pine Drive
  62     LaSalle   International Self Storage                2310 Via Tercero
  63       NCCI    Town Center West                          209-345 Town Center West
  64     LaSalle   Northgate Shopping Center                 1401-1417 and 1509 North Belt Highway
  65     LaSalle   The Village on Pacific                    2315 Jamestown Drive
  66     LaSalle   Carrington Townhomes                      420 Beasley Road
  67       NCCI    Terrace Pointe                            8101 Langdon Avenue
  68      JPMCB    The Residences at Westchase               3411 Walnut Bend Lane
  69      JPMCB    Highland Village Apartments               301 Taylor Street
  70      JPMCB    Davison                                   650 & 700 North State Road
  71       NCCI    Sunset and Henderson                      1311 & 1321 West Sunset Road
  72     LaSalle   Doral Plaza II                            4179-4129 Northwest 107 Avenue
  73     LaSalle   Cole Village                              3305 North Cole Road
  74       NCCI    Angler's Cove MHC                         944 Reynolds Road
  75       NCCI    Meadowlea Estates MHC                     1004 Overlook Drive
  76       NCCI    Boulevard Plaza                           295-333 Armistice Boulevard
  77     LaSalle   East Lake Apartments                      12901 South Western Avenue
  78     LaSalle   Plymouth Office Center                    3131 Fenbrook Lane North, 3030, 3140, 3025 Harbor Lane North
  79      JPMCB    Fairfax Building                          10555 Main Street
  80      JPMCB    University Village Shopping Center        1159 East 2nd Street
  81       NCCI    Hampton Pointe                            12830 Prairie Avenue
  82      JPMCB    Maineville Crossing                       SEQ US 22 and SR 48
  83       NCCI    West Town Market                          1750 - 1754 West Highway 160
  84      JPMCB    Nottingham Terrace                        31 Nottingham Terrace
  85      JPMCB    8930 Waukegan Rd                          8930 Waukegan Road
  86       NCCI    Hesperia Regency                          8522 C Avenue
  87     LaSalle   Soverign Apartments                       4829 Sheboygen Avenue
  88     LaSalle   Regency Apartments                        4817 Robinhood Drive
  89      JPMCB    Prime Sport Complex                       6613 & 6617 North Kings Highway
  90       NCCI    Palm Grove MHP and Silverado MHP          1624 Palm Street and 3401 N. Walnut Road
  91       NCCI    Sugarcreek Crossing                       5800-5840 Wilmington Pike
  92      JPMCB    Phoenix North MHP                         17825 North 7th Street
  93     LaSalle   400 Long Beach Boulevard                  400 Long Beach Boulevard
  94       NCCI    Cedar Ridge Apartments                    2122 West Butler Drive
  95      JPMCB    260-280 Quarry Rd.                        260-284 Quarry Road
  96      JPMCB    Price Chopper Plaza                       125 Plaza Lane
  97     LaSalle   Inland Wickes Furniture                   1584 South Illinois Route 59
  98      JPMCB    Stor-All - King Arthur                    301 East Gaulbert Avenue
  99     LaSalle   Charlotte Industrial Portfolio            Various
 99.1              520 and 601 Eagleton Downs Drive          520 and 601 Eagleton Downs Drive
 99.2              10401 John Price Road                     10401 John Price Road
  100    LaSalle   Sandia East Apartments                    725 State Highway 96
  101     JPMCB    Laguna Palms Shopping Center              9105 Bruceville Road
  102    LaSalle   300 Long Beach Boulevard                  300 Long Beach Boulevard
  103    LaSalle   400-408 North Clark                       400-408 North Clark Street
  104      NCCI    Park View Townhomes                       3393 North Country Brook Street
  105     JPMCB    Stor-All - LaGrange                       9911 LaGrange Rd
  106    LaSalle   The Inverness Apartments                  1405 Van Ness Avenue
  107    LaSalle   Houma Plaza                               1750 Martin Luther King Jr. Boulevard
  108      NCCI    Acorn Plaza Center                        4869 South Bradley Road
  109    LaSalle   Walgreens - Winston-Salem, NC             2115 Cloverdale Avenue
  110    LaSalle   Lakeside Medical Office                   2645 Ocean Avenue
  111      NCCI    Westlink Shopping Center                  West Central Avenue and Tyler Avenue
  112    LaSalle   Apache Trace Apartments                   1301 East State Route 3
  113     JPMCB    Courtside Square Apartments               570 West Dekalb Pike
  114      NCCI    Diamond Pointe                            1116 East 6th Street and 916 Deodar Street
  115      NCCI    Centre at South Shore Harbour II          2700 Marina Bay Drive
  116      NCCI    Pep Boys / Smart & Final Center           1711-1723 South Broadway
  117    LaSalle   Walgreens-Marble Falls, TX                Highway 281 and Mission Hills Road
  118      NCCI    Brougham Manor Apartments                 14090 Brougham Court
  119    LaSalle   Walgreens-Maricopa (AZ)                   21274 Maricopa Road
  120      NCCI    Midtowne Spectrum Retail Shops            2201 North Cassia Street
  121    LaSalle   Carriage House Apartments                 601 West Wenger Road
  122     JPMCB    Venture Tech                              14802 Venture Drive
  123     JPMCB    Stor-All - Middletown                     111 Park Place Drive
  124      NCCI    Stonegate Shopping Center                 11808 Cyprus Barker Road
  125     JPMCB    Hudson Landings                           2248 Hudson Landing Drive
  126      NCCI    Rosepointe Euclid                         1204-1215 South Euclid Avenue and 127 East Budd Street
  127    LaSalle   Escada-El Paseo                           73811 El Paseo
  128     JPMCB    Fry's Superstition Springs Center         1959 South Power Road
  129      NCCI    Redlands Marketplace                      2500 & 2518 Broadway Avenue
  130      NCCI    Walgreens - Hobart                        732 West Old Ridge Road
  131      NCCI    Shavano Square                            4415 De Zavala Road
  132     JPMCB    Glen Oaks                                 2301 North Rockwell Avenue
  133    LaSalle   Hilltop Village Apartments                4919 Timberview Drive
  134     JPMCB    Corinthian Industrial Park                570, 595, 674 and 697 Corinthian Way
  135      NCCI    Tarpon Lakeview                           37376 US Highway 19 North
  136      NCCI    Arroyo Town & Country Square              1404-1488 Grand Avenue
  137     JPMCB    Baywood Center                            1604-1684 North Ronald Reagan Boulevard
  138      NCCI    1501 Mockingbird Lane                     1501 East Mockingbird Lane
  139    LaSalle   Wade Hampton Self Storage                 3600 Wade Hampton Boulevard
  140    LaSalle   Rolling Meadows Shopping Center           4620-4748 Cottage Grove Road
  141      NCCI    Redwood Apartments                        200 Dumbarton Avenue
  142     JPMCB    Landings at Steele Creek                  4250 Branch Bend Lane
  143     JPMCB    Stor-All - Reynoldsburg                   6294 East Main Street
  144      NCCI    850 Richards Street                       850 Richards Street
  145    LaSalle   Laurelton Medical Center                  22410 Merrick Boulevard
  146      NCCI    300 Alameda Retail                        300 East Alameda Avenue
  147    LaSalle   Miami Gardens Office Center               99 Northwest 183rd Street
  148      NCCI    Windrush                                  9191 Pepper Avenue and 9288 Olive Street
  149     JPMCB    Ashland-Wellington Shopping Plaza         2904 -2928 North Ashland Avenue
  150      NCCI    Research Park Drive Riverside             1401 & 1451 Research Park Drive
  151      NCCI    Marina Club Apartments                    2445 South 222nd Street
  152    LaSalle   Bar Triple R Shopping Center              17615-17633 Ventura Boulevard
  153    LaSalle   Mondial Building                          101 North Old Woodward Avenue
  154    LaSalle   Hillsdale Self Storage                    3510 Charter Park Drive
  155    LaSalle   Griffin Gate Business Center              1510 Newton Pike
  156    LaSalle   Unionville Station                        28-80 Stothard Street
  157    LaSalle   Corona Covenant Group                     131 & 163 West Ontario Avenue
  158    LaSalle   Evergreen Office Building                 550-636 Grand Canyon Drive
  159    LaSalle   Hamburg Self Storage                      5139 Southwestern Bouelvard
  160     JPMCB    Jefferson Village                         7970 Jefferson Highway
  161     JPMCB    Stor-All Palumbo                          2670 Palumbo Drive
  162    LaSalle   LaSalle Bank - St. Charles, IL            150 South Kirk Road
  163      NCCI    Bay Pointe                                508 Gulf Avenue
  164    LaSalle   All American Storage - South              2600 South Henderson Street
  165     JPMCB    ProMed Center                             225 West State Road 434
  166      NCCI    Jake Industrial Portfolio                 1440, 1480, 1490 West 3rd Avenue, 285 Rio Grand Boulevard
  167      NCCI    Brandywood Apartments                     6635 Breeze Way
  168      NCCI    Rose Pointe                               6640 North Orizaba Avenue
  169      NCCI    A-1 U Stor-It                             2261 East Lincoln Avenue
  170    LaSalle   Lawton Self Storage Portfolio             Various
 170.1             Lawton Self Storage                       902 Northwest 21st Street
 170.2             Meadowbrook Self Storage                  1222 Northwest 47th Street
 170.3             Great Plains Self Storage                 6213 Northwest Cache Road
  171      NCCI    Godiva Building                           121 South Galena Street
  172     JPMCB    Strawberry Hill of Elk Grove Village      601-633 Meacham Road
  173     JPMCB    Stor-All - Whitehall                      4060 East Main Street
  174    LaSalle   All American Storage - East               100 Kingston Drive
  175    LaSalle   CVS-Columbus, GA                          3617 Hilton Avenue
  176     JPMCB    Stor-All W. Fifth                         824 West Fifth Avenue
  177    LaSalle   Castle Self Storage                       669 Bridge Street
  178     JPMCB    Sunshine Terrace                          5615 North 7th Street
  179      NCCI    111 East Avenue                           111 East Avenue
  180    LaSalle   Sulphur Plaza                             553 North Cities Service Highway
  181     JPMCB    Midtown Crossing                          510 Gray Street
  182     JPMCB    Oak Hollow Mobile Home Park               1320 North Oak Harbor Street
  183      NCCI    Randall Townhomes                         16235 Randall Avenue
  184    LaSalle   Tamarind Place Apartments                 5221 Tern Place
  185      NCCI    Four Seasons Business Park                5829 West Sam Houston Parkway North
  186     JPMCB    Rinehart Plaza - Sanford I                1641Rinehart Road
  187      NCCI    Burbank Pointe                            12254 Burbank Boulevard
  188    LaSalle   Palo Verde Mini Storage                   255 East McKellips Road
  189    LaSalle   Bank of America-Santee CA                 9711 Mission Gorge Road
  190     JPMCB    The Chadron                               12833, 12839, & 12911 Chadron Avenue
  191      NCCI    Summer Winds                              945 East Avenue Q-4
  192    LaSalle   Crockett Plaza                            1243 East Loop 304
  193      NCCI    Casa Laurel                               7934 Laurel Canyon Boulevard
  194      NCCI    Brooks Industrial Park                    4601-4607 Brooks Street
  195      NCCI    The Park                                  6717 Darby Avenue
  196    LaSalle   Del Rio Plaza                             2415 Veterans Boulevard
  197     JPMCB    Country Place Shopping Center             1826 Country Place Parkway
  198      NCCI    Glen Terrace                              3410-3418 Drew Street
  199     JPMCB    100-02 Rockaway Blvd.                     100-02 Rockaway Boulevard
  200    LaSalle   Bailey MHP                                3012 Johnson Road SW
  201    LaSalle   Greenbriar Village Shops                  732 Eden Way North
  202     JPMCB    1008 Astoria Boulevard                    1008 Astoria Boulevard
  203    LaSalle   Weston Village Apartments                 422 Roosevelt Drive
  204      NCCI    Leeward Apartments                        2911 Leeward Avenue
  205     JPMCB    Oak Forest Apartments                     601 East Calhoun Road
  206    LaSalle   Bristol Street Retail                     2981 Bristol Street
  207      NCCI    Camellia Apartment                        6707 Camellia Avenue
  208    LaSalle   1850 Sam Rittenberg Boulevard             1850 Sam Rittenberg Boulevard
  209      NCCI    Casa Luna                                 8155 Langdon Avenue
  210    LaSalle   Northwest Dental Center                   13344 First Avenue NE
  211    LaSalle   Pebblebrook Apartments                    3201 South Railroad Street
  212      NCCI    Twin Palms                                3044 Leeward Avenue
  213      NCCI    Brookhollow                               4722 Hodde Drive
  214    LaSalle   Regency Manor                             5042 Wildflower Drive
  215    LaSalle   Roper Mountain Self-Storage               1211 Roper Mountain Road
  216     JPMCB    102-108 S. Myrtle Avenue                  102-108 South Myrtle Avenue
  217    LaSalle   Charter, Starbucks & Wireless Toyz        5550 Lafayette Road
  218    LaSalle   Add A Space                               1480 Boiling Springs Highway
  219      NCCI    Rose Terrace                              15050 Parthenia Street
  220    LaSalle   Cottage Grove Marketplace                 8599 West Point Douglas Road South
  221      NCCI    Sun Pointe Apartments                     15234 Sunburst Sreet
  222    LaSalle   Empire Storage                            12367 South 4000 West
  223    LaSalle   Streetcar Place                           51-71 Beacon Street West
  224      NCCI    Iron Mountain                             1320 East Avenue Q
  225    LaSalle   Sabra Towers Office                       3300 Buckeye Road
  226     JPMCB    The Terry Building                        13477 Prospect Road
  227    LaSalle   Lincoln Self Storage                      115 Dave Warlick Drive
  228    LaSalle   Crossroads Plaza                          3819 Murrell Road
  229    LaSalle   Corder Ridge Apartments                   103 LaClaire Drive
  230    LaSalle   Ambassador Caffery Plaza                  3148 Ambassador Caffrey Parkway
  231     JPMCB    Twin Cedars                               1830 20th Avenue Drive NE
  232     JPMCB    Strawberry Hill Plaza of Hoffman Estates  1004-1056 West Golf Road
  233      NCCI    Beverly Terrace                           144 South Union Place
  234      NCCI    Shadow Brook                              12036 Hart Street
  235    LaSalle   Alameda Tejon Retail                      2001-2045 West Alameda
  236    LaSalle   DAI AB Plaza                              7391 Hodgson Memorial Drive
  237    LaSalle   Libby Aurora MHC                          23381 Aurora Road
  238      NCCI    Hermitage MHCs                            725 Dutch Lane,1770 & 1870 Pine Hollow Road
  239    LaSalle   Mountain Park Plaza                       5385 Five Forks Trickum Road & 1228 Rockbridge Road
  240    LaSalle   Walnut Harbor Townhomes                   4138 Bristol Highway
</TABLE>



<TABLE>

                                                                                           NUMBER OF    PROPERTY
LOAN #      CITY                    STATE         ZIP CODE       COUNTY                   PROPERTIES    TYPE
- ------      ----                    -----         --------       ------                   ----------    ----

   1        Manchester                CT           06042         Hartford                      1        Retail
   2        Orlando                   FL           32819         Orange                        3        Hotel
  2.1       Orlando                   FL           32819         Orange                        1        Hotel
  2.2       Orlando                   FL           32819         Orange                        1        Hotel
  2.3       Orlando                   FL           32819         Orange                        1        Hotel
   3        Boston                    MA           02116         Suffolk                       1        Hotel
   4        Wichita Falls             TX           76308         Wichita                       1        Retail
   5        San Diego                 CA           92121         San Diego                     1        Office
   6        Detroit                   MI           48202         Wayne                         1        Office
   7        Encino                    CA           91436         Los Angeles                   1        Office
   8        Aliso Viejo               CA           92656         Orange                        1        Retail
   9        Irving                    TX           75063         Dallas                        1        Office
  10        New York                  NY           10010         New York                      1        Office
  11        Novi                      MI           48377         Oakland                       1        Multifamily
  12        Cupertino                 CA           95014         Santa Clara                   1        Office
  13        New Windsor               NY           12553         Orange                        1        Retail
  14        Buford                    GA           30519         Gwinnett                      1        Multifamily
  15        Baltimore                 MD           21201         Baltimore City                1        Office
  16        Emeryville                CA           94608         Alameda                       1        Office
  17        Denver                    CO           80295         Denver                        1        Office
  18        Oklahoma City             OK           73118         Oklahoma                      1        Office
  19        Towson                    MD           21204         Baltimore                     1        Retail
  20        Davenport                 FL           33897         Polk                          1        Manufactured Housing
  21        Plano                     TX           75024         Collin                        1        Multifamily
  22        Los Angeles               CA           90024         Los Angeles                   1        Office
  23        Kalamazoo                 MI           49009         Kalamazoo                     1        Office
  24        Houston                   TX           77084         Harris                        1        Office
  25        West Covina               CA           91790         Los Angeles                   1        Multifamily
  26        Various                   CA          Various        Various                       7        Self Storage
 26.1       Simi Valley               CA           93063         Ventura                       1        Self Storage
 26.2       Hollywood                 CA           90038         Los Angeles                   1        Self Storage
 26.3       Thousand Oaks             CA           91362         Ventura                       1        Self Storage
 26.4       La Verne                  CA           91750         Los Angeles                   1        Self Storage
 26.5       Walnut                    CA           91789         Los Angeles                   1        Self Storage
 26.6       Studio City               CA           91604         Los Angeles                   1        Self Storage
 26.7       Newbury Park              CA           91320         Ventura                       1        Self Storage
  27        Irving                    TX           75063         Dallas                        1        Office
  28        Phoenix                   AZ           85033         Maricopa                      1        Multifamily
  29        Greenwood Village         CO           80111         Arapahoe                      1        Office
  30        New York                  NY           10028         New York                      1        Office
  31        Clarkston                 MI           48346         Oakland                       1        Office
  32        Southington               CT           06489         Hartford                      1        Office
  33        Temecula                  CA           92592         Riverside                     1        Retail
  34        Grapevine                 TX           76051         Tarrant                       1        Retail
  35        Secaucus                  NJ           07094         Hudson                        1        Office
  36        Various                   OH          Various        Various                       3        Office
 36.1       Akron                     OH           44333         Summit                        1        Office
 36.2       North Canton              OH           44720         Stark                         1        Office
 36.3       Dayton                    OH           45432         Montgomery                    1        Office
  37        Livonia                   MI           48152         Wayne                         1        Retail
  38        Las Vegas                 NV           89119         Clark                         1        Office
  39        Novi                      MI           48377         Oakland                       1        Office
  40        Buena Park                CA           90621         Orange                        1        Multifamily
  41        Manhasset                 NY           11030         Nassau                        1        Office
  42        Houston                   TX           77084         Harris                        1        Retail
  43        Suwannee                  GA           30024         Forsyth                       1        Office
  44        Portland                  OR           97229         Washington                    1        Office
  45        Palm Desert               CA           92260         Riverside                     1        Retail
  46        Anchorage                 AK           99507         Anchorage                     1        Manufactured Housing
  47        Ledgewood                 NJ           07852         Morris                        1        Retail
  48        College Point             NY           11356         Queens                        1        Industrial
  49        Tampa                     FL           33609         Hillsborough                  1        Office
  50        Fair Oaks                 CA           95628         Sacramento                    1        Multifamily
  51        Charlottesville           VA           22901         Albemarle                     1        Retail
  52        Harrisburg                PA           17110         Dauphin                       1        Office
  53        Brunswick                 OH           44212         Medina                        1        Multifamily
  54        New Orleans               LA           70112         Orleans                       1        Hotel
  55        Ft. Myers                 FL           33913         Lee                           1        Office
  56        Longmont                  CO           80503         Boulder                       1        Retail
  57        Cocoa Beach               FL           32931         Brevard                       1        Retail
  58        Tampa                     FL           33609         Hillsborough                  1        Office
  59        Pacoima                   CA           91331         Los Angeles                   1        Multifamily
  60        Knoxville                 TN           37932         Knox                          1        Office
  61        Holt                      MI           48842         Ingham                        1        Multifamily
  62        San Ysidro                CA           92173         San Diego                     1        Self Storage
  63        Santa Maria               CA           93458         Santa Barbara                 1        Retail
  64        St Joseph                 MO           64506         Buchanan                      1        Retail
  65        Erie                      PA           16506         Erie                          1        Multifamily
  66        Jackson                   MS           39206         Hinds                         1        Multifamily
  67        Panorama                  CA           91406         Los Angeles                   1        Multifamily
  68        Houston                   TX           77042         Harris                        1        Multifamily
  69        Henderson                 NV           89015         Clark                         1        Multifamily
  70        Davison                   MI           48423         Genesee                       1        Retail
  71        Henderson                 NV           89014         Clark                         1        Retail
  72        Doral                     FL           33178         Miami-Dade                    1        Retail
  73        Boise                     ID           83704         Ada                           1        Retail
  74        Lakeland                  FL           33801         Polk                          1        Manufactured Housing
  75        Deland                    FL           32724         Volusia                       1        Manufactured Housing
  76        Pawtucket                 RI           02861         Providence                    1        Retail
  77        Oklahoma City             OK           73170         Cleveland                     1        Multifamily
  78        Plymouth                  MN           55447         Hennepin                      1        Office
  79        Fairfax                   VA           22030         Fairfax City                  1        Office
  80        Edmond                    OK           73034         Oklahoma                      1        Retail
  81        Hawthorne                 CA           90250         Los Angeles                   1        Multifamily
  82        Maineville                OH           45039         Warren                        1        Office
  83        Fort Mill                 SC           29708         York                          1        Retail
  84        Waterbury                 CT           06704         New Haven                     1        Multifamily
  85        Morton Grove              IL           60053         Cook                          1        Office
  86        Hesperia                  CA           92345         San Bernardino                1        Multifamily
  87        Madison                   WI           53705         Dane                          1        Multifamily
  88        Pascagoula                MS           39581         Jackson                       1        Multifamily
  89        Myrtle Beach              SC           29572         Horry                         1        Retail
  90        Las Vegas                 NV      89104 and 89115    Clark                         1        Manufactured Housing
  91        Centerville               OH           45459         Greene                        1        Retail
  92        Phoenix                   AZ           85022         Maricopa                      1        Manufactured Housing
  93        Stratford                 CT           06615         Fairfield                     1        Industrial
  94        Phoenix                   AZ           85021         Maricopa                      1        Multifamily
  95        Milford                   CT           06460         New Haven                     1        Industrial
  96        Cobleskill                NY           12043         Schoharie                     1        Retail
  97        Naperville                IL           60564         DuPage                        1        Retail
  98        Louisville                KY           40208         Jefferson                     1        Self Storage
  99        Various                   NC          Various        Mecklenburg                   2        Industrial
 99.1       Pineville                 NC           28134         Mecklenburg                   1        Industrial
 99.2       Charlotte                 NC           28234         Mecklenburg                   1        Industrial
  100       Bonaire                   GA           31005         Houston                       1        Multifamily
  101       Elk Grove                 CA           95758         Sacramento                    1        Retail
  102       Stratford                 CT           06492         Fairfield                     1        Industrial
  103       Chicago                   IL           60610         Cook                          1        Office
  104       Columbus                  IN           47201         Bartholomew                   1        Multifamily
  105       Louisville                KY           40223         Jefferson                     1        Self Storage
  106       San Francisco             CA           94109         San Francisco                 1        Multifamily
  107       Houma                     LA           70360         Terrebonne                    1        Retail
  108       Orcutt                    CA           93455         Santa Barbara                 1        Retail
  109       Winston-Salem             NC           27103         Forsyth                       1        Retail
  110       San Francisco             CA           94132         San Francisco                 1        Office
  111       Wichita                   KS           67212         Sedgewick                     1        Retail
  112       Guymon                    OK           73942         Texas                         1        Multifamily
  113       King of Prussia           PA           19406         Montgomery                    1        Multifamily
  114       Ontario                   CA           91764         San Bernardino                1        Multifamily
  115       League City               TX           77573         Galveston                     1        Retail
  116       Santa Maria               CA           93454         Santa Barbara                 1        Retail
  117       Marble Falls              TX           78654         Burnet                        1        Retail
  118       Plymouth                  MI           48170         Wayne                         1        Multifamily
  119       Maricopa                  AZ           85239         Pinal                         1        Retail
  120       Nampa                     ID           83651         Canyon                        1        Retail
  121       Englewood                 OH           45322         Montgomery                    1        Multifamily
  122       Farmers Branch            TX           75234         Dallas                        1        Industrial
  123       Louisville                KY           40243         Jefferson                     1        Self Storage
  124       Houston                   TX           77084         Harris                        1        Retail
  125       Gastonia                  NC           28054         Gaston                        1        Multifamily
  126       Ontario                   CA      91761 and 91762    San Bernardino                1        Multifamily
  127       Palm Desert               CA           92260         Riverside                     1        Retail
  128       Mesa                      AZ           85206         Maricopa                      1        Retail
  129       Redlands                  CO           81503         Mesa                          1        Retail
  130       Hobart                    IN           46342         Lake                          1        Retail
  131       San Antonio               TX           78249         Bexar                         1        Retail
  132       Bethany                   OK           73008         Oklahoma                      1        Retail
  133       Sherman                   TX           75090         Grayson                       1        Multifamily
  134       North Las Vegas           NV           89030         Clark                         1        Industrial
  135       Palm Harbor               FL           34684         Pinellas                      1        Manufactured Housing
  136       Arroyo Grande             CA           93420         San Luis Obispo               1        Retail
  137       Longwood                  FL           32750         Seminole                      1        Retail
  138       Victoria                  TX           77904         Victoria                      1        Office
  139       Taylors                   SC           29687         Greenville                    1        Self Storage
  140       Madison                   WI           53716         Dane                          1        Retail
  141       Redwood City              CA           94063         San Mateo                     1        Multifamily
  142       Charlotte                 NC           28273         Mecklenburg                   1        Multifamily
  143       Reynoldsburg              OH           43068         Franklin                      1        Self Storage
  144       Honolulu                  HI           96813         Honolulu                      1        Office
  145       Jamaica                   NY           11413         Queens                        1        Office
  146       Denver                    CO           80209         Denver                        1        Retail
  147       Miami                     FL           33169         Miami-Dade                    1        Office
  148       Fontana                   CA           92335         Riverside                     1        Multifamily
  149       Chicago                   IL           60657         Cook                          1        Retail
  150       Riverside                 CA           92507         Riverside                     1        Office
  151       Des Moines                WA           98198         King                          1        Multifamily
  152       Encino                    CA           91316         Los Angeles                   1        Retail
  153       Birmingham                MI           48009         Oakland                       1        Retail
  154       San Jose                  CA           95136         Santa Clara                   1        Self Storage
  155       Lexington                 KY           40511         Fayette                       1        Office
  156       Hilton                    NY           14468         Monroe                        1        Multifamily
  157       Corona                    CA           92882         Riverside                     1        Retail
  158       Madison                   WI           53719         Dane                          1        Office
  159       Hamburg                   NY           14075         Erie                          1        Self Storage
  160       Baton Rouge               LA           70809         East Baton Rouge              1        Retail
  161       Lexington                 KY           40509         Fayette                       1        Self Storage
  162       St. Charles               IL           60174         Kane                          1        Retail
  163       Wilmington                CA           90744         Los Angeles                   1        Multifamily
  164       Bloomington               IN           47401         Monroe                        1        Self Storage
  165       Longwood                  FL           32750         Seminole                      1        Office
  166       Denver                    CO           80223         Denver                        1        Industrial
  167       Orlando                   FL           32807         Orange                        1        Multifamily
  168       Long Beach                CA           90805         Los Angeles                   1        Multifamily
  169       Fort Collins              CO           80524         Larimer                       1        Self Storage
  170       Lawton                    OK           73505         Comanche                      3        Self Storage
 170.1      Lawton                    OK           73505         Comanche                      1        Self Storage
 170.2      Lawton                    OK           73505         Comanche                      1        Self Storage
 170.3      Lawton                    OK           73505         Comanche                      1        Self Storage
  171       Aspen                     CO           81611         Pitkin                        1        Retail
  172       Elk Grove Village         IL           60007         Cook                          1        Retail
  173       Columbus                  OH           43213         Franklin                      1        Self Storage
  174       Bloomington               IN           47408         Monroe                        1        Self Storage
  175       Columbus                  GA           31904         Muscogee                      1        Retail
  176       Columbus                  OH           43212         Franklin                      1        Self Storage
  177       North Weymouth            MA           02191         Norfolk                       1        Self Storage
  178       Phoenix                   AZ           85014         Maricopa                      1        Multifamily
  179       Norwalk                   CT           06851         Fairfield                     1        Office
  180       Sulphur                   LA           70663         Calcasieu                     1        Retail
  181       Houston                   TX           77002         Harris                        1        Retail
  182       Oak Harbor                WA           98277         Island                        1        Manufactured Housing
  183       Fontana                   CA           92335         San Bernardino                1        Multifamily
  184       Fayetteville              NC           28311         Cumberland                    1        Multifamily
  185       Houston                   TX           77041         Harris                        1        Industrial
  186       Sanford                   FL           32711         Seminole                      1        Retail
  187       Valley Village            CA           91607         Los Angeles                   1        Multifamily
  188       Mesa                      AZ           85201         Maricopa                      1        Self Storage
  189       Santee                    CA           92071         San Diego                     1        Retail
  190       Hawthorne                 CA           90250         Los Angeles                   1        Industrial
  191       Palmdale                  CA           93550         Los Angeles                   1        Multifamily
  192       Crockett                  TX           75835         Houston                       1        Retail
  193       North Hollywood           CA           91605         Los Angeles                   1        Multifamily
  194       Montclair                 CA           91763         San Bernardino                1        Industrial
  195       Reseda                    CA           91335         Los Angeles                   1        Multifamily
  196       Del Rio                   TX           78840         Val Verde                     1        Retail
  197       Pearland                  TX           77584         Brazoria                      1        Retail
  198       Los Angeles               CA           90065         Los Angeles                   1        Multifamily
  199       Ozone Park                NY           11417         Queens                        1        Industrial
  200       Huntsville                AL           35805         Madison                       1        Manufactured Housing
  201       Chesapeake                VA           23320         Chesapeake City               1        Retail
  202       Cherry Hill               NJ           08003         Camden                        1        Industrial
  203       Greenfield                IN           46140         Hancock                       1        Multifamily
  204       Los Angeles               CA           90005         Los Angeles                   1        Multifamily
  205       Belton                    SC           29627         Anderson                      1        Multifamily
  206       Costa Mesa                CA           92626         Orange                        1        Retail
  207       North Hollywood           CA           91606         Los Angeles                   1        Multifamily
  208       Charleston                SC           29407         Charleston                    1        Retail
  209       Van Nuys                  CA           91406         Los Angeles                   1        Multifamily
  210       Seattle                   WA           98125         King                          1        Office
  211       Phenix City               AL           36867         Russell                       1        Multifamily
  212       Los Angeles               CA           90005         Los Angeles                   1        Multifamily
  213       Waco                      TX           76710         McLennan                      1        Multifamily
  214       San Antonio               TX           78228         Bexar                         1        Multifamily
  215       Greenville                SC           29615         Greenville                    1        Self Storage
  216       Monrovia                  CA           91016         Los Angeles                   1        Retail
  217       Indianapolis              IN           46254         Marion                        1        Retail
  218       Spartanburg               SC           29303         Spartanburg                   1        Self Storage
  219       North Hills               CA           91343         Los Angeles                   1        Multifamily
  220       Cottage Grove             MN           55016         Washington                    1        Retail
  221       North Hills               CA           91343         Los Angeles                   1        Multifamily
  222       Riverton                  UT           84065         Salt Lake                     1        Self Storage
  223       Laconia                   NH           03246         Belknap                       1        Office
  224       Palmdale                  CA           93550         Los Angeles                   1        Multifamily
  225       Atlanta                   GA           30341         DeKalb                        1        Office
  226       Strongsville              OH           44149         Cuyahoga                      1        Office
  227       Lincolnton                NC           28092         Lincoln                       1        Self Storage
  228       Rockledge                 FL           32955         Brevard                       1        Office
  229       Warner Robins             GA           31088         Houston                       1        Multifamily
  230       LaFayette                 LA           70506         LaFayette Parish              1        Retail
  231       Hickory                   NC           28601         Catawba                       1        Multifamily
  232       Hoffman Estates           IL           60194         Cook                          1        Retail
  233       Los Angeles               CA           90026         Los Angeles                   1        Multifamily
  234       North Hollywood           CA           91605         Los Angeles                   1        Multifamily
  235       Denver                    CO           80223         Denver                        1        Retail
  236       Savannah                  GA           31406         Chatham                       1        Office
  237       Bedford Heights           OH           44146         Cuyahoga                      1        Manufactured Housing
  238       Hermitage                 PA           16148         Mercer                        1        Manufactured Housing
  239       Stone Mountain            GA           30087         Gwinnett                      1        Retail
  240       Johnson City              TN           37601         Washington                    1        Multifamily
</TABLE>




<TABLE>

                PROPERTY                                              YEAR                          UNIT OF
    LOAN #      SUBTYPE                        YEAR BUILT           RENOVATED            UNITS      MEASURE          OCCUPANCY %
    ------      -------                        ----------           ---------            -----      --------         -----------

       1        Anchored                          1990                2003             473,412    Square Feet           82.1
       2        Full Service                     Various                                 2,400       Rooms              82.7
      2.1       Full Service                      1999                                     750       Rooms              78.8
      2.2       Full Service                      1989                                   1,000       Rooms              84.2
      2.3       Full Service                      2001                                     650       Rooms              83.9
       3        Full Service                      1985                2005                 273       Rooms              75.9
       4        Anchored                          1974                2002             668,086    Square Feet           97.6
       5        CBD                               1998                2000             384,832    Square Feet           96.5
       6        CBD                               1982                2003             487,996    Square Feet           75.0
       7        Suburban                          1974                1999             227,223    Square Feet           92.9
       8        Anchored                          1995                2004             208,050    Square Feet           100.0
       9        Suburban                          2003                                 268,445    Square Feet           100.0
      10        CBD                               1926                1982             214,721    Square Feet           97.4
      11        Garden                            2001                                     260       Units              97.7
      12        Suburban                          1968                2005             100,352    Square Feet           100.0
      13        Anchored                          1977                2001             241,074    Square Feet           100.0
      14        Garden                            2000                                     464       Units              92.7
      15        CBD                               1975                                 318,766    Square Feet           81.7
      16        Suburban                          1950                2004             127,246    Square Feet           80.2
      17        CBD                               1964                1995             324,645    Square Feet           99.6
      18        Suburban                          1982                2000             299,349    Square Feet           86.8
      19        Anchored                          1978                2004             142,745    Square Feet           98.4
      20        Manufactured Housing              1997                1999                 481       Pads               100.0
      21        Garden                            1996                                     342       Units              96.2
      22        CBD                               1971                1994             168,913    Square Feet           86.2
      23        Suburban                          1999                                 150,945    Square Feet           100.0
      24        Suburban                          1999                                 155,991    Square Feet           100.0
      25        Garden                            1985                                     188       Units              96.3
      26        Self Storage                     Various                                 3,722       Units              92.1
     26.1       Self Storage                      2000                                     687       Units              93.7
     26.2       Self Storage                      1999                                     507       Units              95.5
     26.3       Self Storage                      1997                                     446       Units              92.6
     26.4       Self Storage                      2001                                     611       Units              88.7
     26.5       Self Storage                      2002                                     689       Units              85.6
     26.6       Self Storage                      2000                                     377       Units              97.9
     26.7       Self Storage                      1999                                     405       Units              95.8
      27        Suburban                          1985                                 216,772    Square Feet           100.0
      28        Garden                            1986                1998                 399       Units              90.0
      29        Suburban                          1979                1984             177,818    Square Feet           77.7
      30        CBD                               1923                2003              28,100    Square Feet           100.0
      31        Suburban                          1998                                 103,735    Square Feet           100.0
      32        Suburban                          1984                                 153,364    Square Feet           100.0
      33        Anchored                          2005                                 101,784    Square Feet           69.5
      34        Anchored                          2001                                 125,381    Square Feet           100.0
      35        Suburban                          1981                1989             136,376    Square Feet           75.5
      36        Suburban                         Various             Various           197,803    Square Feet           100.0
     36.1       Suburban                          1968                1985              83,891    Square Feet           100.0
     36.2       Suburban                          1994                                  54,018    Square Feet           100.0
     36.3       Suburban                          1956                1988              59,894    Square Feet           100.0
      37        Anchored                          1995                2002             109,800    Square Feet           100.0
      38        Suburban                          1973                1995             131,707    Square Feet           81.6
      39        Suburban                          2003                                 108,001    Square Feet           83.9
      40        Garden                            1959                2003                 187       Units              96.8
      41        Suburban                          1987                                  65,172    Square Feet           100.0
      42        Anchored                          2001                                  87,912    Square Feet           100.0
      43        Suburban                          2001                                  87,219    Square Feet           100.0
      44        Suburban                          2000                2005              83,688    Square Feet           84.4
      45        Unanchored                        1975                1994              27,674    Square Feet           89.4
      46        Manufactured Housing              1970                                     366       Pads               99.2
      47        Anchored                          1963                2004              79,030    Square Feet           100.0
      48        Warehouse                         1983                                  84,460    Square Feet           100.0
      49        Suburban                          1984                2001              96,016    Square Feet           82.0
      50        Garden                            2004                                      76       Units              100.0
      51        Unanchored                        1986                2003             110,306    Square Feet           98.4
      52        Suburban                          1998                                  81,859    Square Feet           100.0
      53        Garden                            1989                                     216       Units              97.7
      54        Full Service                      1840                2001                 171       Units              68.6
      55        Suburban                          1998                                  62,400    Square Feet           100.0
      56        Shadow Anchored                   2004                                  30,522    Square Feet           91.1
      57        Anchored                          2004                                  68,577    Square Feet           89.1
      58        Suburban                          1979                1998              94,450    Square Feet           87.6
      59        Garden                            1989                                      95       Units              95.8
      60        Suburban                          1997                                  83,520    Square Feet           100.0
      61        Garden                            2004                                      85       Units              91.8
      62        Self Storage                      1985                2004               1,194       Units              100.0
      63        Anchored                          1988                                  61,803    Square Feet           92.9
      64        Anchored                          1973                2001             155,900    Square Feet           95.0
      65        Garden                            2002                2005                 100       Units              98.0
      66        Garden                            1974                2004                 175       Units              98.3
      67        Garden                            1975                                     123       Units              91.1
      68        Garden                            2000                                     128       Units              90.6
      69        Garden                            1983                                     120       Units              94.2
      70        Anchored                          2004                                  93,020    Square Feet           88.7
      71        Unanchored                        2004                                  16,391    Square Feet           100.0
      72        Shadow Anchored                   2001                                  29,557    Square Feet           100.0
      73        Anchored                          1974                2005             117,059    Square Feet           83.7
      74        Manufactured Housing              1983                                     340       Pads               97.4
      75        Manufactured Housing              1989                                     244       Pads               93.9
      76        Anchored                          1969                1994             108,879    Square Feet           95.2
      77        Garden                            1984                1999                 177       Units              93.8
      78        Suburban                          1970                2002             138,368    Square Feet           91.9
      79        Suburban                          1972                1998              45,106    Square Feet           89.7
      80        Shadow Anchored                   2005                                  34,435    Square Feet           85.8
      81        Garden                            1974                2003                  91       Units              95.6
      82        Suburban                          2003                2004              39,000    Square Feet           96.3
      83        Anchored                          2004                                  67,940    Square Feet           96.3
      84        Mid/High Rise                     1975                                     165       Units              100.0
      85        Suburban                          1973                2004              43,168    Square Feet           91.5
      86        Garden                            1989                                     100       Units              96.0
      87        Garden                            1971                                     114       Units              98.2
      88        Garden                            1974                2001                 184       Units              95.1
      89        Anchored                          2003                                  30,080    Square Feet           95.0
      90        Manufactured Housing              1964                                     651       Pads               97.8
      91        Shadow Anchored                   2001                                  20,758    Square Feet           100.0
      92        Manufactured Housing              1976                                     139       Pads               99.3
      93        Warehouse                         1978                                  86,890    Square Feet           100.0
      94        Garden                            1982                                     150       Units              94.0
      95        Flex                              1989                                  86,300    Square Feet           92.3
      96        Anchored                          1972                1995             110,932    Square Feet           100.0
      97        Anchored                          2005                                  41,331    Square Feet           100.0
      98        Self Storage                      1999                                     674       Units              84.1
      99        Flex                             Various                                95,150    Square Feet           100.0
     99.1       Flex                              1999                                  74,160    Square Feet           100.0
     99.2       Flex                              1997                                  20,990    Square Feet           100.0
      100       Garden                            2001                                     120       Units              90.0
      101       Shadow Anchored                   2001                                  23,860    Square Feet           100.0
      102       Flex                              1987                                  55,588    Square Feet           85.6
      103       CBD                               1881                2004              25,329    Square Feet           100.0
      104       Garden                            1969                2001                 140       Units              96.4
      105       Self Storage                      1996                                     476       Units              95.2
      106       Mid/High Rise                     1913                1994                  34       Units              97.1
      107       Shadow Anchored                   2003                                  36,598    Square Feet           100.0
      108       Shadow Anchored                   1981                                  30,530    Square Feet           89.3
      109       Anchored                          2005                                  13,600    Square Feet           100.0
      110       CBD                               1963                2001              20,291    Square Feet           93.3
      111       Unanchored                        1958                2001              97,359    Square Feet           100.0
      112       Garden                            1999                                     144       Units              94.4
      113       Mid/High Rise                     1961                2005                  73       Units              98.6
      114       Garden                            1962                1972                  38       Units              94.7
      115       Unanchored                        2004                                  19,985    Square Feet           100.0
      116       Anchored                          1972                1992              53,944    Square Feet           100.0
      117       Anchored                          2005                                  14,820    Square Feet           100.0
      118       Garden                            1968                                     104       Units              100.0
      119       Anchored                          2005                                  14,820    Square Feet           100.0
      120       Shadow Anchored                   1999                                  25,547    Square Feet           100.0
      121       Garden                            1970                2004                 145       Units              94.4
      122       Warehouse                         1977                                 128,331    Square Feet           91.6
      123       Self Storage                      1999                                     507       Units              85.6
      124       Unanchored                        2005                                  21,295    Square Feet           87.1
      125       Garden                            2000                                     108       Units              93.5
      126       Garden                            1971                                      36       Units              100.0
      127       Anchored                          1988                                   7,500    Square Feet           100.0
      128       Unanchored                        2001                                  10,981    Square Feet           100.0
      129       Shadow Anchored                   2000                2004              30,394    Square Feet           92.6
      130       Anchored                          2001                                  15,120    Square Feet           100.0
      131       Unanchored                        1983                2002              25,070    Square Feet           95.8
      132       Anchored                          1968                1999              49,161    Square Feet           100.0
      133       Garden                            1970                2003                 248       Units              98.4
      134       Warehouse                         2000                                  34,485    Square Feet           100.0
      135       Manufactured Housing              1963                                     165       Pads               95.8
      136       Shadow Anchored                   1981                                  26,941    Square Feet           100.0
      137       Unanchored                        1982                2004              38,250    Square Feet           97.6
      138       Suburban                          1982                2003              70,255    Square Feet           90.1
      139       Self Storage                      1998                                     636       Units              93.4
      140       Anchored                          1974                1997              58,205    Square Feet           96.1
      141       Garden                            1965                                      33       Units              100.0
      142       Garden                            2001                                      72       Units              91.7
      143       Self Storage                      1997                                     577       Units              67.2
      144       Suburban                          1954                                  21,177    Square Feet           100.0
      145       CBD                               1950                1999              14,000    Square Feet           100.0
      146       Unanchored                        1968                1995              19,105    Square Feet           100.0
      147       CBD                               1971                1999              44,864    Square Feet           98.3
      148       Garden                            1979                                      50       Units              96.0
      149       Anchored                          1985                                  20,059    Square Feet           100.0
      150       Suburban                          2000                                  23,390    Square Feet           95.1
      151       Garden                            1987                                      77       Units              92.2
      152       Unanchored                        1978                                  14,947    Square Feet           88.3
      153       Unanchored                        1896                2002              10,380    Square Feet           100.0
      154       Self Storage                      1999                                     225       Units              96.9
      155       Suburban                          1989                2004              42,157    Square Feet           93.1
      156       Garden                            2001                                      40       Units              97.5
      157       Shadow Anchored                   2004                                  10,105    Square Feet           100.0
      158       Suburban                          1981                2000              36,220    Square Feet           80.7
      159       Self Storage                      1998                                     586       Units              86.9
      160       Unanchored                        2004                                  21,626    Square Feet           100.0
      161       Self Storage                      1988                                     407       Units              94.1
      162       Anchored                          2000                                   5,952    Square Feet           100.0
      163       Garden                            1986                                      40       Units              97.5
      164       Self Storage                      1987                                     612       Units              72.4
      165       Suburban                          2000                                  15,145    Square Feet           100.0
      166       Flex                              1952                2005              81,508    Square Feet           100.0
      167       Garden                            1984                2004                  88       Units              95.5
      168       Garden                            1988                                      32       Units              100.0
      169       Self Storage                      1975                1999                 449       Units              86.6
      170       Self Storage                     Various                                   649       Units              94.8
     170.1      Self Storage                      1993                                     268       Units              100.0
     170.2      Self Storage                      1982                                     225       Units              87.6
     170.3      Self Storage                      1998                                     156       Units              96.2
      171       Unanchored                        1987                1996               5,464    Square Feet           100.0
      172       Unanchored                        1987                                  17,882    Square Feet           100.0
      173       Self Storage                      1995                                     639       Units              63.8
      174       Self Storage                      1987                                     480       Units              85.0
      175       Anchored                          2004                                  10,880    Square Feet           100.0
      176       Self Storage                      1991                1999                 467       Units              67.9
      177       Self Storage                      1998                                     404       Units              96.5
      178       Garden                            1971                2003                  74       Units              95.9
      179       Suburban                          1965                2004              24,224    Square Feet           92.4
      180       Shadow Anchored                   2004                                  22,950    Square Feet           92.5
      181       Unanchored                        2004                                  14,788    Square Feet           100.0
      182       Manufactured Housing              1965                1994                  88       Pads               94.3
      183       Garden                            1984                                      28       Units              92.9
      184       Garden                            1994                1997                  57       Units              100.0
      185       Flex                              2004                                  39,180    Square Feet           100.0
      186       Shadow Anchored                   2005                                  10,448    Square Feet           100.0
      187       Garden                            1958                                      30       Units              93.3
      188       Self Storage                      1982                                     620       Units              92.7
      189       Anchored                          1973                                  11,268    Square Feet           100.0
      190       Warehouse                         1951                1979              48,690    Square Feet           100.0
      191       Garden                            1983                2003                  34       Units              97.1
      192       Shadow Anchored                   2004                                  18,060    Square Feet           89.8
      193       Garden                            1983                                      23       Units              87.0
      194       Flex                              1947                2004              40,000    Square Feet           95.0
      195       Garden                            1961                2003                  35       Units              97.1
      196       Shadow Anchored                   2004                                  16,857    Square Feet           100.0
      197       Unanchored                        2004                                  13,000    Square Feet           100.0
      198       Garden                            1988                                      24       Units              95.8
      199       Warehouse                         1922                2002              46,160    Square Feet           90.3
      200       Manufactured Housing              1965                2004                 167       Pads               80.2
      201       Unanchored                        2005                                  20,170    Square Feet           71.1
      202       Flex                              1973                                  37,400    Square Feet           100.0
      203       Garden                            1967                2004                  60       Units              93.3
      204       Garden                            1990                                      24       Units              91.7
      205       Garden                            1980                                      64       Units              98.4
      206       Unanchored                        1970                1992               7,545    Square Feet           100.0
      207       Garden                            1986                                      20       Units              100.0
      208       Unanchored                        1968                2002               9,390    Square Feet           100.0
      209       Garden                            1975                                      37       Units              94.6
      210       Suburban                          1983                2004               9,144    Square Feet           100.0
      211       Garden                            1995                2000                  34       Units              100.0
      212       Garden                            1997                                      19       Units              100.0
      213       Garden                            1981                2002                 113       Units              88.5
      214       Garden                            1984                1998                  97       Units              99.0
      215       Self Storage                      1996                                     419       Units              87.4
      216       Unanchored                        1971                2001               7,619    Square Feet           100.0
      217       Anchored                          2004                                   6,260    Square Feet           100.0
      218       Self Storage                      1998                                     346       Units              87.0
      219       Garden                            1964                2005                  32       Units              87.5
      220       Unanchored                        2004                                  12,083    Square Feet           100.0
      221       Garden                            1964                2003                  27       Units              100.0
      222       Self Storage                      2001                                     242       Units              97.9
      223       Suburban                          1905                2005              29,470    Square Feet           92.0
      224       Garden                            1988                                      24       Units              91.7
      225       Suburban                          1973                2004              59,019    Square Feet           78.5
      226       Suburban                          1977                2000              27,273    Square Feet           87.7
      227       Self Storage                      1990                2002                 320       Units              92.5
      228       Suburban                          2001                                   9,990    Square Feet           100.0
      229       Garden                            1973                2000                  40       Units              97.5
      230       Shadow Anchored                   2004                                   9,938    Square Feet           100.0
      231       Garden                            2001                                      36       Units              91.7
      232       Unanchored                        1985                                  20,725    Square Feet           80.9
      233       Garden                            1991                                      13       Units              100.0
      234       Garden                            1987                                      20       Units              90.0
      235       Unanchored                        2005                                   7,240    Square Feet           100.0
      236       Suburban                          1998                                  12,779    Square Feet           100.0
      237       Manufactured Housing              1940                2004                  93       Pads               88.2
      238       Manufactured Housing              1940                1970                 122       Pads               86.1
      239       Unanchored                        1969                1973              10,871    Square Feet           100.0
      240       Garden                            1986                2002                  19       Units              100.0
</TABLE>




<TABLE>

                                                                                                ORIGINAL
          OCCUPANCY      APPRAISED         APPRAISAL       CURRENT        ORIGINAL              BALANCE                CURRENT
LOAN #       DATE      VALUE ($)(15)        DATE(15)       LTV %(1)    BALANCE ($)(2)         PER UNIT ($)         BALANCE ($)(2)
- ------       ----      -------------        --------       --------    --------------         ------------         --------------

   1       06/06/05          245,000,000    06/06/05         71.4        175,000,000                  370             174,810,583
   2       05/31/05          757,000,000    04/01/05         52.8        100,000,000              166,667             100,000,000
  2.1      05/31/05          280,000,000    04/01/05                      36,988,111              197,270              36,988,111
  2.2      05/31/05          261,000,000    04/01/05                      34,478,203              137,913              34,478,203
  2.3      05/31/05          216,000,000    04/01/05                      28,533,686              175,592              28,533,686
   3       04/22/05          164,600,000    06/03/05         48.6         80,000,000              293,040              80,000,000
   4       06/15/05           84,000,000    06/01/05         77.2         65,000,000                   97              64,858,541
   5       06/22/05          107,000,000    05/18/05         58.9         63,000,000                  164              63,000,000
   6       06/14/05           60,000,000    05/01/07         75.0         45,000,000                   92              45,000,000
   7       04/30/05           55,000,000    04/20/05         80.0         44,000,000                  194              44,000,000
   8       08/01/05           53,000,000    03/18/05         79.5         42,125,000                  202              42,125,000
   9       03/24/05           59,000,000    01/20/05         69.4         40,920,690                  152              40,920,690
  10       05/11/05           56,500,000    05/25/05         66.4         37,500,000                  175              37,500,000
  11       06/24/05           44,250,000    04/27/05         80.0         35,400,000              136,154              35,400,000
  12       03/24/05           59,400,000    04/11/05         55.0         32,670,000                  326              32,670,000
  13       06/01/05           38,500,000    05/20/05         80.0         30,800,000                  128              30,800,000
  14       05/04/05           40,650,000    03/28/05         72.8         29,600,000               63,793              29,600,000
  15       04/12/05           37,500,000    04/13/05         75.7         28,400,000                   89              28,400,000
  16       06/14/05           36,400,000    06/01/05         75.3         27,400,000                  215              27,400,000
  17       03/25/05           32,500,000    06/06/05         80.0         26,000,000                   80              26,000,000
  18       06/01/05           32,000,000    06/01/05         71.8         23,000,000                   77              22,976,413
  19       04/01/05           32,500,000    05/17/05         69.2         22,500,000                  158              22,500,000
  20       06/01/05           26,800,000    05/24/05         79.9         21,400,000               44,491              21,400,000
  21       04/22/05           27,250,000    04/22/05         77.8         21,200,000               61,988              21,200,000
  22       05/01/05           33,600,000    04/14/05         59.5         20,000,000                  118              20,000,000
  23       03/22/05           23,500,000    01/19/05         75.0         17,625,000                  117              17,625,000
  24       12/29/04           25,500,000    01/20/05         66.6         16,976,914                  109              16,976,914
  25       06/10/05           21,390,000    02/01/05         79.3         17,000,000               90,426              16,963,081
  26       06/08/05           56,340,000    Various          29.6         16,650,000                4,473              16,650,000
 26.1      06/08/05           10,800,000    05/13/05                       3,191,693                4,646               3,191,693
 26.2      06/08/05            9,400,000    05/10/05                       2,777,955                5,479               2,777,955
 26.3      06/08/05            8,200,000    05/13/05                       2,423,323                5,433               2,423,323
 26.4      06/08/05            7,910,000    05/11/05                       2,337,620                3,826               2,337,620
 26.5      06/08/05            7,200,000    05/19/05                       2,127,796                3,088               2,127,796
 26.6      06/08/05            7,030,000    05/23/05                       2,077,556                5,511               2,077,556
 26.7      06/08/05            5,800,000    05/13/05                       1,714,058                4,232               1,714,058
  27       08/01/05           22,200,000    04/07/05         72.1         16,000,000                   74              16,000,000
  28       03/30/05           20,600,000    03/23/05         73.6         15,200,000               38,095              15,165,934
  29       06/30/05           25,000,000    05/27/05         58.4         14,600,000                   82              14,600,000
  30       06/15/05           19,900,000    06/09/05         71.6         14,250,000                  507              14,250,000
  31       07/01/05           17,500,000    06/07/05         80.0         14,000,000                  135              14,000,000
  32       12/31/04           20,500,000    01/18/05         67.2         13,780,000                   90              13,780,000
  33       05/18/05           24,200,000    02/02/05         55.7         13,488,798                  133              13,488,798
  34       06/30/05           23,300,000    01/01/05         55.0         12,815,000                  102              12,815,000
  35       06/30/05           16,800,000    05/01/07         76.2         12,800,000                   94              12,800,000
  36       Various            15,950,000    Various          78.9         12,588,000                   64              12,588,000
 36.1      03/31/05            9,450,000    06/20/05                       7,458,094                   89               7,458,094
 36.2      03/31/05            3,800,000    06/23/05                       2,999,022                   56               2,999,022
 36.3      06/09/05            2,700,000    06/23/05                       2,130,884                   36               2,130,884
  37       06/01/05           15,300,000    05/31/05         80.1         12,250,000                  112              12,250,000
  38       05/20/05           16,100,000    05/15/05         74.5         12,000,000                   91              12,000,000
  39       06/08/05           15,250,000    04/10/06         78.4         11,950,000                  111              11,950,000
  40       06/20/05           14,800,000    06/06/05         76.2         11,600,000               62,032              11,600,000
  41       06/15/05           16,000,000    03/28/05         72.0         11,525,000                  177              11,525,000
  42       05/09/05           19,500,000    01/28/05         58.7         11,449,749                  130              11,449,749
  43       12/28/04           16,600,000    01/24/05         68.2         11,325,000                  130              11,325,000
  44       03/30/05           14,590,000    04/01/05         77.5         11,300,000                  135              11,300,000
  45       05/31/05           15,900,000    06/02/05         69.2         11,000,000                  397              11,000,000
  46       03/31/05           13,750,000    03/02/05         79.3         10,900,000               29,781              10,900,000
  47       06/14/05           19,800,000    05/13/05         50.5         10,000,000                  127               9,989,523
  48       06/24/05           14,300,000    05/10/05         68.5          9,800,000                  116               9,790,586
  49       06/02/05           12,100,000    04/27/05         79.6          9,600,000                  100               9,600,000
  50       08/01/05           11,750,000    03/30/05         80.0          9,400,000              123,684               9,400,000
  51       04/01/05           12,550,000    04/19/05         74.6          9,375,000                   85               9,356,066
  52       04/07/05           15,000,000    01/17/05         61.2          9,179,800                  112               9,179,800
  53       05/25/05           11,250,000    05/09/05         80.0          9,000,000               41,667               9,000,000
  54       04/30/05           26,000,000    05/31/05         34.6          9,000,000               52,632               8,990,255
  55       12/29/04           13,500,000    01/27/05         66.0          8,912,283                  143               8,912,283
  56       03/18/05           10,900,000    10/05/05         78.6          8,590,000                  281               8,562,403
  57       04/21/05           14,000,000    05/09/05         60.0          8,400,000                  122               8,400,000
  58       06/02/05           10,500,000    04/27/05         79.6          8,400,000                   89               8,400,000
  59       06/20/05           12,550,000    06/01/05         68.7          8,250,000               86,842               8,250,000
  60       03/30/05           12,000,000    02/16/05         65.0          7,800,000                   93               7,800,000
  61       05/10/05            9,900,000    06/09/05         75.8          7,500,000               88,235               7,500,000
  62       05/23/05           10,600,000    04/20/05         70.5          7,500,000                6,281               7,477,539
  63       07/27/05           10,000,000    04/24/05         73.0          7,300,000                  118               7,300,000
  64       05/02/05            9,100,000    05/19/05         79.7          7,250,000                   47               7,250,000
  65       05/13/05            9,000,000    05/04/05         80.0          7,200,000               72,000               7,200,000
  66       03/30/05            8,600,000    03/28/05         80.0          6,880,000               39,314               6,880,000
  67       06/20/05            9,300,000    06/03/05         76.6          6,800,000               55,285               6,800,000
  68       05/19/05            8,650,000    05/12/05         78.0          6,750,000               52,734               6,750,000
  69       06/30/05            8,400,000    05/04/05         79.8          6,700,000               55,833               6,700,000
  70       03/16/05            8,500,000    03/07/05         78.5          6,675,859                   72               6,675,859
  71       11/11/04            8,700,000    05/17/05         75.8          6,600,000                  403               6,594,028
  72       04/28/05           10,250,000    04/04/05         63.7          6,550,000                  222               6,533,020
  73       03/31/05            9,250,000    05/16/05         70.2          6,500,000                   56               6,493,174
  74       03/31/05           10,400,000    06/13/05         62.0          6,445,000               18,956               6,445,000
  75       05/31/05            8,300,000    05/24/05         77.1          6,400,000               26,230               6,400,000
  76       06/30/05           17,600,000    07/22/05         35.8          6,300,000                   58               6,300,000
  77       05/20/05            7,725,000    04/07/05         80.3          6,200,000               35,028               6,200,000
  78       05/06/05           11,200,000    04/01/05         55.4          6,200,000                   45               6,200,000
  79       07/11/05           10,600,000    06/13/05         58.5          6,200,000                  137               6,200,000
  80       05/02/05            7,750,000    01/01/06         80.0          6,200,000                  180               6,200,000
  81       06/30/05            8,650,000    06/03/05         76.2          6,150,000               67,582               6,150,000
  82       06/01/05            7,660,000    05/20/05         79.6          6,100,000                  156               6,100,000
  83       07/06/05           10,400,000    04/22/05         58.1          6,047,500                   89               6,047,500
  84       06/01/05            7,500,000    06/01/05         80.0          6,000,000               36,364               6,000,000
  85       06/14/05            7,800,000    05/02/05         76.8          6,000,000                  139               5,994,123
  86       06/30/05            7,450,000    05/27/05         76.6          5,960,000               59,600               5,960,000
  87       05/31/05            7,450,000    05/06/05         79.7          5,940,000               52,105               5,940,000
  88       02/28/05            7,500,000    02/01/05         77.8          5,850,000               31,793               5,835,565
  89       06/06/05            8,100,000    05/25/05         71.6          5,800,000                  193               5,800,000
  90       04/19/05           25,660,000    04/15/05         22.4          5,750,000                8,833               5,736,951
  91       06/16/05            7,140,000    02/15/05         79.8          5,700,000                  275               5,700,000
  92       06/07/05            7,200,000    06/20/05         75.7          5,450,000               39,209               5,450,000
  93       06/01/05            6,500,000    04/01/05         80.0          5,200,000                   60               5,200,000
  94       05/04/05            7,355,000    05/11/05         69.3          5,100,000               34,000               5,100,000
  95       06/13/05            6,300,000    05/11/05         79.4          5,000,000                   58               5,000,000
  96       05/01/05            7,000,000    04/29/05         71.4          5,000,000                   45               5,000,000
  97       06/07/05            8,700,000    05/01/05         57.1          4,964,000                  120               4,964,000
  98       05/09/05            6,125,000    04/18/05         79.8          4,900,000                7,270               4,895,048
  99       08/01/05            6,100,000    04/14/05         80.0          4,880,000                   51               4,880,000
 99.1      08/01/05            4,900,000    04/14/05                       3,920,000                   53               3,920,000
 99.2      08/01/05            1,200,000    04/14/05                         960,000                   46                 960,000
  100      08/01/05            6,000,000    04/22/05         80.0          4,800,000               40,000               4,800,000
  101      06/10/05            8,300,000    04/04/05         56.9          4,725,000                  198               4,725,000
  102      06/01/05            5,800,000    04/15/05         77.6          4,500,000                   81               4,500,000
  103      04/20/05            5,800,000    03/29/05         77.4          4,500,000                  178               4,491,203
  104      04/25/05            5,700,000    04/28/05         78.0          4,458,000               31,843               4,447,799
  105      05/09/05            5,550,000    04/18/05         79.8          4,438,000                9,324               4,433,515
  106      04/19/05            9,100,000    04/19/05         48.4          4,400,000              129,412               4,400,000
  107      08/01/05            5,350,000    05/23/05         79.5          4,250,000                  116               4,250,000
  108      06/14/05            5,300,000    05/24/05         80.0          4,240,000                  139               4,240,000
  109      08/01/05            5,843,000    04/21/05         71.9          4,200,000                  309               4,200,000
  110      04/07/05            6,200,000    05/23/05         66.5          4,125,000                  203               4,121,220
  111      05/26/05            5,400,000    03/15/05         75.9          4,100,000                   42               4,096,262
  112      05/13/05            5,350,000    04/18/05         75.4          4,040,000               28,056               4,031,537
  113      05/27/05            6,900,000    06/01/05         58.0          4,000,000               54,795               4,000,000
  114      06/30/05            4,900,000    05/20/05         76.6          3,920,000              103,158               3,920,000
  115      02/01/05            5,500,000    03/26/05         70.9          3,900,000                  195               3,900,000
  116      07/15/05            5,925,000    04/24/05         65.0          3,850,000                   71               3,850,000
  117      06/09/05            5,160,000    07/01/05         74.5          3,850,000                  260               3,846,428
  118      07/15/05            4,800,000    06/13/05         80.0          3,840,000               36,923               3,840,000
  119      05/10/05            5,400,000    03/21/05         70.4          3,808,000                  257               3,800,392
  120      05/11/05            5,050,000    06/06/05         75.2          3,800,000                  149               3,800,000
  121      06/01/05            5,250,000    03/22/05         72.2          3,800,000               26,207               3,788,601
  122      05/01/05            5,350,000    05/23/05         70.1          3,750,000                   29               3,750,000
  123      05/09/05            4,675,000    04/18/05         79.8          3,740,000                7,377               3,736,220
  124      07/01/05            5,000,000    06/01/05         74.5          3,725,000                  175               3,725,000
  125      06/24/05            4,650,000    05/11/05         79.9          3,720,000               34,444               3,716,293
  126      06/30/05            4,600,000    05/20/05         76.2          3,680,000              102,222               3,680,000
  127      08/01/05            5,650,000    03/23/05         64.4          3,650,000                  487               3,639,734
  128      04/25/05            4,700,000    05/15/05         76.6          3,600,000                  328               3,600,000
  129      05/09/05            4,500,000    05/10/05         79.9          3,600,000                  118               3,596,456
  130      04/11/05            5,900,000    03/25/05         60.5          3,570,000                  236               3,570,000
  131      06/01/05            4,750,000    05/30/05         74.1          3,525,000                  141               3,521,581
  132      06/02/05            4,410,000    05/31/05         79.4          3,500,000                   71               3,500,000
  133      11/16/04            5,400,000    10/19/04         64.2          3,500,000               14,113               3,468,673
  134      07/01/05            5,300,000    06/01/05         65.1          3,450,000                  100               3,450,000
  135      02/22/05            5,400,000    04/13/05         63.8          3,450,000               20,909               3,443,032
  136      06/14/05            4,200,000    04/24/05         80.0          3,360,000                  125               3,360,000
  137      06/14/05            4,500,000    06/28/05         74.4          3,350,000                   88               3,350,000
  138      04/30/05            4,300,000    06/04/05         77.9          3,350,000                   48               3,350,000
  139      06/07/05            4,300,000    05/27/05         76.7          3,300,000                5,189               3,300,000
  140      08/01/05            4,200,000    04/26/05         78.5          3,300,000                   57               3,297,022
  141      06/01/05            4,440,000    05/11/05         72.9          3,237,000               98,091               3,237,000
  142      06/24/05            4,050,000    05/05/05         79.9          3,240,000               45,000               3,236,772
  143      06/03/05            3,975,000    04/18/05         79.8          3,180,000                5,511               3,176,786
  144      06/30/05            4,050,000    06/10/05         77.8          3,150,000                  149               3,150,000
  145      08/01/05            5,250,000    03/02/05         59.9          3,150,000                  225               3,144,276
  146      06/07/05            4,300,000    05/21/05         72.6          3,125,000                  164               3,121,757
  147      02/01/05            3,900,000    03/08/05         79.3          3,100,000                   69               3,093,409
  148      06/30/05            3,850,000    05/20/05         68.7          3,080,000               61,600               3,080,000
  149      06/22/05            5,800,000    06/06/05         53.0          3,075,000                  153               3,075,000
  150      08/03/05            4,250,000    05/27/05         71.1          3,020,000                  129               3,020,000
  151      04/22/05            5,000,000    04/05/05         60.0          3,000,000               38,961               3,000,000
  152      05/20/05            4,600,000    04/22/05         65.2          3,000,000                  201               2,997,111
  153      04/28/05            3,900,000    04/19/05         75.6          2,950,000                  284               2,947,358
  154      05/01/05            3,860,000    04/27/05         75.1          2,900,000               12,889               2,897,235
  155      05/01/05            3,580,000    05/16/05         80.3          2,875,000                   68               2,875,000
  156      05/01/05            3,615,000    04/21/05         79.0          2,855,000               71,375               2,855,000
  157      08/01/05            4,800,000    02/01/05         59.5          2,860,000                  283               2,854,506
  158      05/01/05            3,910,000    05/03/05         73.0          2,860,000                   79               2,854,098
  159      04/30/05            3,660,000    05/06/05         77.8          2,850,000                4,863               2,847,276
  160      06/30/05            5,390,000    05/31/05         51.9          2,800,000                  129               2,797,297
  161      05/09/05            3,500,000    04/18/05         79.8          2,800,000                6,880               2,797,170
  162      08/01/05            4,820,000    05/11/05         57.5          2,775,000                  466               2,771,465
  163      06/30/05            3,450,000    05/26/05         76.6          2,760,000               69,000               2,760,000
  164      05/31/05            4,385,000    05/10/05         62.6          2,750,000                4,493               2,745,923
  165      02/23/05            3,400,000    06/28/05         80.0          2,720,000                  180               2,720,000
  166      06/30/05            4,270,000    05/21/05         63.2          2,700,000                   33               2,700,000
  167      04/29/05            4,100,000    03/01/05         65.7          2,700,000               30,682               2,694,271
  168      06/20/05            4,050,000    06/06/05         68.7          2,675,000               83,594               2,675,000
  169      07/29/05            3,530,000    05/26/05         75.1          2,650,000                5,902               2,650,000
  170      Various             3,375,000    05/05/05         78.3          2,645,000                4,076               2,642,703
 170.1     01/03/05            1,740,000    05/05/05                       1,363,644                5,088               1,362,460
 170.2     01/03/05              960,000    05/05/05                         752,356                3,344                 751,702
 170.3     01/03/05              675,000    05/05/05                         529,000                3,391                 528,541
  171      06/15/05            3,650,000    04/26/05         71.2          2,600,000                  476               2,600,000
  172      06/22/05            4,050,000    06/03/05         63.7          2,580,000                  144               2,580,000
  173      06/03/05            3,275,000    04/18/05         79.8          2,580,000                4,038               2,577,393
  174      05/31/05            4,400,000    05/10/05         57.9          2,550,000                5,313               2,546,220
  175      08/01/05            4,000,000    05/13/05         63.4          2,540,000                  233               2,537,500
  176      05/09/05            3,175,000    04/18/05         79.8          2,540,000                5,439               2,537,433
  177      05/01/05            3,750,000    04/28/05         66.7          2,500,000                6,188               2,500,000
  178      06/01/05            3,500,000    06/07/05         71.4          2,500,000               33,784               2,500,000
  179      03/15/05            4,100,000    02/14/05         60.9          2,500,000                  103               2,497,454
  180      08/01/05            3,100,000    04/27/05         80.2          2,485,000                  108               2,485,000
  181      06/21/05            3,300,000    05/19/05         75.0          2,475,000                  167               2,475,000
  182      05/16/05            3,175,000    06/02/05         77.6          2,465,000               28,011               2,465,000
  183      06/30/05            3,700,000    05/20/05         76.6          2,400,000               85,714               2,400,000
  184      05/09/05            3,000,000    04/25/05         79.9          2,400,000               42,105               2,397,768
  185      05/18/05            3,000,000    05/09/05         79.8          2,400,000                   61               2,395,132
  186      05/17/05            3,050,000    05/25/05         78.5          2,394,000                  229               2,394,000
  187      06/30/05            3,400,000    06/01/05         68.7          2,375,000               79,167               2,375,000
  188      04/05/05            3,300,000    03/05/05         69.6          2,300,000                3,710               2,297,997
  189      01/29/03            3,400,000    03/29/05         67.5          2,300,000                  204               2,293,352
  190      05/01/05            3,200,000    05/13/05         70.2          2,250,000                   46               2,247,769
  191      06/30/05            2,800,000    05/26/05         76.2          2,240,000               65,882               2,240,000
  192      03/29/05            2,800,000    07/09/05         79.5          2,230,000                  123               2,230,000
  193      06/30/05            3,000,000    06/01/05         68.7          2,200,000               95,652               2,200,000
  194      07/20/05            3,100,000    11/22/04         70.6          2,200,000                   55               2,188,468
  195      06/20/05            2,650,000    05/26/05         76.6          2,120,000               60,571               2,120,000
  196      03/29/05            2,630,000    04/14/05         79.8          2,100,000                  125               2,100,000
  197      02/25/05            2,850,000    06/08/05         70.2          2,000,000                  154               2,000,000
  198      06/30/05            2,500,000    05/26/05         76.6          2,000,000               83,333               2,000,000
  199      06/15/05            3,400,000    05/11/05         58.7          2,000,001                   43               1,995,949
  200      06/23/05            2,580,000    12/16/04         77.3          2,005,000               12,006               1,995,314
  201      07/01/05            3,150,000    03/09/05         63.2          2,000,000                   99               1,991,225
  202      07/01/05            2,500,000    05/27/05         78.0          1,950,000                   52               1,950,000
  203      05/19/05            2,425,000    11/11/04         80.0          1,940,000               32,333               1,940,000
  204      06/30/05            2,600,000    06/02/05         68.7          1,930,000               80,417               1,930,000
  205      04/30/05            2,400,000    05/10/05         80.0          1,920,000               30,000               1,920,000
  206      03/01/05            3,200,000    05/04/05         59.4          1,900,000                  252               1,900,000
  207      06/30/05            2,475,000    06/01/05         76.2          1,860,000               93,000               1,860,000
  208      04/21/05            2,560,000    04/08/05         72.1          1,850,000                  197               1,846,608
  209      06/30/05            2,700,000    06/03/05         68.7          1,830,000               49,459               1,830,000
  210      05/15/05            2,700,000    03/28/05         66.6          1,800,000                  197               1,798,375
  211      03/31/05            2,300,000    03/15/05         78.0          1,800,000               52,941               1,794,723
  212      06/30/05            2,300,000    06/02/05         68.7          1,790,000               94,211               1,790,000
  213      05/13/05            2,200,000    04/11/05         79.9          1,760,000               15,575               1,758,217
  214      07/06/05            2,350,000    03/11/05         73.3          1,725,000               17,784               1,722,540
  215      06/15/05            2,900,000    07/06/05         58.6          1,700,000                4,057               1,700,000
  216      06/16/05            3,400,000    05/07/05         49.3          1,675,000                  220               1,675,000
  217      05/01/05            2,440,000    04/18/05         66.3          1,620,000                  259               1,618,593
  218      06/07/05            2,100,000    05/27/05         76.2          1,600,000                4,624               1,600,000
  219      06/30/05            3,200,000    06/03/05         68.7          1,600,000               50,000               1,600,000
  220      08/01/05            2,300,000    05/12/05         69.5          1,600,000                  132               1,598,515
  221      06/30/05            2,000,000    06/03/05         76.2          1,540,000               57,037               1,540,000
  222      06/16/05            2,200,000    04/25/05         69.9          1,540,000                6,364               1,538,564
  223      07/01/05            2,010,000    05/09/05         75.9          1,525,000                   52               1,525,000
  224      06/30/05            1,950,000    05/26/05         68.7          1,460,000               60,833               1,460,000
  225      07/01/05            3,160,000    05/09/05         44.3          1,400,000                   24               1,400,000
  226      05/16/05            2,000,000    05/23/05         69.9          1,400,000                   51               1,398,678
  227      03/31/05            1,720,000    05/11/05         79.4          1,368,000                4,275               1,366,178
  228      05/31/05            1,630,000    03/30/05         79.7          1,300,000                  130               1,298,748
  229      04/22/05            1,620,000    03/31/05         79.5          1,290,000               32,250               1,287,240
  230      02/28/05            2,750,000    04/10/05         46.2          1,280,000                  129               1,271,254
  231      06/24/05            1,700,000    05/06/05         74.0          1,260,000               35,000               1,258,790
  232      06/22/05            2,050,000    06/11/05         60.5          1,240,000                   60               1,240,000
  233      06/30/05            1,540,000    06/03/05         76.6          1,232,000               94,769               1,232,000
  234      06/30/05            1,825,000    06/01/05         76.2          1,220,000               61,000               1,220,000
  235      05/18/05            1,850,000    04/14/05         65.4          1,211,560                  167               1,210,324
  236      01/01/05            1,650,000    03/23/05         72.5          1,200,000                   94               1,196,466
  237      04/01/05            1,590,000    05/20/05         71.0          1,130,000               12,151               1,128,882
  238      05/23/05            1,600,000    01/06/05         68.7          1,100,000                9,016               1,098,484
  239      07/01/05            1,430,000    05/04/05         74.1          1,060,000                   98               1,060,000
  240      05/15/05            1,250,000    04/01/05         79.8          1,000,000               52,632                 998,117
</TABLE>



<TABLE>

              CURRENT                                     LOAN           % OF            % OF
              BALANCE             % OF INITIAL           GROUP           LOAN            LOAN            CROSSED          RELATED
LOAN #      PER UNIT ($)          POOL BALANCE           1 OR 2        GROUP 1          GROUP 2          LOAN(3)        BORROWER(4)
- ------      ------------          ------------           ------        -------          -------          -------        -----------

   1                  369             8.4%                 1            10.0%                                                16
   2              166,667             4.8%                 1             5.7%
  2.1             197,270                                  1
  2.2             137,913                                  1
  2.3             175,592                                  1
   3              293,040             3.9%                 1             4.6%
   4                   97             3.1%                 1             3.7%                                                16
   5                  164             3.0%                 1             3.6%
   6                   92             2.2%                 1             2.6%
   7                  194             2.1%                 1             2.5%
   8                  202             2.0%                 1             2.4%
   9                  152             2.0%                 1             2.3%                                                11
  10                  175             1.8%                 1             2.2%
  11              136,154             1.7%                 1             2.0%
  12                  326             1.6%                 1             1.9%                                                6
  13                  128             1.5%                 1             1.8%
  14               63,793             1.4%                 2                             8.8%
  15                   89             1.4%                 1             1.6%
  16                  215             1.3%                 1             1.6%
  17                   80             1.3%                 1             1.5%
  18                   77             1.1%                 1             1.3%
  19                  158             1.1%                 1             1.3%
  20               44,491             1.0%                 1             1.2%
  21               61,988             1.0%                 2                             6.3%
  22                  118             1.0%                 1             1.1%
  23                  117             0.8%                 1             1.0%                                                11
  24                  109             0.8%                 1             1.0%                                                11
  25               90,229             0.8%                 2                             5.1%
  26                4,473             0.8%                 1             1.0%
 26.1               4,646                                  1
 26.2               5,479                                  1
 26.3               5,433                                  1
 26.4               3,826                                  1
 26.5               3,088                                  1
 26.6               5,511                                  1
 26.7               4,232                                  1
  27                   74             0.8%                 1             0.9%
  28               38,010             0.7%                 2                             4.5%
  29                   82             0.7%                 1             0.8%
  30                  507             0.7%                 1             0.8%
  31                  135             0.7%                 1             0.8%
  32                   90             0.7%                 1             0.8%                                                11
  33                  133             0.6%                 1             0.8%                                                6
  34                  102             0.6%                 1             0.7%                                                6
  35                   94             0.6%                 1             0.7%
  36                   64             0.6%                 1             0.7%
 36.1                  89                                  1
 36.2                  56                                  1
 36.3                  36                                  1
  37                  112             0.6%                 1             0.7%
  38                   91             0.6%                 1             0.7%
  39                  111             0.6%                 1             0.7%
  40               62,032             0.6%                 2                             3.5%               A                5
  41                  177             0.6%                 1             0.7%
  42                  130             0.6%                 1             0.7%                                                6
  43                  130             0.5%                 1             0.7%                                                11
  44                  135             0.5%                 1             0.6%
  45                  397             0.5%                 1             0.6%
  46               29,781             0.5%                 2                             3.3%
  47                  126             0.5%                 1             0.6%
  48                  116             0.5%                 1             0.6%
  49                  100             0.5%                 1             0.6%                               E                8
  50              123,684             0.5%                 1             0.5%
  51                   85             0.5%                 1             0.5%
  52                  112             0.4%                 1             0.5%                                                11
  53               41,667             0.4%                 2                             2.7%
  54               52,575             0.4%                 1             0.5%
  55                  143             0.4%                 1             0.5%                                                11
  56                  281             0.4%                 1             0.5%
  57                  122             0.4%                 1             0.5%                                                6
  58                   89             0.4%                 1             0.5%                               E                8
  59               86,842             0.4%                 2                             2.5%               C                5
  60                   93             0.4%                 1             0.4%                                                11
  61               88,235             0.4%                 2                             2.2%
  62                6,263             0.4%                 1             0.4%
  63                  118             0.4%                 1             0.4%                                                3
  64                   47             0.3%                 1             0.4%
  65               72,000             0.3%                 1             0.4%
  66               39,314             0.3%                 2                             2.1%
  67               55,285             0.3%                 2                             2.0%               B                5
  68               52,734             0.3%                 2                             2.0%
  69               55,833             0.3%                 2                             2.0%                                4
  70                   72             0.3%                 1             0.4%
  71                  402             0.3%                 1             0.4%
  72                  221             0.3%                 1             0.4%
  73                   55             0.3%                 1             0.4%
  74               18,956             0.3%                 2                             1.9%
  75               26,230             0.3%                 1             0.4%
  76                   58             0.3%                 1             0.4%                                                6
  77               35,028             0.3%                 2                             1.9%
  78                   45             0.3%                 1             0.4%
  79                  137             0.3%                 1             0.4%
  80                  180             0.3%                 1             0.4%
  81               67,582             0.3%                 2                             1.8%               A                5
  82                  156             0.3%                 1             0.4%
  83                   89             0.3%                 1             0.3%                                                6
  84               36,364             0.3%                 2                             1.8%                                4
  85                  139             0.3%                 1             0.3%
  86               59,600             0.3%                 2                             1.8%               B                5
  87               52,105             0.3%                 2                             1.8%
  88               31,715             0.3%                 2                             1.7%
  89                  193             0.3%                 1             0.3%
  90                8,813             0.3%                 2                             1.7%
  91                  275             0.3%                 1             0.3%
  92               39,209             0.3%                 2                             1.6%
  93                   60             0.3%                 1             0.3%                                                14
  94               34,000             0.2%                 2                             1.5%
  95                   58             0.2%                 1             0.3%
  96                   45             0.2%                 1             0.3%
  97                  120             0.2%                 1             0.3%                                                6
  98                7,263             0.2%                 1             0.3%                               D                7
  99                   51             0.2%                 1             0.3%
 99.1                  53                                  1
 99.2                  46                                  1
  100              40,000             0.2%                 2                             1.4%
  101                 198             0.2%                 1             0.3%
  102                  81             0.2%                 1             0.3%                                                14
  103                 177             0.2%                 1             0.3%
  104              31,770             0.2%                 2                             1.3%
  105               9,314             0.2%                 1             0.3%                               D                7
  106             129,412             0.2%                 2                             1.3%
  107                 116             0.2%                 1             0.2%                               F                9
  108                 139             0.2%                 1             0.2%                                                3
  109                 309             0.2%                 1             0.2%                                                2
  110                 203             0.2%                 1             0.2%
  111                  42             0.2%                 1             0.2%
  112              27,997             0.2%                 2                             1.2%
  113              54,795             0.2%                 2                             1.2%
  114             103,158             0.2%                 2                             1.2%               B                5
  115                 195             0.2%                 1             0.2%
  116                  71             0.2%                 1             0.2%                                                3
  117                 260             0.2%                 1             0.2%
  118              36,923             0.2%                 2                             1.1%
  119                 256             0.2%                 1             0.2%
  120                 149             0.2%                 1             0.2%                                                1
  121              26,128             0.2%                 2                             1.1%
  122                  29             0.2%                 1             0.2%
  123               7,369             0.2%                 1             0.2%                               D                7
  124                 175             0.2%                 1             0.2%                                                1
  125              34,410             0.2%                 2                             1.1%                                13
  126             102,222             0.2%                 2                             1.1%               A                5
  127                 485             0.2%                 1             0.2%
  128                 328             0.2%                 1             0.2%
  129                 118             0.2%                 1             0.2%
  130                 236             0.2%                 1             0.2%                                                6
  131                 140             0.2%                 1             0.2%                                                1
  132                  71             0.2%                 1             0.2%
  133              13,987             0.2%                 2                             1.0%
  134                 100             0.2%                 1             0.2%
  135              20,867             0.2%                 1             0.2%
  136                 125             0.2%                 1             0.2%                                                3
  137                  88             0.2%                 1             0.2%
  138                  48             0.2%                 1             0.2%
  139               5,189             0.2%                 1             0.2%                                                12
  140                  57             0.2%                 1             0.2%
  141              98,091             0.2%                 2                             1.0%
  142              44,955             0.2%                 2                             1.0%                                13
  143               5,506             0.2%                 1             0.2%                               D                7
  144                 149             0.2%                 1             0.2%
  145                 225             0.2%                 1             0.2%
  146                 163             0.2%                 1             0.2%
  147                  69             0.1%                 1             0.2%
  148              61,600             0.1%                 2                             0.9%               C                5
  149                 153             0.1%                 1             0.2%                                                15
  150                 129             0.1%                 1             0.2%
  151              38,961             0.1%                 2                             0.9%
  152                 201             0.1%                 1             0.2%
  153                 284             0.1%                 1             0.2%
  154              12,877             0.1%                 1             0.2%
  155                  68             0.1%                 1             0.2%
  156              71,375             0.1%                 2                             0.9%
  157                 282             0.1%                 1             0.2%
  158                  79             0.1%                 1             0.2%
  159               4,859             0.1%                 1             0.2%
  160                 129             0.1%                 1             0.2%
  161               6,873             0.1%                 1             0.2%                               D                7
  162                 466             0.1%                 1             0.2%                                                2
  163              69,000             0.1%                 2                             0.8%               B                5
  164               4,487             0.1%                 1             0.2%                                                10
  165                 180             0.1%                 1             0.2%
  166                  33             0.1%                 1             0.2%
  167              30,617             0.1%                 2                             0.8%
  168              83,594             0.1%                 2                             0.8%               C                5
  169               5,902             0.1%                 1             0.2%
  170               4,072             0.1%                 1             0.2%
 170.1              5,084                                  1
 170.2              3,341                                  1
 170.3              3,388                                  1
  171                 476             0.1%                 1             0.1%
  172                 144             0.1%                 1             0.1%                                                15
  173               4,033             0.1%                 1             0.1%                               D                7
  174               5,305             0.1%                 1             0.1%                                                10
  175                 233             0.1%                 1             0.1%
  176               5,433             0.1%                 1             0.1%                               D                7
  177               6,188             0.1%                 1             0.1%
  178              33,784             0.1%                 2                             0.7%
  179                 103             0.1%                 1             0.1%
  180                 108             0.1%                 1             0.1%
  181                 167             0.1%                 1             0.1%
  182              28,011             0.1%                 2                             0.7%
  183              85,714             0.1%                 2                             0.7%               B                5
  184              42,066             0.1%                 2                             0.7%
  185                  61             0.1%                 1             0.1%
  186                 229             0.1%                 1             0.1%
  187              79,167             0.1%                 2                             0.7%               C                5
  188               3,706             0.1%                 1             0.1%
  189                 204             0.1%                 1             0.1%
  190                  46             0.1%                 1             0.1%
  191              65,882             0.1%                 2                             0.7%               A                5
  192                 123             0.1%                 1             0.1%                               F                9
  193              95,652             0.1%                 2                             0.7%               C                5
  194                  55             0.1%                 1             0.1%
  195              60,571             0.1%                 2                             0.6%               B                5
  196                 125             0.1%                 1             0.1%                                                9
  197                 154             0.1%                 1             0.1%
  198              83,333             0.1%                 2                             0.6%               B                5
  199                  43             0.1%                 1             0.1%
  200              11,948             0.1%                 2                             0.6%
  201                  99             0.1%                 1             0.1%
  202                  52             0.1%                 1             0.1%
  203              32,333             0.1%                 2                             0.6%
  204              80,417             0.1%                 2                             0.6%               C                5
  205              30,000             0.1%                 2                             0.6%                                4
  206                 252             0.1%                 1             0.1%
  207              93,000             0.1%                 2                             0.6%               A                5
  208                 197             0.1%                 1             0.1%
  209              49,459             0.1%                 2                             0.5%               C                5
  210                 197             0.1%                 1             0.1%
  211              52,786             0.1%                 2                             0.5%
  212              94,211             0.1%                 2                             0.5%               C                5
  213              15,559             0.1%                 2                             0.5%
  214              17,758             0.1%                 2                             0.5%
  215               4,057             0.1%                 1             0.1%                                                12
  216                 220             0.1%                 1             0.1%
  217                 259             0.1%                 1             0.1%
  218               4,624             0.1%                 1             0.1%                                                12
  219              50,000             0.1%                 2                             0.5%               C                5
  220                 132             0.1%                 1             0.1%
  221              57,037             0.1%                 2                             0.5%               A                5
  222               6,358             0.1%                 1             0.1%
  223                  52             0.1%                 1             0.1%
  224              60,833             0.1%                 2                             0.4%               C                5
  225                  24             0.1%                 1             0.1%
  226                  51             0.1%                 1             0.1%
  227               4,269             0.1%                 1             0.1%
  228                 130             0.1%                 1             0.1%
  229              32,181             0.1%                 2                             0.4%
  230                 128             0.1%                 1             0.1%
  231              34,966             0.1%                 2                             0.4%                                13
  232                  60             0.1%                 1             0.1%                                                15
  233              94,769             0.1%                 2                             0.4%               B                5
  234              61,000             0.1%                 2                             0.4%               A                5
  235                 167             0.1%                 1             0.1%
  236                  94             0.1%                 1             0.1%
  237              12,139             0.1%                 2                             0.3%
  238               9,004             0.1%                 1             0.1%
  239                  98             0.1%                 1             0.1%
  240              52,532             0.0%                 2                             0.3%
</TABLE>



<TABLE>

                                        NET
           INTEREST      ADMIN.       MORTGAGE                     MONTHLY DEBT      ANNUAL DEBT                          FIRST
LOAN #      RATE %        FEE %      RATE %(5)    ACCRUAL TYPE    SERVICE ($) (6)   SERVICE ($)(7)     NOTE DATE    PAYMENT DATE(17)
- ------      ------        -----      ---------    ------------    ---------------   --------------     ---------    ----------------

   1        4.92150      0.02110      4.90040      Actual/360       931,060.03      11,172,720.36      06/10/05         08/01/05
   2        4.72500      0.02110      4.70390      Actual/360       399,218.75       4,790,625.00      06/02/05         08/01/05
  2.1
  2.2
  2.3
   3        4.92700      0.02110      4.90590      Actual/360       464,275.82       5,571,309.84      07/07/05         09/01/05
   4        5.20000      0.02110      5.17890      Actual/360       356,922.07       4,283,064.84      05/09/05         07/01/05
   5        4.97000      0.01110      4.95890      Actual/360       264,548.96       3,174,587.52      07/01/05         08/01/05
   6        5.33000      0.06110      5.26890      Actual/360       250,726.10       3,008,713.20      07/15/05         09/01/05
   7        5.59000      0.02110      5.56890      Actual/360       252,317.37       3,027,808.44      06/23/05         08/11/05
   8        5.09500      0.02110      5.07390      Actual/360       228,588.19       2,743,058.28      06/21/05         08/01/05
   9        5.21800      0.02877      5.18923      Actual/360       225,155.19       2,701,862.28      04/13/05         06/01/05
  10        5.33000      0.02110      5.30890      Actual/360       168,875.87       2,026,510.44      06/24/05         08/01/05
  11        5.17000      0.02110      5.14890      Actual/360       193,729.72       2,324,756.64      05/25/05         07/01/05
  12        4.45000      0.02110      4.42890        30/360         121,151.25       1,453,815.00      06/27/05         08/11/05
  13        5.12000      0.02110      5.09890      Actual/360       167,607.25       2,011,287.00      07/07/05         08/11/05
  14        5.16000      0.02110      5.13890      Actual/360       161,806.18       1,941,674.16      06/13/05         08/11/05
  15        5.40000      0.02140      5.37860      Actual/360       159,474.74       1,913,696.88      05/26/05         07/05/05
  16        5.42000      0.02110      5.39890      Actual/360       154,201.69       1,850,420.28      07/22/05         09/01/05
  17        5.56000      0.02110      5.53890      Actual/360       122,139.81       1,465,677.72      07/19/05         09/01/05
  18        5.15000      0.02110      5.12890      Actual/360       125,586.03       1,507,032.36      07/01/05         08/01/05
  19        5.10000      0.02110      5.07890      Actual/360       122,163.70       1,465,964.40      06/06/05         08/01/05
  20        5.15000      0.02110      5.12890      Actual/360        93,117.25       1,117,407.00      06/20/05         08/11/05
  21        4.87000      0.02110      4.84890      Actual/360        87,231.62       1,046,779.44      05/26/05         07/11/05
  22        5.13000      0.02160      5.10840      Actual/360        86,687.50       1,040,250.00      05/19/05         07/11/05
  23        5.41100      0.03610      5.37490      Actual/360        99,090.86       1,189,090.32      04/13/05         06/01/05
  24        5.16000      0.03995      5.12006      Actual/360        92,803.03       1,113,636.36      04/13/05         06/01/05
  25        5.21000      0.02180      5.18820      Actual/360        93,453.89       1,121,446.68      05/26/05         07/06/05
  26        4.59000      0.02110      4.56890      Actual/360        64,570.78        774,849.36       06/13/05         08/01/05
 26.1
 26.2
 26.3
 26.4
 26.5
 26.6
 26.7
  27        5.69000      0.02110      5.66890      Actual/360        92,762.70       1,113,152.40      07/14/05         09/01/05
  28        5.06000      0.02180      5.03820      Actual/360        82,155.17        985,862.04       05/31/05         07/06/05
  29        5.38000      0.02110      5.35890      Actual/360        81,801.32        981,615.84       06/24/05         08/11/05
  30        5.15000      0.02110      5.12890      Actual/360        77,808.74        933,704.88       07/25/05         09/01/05
  31        5.24000      0.07110      5.16890      Actual/360        77,221.83        926,661.96       08/09/05         10/01/05
  32        5.01800      0.04393      4.97407      Actual/360        74,125.69        889,508.28       04/22/05         06/01/05
  33        4.56000      0.02110      4.53890        30/360          51,257.43        615,089.16       05/31/05         07/11/05
  34        4.59000      0.02110      4.56890        30/360          49,017.38        588,208.56       06/06/05         07/11/05
  35        5.12000      0.08110      5.03890      Actual/360        69,654.96        835,859.52       07/15/05         09/01/05
  36        5.21000      0.08110      5.12890      Actual/360        69,199.86        830,398.33       08/05/05         10/01/05
 36.1
 36.2
 36.3
  37        5.43000      0.07640      5.35360      Actual/360        69,017.10        828,205.20       07/15/05         09/01/05
  38        5.29000      0.07780      5.21220      Actual/360        66,562.06        798,744.72       07/13/05         09/01/05
  39        5.16000      0.02110      5.13890      Actual/360        65,323.78        783,885.36       07/18/05         09/01/05
  40        5.04000      0.02110      5.01890      Actual/360        62,555.19        750,662.28       08/09/05         09/11/05
  41        5.26000      0.02110      5.23890      Actual/360        63,712.88        764,554.56       08/09/05         10/01/05
  42        5.00000      0.02110      4.97890        30/360          47,707.29        572,487.48       05/26/05         07/11/05
  43        5.26000      0.04806      5.21194      Actual/360        62,607.23        751,286.76       04/13/05         06/01/05
  44        5.15000      0.02110      5.12890      Actual/360        61,700.96        740,411.52       04/27/05         06/01/05
  45        5.43000      0.02110      5.40890      Actual/360        61,974.54        743,694.48       08/01/05         09/01/05
  46        5.28000      0.02110      5.25890      Actual/360        60,392.90        724,714.80       06/08/05         07/11/05
  47        5.06000      0.02110      5.03890      Actual/360        54,049.45        648,593.40       06/23/05         08/01/05
  48        5.42000      0.02180      5.39820      Actual/360        55,152.43        661,829.16       06/24/05         08/11/05
  49        5.46000      0.11110      5.34890      Actual/360        54,267.06        651,204.72       06/15/05         08/01/05
  50        5.05000      0.02110      5.02890      Actual/360        50,748.87        608,986.44       07/27/05         09/11/05
  51        5.55000      0.02110      5.52890      Actual/360        53,524.69        642,296.28       05/17/05         07/11/05
  52        5.11000      0.05010      5.05990      Actual/360        49,898.13        598,777.56       04/13/05         06/01/05
  53        5.20000      0.07110      5.12890      Actual/360        39,541.67        474,500.04       08/09/05         10/01/05
  54        4.92000      0.02110      4.89890      Actual/360        47,874.87        574,498.44       06/29/05         08/01/05
  55        5.26800      0.04910      5.21890      Actual/360        49,313.36        591,760.32       04/13/05         06/01/05
  56        5.18000      0.02110      5.15890      Actual/360        47,062.55        564,750.60       04/19/05         06/11/05
  57        4.83000      0.02110      4.80890        30/360          33,810.00        405,720.00       05/20/05         07/01/05
  58        5.46000      0.11110      5.34890      Actual/360        47,483.68        569,804.16       06/15/05         08/01/05
  59        5.04000      0.02110      5.01890      Actual/360        44,489.69        533,876.28       08/09/05         09/11/05
  60        5.31000      0.05410      5.25590      Actual/360        43,362.21        520,346.52       04/13/05         06/01/05
  61        4.98000      0.07110      4.90890      Actual/360        40,170.00        482,040.00       07/27/05         09/01/05
  62        5.45000      0.02110      5.42890      Actual/360        45,832.88        549,994.56       05/27/05         07/01/05
  63        5.30000      0.02110      5.27890      Actual/360        40,537.24        486,446.88       06/29/05         08/11/05
  64        5.00000      0.02110      4.97890      Actual/360        42,382.78        508,593.36       07/27/05         09/01/05
  65        5.17000      0.02110      5.14890      Actual/360        39,402.66        472,831.92       05/26/05         07/01/05
  66        5.46000      0.05110      5.40890      Actual/360        38,891.39        466,696.68       05/13/05         07/01/05
  67        5.04000      0.02110      5.01890      Actual/360        36,670.29        440,043.48       08/09/05         09/11/05
  68        4.95000      0.02110      4.92890      Actual/360        36,029.47        432,353.64       07/01/05         08/01/05
  69        5.27000      0.02110      5.24890      Actual/360        37,080.69        444,968.28       07/08/05         09/01/05
  70        5.58000      0.07110      5.50890      Actual/360        38,449.77        461,397.24       07/08/05         09/01/05
  71        5.66000      0.02180      5.63820      Actual/360        38,139.29        457,671.48       07/06/05         08/11/05
  72        6.29000      0.02110      6.26890      Actual/360        43,370.44        520,445.28       05/10/05         07/01/05
  73        5.05000      0.02110      5.02890      Actual/360        35,092.30        421,107.60       06/20/05         08/01/05
  74        5.05000      0.02110      5.02890      Actual/360        34,795.37        417,544.44       07/25/05         09/11/05
  75        5.20000      0.02110      5.17890      Actual/360        28,118.52        337,422.24       07/11/05         08/11/05
  76        4.78000      0.02110      4.75890        30/360          25,095.00        301,140.00       05/18/05         07/11/05
  77        5.58000      0.02110      5.55890      Actual/360        37,077.42        444,929.04       06/01/05         07/01/05
  78        5.44000      0.02110      5.41890      Actual/360        28,497.04        341,964.48       05/13/05         07/01/05
  79        5.00000      0.09110      4.90890      Actual/360        33,282.94        399,395.28       07/12/05         09/01/05
  80        5.36000      0.02110      5.33890      Actual/360        34,660.26        415,923.13       08/19/05         10/01/05
  81        5.04000      0.02110      5.01890      Actual/360        33,165.04        397,980.48       08/09/05         09/11/05
  82        5.20000      0.07110      5.12890      Actual/360        33,495.76        401,949.12       07/07/05         09/01/05
  83        5.00000      0.02110      4.97890        30/360          25,197.92        302,375.04       07/08/05         08/11/05
  84        5.28000      0.02110      5.25890      Actual/360        33,243.80        398,925.60       07/08/05         09/01/05
  85        5.34000      0.07110      5.26890      Actual/360        33,467.47        401,609.64       06/23/05         08/01/05
  86        5.04000      0.02110      5.01890      Actual/360        32,140.43        385,685.16       08/09/05         09/11/05
  87        5.04500      0.02110      5.02390      Actual/360        32,050.77        384,609.24       06/14/05         08/01/05
  88        6.32500      0.02110      6.30390      Actual/360        36,305.30        435,663.60       04/13/05         06/01/05
  89        5.16000      0.07110      5.08890      Actual/360        31,705.27        380,463.24       07/06/05         09/01/05
  90        5.00000      0.02110      4.97890      Actual/360        30,867.24        370,406.88       05/24/05         07/11/05
  91        5.53000      0.02110      5.50890      Actual/360        32,471.34        389,656.08       08/19/05         10/11/05
  92        4.99000      0.02110      4.96890      Actual/360        29,223.48        350,681.76       07/15/05         09/01/05
  93        5.25000      0.02110      5.22890      Actual/360        28,714.59        344,575.08       05/26/05         07/01/05
  94        5.21000      0.02180      5.18820      Actual/360        28,036.17        336,434.04       05/31/05         07/11/05
  95        5.34000      0.02110      5.31890      Actual/360        27,889.56        334,674.72       06/23/05         08/01/05
  96        5.21000      0.02110      5.18890      Actual/360        27,486.44        329,837.28       07/28/05         09/01/05
  97        5.02000      0.02110      4.99890        30/360          20,766.08        249,192.96       06/14/05         08/01/05
  98        5.21100      0.05110      5.15990      Actual/360        26,939.74        323,276.88       06/30/05         08/01/05
  99        5.38000      0.02110      5.35890      Actual/360        27,341.81        328,101.72       05/13/05         07/01/05
 99.1
 99.2
  100       5.30000      0.02110      5.27890      Actual/360        26,654.62        319,855.44       06/24/05         08/01/05
  101       5.20000      0.02110      5.17890      Actual/360        25,945.49        311,345.88       07/15/05         09/01/05
  102       5.25000      0.02110      5.22890      Actual/360        24,849.17        298,190.04       05/26/05         07/01/05
  103       5.70000      0.02110      5.67890      Actual/360        26,118.02        313,416.24       05/05/05         07/01/05
  104       4.96000      0.02180      4.93820      Actual/360        23,822.65        285,871.80       05/24/05         07/06/05
  105       5.21100      0.05110      5.15990      Actual/360        24,399.71        292,796.52       06/30/05         08/01/05
  106       5.60200      0.02110      5.58090      Actual/360        20,825.95        249,911.40       06/06/05         08/01/05
  107       5.56500      0.02110      5.54390      Actual/360        24,304.64        291,655.68       06/23/05         08/01/05
  108       5.30000      0.02110      5.27890      Actual/360        23,544.92        282,539.04       06/29/05         08/11/05
  109       5.34000      0.02110      5.31890      Actual/360        23,427.23        281,126.76       07/19/05         09/01/05
  110       5.61000      0.02110      5.58890      Actual/360        23,706.78        284,481.36       06/28/05         08/01/05
  111       5.63000      0.02110      5.60890      Actual/360        23,614.86        283,378.32       06/02/05         08/11/05
  112       5.38000      0.02110      5.35890      Actual/360        22,635.43        271,625.16       05/19/05         07/01/05
  113       5.08000      0.07110      5.00890      Actual/360        21,668.86        260,026.32       07/25/05         09/01/05
  114       5.04000      0.02110      5.01890      Actual/360        21,139.34        253,672.08       08/09/05         09/11/05
  115       5.47000      0.02110      5.44890      Actual/360        22,070.42        264,845.04       05/27/05         07/11/05
  116       5.20000      0.02110      5.17890      Actual/360        21,140.77        253,689.24       07/14/05         09/11/05
  117       5.56000      0.01110      5.54890      Actual/360        22,005.03        264,060.36       06/03/05         08/01/05
  118       5.29000      0.02110      5.26890      Actual/360        21,299.86        255,598.32       07/28/05         09/11/05
  119       5.60000      0.02110      5.57890      Actual/360        21,860.93        262,331.16       06/01/05         07/01/05
  120       5.68000      0.02180      5.65820      Actual/360        22,007.08        264,084.96       07/22/05         09/11/05
  121       5.44000      0.02110      5.41890      Actual/360        23,199.36        278,392.32       05/16/05         07/01/05
  122       5.12000      0.11110      5.00890      Actual/360        20,406.73        244,880.76       07/12/05         09/01/05
  123       5.21100      0.05110      5.15990      Actual/360        20,562.17        246,746.04       06/30/05         08/01/05
  124       5.26000      0.02180      5.23820      Actual/360        20,592.67        247,112.04       08/04/05         10/11/05
  125       5.27000      0.07110      5.19890      Actual/360        20,588.08        247,056.96       06/28/05         08/01/05
  126       5.04000      0.02110      5.01890      Actual/360        19,845.10        238,141.20       08/09/05         09/11/05
  127       5.82000      0.02110      5.79890      Actual/360        23,117.03        277,404.36       05/18/05         07/01/05
  128       5.30000      0.11110      5.18890      Actual/360        19,990.97        239,891.64       06/09/05         08/01/05
  129       5.32000      0.02110      5.29890      Actual/360        20,035.70        240,428.40       06/15/05         08/11/05
  130       4.61000      0.02110      4.58890        30/360          13,714.75        164,577.00       08/05/05         09/11/05
  131       5.38000      0.02110      5.35890      Actual/360        19,749.98        236,999.76       07/05/05         08/11/05
  132       5.38000      0.06110      5.31890      Actual/360        19,609.90        235,318.80       07/26/05         09/01/05
  133       5.75000      0.02110      5.72890      Actual/360        22,018.72        264,224.64       01/04/05         03/01/05
  134       5.20000      0.11110      5.08890      Actual/360        18,944.33        227,331.96       08/01/05         09/01/05
  135       5.55000      0.02110      5.52890      Actual/360        19,697.09        236,365.08       06/03/05         07/11/05
  136       5.30000      0.02110      5.27890      Actual/360        18,658.24        223,898.88       06/29/05         08/11/05
  137       5.27000      0.02110      5.24890      Actual/360        18,540.34        222,484.08       07/22/05         09/01/05
  138       5.28000      0.02110      5.25890      Actual/360        18,561.12        222,733.44       06/30/05         08/11/05
  139       5.63000      0.02110      5.60890      Actual/360        19,007.08        228,084.96       07/05/05         09/01/05
  140       5.67000      0.02110      5.64890      Actual/360        19,090.52        229,086.24       06/17/05         08/01/05
  141       5.45000      0.02180      5.42820      Actual/360        18,277.91        219,334.92       08/10/05         10/06/05
  142       5.27000      0.07110      5.19890      Actual/360        17,931.56        215,178.72       06/30/05         08/01/05
  143       5.21100      0.05110      5.15990      Actual/360        17,483.34        209,800.08       06/30/05         08/01/05
  144       5.00000      0.02110      4.97890      Actual/360        16,909.88        202,918.56       07/12/05         09/11/05
  145       6.03000      0.02110      6.00890      Actual/360        18,946.64        227,359.68       05/27/05         07/01/05
  146       5.10000      0.02110      5.07890      Actual/360        16,967.18        203,606.16       06/17/05         08/11/05
  147       5.31000      0.07110      5.23890      Actual/360        17,233.70        206,804.40       05/27/05         07/01/05
  148       5.04000      0.02110      5.01890      Actual/360        16,609.48        199,313.76       08/09/05         09/11/05
  149       4.85000      0.02110      4.82890      Actual/360        12,600.74        151,208.88       07/12/05         09/01/05
  150       5.45000      0.02110      5.42890      Actual/360        17,052.61        204,631.32       07/29/05         09/11/05
  151       5.66000      0.02110      5.63890      Actual/360        17,336.04        208,032.48       06/13/05         08/11/05
  152       5.41000      0.02110      5.38890      Actual/360        16,864.66        202,375.92       06/17/05         08/01/05
  153       5.70000      0.02110      5.67890      Actual/360        17,121.81        205,461.72       06/08/05         08/01/05
  154       5.45000      0.02110      5.42890      Actual/360        16,375.02        196,500.24       06/24/05         08/01/05
  155       5.35000      0.02110      5.32890      Actual/360        19,533.98        234,407.76       07/12/05         09/01/05
  156       5.74300      0.02110      5.72190      Actual/360        17,948.91        215,386.92       06/14/05         08/01/05
  157       5.78000      0.02110      5.75890      Actual/360        16,744.73        200,936.76       05/27/05         07/01/05
  158       5.45000      0.02110      5.42890      Actual/360        16,149.16        193,789.92       05/25/05         07/01/05
  159       5.44000      0.02110      5.41890      Actual/360        16,074.86        192,898.32       06/13/05         08/01/05
  160       5.40000      0.02110      5.37890      Actual/360        15,722.86        188,674.32       06/30/05         08/01/05
  161       5.21100      0.05110      5.15990      Actual/360        15,394.14        184,729.68       06/30/05         08/01/05
  162       6.01000      0.02110      5.98890      Actual/360        17,896.33        214,755.96       06/09/05         08/01/05
  163       5.04000      0.02110      5.01890      Actual/360        14,883.82        178,605.84       08/09/05         09/11/05
  164       5.21000      0.02110      5.18890      Actual/360        16,414.48        196,973.76       06/30/05         08/01/05
  165       5.22000      0.02110      5.19890      Actual/360        14,969.44        179,633.28       07/22/05         09/01/05
  166       5.50000      0.02110      5.47890      Actual/360        18,572.96        222,875.52       08/06/05         09/11/05
  167       5.32000      0.02110      5.29890      Actual/360        15,026.78        180,321.36       05/18/05         07/11/05
  168       4.75000      0.02110      4.72890      Actual/360        13,954.07        167,448.84       08/09/05         09/11/05
  169       5.22000      0.02110      5.19890      Actual/360        14,584.20        175,010.40       07/06/05         09/05/05
  170       5.82000      0.02110      5.79890      Actual/360        15,553.32        186,639.84       06/17/05         08/01/05
 170.1
 170.2
 170.3
  171       5.41000      0.02110      5.38890      Actual/360        14,616.03        175,392.36       06/20/05         08/11/05
  172       4.85000      0.02110      4.82890      Actual/360        10,572.33        126,867.96       07/12/05         09/01/05
  173       5.21100      0.05110      5.15990      Actual/360        14,184.60        170,215.20       06/30/05         08/01/05
  174       5.21000      0.02110      5.18890      Actual/360        15,220.70        182,648.40       06/30/05         08/01/05
  175       5.32000      0.02110      5.29890      Actual/360        14,136.30        169,635.60       06/15/05         08/01/05
  176       5.21100      0.05110      5.15990      Actual/360        13,964.68        167,576.16       06/30/05         08/01/05
  177       5.64500      0.02110      5.62390      Actual/360        14,422.99        173,075.93       08/04/05         10/01/05
  178       5.25000      0.02110      5.22890      Actual/360        13,805.09        165,661.08       06/24/05         08/01/05
  179       5.18000      0.02110      5.15890      Actual/360        13,696.90        164,362.80       07/08/05         08/11/05
  180       5.51000      0.02110      5.48890      Actual/360        14,125.15        169,501.80       07/08/05         09/01/05
  181       5.35000      0.02110      5.32890      Actual/360        13,820.74        165,848.88       07/01/05         08/01/05
  182       5.19000      0.02110      5.16890      Actual/360        13,520.36        162,244.32       07/18/05         09/01/05
  183       5.04000      0.02110      5.01890      Actual/360        12,942.45        155,309.40       08/09/05         09/11/05
  184       5.55000      0.02110      5.52890      Actual/360        13,702.32        164,427.84       06/02/05         08/01/05
  185       5.53000      0.02180      5.50820      Actual/360        13,672.14        164,065.68       05/27/05         07/11/05
  186       5.16000      0.07110      5.08890      Actual/360        13,086.62        157,039.46       08/15/05         10/01/05
  187       5.04000      0.02110      5.01890      Actual/360        12,807.64        153,691.68       08/09/05         09/11/05
  188       5.81000      0.11110      5.69890      Actual/360        13,509.97        162,119.64       07/01/05         08/01/05
  189       5.66000      0.02110      5.63890      Actual/360        14,344.62        172,135.44       06/01/05         07/01/05
  190       5.29000      0.07110      5.21890      Actual/360        12,480.39        149,764.68       06/20/05         08/01/05
  191