PROSPECTUS SUPPLEMENT                    (TO PROSPECTUS DATED NOVEMBER 23, 2004)


                           $922,974,000 (APPROXIMATE)

           BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES TRUST 2004-PWR6
                                    as Issuer


         SERIES 2004-PWR6 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
               CLASSES A-1, A-2, A-3, A-4, A-5, A-6, X-2 AND A-J



              BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                                 as Depositor


                    PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
                     BEAR STEARNS COMMERCIAL MORTGAGE, INC.
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                        NATIONWIDE LIFE INSURANCE COMPANY
                            as Mortgage Loan Sellers

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

     We, Bear Stearns Commercial Mortgage Securities II Inc., are establishing
a trust fund. The offered certificates are mortgage-backed securities issued by
the trust fund. Only the classes of mortgage pass-through certificates listed
above are being offered by this prospectus supplement and the accompanying
prospectus. The offered certificates are not obligations of us, any of the
mortgage loan sellers, any of our or their respective affiliates or any other
person, and are not guaranteed or insured by any person, including any private
or governmental insurer.

     The trust fund will consist of a pool of 95 commercial and multifamily
first mortgage loans, with an initial mortgage pool balance of approximately
$1,067,021,986.

     The trust fund will issue 25 classes of commercial mortgage pass-through
certificates, 8 of which are being offered by this prospectus supplement. The
offered certificates will accrue interest from December 1, 2004.

     INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. YOU SHOULD REVIEW
CAREFULLY THE FACTORS SET FORTH UNDER "RISK FACTORS" COMMENCING ON PAGE S-28 OF
THIS PROSPECTUS SUPPLEMENT AND PAGE 2 IN THE ACCOMPANYING PROSPECTUS.

     This prospectus supplement may be used to offer and sell the offered
certificates only if it is accompanied by our prospectus dated November 23,
2004.

     No one will list the offered certificates on any national securities
exchange or any automated quotation system of any registered securities
association. The Securities and Exchange Commission and state securities
regulators have not approved or disapproved the certificates offered to you or
determined if this prospectus supplement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.


                              -------------------
     Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated, Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Brokerage Services,
LLC are the underwriters of this offering. Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated will act as co-lead and co-bookrunning managers and
Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Brokerage
Services, LLC will act as co-managers. We will sell the offered certificates to
the underwriters, which will sell their respective allotments of those
certificates from time to time in negotiated transactions or otherwise at
varying prices to be determined at the time of sale. The underwriters expect to
deliver the offered certificates to purchasers on or about December 21, 2004.
We expect to receive from this offering approximately $967,182,324 in sale
proceeds, plus accrued interest on the offered certificates from and including
December 1, 2004, before deducting expenses payable by us.


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

BEAR, STEARNS & CO. INC.                                          MORGAN STANLEY

MERRILL LYNCH & CO.                          WELLS FARGO BROKERAGE SERVICES, LLC

          The date of this prospectus supplement is December 8, 2004.

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.

         SERIES 2004-PWR6 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                      GEOGRAPHIC OVERVIEW OF MORTGAGE POOL


NEW YORK                      NEVADA                        FLORIDA
3 properties                  2 properties                  6 properties
$130,193,147                  $7,633,133                    $82,787,665
12.2% of total                0.7% of total                 7.8% of total

PENNSYLVANIA                  NORTHERN CALIFORNIA           GEORGIA
7 properties                  6 properties                  1 property
$65,804,346                   $37,556,573                   $5,436,989
6.2% of total                 3.5% of total                 0.5% of total

OHIO                          SOUTHERN CALIFORNIA           SOUTH CAROLINA
2 properties                  19 properties                 1 property
$62,569,754                   $90,368,162                   $3,270,317
5.9% of total                 8.5% of total                 0.3% of total

MICHIGAN                      ARIZONA                       NORTH CAROLINA
3 properties                  6 properties                  1 property
$18,686,838                   $17,550,989                   $20,000,000
1.8% of total                 1.6% of total                 1.9% of total

ILLINOIS                      COLORADO                      VIRGINIA
3 properties                  11 properties                 1 property
$17,065,659                   $21,369,470                   $24,000,000
1.6% of total                 2.0% of total                 2.2% of total

MINNESOTA                     NEW MEXICO                    MARYLAND
2 properties                  3 properties                  1 property
$23,503,733                   $11,033,817                   $11,316,800
2.2% of total                 1.0% of total                 1.1% of total

NEBRASKA                      TEXAS                         DISTRICT OF COLUMBIA
1 property                    7 properties                  1 property
$3,596,198                    $155,621,815                  $49,914,589
0.3% of total                 14.6% of total                4.7% of total

UTAH                          LOUISIANA                     NEW JERSEY
3 properties                  1 property                    12 properties
$34,131,301                   $5,040,000                    $55,029,910
3.2% of total                 0.5% of total                 5.2% of total

WASHINGTON                    KENTUCKY                      CONNECTICUT
3 properties                  1 property                    2 properties
$19,758,059                   $4,429,924                    $21,167,504
1.9% of total                 0.4% of total                 2.0% of total

ALASKA                        ALABAMA                       MASSACHUSETTS
3 properties                  1 property                    3 properties
$22,800,000                   $5,772,527                    $39,612,766
2.1% of total                 0.5% of total                 3.7% of total


                                    --------------------------------------------
                                      [ ] < 1.00% of Cut-Off Date Balance

                                      [ ] 1.00% - 5.00% of Cut-Off Date Balance

                                      [ ] 5.01% - 10.00% of Cut-Off Date Balance

                                      [ ] > 10.00% of Cut-Off Date Balance
                                    --------------------------------------------

11 PENN PLAZA                                HIGHLAND VILLAGE


[11 PENN PLAZA PICTURE]                      [HIGHLAND VILLAGE PICTURE]


New York, NY                                 Houston, TX






ETON COLLECTION                              METROPOLITAN APARTMENTS


[ETON COLLECTION PICTURE]                    [METROPOLITAN APARTMENTS PICTURE]


Woodmere, OH                                 Tacoma, WA






LINCOLN SQUARE                               HILTON SANDESTIN BEACH GOLF
                                             RESORT & SPA

[LINCOLN SQUARE PICTURE]                     [HILTON SANDESTIN BEACH GOLF
                                             RESORT & SPA PICTURE]

Washington, DC                               Destin, FL

BAMC BUILDING                                PLYMOUTH SQUARE SHOPPING CENTER


[BAMC BUILDING PICTURE]                      [PLYMOUTH SQUARE SHOPPING CENTER
                                             PICTURE]


San Antonio, TX                              Plymouth Meeting, PA





WATERFRONT I & II                            SHAKLEE CORPORATION


[WATERFRONT I & II PICTURES]                 [SHAKLEE CORPORATION PICTURE]


Alexandria, VA                               Pleasanton, CA






THE POINTE AT 53RD                           CARUTH PLAZA


[THE POINTE AT 53RD PICTURE]                 [CARUTH PLAZA PICTURE]


Murray, UT                                   Dallas, TX



                                TABLE OF CONTENTS
                                                                            PAGE
                                                                            ----
                              PROSPECTUS SUPPLEMENT
                              ---------------------

Important Notice About Information Presented in this
    Prospectus Supplement and the Accompanying Prospectus....................S-4
Where You Can Find More Information..........................................S-4
Notices to Residents of the United Kingdom...................................S-5
Dealer Prospectus Delivery Obligation........................................S-5
Summary......................................................................S-6
Risk Factors................................................................S-28
Capitalized Terms Used in this Prospectus Supplement........................S-52
Forward-Looking Statements..................................................S-53
Bear Stearns Commercial Mortgage Securities II Inc..........................S-53
Description of the Offered Certificates.....................................S-53
Yield and Maturity Considerations...........................................S-78
Description of the Mortgage Pool............................................S-87
Servicing of the Mortgage Loans Under the Series 2004-PWR6
    Pooling and Servicing Agreement........................................S-110
Intercreditor and Servicing Arrangements Regarding the
Non-Trust-Serviced Pooled Mortgage Loan....................................S-132
Material Federal Income Tax Consequences...................................S-135
ERISA Considerations.......................................................S-137
Legal Investment...........................................................S-140
Use of Proceeds............................................................S-141
Plan of Distribution.......................................................S-141
Legal Matters..............................................................S-142
Ratings....................................................................S-142
Glossary...................................................................S-144

Schedule A:       Amortization Schedules...................................Sch-1

Schedule B:       IO Reference Rates.......................................Sch-8

Appendix A:       Mortgage Pool Information (Tables).........................A-1

Appendix B:       Certain Characteristics of the Mortgage
                  Loans and Mortgaged Properties ............................B-1

Appendix C:       Summaries of the Ten Largest Mortgage Loans................C-1

Appendix D:       Term Sheet.................................................D-1

Appendix E:       Global Clearance, Settlement and Tax
                  Documentation Procedures...................................E-1

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





              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
              PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS


         Information about the offered certificates is provided in two separate
documents that progressively provide more detail:

         o     the accompanying prospectus, which provides general information,
               some of which may not apply to a particular class of offered
               certificates, including your class; and

         o     this prospectus supplement, which describes the specific terms of
               your class of offered certificates.

         You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. You should read both this prospectus
supplement and the accompanying prospectus before investing in any of the
offered certificates.

         No dealer, salesperson or other person has been authorized to give any
information or to make any representation not contained in this prospectus
supplement or the accompanying prospectus and, if given or made, that
information or representation must not be relied upon as having been authorized
by us or the underwriters. This prospectus supplement and the accompanying
prospectus do not constitute an offer to sell or a solicitation of an offer to
buy any of the offered certificates in any jurisdiction to any person to whom it
is unlawful to make those offers in that jurisdiction. Neither the delivery of
this prospectus supplement nor any sale made under this prospectus supplement
shall, under any circumstances, create an implication that the information in
this prospectus supplement is correct as of any time subsequent to the date
hereof or that there has been no change in our affairs since the date hereof.

         If the description of the offered certificates varies between this
prospectus supplement and the accompanying prospectus, you should rely on the
information in this prospectus supplement.

         Cross-references are included in this prospectus supplement and in the
accompanying prospectus which direct you to more detailed descriptions of a
particular topic. You can also find references to key topics in the table of
contents in this prospectus supplement on page S-3 and the table of contents in
the accompanying prospectus on page ii. You can find the definitions of
capitalized terms that are used in this prospectus supplement under the caption
"Glossary" beginning on page S-144 in this prospectus supplement and the
definitions of capitalized terms that are used in the accompanying prospectus
under the caption "Glossary" beginning on page 108 in the accompanying
prospectus.

         In this prospectus supplement, the terms "depositor", "we" and "us"
refer to Bear Stearns Commercial Mortgage Securities II Inc.

         The series 2004-PWR6 certificates are not obligations of us or any of
our affiliates.

                       WHERE YOU CAN FIND MORE INFORMATION


         We have filed with the SEC a registration statement, including the
accompanying prospectus and a form of this prospectus supplement. The
accompanying prospectus and this prospectus supplement do not contain all of the
information contained in the registration statement. For further information
regarding the documents referred to in the accompanying prospectus and this
prospectus supplement, you should refer to the registration statement and the
exhibits to the registration statement. The registration statement and the
exhibits to the registration statement can be inspected and copied at prescribed
rates at the Public Reference Room of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549. In addition, the SEC maintains a public access site on
the Internet through the World Wide Web at which site reports, information
statements and other information, including all electronic filings, may be
viewed. The Internet address of the World Wide Web site is http://www.sec.gov.

         The SEC allows us to "incorporate by reference" information that we
file with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by

                                      S-4


reference is considered to be part of the accompanying prospectus and this
prospectus supplement. Information that we file later with the SEC will
automatically update the information in the accompanying prospectus and this
prospectus supplement. In all cases, you should rely on the later information
over different information included in the accompanying prospectus or this
prospectus supplement. We incorporate by reference any future annual, monthly
and special reports and proxy materials filed with respect to the trust fund
until we terminate offering the offered certificates. We have determined that
our financial statements are not material to the offering of any of the offered
certificates. See "Financial Information" in the accompanying prospectus. As a
recipient of this prospectus supplement, you may request a copy of any document
we incorporate by reference, except exhibits to the documents, unless the
exhibits are specifically incorporated by reference, at no cost, by writing or
calling: Bear Stearns Commercial Mortgage Securities II Inc., 383 Madison
Avenue, New York, New York 10179; Attention: J. Christopher Hoeffel, (212)
272-2000.

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

                   NOTICES TO RESIDENTS OF THE UNITED KINGDOM


         The trust fund described in this prospectus supplement is a collective
investment scheme as defined in the Financial Services and Markets Act 2000
("FSMA") of the United Kingdom. It has not been authorized, or otherwise
recognized or approved by the United Kingdom's Financial Services Authority and,
as an unregulated collective investment scheme, accordingly cannot be marketed
in the United Kingdom to the general public.

         The distribution of this prospectus supplement (A) if made by a person
who is not an authorized person under the FSMA, is being made only to, or
directed only at, persons who (i) are outside the United Kingdom, or (ii) have
professional experience in matters relating to investments, or (iii) are persons
falling within Article 49(2)(a) through (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2001 (all such persons together being referred
to as "FPO Persons"); and (B) if made by a person who is an authorized person
under the FSMA, is being made only to, or directed only at, persons who (i) are
outside the United Kingdom, or (ii) have professional experience in
participating in unregulated collective investment schemes, or (iii) are persons
falling within Article 22(2)(a) through (d) ("high net worth companies,
unincorporated associations, etc.") of the Financial Services and Markets Act
2000 (Promotion of Collective Investment Schemes) (Exemptions) Order 2001 (all
such persons together being referred to as "PCIS Persons" and, together with the
FPO Persons, the "Relevant Persons"). This prospectus supplement must not be
acted on or relied on by persons who are not Relevant Persons. Any investment or
investment activity to which this prospectus supplement relates, including the
offered certificates, is available only to Relevant Persons and will be engaged
in only with Relevant Persons.

         Potential investors in the United Kingdom are advised that all, or
most, of the protections afforded by the United Kingdom regulatory system will
not apply to an investment in the trust fund described in this prospectus
supplement and that compensation will not be available under the United Kingdom
Financial Services Compensation Scheme.

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

                      DEALER PROSPECTUS DELIVERY OBLIGATION


         Until 90 days after the date of this prospectus supplement, all dealers
effecting transactions in the offered certificates, whether or not participating
in this distribution, may be required to deliver a prospectus supplement and the
accompanying prospectus. This is in addition to the obligation of dealers acting
as underwriters to deliver a prospectus supplement and the accompanying
prospectus with respect to their unsold allotments and subscriptions.

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


                                      S-5


                                     SUMMARY


         The following summary is a short description of the main terms of the
offered certificates and the pooled mortgage loans. This summary does not
contain all of the information that may be important to you. To fully understand
the terms of the offered certificates and the pooled mortgage loans, you will
need to read both this prospectus supplement and the accompanying prospectus.

                  OVERVIEW OF THE SERIES 2004-PWR6 CERTIFICATES
                  ---------------------------------------------

         The offered certificates will be part of a series of commercial
mortgage pass-through certificates designated as the series 2004-PWR6 Commercial
Mortgage Pass-Through Certificates. The series 2004-PWR6 certificates will
consist of 25 classes. The immediately following table identifies and specifies
various characteristics for those classes of series 2004-PWR6 certificates that
bear interest.

                  SERIES 2004-PWR6 COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATE
                  -------------------------------------------------------------


                                                        APPROX. %
                      APPROX. %        APPROX.         OF INITIAL                      INITIAL   WEIGHTED
                        TOTAL        INITIAL TOTAL      MORTGAGE                        PASS-     AVERAGE
          RATINGS       CREDIT     PRINCIPAL BALANCE      POOL        PASS-THROUGH     THROUGH     LIFE        PRINCIPAL
CLASS   MOODY'S/S&P    SUPPORT    OR NOTIONAL AMOUNT     BALANCE    RATE DESCRIPTION     RATE     (YEARS)       WINDOW
-----   -----------   ---------   ------------------   ----------   ----------------   -------   --------   -------------

Offered Certificates
A-1     Aaa/AAA      20.000%      $    66,795,000        6.260%          Fixed          3.688%     2.14     1/05 - 1/09
A-2     Aaa/AAA      20.000%      $    47,691,000        4.470%          Fixed          4.133%     4.55     1/09 - 10/09
A-3     Aaa/AAA      20.000%      $    45,882,000        4.300%          Fixed          4.355%     5.81    10/09 - 10/11
A-4     Aaa/AAA      20.000%      $   125,418,000       11.754%          Fixed          4.521%     6.96    10/11 - 12/11
A-5     Aaa/AAA      20.000%      $    55,780,000        5.228%          Fixed          4.705%     8.28     12/11 - 4/14
A-6     Aaa/AAA      20.000%      $   512,051,000       47.989%          Fixed          4.825%     9.78     4/14 - 11/14
X-2     Aaa/AAA        N/A        $ 1,031,522,000         N/A         Variable IO       0.732%     6.00         N/A
A-J     Aaa/AAA      13.500%      $    69,357,000        6.500%          Fixed          4.868%     9.92    11/14 - 12/14

Certificates Not Offered
X-1     Aaa/AAA        N/A        $ 1,067,021,986         N/A         Variable IO       0.067%     9.03         N/A
B       Aa2/AA       10.375%      $    33,344,000        3.125%         WAC Cap         4.945%    10.25     12/14 - 7/16
C       Aa3/AA-       9.375%      $    10,670,000        1.000%         WAC Cap         5.119%    12.24     7/16 - 11/17
D        A2/A         7.875%      $    16,006,000        1.500%         WAC Cap         5.279%    13.77     11/17 - 4/19
E        A3/A-        6.875%      $    10,670,000        1.000%         WAC Cap         5.406%    14.31     4/19 - 4/19
F      Baa1/BBB+      5.500%      $    14,671,000        1.375%        WAC-0.030%       5.445%    14.31     4/19 - 4/19
G      Baa2/BBB       4.625%      $     9,337,000        0.875%           WAC           5.475%    14.32     4/19 - 5/19
H      Baa3/BBB-      3.250%      $    14,671,000        1.375%           WAC           5.475%    14.39     5/19 - 5/19
J       Ba1/BB+       3.000%      $     2,668,000        0.250%         WAC Cap         4.672%    14.39     5/19 - 5/19
K       Ba2/BB        2.625%      $     4,001,000        0.375%         WAC Cap         4.672%    14.40     5/19 - 6/19
L       Ba3/BB-       2.125%      $     5,335,000        0.500%         WAC Cap         4.672%    14.63     6/19 - 12/19
M        B1/B+        1.625%      $     5,335,000        0.500%         WAC Cap         4.672%    15.61     12/19 - 4/21
N        B2/B         1.250%      $     4,002,000        0.375%         WAC Cap         4.672%    16.77     4/21 - 3/22
P        B3/B-        1.125%      $     1,333,000        0.125%         WAC Cap         4.672%    17.40     3/22 - 7/22
Q        NR/NR        0.000%      $    12,004,986        1.125%         WAC Cap         4.672%    18.86     7/22 - 11/24


--------------------------------------------------------------------------------
      In reviewing the foregoing table, prospective investors should note that--

         o     The class A-1, A-2, A-3, A-4, A-5, A-6, A-J, B, C, D, E, F, G, H,
               J, K, L, M, N, P and Q certificates are the only series 2004-PWR6
               certificates with principal balances. The class X-1 and X-2
               certificates do not have principal balances. They are
               interest-only certificates and will accrue interest on a notional
               amount. The class X-1 certificates will have a total notional
               amount equal to the total principal balance of the certificates
               with principal balances outstanding from time to time. The class
               X-2 certificates will have a total notional amount equal to the
               total principal balance of

                                      S-6


               specified classes of those principal balance certificates or
               components of those classes and those classes or components and
               their principal balances will vary over time.

         o     The actual total principal balance or notional amount, as
               applicable, of any class of series 2004- PWR6 certificates at
               initial issuance may be larger or smaller than the amount shown
               above, depending on the actual size of the initial mortgage pool
               balance or for other reasons. The actual size of the initial
               mortgage pool balance may be as much as 5% larger or smaller than
               the amount presented in this prospectus supplement.

         o     The ratings shown in the table are those of Moody's Investors
               Service, Inc. and Standard & Poor's Ratings Services, a division
               of The McGraw-Hill Companies, Inc., respectively. The rated final
               distribution date for the certificates is the distribution date
               in November 2041.

         o     The percentages indicated under the column "Approx. % Total
               Credit Support" with respect to the class A-1, A-2, A-3, A-4, A-5
               and A-6 certificates represent the approximate credit support for
               the class A-1, A-2, A-3, A-4, A-5 and A-6 certificates,
               collectively.

         o     The pass-through rates for the class A-1, A-2, A-3, A-4, A-5, A-6
               and A-J certificates will remain fixed at the initial
               pass-through rate for the respective class (described in the
               table above as "Fixed"). The pass-through rates for the class B,
               C, D, E, J, K, L, M, N, P and Q certificates will equal the
               lesser of the initial pass-through rate for the respective class
               and the weighted average of the adjusted net mortgage interest
               rates on the pooled mortgage loans from time to time (described
               in the table above as "WAC Cap"). The pass-through rate for the
               class F certificates will equal the weighted average of the
               adjusted net mortgage interest rates on the pooled mortgage loans
               from time to time minus 0.030% (described in the table above as
               "WAC-0.030%"). The pass-through rates for the class G and H
               certificates will equal the weighted average of the adjusted net
               mortgage interest rates on the pooled mortgage loans from time to
               time (described in the table above as "WAC"). The pass-through
               rates for the class X-1 and X-2 certificates are variable rates
               (which are described in the table above as "Variable IO") that
               are described in detail under "Description of the Offered
               Certificates--Distributions--Calculation of Pass-Through Rates"
               in this prospectus supplement. In the case of the class X-1 and
               X-2 certificates and each other class of certificates for which
               the pass-through rate is based upon or equal to the weighted
               average of the adjusted net mortgage rate of the pooled mortgage
               loans, the initial pass-through rate listed in the table is
               approximate. The manner of the calculation of the weighted
               average of the adjusted net mortgage interest rates on the pooled
               mortgage loans from time to time is described under the heading
               "Description of the Offered Certificates--Distributions--
               Calculation of Pass-Through Rates" in this prospectus supplement.

         o     As to any given class of certificates with a principal balance or
               notional amount, the weighted average life is the average amount
               of time in years between the assumed settlement date for the
               certificates and the payment of each dollar of principal or the
               reduction of each dollar of notional amount (as applicable) of
               that class of certificates.

         o     As to any given class of certificates with a principal balance,
               the principal window is the period during which holders of those
               certificates would receive distributions of principal.

         o     The weighted average lives and principal windows presented in the
               table above have been calculated based on, among others, the
               assumptions that (i) each pooled mortgage loan with an
               anticipated repayment date is paid in full on that date, (ii) no
               pooled mortgage loan is otherwise prepaid prior to maturity (0%
               CPR), (iii) no defaults or losses occur with respect to the
               pooled mortgage loans and (iv) no extensions of maturity dates of
               mortgage loans occur. See "Yield and Maturity Considerations--
               Weighted Average Life" in this prospectus supplement.

                                      S-7


         o     The series 2004-PWR6 certificates will also include the class R
               and V certificates, which are not presented in the table. The
               class R and V certificates do not have principal balances or
               notional amounts and do not accrue interest. The class R and V
               certificates are not offered by this prospectus supplement.

                                RELEVANT PARTIES
                                ----------------

DEPOSITOR.................................  Bear Stearns Commercial Mortgage
                                            Securities II Inc. Our principal
                                            executive offices are located at 383
                                            Madison Avenue, New York, New York
                                            10179, and our telephone number is
                                            (212) 272-2000.

MASTER SERVICERS..........................  Prudential Asset Resources, Inc.
                                            with respect to those pooled
                                            mortgage loans sold by Prudential
                                            Mortgage Capital Funding, LLC to us
                                            for deposit into the trust fund.

                                            Wells Fargo Bank, National
                                            Association with respect to those
                                            pooled mortgage loans sold by it,
                                            Bear Stearns Commercial Mortgage,
                                            Inc. and Nationwide Life Insurance
                                            Company to us for deposit into the
                                            trust fund, except as discussed
                                            under "Intercreditor and Servicing
                                            Arrangements Regarding the
                                            Non-Trust-Serviced Pooled Mortgage
                                            Loan" in this prospectus supplement.
                                            Wells Fargo Bank, National
                                            Association also will act as
                                            certificate administrator, tax
                                            administrator and certificate
                                            registrar under the series 2004-PWR6
                                            pooling and servicing agreement.

                                            Prudential Asset Resources, Inc.,
                                            will also act as servicer report
                                            administrator and in that capacity
                                            will be responsible for the assembly
                                            and combination of various reports
                                            prepared by the special servicer and
                                            the other master servicer.

                                            When we refer in this prospectus
                                            supplement to a master servicer in
                                            relation to one or more of the
                                            mortgage loans, we mean the
                                            applicable master servicer for those
                                            mortgage loans as identified above.

SPECIAL SERVICER..........................  ARCap Servicing, Inc. with respect
                                            to all of the pooled mortgage loans,
                                            except as discussed under
                                            "Intercreditor and Servicing
                                            Arrangements Regarding the
                                            Non-Trust-Serviced Pooled Mortgage
                                            Loan".

PRIMARY SERVICER..........................  Nationwide Life Insurance Company
                                            with respect to all of the pooled
                                            mortgage loans sold by it to us for
                                            deposit into the trust fund.

CERTIFICATE ADMINISTRATOR, TAX
ADMINISTRATOR AND CERTIFICATE
REGISTRAR.................................  Wells Fargo Bank, National
                                            Association, which will also act as
                                            one of the master servicers.

TRUSTEE...................................  LaSalle Bank National Association, a
                                            national banking association.

FISCAL AGENT..............................  ABN AMRO Bank N.V.

MORTGAGE LOAN SELLERS.....................  Prudential Mortgage Capital Funding,
                                            LLC, as to 31 pooled mortgage loans,
                                            representing 42.6% of the initial
                                            mortgage pool balance.

                                      S-8

                                            Bear Stearns Commercial Mortgage,
                                            Inc., as to 15 pooled mortgage
                                            loans, representing 26.4% of the
                                            initial mortgage pool balance.

                                            Wells Fargo Bank, National
                                            Association, as to 41 pooled
                                            mortgage loans, representing 25.3%
                                            of the initial mortgage pool
                                            balance.

                                            Nationwide Life Insurance Company,
                                            as to 8 pooled mortgage loans,
                                            representing 5.8% of the initial
                                            mortgage pool balance.

UNDERWRITERS..............................  Bear, Stearns & Co. Inc., Morgan
                                            Stanley & Co. Incorporated, Merrill
                                            Lynch, Pierce, Fenner & Smith
                                            Incorporated and Wells Fargo
                                            Brokerage Services, LLC are the
                                            underwriters of this offering. Bear,
                                            Stearns & Co. Inc. and Morgan
                                            Stanley & Co. Incorporated will act
                                            as co-lead and co-bookrunning
                                            managers and Merrill Lynch, Pierce,
                                            Fenner & Smith Incorporated and
                                            Wells Fargo Brokerage Services, LLC
                                            will act as co-managers.

SERIES 2004-PWR6 CONTROLLING CLASS
REPRESENTATIVE............................  At any time of determination, the
                                            holder of the majority interest in
                                            the most subordinate class of
                                            principal balance certificates that
                                            has a total principal balance at
                                            least equal to 25% of its total
                                            initial principal balance (or, if no
                                            class satisfies that condition, the
                                            holder of the majority interest in
                                            the most subordinate class of
                                            principal balance certificates then
                                            outstanding) will be entitled to
                                            appoint a representative that
                                            generally will be entitled to--

                                            o    replace the special servicer,
                                                 and

                                            o    direct the special servicer
                                                 with respect to various special
                                                 servicing matters as to the
                                                 pooled mortgage loans.

                                            Notwithstanding the foregoing, the
                                            series 2004-PWR6 controlling class
                                            representative will generally not
                                            have the right to direct any
                                            servicing actions relating to the
                                            Lincoln Square mortgage loans, which
                                            are principally serviced and
                                            administered under the respective
                                            pooling and servicing agreement for
                                            another commercial mortgage
                                            securitization. However, to the
                                            extent that the series 2004-PWR6
                                            trust as the holder of the related
                                            Lincoln Square pooled mortgage loan
                                            is entitled to consult with respect
                                            to proposed actions of the
                                            applicable servicer or special
                                            servicer under the other pooling and
                                            servicing agreement with respect to
                                            servicing-related actions, then the
                                            series 2004-PWR6 controlling class
                                            representative will generally be
                                            entitled to exercise those rights on
                                            behalf of the trust. See "Servicing
                                            of the Mortgage Loans Under the
                                            Series 2004-PWR6 Pooling and
                                            Servicing Agreement--The Series
                                            2004-PWR6 Controlling Class
                                            Representative" and "Intercreditor
                                            and Servicing Arrangements Regarding
                                            the Non-Trust-Serviced Pooled
                                            Mortgage Loan".

                                            It is expected that ARCap CMBS Fund
                                            II REIT, Inc. will be the initial
                                            representative of the series
                                            2004-PWR6 controlling class.

OTHER NOTEHOLDERS.........................  The mortgaged properties identified
                                            on Appendix B to this prospectus
                                            supplement as 11 Penn Plaza and
                                            Lincoln Square each secures both a
                                            pooled mortgage loan and one or more
                                            other mortgage loans that are pari
                                            passu in right of payment with that
                                            pooled mortgage loan. The 11

                                      S-9

                                            Penn Plaza loan group will be
                                            principally serviced and
                                            administered under the series
                                            2004-PWR6 pooling and servicing
                                            agreement and the holder of the 11
                                            Penn Plaza non-pooled pari passu
                                            loan will have consultation rights
                                            with respect to various servicing
                                            decisions. The Lincoln Square loan
                                            group is principally serviced and
                                            administered under the pooling and
                                            servicing agreement for another
                                            commercial mortgage securitization
                                            (relating to the series 2004-PWR4
                                            commercial mortgage pass-through
                                            certificates issued by a trust
                                            formed at the direction of an
                                            affiliate of the depositor) and one
                                            or more parties specified in that
                                            pooling and servicing agreement have
                                            the right to approve certain
                                            material servicing decisions and
                                            appoint or replace the party that
                                            performs special servicing duties,
                                            as well as the option to purchase
                                            one or more of the loans in that
                                            loan group (including the related
                                            pooled mortgage loan) if those loans
                                            become defaulted. In addition, the
                                            trust (as holder of the Lincoln
                                            Square pooled mortgage loan) and the
                                            holder of each Lincoln Square
                                            non-pooled pari passu companion loan
                                            have the right to consult with the
                                            master servicer or special servicer
                                            of the Lincoln Square loan group
                                            with respect to certain servicing
                                            decisions. See "Intercreditor and
                                            Servicing Arrangements Regarding the
                                            Non-Trust-Serviced Pooled Mortgage
                                            Loan" in this prospectus supplement.

                                            Notwithstanding the foregoing,
                                            references in this prospectus
                                            supplement to the applicable master
                                            servicer and the special servicer
                                            will mean the applicable master
                                            servicer and the special servicer,
                                            respectively, under the series
                                            2004-PWR6 pooling and servicing
                                            agreement unless the context clearly
                                            indicates otherwise.

                          SIGNIFICANT DATES AND PERIODS
                          -----------------------------

CUT-OFF DATE..............................  The pooled mortgage loans will be
                                            considered part of the trust fund as
                                            of their respective cut-off dates.
                                            The cut-off date with respect to
                                            each pooled mortgage loan is the due
                                            date for the monthly debt service
                                            payment that is due in December 2004
                                            (or, in the case of any mortgage
                                            loan that has its first due date in
                                            January 2005, the date that would
                                            have been its due date in December
                                            2004 under the terms of such
                                            mortgage loan if a monthly payment
                                            were scheduled to be due in such
                                            month). All payments and collections
                                            received on the pooled mortgage
                                            loans after their respective cut-off
                                            dates, excluding any payments or
                                            collections that represent amounts
                                            due on or before that date, will
                                            belong to the trust fund.

ISSUE DATE................................  The date of initial issuance for the
                                            series 2004-PWR6 certificates will
                                            be on or about December 21, 2004.

DETERMINATION DATE........................  The monthly cut-off for information
                                            regarding the pooled mortgage loans
                                            that must be reported to the holders
                                            of the series 2004-PWR6 certificates
                                            on any distribution date will be the
                                            close of business on the
                                            determination date in the same
                                            calendar month as that distribution
                                            date. In any given calendar month,
                                            the determination date will be the
                                            fifth business day prior to the
                                            related distribution date.

DISTRIBUTION DATE.........................  Distributions on the series
                                            2004-PWR6 certificates are scheduled
                                            to occur on the 11th calendar day of
                                            each month, or, if that day is not a

                                      S-10

                                            business day, then the next
                                            succeeding business day, commencing
                                            in January 2005.

RECORD DATE...............................  The record date for each monthly
                                            distribution on the series 2004-PWR6
                                            certificates will be the last
                                            business day of the prior calendar
                                            month, except as may otherwise be
                                            set forth in this prospectus
                                            supplement with regard to final
                                            distributions.

COLLECTION PERIOD.........................  Amounts available for distribution
                                            on the series 2004-PWR6 certificates
                                            on any distribution date will depend
                                            on the payments and other
                                            collections received on or with
                                            respect to the pooled mortgage loans
                                            during the related collection
                                            period, and any advances of payments
                                            due (without regard to grace
                                            periods) on or with respect to the
                                            pooled mortgage loans in the month
                                            in which the distribution date
                                            occurs. In general, each collection
                                            period--

                                            o    will relate to a particular
                                                 distribution date,

                                            o    will be approximately one month
                                                 long,

                                            o    will begin when the prior
                                                 collection period ends or, in
                                                 the case of the first
                                                 collection period, will begin
                                                 as of the respective cut-off
                                                 dates for the mortgage loans,
                                                 and

                                            o    will end at the close of
                                                 business on the determination
                                                 date immediately preceding the
                                                 related distribution date.

INTEREST ACCRUAL PERIOD...................  The interest accrual period for each
                                            distribution date will be the
                                            calendar month immediately preceding
                                            the month in which that distribution
                                            date occurs.

ASSUMED FINAL DISTRIBUTION DATES..........  The distribution date on which each
                                            class of offered certificates is
                                            expected to be paid in full,
                                            assuming no delinquencies, losses,
                                            modifications, extensions of
                                            maturity dates, repurchases or,
                                            except as contemplated by the next
                                            sentence, prepayments of the pooled
                                            mortgage loans after the initial
                                            issuance of the certificates, is set
                                            forth opposite that class in the
                                            table below. For purposes of the
                                            table, each pooled mortgage loan
                                            with an anticipated repayment date
                                            is assumed to repay in full on its
                                            anticipated repayment date.


                                                                   MONTH OF
                                                                ASSUMED FINAL
                                               CLASS          DISTRIBUTION DATE
                                            -----------      -------------------
                                                A-1              January 2009
                                                A-2              October 2009
                                                A-3              October 2011
                                                A-4             December 2011
                                                A-5               April 2014
                                                A-6             November 2014
                                                X-2             December 2012
                                                A-J             December 2014


RATED FINAL DISTRIBUTION DATE.............  The ratings of each class of offered
                                            certificates address the likelihood
                                            of the timely payment of interest
                                            and (except in the case of the class
                                            X-2 certificates) the ultimate
                                            payment of principal due on the

                                      S-11

                                            certificates of that class on or
                                            before the distribution date in
                                            November 2041.

                     DESCRIPTION OF THE OFFERED CERTIFICATES
                     ---------------------------------------

GENERAL...................................  The trust fund will issue 25 classes
                                            of the series 2004-PWR6 certificates
                                            with an approximate total principal
                                            balance at initial issuance equal to
                                            $1,067,021,986. Only the class A-1,
                                            A-2, A-3, A-4, A-5, A-6, X-2 and A-J
                                            certificates are being offered by
                                            this prospectus supplement. The
                                            remaining classes of the series
                                            2004-PWR6 certificates (other than
                                            the class R and V certificates) will
                                            be offered separately in a private
                                            offering.

DENOMINATIONS.............................  We intend to deliver the offered
                                            certificates in minimum
                                            denominations of $250,000, in the
                                            case of the class X-2 certificates,
                                            and $25,000, in the case of the
                                            class A-1, A-2, A-3, A-4, A-5, A-6
                                            and A-J certificates. Investments in
                                            excess of the minimum denominations
                                            may be made in multiples of $1.

CLEARANCE AND SETTLEMENT..................  You will hold your offered
                                            certificates in book-entry form
                                            through The Depository Trust
                                            Company, in the United States, or
                                            Clearstream Banking, societe anonyme
                                            or Euroclear Bank as operator of The
                                            Euroclear System, in Europe. As a
                                            result, you will not receive a fully
                                            registered physical certificate
                                            representing your interest in any
                                            offered certificate, except under
                                            the limited circumstances described
                                            under "Description of the
                                            Certificates--Book-Entry
                                            Registration and Definitive
                                            Certificates" in the accompanying
                                            prospectus.

CERTIFICATE PRINCIPAL BALANCES
AND CERTIFICATE NOTIONAL AMOUNTS..........  The class A-1, A-2, A-3, A-4, A-5,
                                            A-6, A-J, B, C, D, E, F, G, H, J, K,
                                            L, M, N, P and Q certificates will
                                            be the series 2004-PWR6 certificates
                                            with principal balances and are
                                            sometimes referred to as the series
                                            2004-PWR6 principal balance
                                            certificates. The table appearing
                                            under the caption "--Overview of the
                                            Series 2004-PWR6 Certificates" above
                                            identifies the approximate total
                                            principal balance of each class of
                                            series 2004-PWR6 principal balance
                                            certificates at initial issuance,
                                            subject to a variance which depends
                                            on, among other things, the actual
                                            size of the initial mortgage pool
                                            balance. The actual size of the
                                            initial mortgage pool balance is
                                            subject to a variance of plus or
                                            minus 5%. The total principal
                                            balance of each class of series
                                            2004-PWR6 principal balance
                                            certificates will be reduced on each
                                            distribution date by the amount of
                                            any distributions of principal
                                            actually made on, and any losses
                                            actually allocated to, that class of
                                            certificates on that distribution
                                            date.

                                            The class X-1 and X-2 certificates
                                            will not have principal balances and
                                            the holders of those classes will
                                            not be entitled to distributions of
                                            principal. For purposes of
                                            calculating the amount of accrued
                                            interest with respect to those
                                            certificates, however, each of those
                                            classes will have a notional amount.
                                            The table appearing under the
                                            caption "--Overview of the Series
                                            2004-PWR6 Certificates" above
                                            identifies the approximate total
                                            notional amount of the class X-1 and
                                            X-2 certificates at initial
                                            issuance, subject to a variance
                                            which depends on, among other
                                            things, the actual size of the
                                            initial mortgage pool balance. The
                                            actual size of the initial mortgage
                                            pool balance is subject to a
                                            variance of plus or minus 5%.

                                      S-12

                                            The total notional amount of the
                                            class X-1 certificates will equal
                                            the total principal balance of the
                                            series 2004-PWR6 principal balance
                                            certificates outstanding from time
                                            to time. The total notional amount
                                            of the class X-1 certificates will
                                            be reduced on each distribution date
                                            by the amount of any distributions
                                            of principal actually made on, and
                                            any losses actually allocated to,
                                            any class of series 2004-PWR6
                                            principal balance certificates on
                                            that distribution date.

                                            The total notional amount of the
                                            class X-2 certificates for any
                                            interest accrual period will equal
                                            the sum of the principal balances of
                                            one or more classes of series
                                            2004-PWR6 principal balance
                                            certificates or designated
                                            components of those classes, and
                                            those classes and components and
                                            their principal balances will vary
                                            over time. We describe the classes
                                            of series 2004-PWR6 principal
                                            balance certificates and designated
                                            components of those classes that
                                            will form a part of the total
                                            notional amount of the class X-2
                                            certificates for each interest
                                            accrual period under "Description of
                                            the Offered Certificates--
                                            Certificate Principal Balances and
                                            Certificate Notional Amounts" in
                                            this prospectus supplement. In
                                            addition to any scheduled reductions
                                            of the total notional amount of the
                                            class X-2 certificates described in
                                            that section, the total notional
                                            amount of the class X-2 certificates
                                            will be reduced on each distribution
                                            date by the amount of any
                                            distributions of principal actually
                                            made on, and any losses actually
                                            allocated to, any class of series
                                            2004-PWR6 principal balance
                                            certificates or related component,
                                            to the extent that it forms a part
                                            of the total notional amount of the
                                            class X-2 certificates for that
                                            distribution date as described under
                                            "Description of the Offered
                                            Certificates--Certificate Principal
                                            Balances and Certificate Notional
                                            Amounts". In any event, however, the
                                            total notional amount of the class
                                            X-2 certificates will be zero, and
                                            the class X-2 certificates will not
                                            accrue interest, at all times
                                            following the interest accrual
                                            period related to the December 2012
                                            distribution date.

PASS-THROUGH RATES........................  The class A-1, A-2, A-3, A-4, A-5,
                                            A-6, X-2, A-J, X-1, B, C, D, E, F,
                                            G, H, J, K, L, M, N, P and Q
                                            certificates will be the series
                                            2004-PWR6 certificates that bear
                                            interest and are sometimes referred
                                            to as the series 2004-PWR6
                                            interest-bearing certificates. The
                                            table appearing under the caption
                                            "--Overview of the Series 2004-PWR6
                                            Certificates" above provides the
                                            indicated information regarding the
                                            pass-through rate at which each of
                                            those classes of the series
                                            2004-PWR6 certificates will accrue
                                            interest.

                                            The pass-through rates for the class
                                            A-1, A-2, A-3, A-4, A-5, A-6 and A-J
                                            certificates will, in the case of
                                            each of these classes, be fixed at
                                            the rate per annum identified in the
                                            table appearing under the caption
                                            "--Overview of the Series 2004-PWR6
                                            Certificates" above as the initial
                                            pass-through rate for that class.

                                            The pass-through rates for the class
                                            B, C, D, E, J, K, L, M, N, P and Q
                                            certificates will, in the case of
                                            each of these classes, be a variable
                                            rate that, with respect to any
                                            interest accrual period, is equal to
                                            the lesser of:

                                            o    the fixed rate per annum
                                                 otherwise applicable to that
                                                 class of certificates and
                                                 identified in the table
                                                 appearing under the

                                      S-13

                                                 caption "--Overview of the
                                                 Series 2004-PWR6 Certificates"
                                                 above as the initial pass-
                                                 through rate for that class;
                                                 and

                                            o    the weighted average of the
                                                 adjusted net mortgage interest
                                                 rates on the pooled mortgage
                                                 loans for the related
                                                 distribution date.


                                            The pass-through rate for the class
                                            F certificates will be a variable
                                            rate that, with respect to any
                                            interest accrual period, is equal to
                                            a weighted average of the adjusted
                                            net mortgage interest rates on the
                                            pooled mortgage loans for the
                                            related distribution date minus
                                            0.030%.


                                            The pass-through rates for the class
                                            G and H certificates will, in the
                                            case of each of these classes, be a
                                            variable rate that, with respect to
                                            any interest accrual period, is
                                            equal to a weighted average of the
                                            adjusted net mortgage interest rates
                                            on the pooled mortgage loans for the
                                            related distribution date.

                                            The weighted average of the adjusted
                                            net mortgage interest rates on the
                                            pooled mortgage loans from time to
                                            time will be calculated in the
                                            manner described under the heading
                                            "Description of the Offered
                                            Certificates--Distributions--
                                            Calculation of Pass-Through Rates"
                                            in this prospectus supplement. See
                                            also "Glossary--Weighted Average
                                            Pool Pass-Through Rate".

                                            The pass-through rate for the class
                                            X-1 certificates for each interest
                                            accrual period will equal the
                                            weighted average of certain strip
                                            rates applicable to the respective
                                            classes of series 2004-PWR6
                                            principal balance certificates or to
                                            designated components of those
                                            classes, with the relevant weighting
                                            to be done based upon the relative
                                            sizes of those classes or
                                            components. In that regard, although
                                            the outstanding principal balance of
                                            each class of series 2004-PWR6
                                            principal balance certificates is
                                            represented in the total notional
                                            amount of the class X-1
                                            certificates, in the case of one or
                                            more of classes of series 2004-PWR6
                                            principal balance certificates, that
                                            principal balance is divided into
                                            two or more components for purposes
                                            of the calculation of the
                                            pass-through rate for the class X-1
                                            certificates from time to time. The
                                            pass-through rate for the class X-2
                                            certificates, for each interest
                                            accrual period through and including
                                            the interest accrual period related
                                            to the December 2012 distribution
                                            date, will equal the weighted
                                            average of certain respective strip
                                            rates applicable to certain classes
                                            of series 2004-PWR6 principal
                                            balance certificates or designated
                                            components of those classes that in
                                            either case form a part of the total
                                            notional amount of the class X-2
                                            certificates outstanding immediately
                                            prior to the related distribution
                                            date, with the relevant weighting to
                                            be done based upon the relative
                                            sizes of those classes or
                                            components. We describe the strip
                                            rates applicable to the calculation
                                            of the pass-through rates for the
                                            class X-1 and X-2 certificates under
                                            "Description of the Offered
                                            Certificates--Distributions--
                                            Calculation of Pass-Through Rates"
                                            in this prospectus supplement.
                                      S-14

DISTRIBUTIONS

A. GENERAL...............................   The certificate administrator will
                                            make distributions of interest and,
                                            if and when applicable, principal on
                                            the classes of series 2004-PWR6
                                            certificates, first, on the class
                                            A-1, A-2, A-3, A-4, A-5, A-6, X-1
                                            and X-2 certificates and then on the
                                            other classes of certificates in
                                            order of their alphabetical
                                            designation. Allocation of interest
                                            distributions among the class A-1,
                                            A-2, A-3, A-4, A-5, A-6, X-1 and X-2
                                            certificates will be pro rata based
                                            on the respective amounts of
                                            interest distributable on each of
                                            those classes. Allocation of
                                            principal distributions among the
                                            class A-1, A-2, A-3, A-4, A-5 and
                                            A-6 certificates is described under
                                            "--Distributions of Principal"
                                            below. The class X-1 and X-2
                                            certificates do not have principal
                                            balances and do not entitle their
                                            holders to distributions of
                                            principal.

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

B. DISTRIBUTIONS OF INTEREST..............  Each class of series 2004-PWR6
                                            certificates, other than the class R
                                            and V certificates, will bear
                                            interest. With respect to each
                                            interest-bearing class, interest
                                            will accrue during each interest
                                            accrual period based upon:

                                            o    the pass-through rate for that
                                                 class and interest accrual
                                                 period;

                                            o    the total principal balance or
                                                 notional amount, as the case
                                                 may be, of that class
                                                 outstanding immediately prior
                                                 to the related distribution
                                                 date; and

                                            o    the assumption that each year
                                                 consists of twelve 30-day
                                                 months.

                                            A whole or partial prepayment on a
                                            pooled mortgage loan, whether made
                                            by the related borrower or resulting
                                            from the application of insurance
                                            proceeds and/or condemnation
                                            proceeds, may not be accompanied by
                                            the amount of one full month's
                                            interest on the prepayment. As and
                                            to the extent described under
                                            "Description of the Offered
                                            Certificates--Distributions--
                                            Interest Distributions" in this
                                            prospectus supplement, prepayment
                                            interest shortfalls may be allocated
                                            to reduce the amount of accrued
                                            interest otherwise payable to the
                                            holders of all the series 2004-PWR6
                                            principal balance certificates on a
                                            pro rata basis.

                                            On each distribution date, subject
                                            to available funds and the
                                            distribution priorities described
                                            under "--General" above, you will be
                                            entitled to receive your
                                            proportionate share of all unpaid
                                            distributable interest accrued with
                                            respect to your class of offered
                                            certificates through the end of the
                                            related interest accrual period.

                                            See "Description of the Offered
                                            Certificates--Distributions--
                                            Interest Distributions" and
                                            "--Priority of Distributions" in
                                            this prospectus supplement.

C.  DISTRIBUTIONS OF PRINCIPAL............  Subject to--

                                            o    available funds,

                                      S-15

                                            o    the distribution priorities
                                                 described under "--General"
                                                 above, and

                                            o    the reductions of principal
                                                 balances described under
                                                 "--Reductions of Certificate
                                                 Principal Balances in
                                                 Connection with Losses and
                                                 Expenses" below,

                                            the holders of each class of offered
                                            certificates will be entitled to
                                            receive a total amount of principal
                                            over time equal to the total
                                            principal balance of their
                                            particular class at initial
                                            issuance.

                                            The certificate administrator must
                                            make principal distributions in a
                                            specified sequential order to ensure
                                            that:

                                            o    no payments of principal will
                                                 be made to the holders of the
                                                 class A-J, B, C, D, E, F, G, H,
                                                 J, K, L, M, N, P and Q
                                                 certificates until, in the case
                                                 of each of those classes, the
                                                 total principal balance of all
                                                 more senior classes of series
                                                 2004-PWR6 certificates is
                                                 reduced to zero; and

                                            o    except as described in the
                                                 following paragraph, no
                                                 distributions of principal will
                                                 be made with respect to the
                                                 class A-6 certificates until
                                                 the total principal balance of
                                                 the class A-1, A-2, A-3, A-4
                                                 and A-5 certificates is reduced
                                                 to zero, no distributions of
                                                 principal will be made with
                                                 respect to the class A-5
                                                 certificates until the total
                                                 principal balance of the class
                                                 A-1, A-2, A-3 and A-4
                                                 certificates is reduced to
                                                 zero, no distributions of
                                                 principal will be made with
                                                 respect to the class A-4
                                                 certificates until the total
                                                 principal balance of the class
                                                 A-1, A-2 and A-3 certificates
                                                 is reduced to zero, no
                                                 distributions of principal will
                                                 be made with respect to the
                                                 class A-3 certificates until
                                                 the total principal balance of
                                                 the class A-1 and A-2
                                                 certificates is reduced to zero
                                                 and no distributions of
                                                 principal will be made with
                                                 respect to the class A-2
                                                 certificates until the total
                                                 principal balance of the class
                                                 A-1 certificates is reduced to
                                                 zero, all as described in this
                                                 prospectus supplement under
                                                 "Description of the Offered
                                                 Certificates -- Distributions
                                                 -- Principal Distributions".

                                            Because of losses on the pooled
                                            mortgage loans, and/or
                                            default-related or other
                                            unanticipated expenses of the trust
                                            fund, the total principal balance of
                                            the class A-J, B, C, D, E, F, G, H,
                                            J, K, L, M, N, P and Q certificates
                                            could be reduced to zero at a time
                                            when two or more of the class A-1,
                                            A-2, A-3, A-4, A-5 and A-6
                                            certificates remain outstanding.
                                            Under those circumstances, any
                                            distributions of principal on the
                                            class A-1, A-2, A-3, A-4, A-5 and
                                            A-6 certificates will be made on a
                                            pro rata basis in accordance with
                                            the relative sizes of their
                                            respective principal balances at the
                                            time of the distribution.

                                            The total distributions of principal
                                            to be made on the series 2004-PWR6
                                            certificates on any distribution
                                            date will, in general, be a function
                                            of--

                                            o    the amount of scheduled
                                                 payments of principal due or,
                                                 in cases involving balloon
                                                 loans that remain unpaid after
                                                 their stated maturity dates and
                                                 mortgage loans as to which the
                                                 related

                                      S-16

                                                 mortgaged properties have been
                                                 acquired on behalf of (or
                                                 partially on behalf of) the
                                                 trust fund, deemed due, on the
                                                 pooled mortgage loans during
                                                 the same calendar month in
                                                 which the subject distribution
                                                 date occurs, which payments are
                                                 either received as of the end
                                                 of the related collection
                                                 period or advanced by the
                                                 applicable master servicer, the
                                                 trustee or the fiscal agent, as
                                                 applicable, and

                                            o    the amount of any prepayments
                                                 and other unscheduled
                                                 collections of previously
                                                 unadvanced principal with
                                                 respect to the pooled mortgage
                                                 loans that are received during
                                                 the related collection period.

                                            However, the amount of principal
                                            otherwise distributable on the
                                            certificates on any distribution
                                            date will be reduced by the
                                            following amounts, to the extent
                                            those amounts are paid or reimbursed
                                            from collections or advances of
                                            principal: (1) advances determined
                                            to have become nonrecoverable, (2)
                                            advances that remain unreimbursed
                                            immediately following the
                                            modification of a mortgage loan and
                                            its return to performing status, (3)
                                            certain special servicing
                                            compensation and (4) certain other
                                            expenses.

                                            The class X-1 and X-2 certificates
                                            do not entitle their holders to any
                                            distributions of principal.

                                            See "Description of the Offered
                                            Certificates--Distributions--
                                            Principal Distributions" and
                                            "--Priority of Distributions" in
                                            this prospectus supplement.

D.  DISTRIBUTIONS OF YIELD MAINTENANCE
    CHARGES AND OTHER PREPAYMENT
    PREMIUMS..............................  Any yield maintenance charge or
                                            prepayment premium collected in
                                            respect of a pooled mortgage loan
                                            generally will be distributed, in
                                            the proportions described in this
                                            prospectus supplement, to the
                                            holders of the class X-1 and/or X-2
                                            certificates and/or to the holders
                                            of any class A-1, A-2, A-3, A-4,
                                            A-5, A-6, A-J, B, C, D, E, F, G
                                            and/or H certificates then entitled
                                            to receive distributions of
                                            principal. See "Description of the
                                            Offered Certificates--
                                            Distributions--Distributions of
                                            Yield Maintenance Charges and
                                            Prepayment Premiums" in this
                                            prospectus supplement.

REDUCTIONS OF CERTIFICATE PRINCIPAL
BALANCES IN CONNECTION WITH
LOSSES AND EXPENSES.......................  Because of losses on the pooled
                                            mortgage loans and/or default-
                                            related and other unanticipated
                                            expenses of the trust fund, the
                                            total principal balance of the
                                            mortgage pool, net of advances of
                                            principal, may fall below the total
                                            principal balance of the series
                                            2004-PWR6 certificates. If and to
                                            the extent that those losses and
                                            expenses cause such a deficit to
                                            exist following the distributions
                                            made on the series 2004-PWR6
                                            certificates on any distribution
                                            date, then the principal balances of
                                            the series 2004-PWR6 principal
                                            balance certificates generally will
                                            be sequentially reduced (without
                                            accompanying principal
                                            distributions) in the reverse order
                                            of alphabetical designation (first,
                                            class Q, then class P and so on),
                                            until that deficit is eliminated.
                                            Any reduction of the total principal
                                            balance of the class A-1, A-2, A-3,
                                            A-4, A-5 and A-6 certificates will
                                            be allocated among those classes of
                                            certificates on a

                                      S-17

                                            pro rata basis in accordance with
                                            the relative sizes of those
                                            principal balances at the time of
                                            the reduction.

                                            See "Description of the Offered
                                            Certificates--Reductions of
                                            Certificate Principal Balances in
                                            Connection with Realized Losses and
                                            Additional Trust Fund Expenses" in
                                            this prospectus supplement.

ADVANCES OF DELINQUENT MONTHLY
DEBT SERVICE PAYMENTS.....................  With respect to the pooled mortgage
                                            loans for which it is the applicable
                                            master servicer, each master
                                            servicer will be required to make
                                            debt service advances with respect
                                            to any delinquent scheduled monthly
                                            payments, other than balloon
                                            payments, of principal and/or
                                            interest and to make advances for
                                            the pooled mortgage loans that are
                                            balloon loans and become defaulted
                                            upon their maturity dates, on the
                                            same amortization schedule as if the
                                            maturity date had not occurred. The
                                            trustee must make any of those
                                            advances that a master servicer is
                                            required, but fails, to make, and
                                            the fiscal agent must make any of
                                            those advances that the trustee is
                                            required, but fails, to make. Any
                                            party that makes a debt service
                                            advance will be entitled to be
                                            reimbursed for that advance,
                                            together with interest at the prime
                                            lending rate described more fully in
                                            this prospectus supplement. However,
                                            interest will commence accruing on
                                            any monthly debt service advance
                                            made in respect of a scheduled
                                            monthly debt service payment only on
                                            the date on which any applicable
                                            grace period for that payment
                                            expires.

                                            Notwithstanding the foregoing, none
                                            of the master servicers, the trustee
                                            or the fiscal agent will be required
                                            to make any debt service advance
                                            that it or the special servicer
                                            determines, in its reasonable good
                                            faith judgment, will not be
                                            recoverable (together with interest
                                            on the advance) from proceeds of the
                                            related mortgage loan. Absent bad
                                            faith, the determination by any
                                            authorized person that a debt
                                            service advance constitutes a
                                            nonrecoverable advance as described
                                            above will be conclusive and
                                            binding. In the case of each of the
                                            11 Penn Plaza pooled mortgage loan
                                            (after any date when any related
                                            non-pooled pari passu companion loan
                                            is included in another commercial
                                            mortgage securitization) and the
                                            Lincoln Square pooled mortgage loan
                                            (which has two related non-pooled
                                            pari passu companion loans that are
                                            included in two other commercial
                                            mortgage securitizations), the
                                            parties to each applicable pooling
                                            and servicing agreement for each
                                            then-securitized mortgage loan
                                            included in the related group of
                                            loans will be entitled or required
                                            to make independent determinations
                                            with respect to recoverability. The
                                            applicable master servicer for the
                                            related pooled mortgage loan will be
                                            prohibited from making debt service
                                            advances on that pooled mortgage
                                            loan if a nonrecoverability
                                            determination is made by an
                                            authorized party to any of the other
                                            securitizations with respect to the
                                            related non-pooled companion
                                            loan(s).

                                            In addition, a designated servicer
                                            must obtain an appraisal or conduct
                                            an internal valuation of the
                                            mortgaged property securing a pooled
                                            mortgage loan following a material
                                            default or the occurrence of certain
                                            other events described in this
                                            prospectus supplement. Based upon
                                            the results of such appraisal, the
                                            amount otherwise required to be
                                            advanced with respect to interest on
                                            that pooled mortgage loan may be
                                            reduced as described under the
                                            heading "Description of the Offered
                                            Certificates--Advances of Delinquent
                                            Monthly Debt Service Payments" in
                                            this

                                      S-18

                                            prospectus supplement. Due to the
                                            distribution priorities, any
                                            reduction in advances will reduce
                                            the funds available to pay interest
                                            on the most subordinate
                                            interest-bearing class of series
                                            2004-PWR6 certificates then
                                            outstanding.

                                            See "Servicing of the Mortgage Loans
                                            Under the Series 2004-PWR6 Pooling
                                            and Servicing Agreement--Required
                                            Appraisals" in this prospectus
                                            supplement and "Description of the
                                            Certificates--Advances in Respect of
                                            Delinquencies" in the accompanying
                                            prospectus.

EARLY TERMINATION.........................  The trust fund may be terminated and
                                            therefore the series 2004-PWR6
                                            certificates may be retired early by
                                            certain designated entities when the
                                            total outstanding principal balance
                                            of the pooled mortgage loans, net of
                                            advances of principal, is reduced to
                                            1.0% or less of the initial mortgage
                                            pool balance.

                                 THE TRUST FUND
                                 --------------

CREATION OF THE TRUST FUND................  We will use the net proceeds from
                                            the issuance and sale of the series
                                            2004-PWR6 certificates as the
                                            consideration to purchase the
                                            mortgage loans that will back those
                                            certificates from the mortgage loan
                                            sellers. Promptly upon acquisition,
                                            we will transfer those mortgage
                                            loans to the trust fund in exchange
                                            for the series 2004-PWR6
                                            certificates. In this prospectus
                                            supplement, we sometimes refer to
                                            those mortgage loans as pooled
                                            mortgage loans.

GENERAL CONSIDERATIONS....................  When reviewing the information that
                                            we have included in this prospectus
                                            supplement with respect to the
                                            pooled mortgage loans, please note
                                            that--

                                            o    All numerical information
                                                 provided with respect to the
                                                 pooled mortgage loans is
                                                 provided on an approximate
                                                 basis.

                                            o    All weighted average
                                                 information provided with
                                                 respect to the pooled mortgage
                                                 loans or any sub-group of
                                                 pooled mortgage loans reflects
                                                 a weighting based on their
                                                 respective cut-off date
                                                 principal balances. We will
                                                 transfer the cut-off date
                                                 principal balance for each of
                                                 the pooled mortgage loans to
                                                 the trust fund. We show the
                                                 cut-off date principal balance
                                                 for each of the pooled mortgage
                                                 loans on Appendix B to this
                                                 prospectus supplement.

                                            o    In presenting the cut-off date
                                                 principal balances of the
                                                 mortgage loans, we have assumed
                                                 that all scheduled payments of
                                                 principal and/or interest due
                                                 on the mortgage loans on or
                                                 before the cut-off date are
                                                 timely made.

                                            o    Some of the pooled mortgage
                                                 loans are evidenced by multiple
                                                 promissory notes.

                                            o    In some cases, an individual
                                                 pooled mortgage loan is secured
                                                 by multiple mortgaged
                                                 properties. For purposes of
                                                 providing property-specific
                                                 information, an allocated loan
                                                 amount has been assigned to
                                                 each of the related mortgaged
                                                 properties based upon one or
                                                 more of the following--

                                      S-19

                                                       1.  relative appraised
                                                           values,

                                                       2.  relative underwritten
                                                           net cash flow,

                                                       3.  prior allocations
                                                           reflected in the
                                                           related mortgage loan
                                                           documents, or

                                                       4.  relative acquisition
                                                           costs.

                                            o    When information with respect
                                                 to the mortgaged properties is
                                                 expressed as a percentage of
                                                 the initial mortgage pool
                                                 balance, the percentages are
                                                 based in each case upon--

                                                       1.  if the related pooled
                                                           mortgage loan is
                                                           secured by only one
                                                           mortgaged property,
                                                           the cut-off date
                                                           principal balance of
                                                           the related pooled
                                                           mortgage loan, or

                                                       2.  if the related pooled
                                                           mortgage loan is
                                                           secured by multiple
                                                           mortgaged properties,
                                                           an allocated portion
                                                           of the cut-off date
                                                           principal balance of
                                                           the related mortgage
                                                           loan as described
                                                           above.

                                            o    If a pooled mortgage loan is
                                                 secured by multiple parcels of
                                                 real property and the operation
                                                 or management of those parcels
                                                 so warranted, those parcels may
                                                 be presented as a single parcel
                                                 of real property.

                                            o    With respect to the 11 Penn
                                                 Plaza pooled mortgage loan and
                                                 the Lincoln Square pooled
                                                 mortgage loan, each of which
                                                 has one or more related
                                                 non-pooled pari passu companion
                                                 loans, we present loan-to-value
                                                 ratios, debt service coverage
                                                 ratios and loan per net
                                                 rentable square foot or unit,
                                                 as applicable, in this
                                                 prospectus supplement in a
                                                 manner that reflects the
                                                 aggregate indebtedness
                                                 evidenced by the pooled
                                                 mortgage loan and its related
                                                 non-pooled pari passu companion
                                                 loan(s).

                                            o    Whenever we refer to a
                                                 particular mortgaged property
                                                 by name, we mean the property
                                                 identified by that name on
                                                 Appendix B to this prospectus
                                                 supplement.

                                            o    Statistical information
                                                 regarding the pooled mortgage
                                                 loans may change prior to the
                                                 date of initial issuance of the
                                                 offered certificates due to
                                                 changes in the composition of
                                                 the mortgage pool prior to that
                                                 date.

PAYMENT TERMS.............................  Each of the pooled mortgage loans
                                            currently accrues interest at the
                                            annual rate specified with respect
                                            to that mortgage loan on Appendix B
                                            to this prospectus supplement.
                                            Except as otherwise described below
                                            with respect to pooled mortgage
                                            loans that have anticipated
                                            repayment dates, the mortgage
                                            interest rate for each pooled
                                            mortgage loan is, in the absence of
                                            default, fixed for the remaining
                                            term of the loan.

                                            All of the pooled mortgage loans
                                            provide for scheduled payments of
                                            principal and/or interest to be due
                                            monthly.

                                            Eighty-four (84) of the pooled
                                            mortgage loans, representing 91.5%
                                            of the initial mortgage pool
                                            balance, are balloon mortgage loans
                                            that provide for:

                                      S-20

                                            o    an amortization schedule that
                                                 is significantly longer than
                                                 its original term to stated
                                                 maturity (or anticipated
                                                 repayment date) or,
                                                 alternatively, for no
                                                 amortization prior to maturity
                                                 (or the anticipated repayment
                                                 date); and

                                            o    a substantial payment of
                                                 principal on its maturity date
                                                 (unless the mortgage loan has
                                                 an anticipated repayment date)
                                                 generally equal to 5% or more
                                                 of the original mortgage loan
                                                 amount.

                                            One (1) of the balloon mortgage
                                            loans referred to in the preceding
                                            paragraph, representing 1.9% of the
                                            initial mortgage pool balance,
                                            provides for no amortization and for
                                            payments of interest only for its
                                            entire term to maturity; and twelve
                                            (12) of the balloon mortgage loans
                                            referred to in the preceding
                                            paragraph, representing 15.3% of the
                                            initial mortgage pool balance,
                                            provide for initial interest-only
                                            periods that expire 6 to 60 months
                                            following their respective
                                            origination dates (and in one (1) of
                                            these cases, representing 2.1% of
                                            the initial mortgage pool balance,
                                            the initial interest-only period
                                            will have expired as of the close of
                                            business on the cut-off date). See
                                            Schedule A to this prospectus
                                            supplement for the amortization
                                            schedule for the pooled mortgage
                                            loan secured by the mortgaged
                                            property identified on Appendix B to
                                            this prospectus supplement as
                                            Lakeville Shopping Center,
                                            representing approximately 1.8% of
                                            the initial mortgage pool balance,
                                            which is a balloon loan with a
                                            nonstandard amortization schedule.

                                            Eleven (11) of the pooled mortgage
                                            loans referred to in the second
                                            preceding paragraph, representing
                                            25.3% of the initial mortgage pool
                                            balance, are "ARD" or
                                            "hyperamortizing" loans that provide
                                            material incentives to, but do not
                                            require, the related borrower to pay
                                            the mortgage loan in full by a
                                            specified date prior to the stated
                                            maturity date. We consider that
                                            specified date to be the anticipated
                                            repayment date for the mortgage
                                            loan. Because of these incentives,
                                            we consider the ARD loans also to be
                                            balloon loans. Five (5) of the ARD
                                            loans, representing 7.6% of the
                                            initial mortgage pool balance,
                                            provide for initial interest-only
                                            periods that expire 6 to 60 months
                                            following their respective
                                            origination dates (and in one (1) of
                                            these cases, representing 2.1% of
                                            the initial mortgage pool balance,
                                            the initial interest-only period
                                            will have expired as of the close of
                                            business on the cut-off date). The
                                            ARD loans include four of the ten
                                            largest pooled mortgage loans,
                                            including the pooled mortgage loans
                                            secured by the mortgaged properties
                                            identified on Appendix B to this
                                            prospectus supplement as 11 Penn
                                            Plaza, Lincoln Square, Waterfront I
                                            & II and The Pointe at 53rd which
                                            provide for some amortization prior
                                            to the related anticipated repayment
                                            date. In the case of the Lincoln
                                            Square pooled mortgage loan, for
                                            which the monthly debt service
                                            payment varies through the due date
                                            in April 2006, the amortization
                                            schedule is set forth on Schedule A
                                            to this prospectus supplement. All
                                            of the pooled mortgage loans
                                            described in this paragraph are
                                            included in the pooled mortgage
                                            loans described in the two preceding
                                            paragraphs.

                                            Eleven (11) of the pooled mortgage
                                            loans, representing 8.5% of the
                                            initial mortgage pool balance, are
                                            fully-amortizing mortgage loans that
                                            are scheduled to have less than 5%
                                            of their original principal balances
                                            due at their stated maturities.

                                      S-21

                                            Some of the pooled mortgage loans
                                            may, in each case, provide for a
                                            recast of the amortization schedule
                                            and an adjustment of the monthly
                                            debt service payments on the
                                            mortgage loan upon application of
                                            specified amounts of condemnation
                                            proceeds or insurance proceeds to
                                            pay the related unpaid principal
                                            balance. Some of the pooled mortgage
                                            loans that are secured by multiple
                                            mortgaged properties and that permit
                                            partial prepayments of the
                                            individual or aggregate indebtedness
                                            in connection with releases of
                                            individual properties also provide
                                            for a recast of the amortization and
                                            an adjustment of the monthly debt
                                            service payments on the mortgage
                                            loan(s) upon any such prepayment and
                                            release.

DELINQUENCY STATUS........................  None of the mortgage loans that we
                                            intend to include in the trust fund
                                            will be, or will have been, 30 days
                                            or more delinquent in respect of any
                                            monthly debt service payment as of
                                            the cut-off date or at any time
                                            during the 12-month period preceding
                                            the cut-off date.

PREPAYMENT/DEFEASANCE PROVISIONS..........  As of their respective cut-off
                                            dates, all of the pooled mortgage
                                            loans restrict voluntary principal
                                            prepayments as follows:

                                            o    Sixty-eight (68) pooled
                                                 mortgage loans, representing
                                                 76.4% of the initial mortgage
                                                 pool balance, prohibit
                                                 voluntary principal prepayments
                                                 for a period ending on a date
                                                 determined by the related
                                                 mortgage loan documents (which
                                                 may be the maturity date),
                                                 which period is referred to in
                                                 this prospectus supplement as a
                                                 lock-out period, but permit the
                                                 related borrower, after an
                                                 initial period of at least two
                                                 years following the date of
                                                 issuance of the series
                                                 2004-PWR6 certificates, to
                                                 defease the pooled mortgage
                                                 loan by pledging certain
                                                 government securities and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage.

                                            o    One (1) pooled mortgage loan,
                                                 secured by the mortgaged
                                                 property identified on Appendix
                                                 B to this prospectus supplement
                                                 as 11 Penn Plaza and
                                                 representing 11.7% of the
                                                 initial mortgage pool balance,
                                                 permits the related borrower,
                                                 after an initial period of the
                                                 earlier of (a) three years from
                                                 the origination date or (b) two
                                                 years from the date of the last
                                                 securitization of any portion
                                                 of the 11 Penn Plaza Non-Pooled
                                                 Companion Loan, to defease the
                                                 pooled mortgage loan by
                                                 pledging certain government
                                                 securities and obtaining the
                                                 release of the mortgaged
                                                 property from the lien of the
                                                 mortgage. The 11 Penn Plaza
                                                 pooled mortgage loan is freely
                                                 prepayable on and after the
                                                 payment date that is three
                                                 months prior to its anticipated
                                                 repayment date.

                                            o    One (1) of the pooled mortgage
                                                 loans, representing 8.4% of the
                                                 initial mortgage pool balance,
                                                 permits prepayment in whole
                                                 (but not in part) at any time
                                                 with the payment of a
                                                 prepayment premium or yield
                                                 maintenance charge calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula and
                                                 1% of the amount prepaid.

                                            o    Seventeen (17) pooled mortgage
                                                 loans, representing 5.9% of the
                                                 initial mortgage pool balance,
                                                 prohibit voluntary principal
                                                 prepayments during a lock-out
                                                 period, and following the
                                                 lock-out period provide for a
                                                 prepayment premium or yield

                                      S-22

                                                 maintenance charge calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula and
                                                 1% of the amount prepaid, and
                                                 also permit the related
                                                 borrower, after an initial
                                                 period of at least two years
                                                 following the date of the
                                                 issuance of the series
                                                 2004-PWR6 certificates, to
                                                 defease the pooled mortgage
                                                 loan by pledging certain
                                                 government securities and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage.

                                            o    One (1) pooled mortgage loan
                                                 secured, by the mortgaged
                                                 property identified on Appendix
                                                 B to this prospectus supplement
                                                 as Lincoln Square and
                                                 representing 4.7% of the
                                                 initial mortgage pool balance,
                                                 prohibits voluntary prepayment
                                                 during a lock-out period of 37
                                                 payments following origination,
                                                 and following the lock-out
                                                 period allows the borrower to
                                                 defease the pooled mortgage
                                                 loan by pledging certain
                                                 government securities and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage; provided
                                                 that the pooled mortgage loan
                                                 may be prepaid in whole but not
                                                 in part on and after the 175th
                                                 payment date following
                                                 origination with the payment of
                                                 a yield maintenance charge;
                                                 provided further that if the
                                                 date that is three years from
                                                 the first payment date has
                                                 occurred, but the date that is
                                                 two years from the startup day
                                                 for the REMIC trust within the
                                                 meaning of Section 860G(a)(9)
                                                 of the Code has not occurred,
                                                 the debt may be prepaid in
                                                 whole (but not in part) prior
                                                 to the 175th payment date
                                                 following origination upon
                                                 payment of an amount equal to
                                                 the greater of (a) a yield
                                                 maintenance charge and (b) one
                                                 percent (1%) of the outstanding
                                                 principal balance of the pooled
                                                 mortgage loan as of the
                                                 prepayment date. The Lincoln
                                                 Square pooled mortgage loan is
                                                 freely prepayable on and after
                                                 its anticipated repayment date.

                                            o    Eight (8) pooled mortgage
                                                 loans, representing 4.6% of the
                                                 initial mortgage pool balance,
                                                 prohibit voluntary principal
                                                 prepayments during a lock-out
                                                 period, and following the
                                                 lock-out period provide for
                                                 prepayment premiums or yield
                                                 maintenance charges calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula and
                                                 1% of the amount prepaid.

                                            See, however, "Description of the
                                            Mortgage Pool--Certain
                                            Characteristics of the Mortgage
                                            Pool--Multi-Property Mortgage Loans
                                            (and Related Collateral
                                            Substitution, Partial Release or
                                            Partial Defeasance Provisions);
                                            Mortgage Loans With Affiliated
                                            Borrowers" and "--Releases" in this
                                            prospectus supplement.

ADDITIONAL STATISTICAL INFORMATION

A. GENERAL CHARACTERISTICS................  The mortgage pool will have the
                                            following general characteristics as
                                            of the cut-off date:

                                      S-23





                                                 Initial mortgage pool
                                                 balance (+/-5%)........................         $1,067,021,986
                                                 Number of pooled mortgage loans........                     95
                                                 Number of mortgaged properties.........                    116

                                                 Largest cut-off date principal balance.           $125,000,000
                                                 Smallest cut-off date principal balance               $652,838
                                                 Average cut-off date principal balance.            $11,231,810

                                                 Highest mortgage interest rate.........                6.7600%
                                                 Lowest mortgage interest rate..........                5.0300%
                                                 Weighted average mortgage interest rate                5.5279%

                                                 Longest original term to maturity or
                                                    anticipated repayment date..........               240 mos.
                                                 Shortest original term to maturity or
                                                    anticipated repayment date..........                60 mos.
                                                 Weighted average original term to
                                                    maturity or anticipated repayment
                                                    date................................               127 mos.

                                                 Longest remaining term to maturity or
                                                    anticipated repayment date..........               239 mos.
                                                 Shortest remaining term to maturity or
                                                    anticipated repayment date..........                49 mos.
                                                 Weighted average remaining term to
                                                    maturity or anticipated repayment
                                                    date................................               124 mos.

                                                 Highest debt service coverage ratio,
                                                    based on underwritten net cash flow.                  2.90x
                                                 Lowest debt service coverage ratio,
                                                    based on underwritten net cash flow.                  1.16x
                                                 Weighted average debt service coverage
                                                    ratio, based on underwritten net
                                                    cash flow...........................                  1.58x

                                                 Highest cut-off date loan-to-appraised
                                                    value ratio.........................                  83.3%
                                                 Lowest cut-off date loan-to-appraised
                                                    value ratio.........................                  33.5%
                                                 Weighted average cut-off date
                                                    loan-to-appraised value ratio.......                  68.9%


B. STATE CONCENTRATIONS...................  The table below shows the number of,
                                            and percentage of the initial
                                            mortgage pool balance secured by,
                                            mortgaged properties located in the
                                            indicated states or regions:

                                      S-24



                                                                                   NUMBER OF         % OF INITIAL
                                                                                   MORTGAGED           MORTGAGE
                                                            STATE/REGION           PROPERTIES        POOL BALANCE
                                                      ----------------------     --------------     ---------------


                                                      Texas.................            7                14.6%
                                                      New York..............            3                12.2%
                                                      California............           25                12.0%
                                                           Southern CA......           19                 8.5%
                                                           Northern CA......            6                 3.5%
                                                      Florida...............            6                 7.8%
                                                      Pennsylvania..........            7                 6.2%
                                                      Ohio..................            2                 5.9%
                                                      New Jersey............           12                 5.2%


                                            The remaining mortgaged properties
                                            are located throughout 21 other
                                            states and the District of Columbia.
                                            No more than 5.0% of the initial
                                            mortgage pool balance is secured by
                                            mortgaged properties located in any
                                            of those other jurisdictions.
                                            Northern California includes areas
                                            with zip codes above 93600 and
                                            Southern California includes areas
                                            with zip codes of 93600 and below.

C. PROPERTY TYPES........................   The table below shows the number of,
                                            and percentage of the initial
                                            mortgage pool balance secured by,
                                            mortgaged properties operated
                                            primarily for each indicated
                                            purpose:


                                                                                  NUMBER OF        % OF INITIAL
                                                                                  MORTGAGED          MORTGAGE
                                                          PROPERTY TYPES         PROPERTIES        POOL BALANCE
                                                     ------------------------   -------------     ---------------

                                                     Retail..................        45               41.4%
                                                     Office..................        15               28.7%
                                                     Hospitality.............         5                8.9%
                                                     Multifamily.............        19                8.3%
                                                     Industrial..............        20                6.3%
                                                     Mixed Use...............         4                2.9%
                                                     Manufactured Housing
                                                        Community............         2                2.0%
                                                     Self-Storage............         3                0.9%
                                                     Land....................         3                0.6%


D. ENCUMBERED INTERESTS..................   The table below shows the number of,
                                            and percentage of the initial
                                            mortgage pool balance secured by,
                                            mortgaged properties for which the
                                            encumbered interest is as indicated:


                                                                                   NUMBER OF        % OF INITIAL
                                                                                   MORTGAGED          MORTGAGE
                                                        ENCUMBERED INTEREST       PROPERTIES        POOL BALANCE
                                                     ------------------------    ------------      ---------------

                                                     Fee(1)..................        109                93.7%
                                                     Leasehold...............          5                 4.6%
                                                     Fee in part and
                                                        leasehold in part....          2                 1.7%


                                                     (1)  Includes mortgaged
                                                          properties for which
                                                          the borrower's
                                                          interest consists of
                                                          overlapping fee and
                                                          leasehold interests.


                                      S-25

        ADDITIONAL ASPECTS OF THE OFFERED CERTIFICATES AND THE TRUST FUND
        -----------------------------------------------------------------

FEDERAL TAX STATUS........................  Elections will be made to treat
                                            designated portions of the trust
                                            fund as three separate "real estate
                                            mortgage investment conduits" or
                                            "REMICs" under Sections 860A through
                                            860G of the Internal Revenue Code.
                                            Those REMICs will exclude
                                            collections of additional interest
                                            accrued and deferred as to payment
                                            with respect to each mortgage loan
                                            with an anticipated repayment date
                                            that remains outstanding past that
                                            date, which collections will
                                            constitute a grantor trust for
                                            federal income tax purposes.

                                            The offered certificates will
                                            constitute "regular interests" in a
                                            REMIC. The offered certificates
                                            generally will be treated as newly
                                            originated debt instruments for
                                            federal income tax purposes. This
                                            means that you will be required to
                                            report income on your certificates
                                            in accordance with the accrual
                                            method of accounting, regardless of
                                            your usual method of accounting. The
                                            offered certificates will not
                                            represent any interest in the
                                            grantor trust referred to above.

                                            We anticipate that the class X-2
                                            certificates will be treated as
                                            having been issued with more than a
                                            de minimis amount of original issue
                                            discount and that the class A-1,
                                            A-2, A-3, A-4, A-5, A-6 and A-J
                                            certificates will be issued at a
                                            premium. When determining the rate
                                            of accrual of original issue
                                            discount and market discount and the
                                            amortization of premium, for federal
                                            income tax purposes, the prepayment
                                            assumption will be that, subsequent
                                            to the date of any determination--

                                            o    the pooled mortgage loans with
                                                 anticipated repayment dates
                                                 will, in each case, be paid in
                                                 full on that date,

                                            o    no pooled mortgage loan will
                                                 otherwise be prepaid prior to
                                                 maturity, and

                                            o    there will be no extension of
                                                 the maturity of any pooled
                                                 mortgage loan.

                                            However, no representation is made
                                            as to the actual rate at which the
                                            pooled mortgage loans will prepay,
                                            if at all.

                                            For a more detailed discussion of
                                            United States federal income tax
                                            aspects of investing in the offered
                                            certificates, see "Material Federal
                                            Income Tax Consequences" in this
                                            prospectus supplement and in the
                                            accompanying prospectus.

ERISA.....................................  The offered certificates are
                                            generally eligible for purchase by
                                            employee benefit plans, subject to
                                            certain considerations discussed in
                                            the sections in this prospectus
                                            supplement and the accompanying
                                            prospectus titled "ERISA
                                            Considerations".

                                            You should refer to sections in this
                                            prospectus supplement and the
                                            accompanying prospectus titled
                                            "ERISA Considerations". If you are a
                                            benefit plan fiduciary considering
                                            purchase of any offered certificates
                                            you should, among other things,
                                            consult with your counsel to
                                            determine whether all required
                                            conditions have been satisfied.

                                      S-26



LEGAL INVESTMENT..........................  The offered certificates will not
                                            constitute "mortgage related
                                            securities" for purposes of the
                                            Secondary Mortgage Market
                                            Enhancement Act of 1984, as amended.

                                            No representations are made as to
                                            the proper characterization of the
                                            offered certificates for legal
                                            investment, financial institution
                                            regulatory or other purposes, or as
                                            to the ability of particular
                                            investors to purchase the offered
                                            certificates under applicable legal
                                            investment or other restrictions. 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" herein and in
                                            the accompanying prospectus.

RATINGS...................................  The ratings for the offered
                                            certificates shown in the table
                                            appearing under the caption
                                            "--Overview of the Series 2004-PWR6
                                            Certificates" above are those of
                                            Moody's Investors Service, Inc. and
                                            Standard & Poor's Ratings Services,
                                            a division of The McGraw-Hill
                                            Companies, Inc., respectively. It is
                                            a condition to their issuance that
                                            the respective classes of offered
                                            certificates receive credit ratings
                                            no lower than those shown in that
                                            table.

                                            The ratings of the offered
                                            certificates address the timely
                                            payment of interest and (except in
                                            the case of the class X-2
                                            certificates) the ultimate payment
                                            of principal on or before the rated
                                            final distribution date. A security
                                            rating is not a recommendation to
                                            buy, sell or hold securities and the
                                            assigning rating agency may revise
                                            or withdraw its rating at any time.

                                            For a description of the limitations
                                            of the ratings of the offered
                                            certificates, see "Ratings" in this
                                            prospectus supplement.

                                      S-27



                                  RISK FACTORS


         You should carefully consider the risks described below and those
described in the accompanying prospectus under "Risk Factors" before making an
investment decision. Your investment in the offered certificates will involve
some degree of risk. If any of the following risks are realized, your investment
could be materially and adversely affected. In addition, other risks unknown to
us or which we currently consider immaterial may also impair your investment.

         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 a
variety of factors, including the risks described below and elsewhere in this
prospectus supplement and the accompanying prospectus.

RISKS RELATED TO THE OFFERED CERTIFICATES

THE TRUST FUND'S ASSETS MAY BE INSUFFICIENT TO ALLOW FOR REPAYMENT IN FULL ON
YOUR CERTIFICATES.

         If the assets of the trust fund are insufficient to make distributions
on the offered certificates, no other assets will be available for distribution
of the deficiency. The offered certificates will represent interests in the
trust fund only and will not be obligations of or represent interests in us, any
of our affiliates or any other person or entity. The offered certificates have
not been guaranteed or insured by any governmental agency or instrumentality or
by any other person or entity.

SUBORDINATION OF THE CLASS A-J CERTIFICATES WILL AFFECT THE TIMING OF PAYMENTS
AND THE APPLICATION OF LOSSES ON THOSE CERTIFICATES.

         If you purchase class A-J certificates, then your offered certificates
will provide credit support to other classes of offered certificates. As a
result, you will receive distributions after, and must bear the effects of
losses on the pooled mortgage loans before, the holders of those other classes
of offered certificates.

         When making an investment decision, you should consider, among other
things--

         o    the distribution priorities of the respective classes of the
              series 2004-PWR6 certificates,

         o    the order in which the principal balances of the respective
              classes of the series 2004-PWR6 certificates with principal
              balances will be reduced in connection with losses and
              default-related shortfalls, and

         o    the characteristics and quality of the pooled mortgage loans.

A DISPROPORTIONATELY HIGH RATE OF PREPAYMENTS ON POOLED MORTGAGE LOANS WITH
RELATIVELY HIGH MORTGAGE INTEREST RATES MAY ADVERSELY AFFECT THE YIELD ON THE
CLASS X-2 CERTIFICATES.

         The pass-through rate on the class X-2 certificates is based upon the
weighted average of the adjusted net mortgage interest rates on the pooled
mortgage loans from time to time. If you purchase class X-2 certificates, the
pass-through rate (and, accordingly, the yield) on your offered certificates
could be adversely affected if pooled mortgage loans with relatively high
mortgage interest rates experienced a faster rate of principal payments than
pooled mortgage loans with relatively low mortgage interest rates. In addition,
the pass-through rate for, and the yield on, the class X-2 certificates will
vary with changes in the relative sizes of the total principal balances of the
respective classes of series 2004-PWR6 principal balance certificates, or the
designated components of those total principal balances, that make up the total
notional amount of the class X-2 certificates.

THE YIELDS TO MATURITY ON THE OFFERED CERTIFICATES DEPEND ON A NUMBER OF FACTORS
THAT CANNOT BE PREDICTED WITH ANY CERTAINTY.

         The yield on your offered certificates will depend on, among other
things--

         o    the price you paid for your offered certificates, and

                                     S-28


         o    the rate, timing and amount of distributions on your offered
              certificates.

         The rate, timing and amount of distributions on your offered
certificates will depend on--

         o    the pass-through rate for, and the other payment terms of, your
              offered certificates,

         o    the rate and timing of payments and other collections of
              principal on the pooled mortgage loans,

         o    the rate and timing of defaults, and the severity of losses, if
              any, on the pooled mortgage loans,

         o    the rate and timing of reimbursements made to the master
              servicers, the special servicer, the trustee or the fiscal agent
              for nonrecoverable advances and/or for advances previously made
              in respect of a worked-out pooled mortgage loan that are not
              repaid at the time of the workout,

         o    the rate, timing, severity and allocation of other shortfalls and
              expenses that reduce amounts available for distribution on the
              series 2004-PWR6 certificates, and

         o    servicing decisions with respect to the pooled mortgage loans.

         These factors cannot be predicted with any certainty. Accordingly, you
may find it difficult to analyze the effect that these factors might have on the
yield to maturity of your offered certificates.

         If you purchase class X-2 certificates, your yield to maturity will be
highly sensitive to the rate and timing of principal payments on the pooled
mortgage loans. Depending on the timing thereof, a payment of principal in
reduction of the total principal balance of the Class A-1, A-2, A-3, A-4, A-5,
A-6, A-J, B, C, D, E, F, G, H, J, K or L certificates may result in a reduction
in the total notional amount of the class X-2 certificates. Accordingly, if
principal payments on the pooled mortgage loans occur at a rate faster than that
assumed at the time of purchase, then your actual yield to maturity with respect
to the class X-2 certificates may be lower than that assumed at the time of
purchase.

INCORRECT ASSUMPTIONS REGARDING PRINCIPAL PAYMENTS AND PREPAYMENTS MAY LEAD TO A
LOWER THAN EXPECTED YIELD ON YOUR INVESTMENT.

         In deciding whether to purchase any offered certificates, you should
make an independent decision as to the appropriate assumptions regarding
principal payments and prepayments on the pooled mortgage loans to be used.

         If you purchase your offered certificates at a premium, and if payments
and other collections of principal on the pooled mortgage loans occur at a rate
faster than you anticipated at the time of your purchase, then your actual yield
to maturity may be lower than you had assumed at the time of your purchase.
Conversely, if you purchase your offered certificates at a discount, and if
payments and other collections of principal on the pooled mortgage loans occur
at a rate slower than you anticipated at the time of your purchase, then your
actual yield to maturity may be lower than you had assumed at the time of your
purchase. Insofar as the principal (if any) of your offered certificate is
repaid, you may not be able to reinvest the amounts that you receive in an
alternative investment with a yield comparable to the yield on your offered
certificates.

         Generally speaking, a borrower is less likely to prepay a mortgage loan
if prevailing interest rates are at or above the interest rate borne by its
mortgage loan. On the other hand, a borrower is more likely to prepay if
prevailing rates fall significantly below the interest rate borne by its
mortgage loan. Borrowers are less likely to prepay mortgage loans with lock-out
periods, prepayment premiums or yield maintenance charge provisions, to the
extent enforceable, than otherwise identical mortgage loans without these
provisions, with shorter lock-out periods or with lower or no prepayment
premiums and/or yield maintenance charges.

         Additionally, borrowers under certain mortgage loans may be permitted
to prepay in part to avoid an event of default or a cash trap period triggered
by low debt service coverage ratios. See "Description of the Mortgage
Pool-Voluntary Prepayment Provisions" in this prospectus supplement.

                                      S-29


A HIGH RATE AND EARLY OCCURRENCE OF BORROWER DELINQUENCIES AND DEFAULTS MAY
ADVERSELY AFFECT YOUR INVESTMENT.

         If you calculate the anticipated yield of your offered certificates
based on a rate of default or amount of losses lower than that actually
experienced by the pooled mortgage loans and those additional losses result in a
reduction of the total distributions on, or the total principal balance or
notional amount, as applicable, of your offered certificates, your actual yield
to maturity will be lower than expected and could be negative under certain
extreme scenarios. The timing of any loss on a liquidated mortgage loan that
results in a reduction of the total distributions on or the total principal
balance or notional amount of your offered certificates will also affect the
actual yield to maturity of your offered certificates, even if the rate of
defaults and severity of losses are consistent with your expectations. In
general, the earlier a loss is borne by you, the greater the effect on your
yield to maturity.

         Delinquencies on the pooled mortgage loans, if the delinquent amounts
are not advanced, may result in shortfalls in distributions of interest and/or
principal to the holders of the offered certificates for the current month.
Furthermore, no interest will accrue on this shortfall during the period of time
that the payment is delinquent. In addition, if the debt service advances and/or
servicing advances are made with respect to a pooled mortgage loan after default
and the loan is thereafter worked out under terms that do not provide for the
repayment of those advances in full at the time of the workout, then any
reimbursements of those advances prior to the actual collection of the amount
for which the advance was made may also result in shortfalls in distributions of
principal to the holders of the offered certificates with principal balances for
the current month. Even if losses on the pooled mortgage loans are not allocated
to a particular class of offered certificates with principal balances, the
losses may affect the weighted average life and yield to maturity of that class
of offered certificates. In the case of any material monetary or material
non-monetary default, the special servicer may accelerate the maturity of the
related pooled mortgage loan, which could result in an acceleration of payments
to the series 2004-PWR6 certificateholders. In addition, losses on the pooled
mortgage loans, even if not allocated to a class of offered certificates with
principal balances, may result in a higher percentage ownership interest
evidenced by those offered certificates in the remaining pooled mortgage loans
than would otherwise have resulted absent the loss. The consequent effect on the
weighted average life and yield to maturity of the offered certificates will
depend upon the characteristics of those remaining mortgage loans in the trust
fund.

THE PAYMENT OF EXPENSES OF THE TRUST FUND MAY REDUCE THE AMOUNT OF DISTRIBUTIONS
ON YOUR OFFERED CERTIFICATES.

         As described in this prospectus supplement, various fees, out-of-pocket
expenses and liabilities will constitute expenses of the trust fund for which
the trust fund is not entitled to reimbursement from any person or entity.
Shortfalls in available funds will result from the payment of these expenses and
those shortfalls will generally be borne as described under "Description of the
Offered Certificates" in this prospectus supplement. The payment of the expenses
of the trust fund may result in shortfalls on one or more classes of offered
certificates in any particular month even if those shortfalls do not ultimately
become realized as losses on those offered certificates.

YOU WILL HAVE LIMITED ABILITY TO CONTROL THE SERVICING OF THE POOLED MORTGAGE
LOANS AND THE PARTIES WITH CONTROL OVER THE SERVICING OF THE POOLED MORTGAGE
LOANS MAY HAVE INTERESTS THAT CONFLICT WITH YOUR INTERESTS.

         Generally, as a holder of any of the offered certificates, you will not
have any rights to participate in decisions with respect to the administration
of the trust fund, and your offered certificates generally do not entitle you to
vote, except with respect to specified actions set forth in the series 2004-PWR6
pooling and servicing agreement. Decisions relating to the administration of the
trust fund will generally be made by other parties, whose decisions (even if
they are made in the best interests of the certificateholders as a collective
whole) may differ from the decisions that you would have made and may be
contrary to your interests. In addition, their authority to make decisions and
take action will be subject to (a) the express terms of the series 2004-PWR6
pooling and servicing agreement, (b) any rights of the series 2004-PWR6
controlling class representative and (in the case of the 11 Penn Plaza pooled
mortgage loan) any rights of the holder of the related non-pooled mortgage loan
and (c) in the case of the Lincoln Square pooled mortgage loan, the express
terms of the BSCMSI Series 2004-PWR4 Pooling and Servicing Agreement and BSCMSI
Series 2004-PWR5 Pooling and Servicing Agreement and any rights of the
"controlling class" under each of those pooling and servicing agreements and the
related Mortgage Loan Group Intercreditor Agreement. See "Servicing of the
Mortgage Loans Under the Series 2004-PWR6 Pooling and Servicing Agreement--The
Series 2004-PWR6 Controlling Class Representative" and "Intercreditor and
Servicing Arrangements Regarding the Non-Trust-Serviced Pooled Mortgage Loan" in
this prospectus supplement.

                                      S-30


IF A MASTER SERVICER OR THE SPECIAL SERVICER PURCHASES SERIES 2004-PWR6
CERTIFICATES OR IF IT SERVICES NON-POOLED PARI PASSU COMPANION LOANS, A CONFLICT
OF INTEREST COULD ARISE BETWEEN ITS DUTIES AND ITS INTERESTS IN THE SERIES
2004-PWR6 CERTIFICATES.

         A master servicer or the special servicer or an affiliate thereof may
purchase series 2004-PWR6 certificates. The purchase of series 2004-PWR6
certificates by a master servicer or the special servicer could cause a conflict
between its duties under the series 2004-PWR6 pooling and servicing agreement
and its interest as a holder of a series 2004-PWR6 certificate, especially to
the extent that certain actions or events have a disproportionate effect on one
or more classes of series 2004-PWR6 certificates. Furthermore, the master
servicers and the special servicer have each advised us that they intend to
continue to service existing and new commercial and multifamily mortgage loans
for third parties, including portfolios of mortgage loans similar to the
mortgage loans included in the trust fund. These other mortgage loans and the
related mortgaged properties may be in the same markets as, or have owners,
obligors or property managers in common with, certain of the mortgage loans in
the trust fund and the related mortgaged properties. To the extent that overlap
exists, the interests of the master servicers, the special servicer and their
respective affiliates and their other clients may differ from, and compete with,
the interests of the trust fund. However, under the series 2004-PWR6 pooling and
servicing agreement, the master servicers and the special servicer are each
required to service the mortgage loans for which it is responsible in accordance
with the Servicing Standard.

VARIOUS OTHER CONFLICTS OF INTEREST MAY HAVE AN ADVERSE EFFECT ON YOUR OFFERED
CERTIFICATES.

         Conflicts Between Various Classes of Certificateholders and Lenders. In
the case of the pooled mortgage loans other than the Lincoln Square pooled
mortgage loan (which is primarily serviced and administered under the pooling
and servicing agreement for another commercial mortgage securitization), the
special servicer is given considerable latitude in determining when and how to
liquidate or modify those pooled mortgage loans if they become defaulted and the
series 2004-PWR6 controlling class representative is entitled to replace the
special servicer and consent to various actions of the special servicer in
connection with those pooled mortgage loans. In the case of the Lincoln Square
mortgage loans, the applicable special servicer under the BSCMSI Series
2004-PWR4 Pooling and Servicing Agreement (under which those mortgage loans are
principally serviced and administered) is given considerable latitude in
determining when and how to liquidate or modify those pooled mortgage loans if
they become defaulted loans; the "controlling class" under the BSCMSI Series
2004-PWR4 Pooling and Servicing Agreement, or a representative on its behalf,
generally is entitled to replace that special servicer and consent to various
actions of that special servicer in connection with those mortgage loans; the
trust as the holder of the Lincoln Square pooled mortgage loan has various
consultation (but not approval) rights associated with those actions; and the
series 2004-PWR6 controlling class representative will be entitled to exercise
those consultation rights on behalf of the trust. See "Servicing of the Mortgage
Loans Under the Series 2004-PWR6 Pooling and Servicing Agreement",
"Intercreditor and Servicing Arrangements Regarding the Non-Trust-Serviced
Pooled Mortgage Loan" and Appendix D to this prospectus supplement. The
"controlling class certificateholder", "directing certificateholder", "operating
advisor" or other similar party for the securitizations in which the Lincoln
Square non-pooled pari passu companion loans are included are determined under
the related pooling and servicing agreement in a manner that is similar to the
manner in which the series 2004-PWR6 controlling class representative is
determined under the series 2004-PWR6 pooling and servicing agreement.
Furthermore, the holder of the non-pooled mortgage loan secured by the 11 Penn
Plaza mortgaged property will be entitled, subject to the conditions set forth
in the series 2004-PWR6 pooling and servicing agreement and the related
intercreditor agreement, to consult with the applicable master servicer and/or
the special servicer with respect to various servicing matters affecting the
group of mortgage loans. The series 2004-PWR6 controlling class representative
and/or the other controlling class representatives, directing
certificateholders, operating advisors, non-pooled mortgage loan noteholders or
similar parties may have interests that differ, perhaps materially, from yours.
For instance, a particular representative or similar party may believe that
deferring enforcement of a defaulted mortgage loan will result in higher future
proceeds than would earlier enforcement, whereas the interests of the trust fund
may be better served by prompt action, since delay followed by a market downturn
could result in less proceeds to the trust fund than would have been realized if
earlier action had been taken. You should expect the series 2004-PWR6
controlling class representative and the other controlling class
representatives, directing certificateholders, operating advisors, non-pooled
mortgage loan noteholders or similar parties to exercise their rights and powers
in a manner that they determine is appropriate in their respective sole
discretion. None of them will have any liability for acting solely in their own
interests. The initial series 2004-PWR6 controlling class representative will be
an affiliate of the special servicer.

                                      S-31


         Conflicts Between the Trust Fund and the Mortgage Loan Sellers and
Their Affiliates. Conflicts of interest may arise between the trust fund, on the
one hand, and the mortgage loan sellers and their affiliates that engage in the
acquisition, development, operation, financing and disposition of real estate,
on the other hand.

         Those 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. Additionally, the proceeds of
certain of the pooled mortgage loans were used to refinance debt previously held
by a mortgage loan seller or an affiliate of a mortgage loan seller and the
mortgage loan sellers or their affiliates may have or may have had equity
investments in the borrowers (or in the owners of the borrowers) or mortgaged
properties under certain of the pooled mortgage loans. Each of the mortgage loan
sellers and their affiliates have made and/or may make or have preferential
rights to 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. Decisions made with respect to those
assets may adversely affect the amount and timing of distributions on the
offered certificates.

         Conflicts Between Managers and the Borrowers. Substantially all of the
property managers for the mortgaged properties securing the pooled mortgage
loans or their affiliates manage additional properties, including properties
that may compete with those mortgaged properties. Affiliates of the managers,
and certain of the managers themselves, also may own other properties, including
competing properties. The managers of the mortgaged properties securing the
pooled mortgage loans may accordingly experience conflicts of interest in the
management of those mortgaged properties.

YOU MAY BE BOUND BY THE ACTIONS OF OTHER SERIES 2004-PWR6 CERTIFICATEHOLDERS
EVEN IF YOU DO NOT AGREE WITH THOSE ACTIONS.

         In some circumstances, the consent or approval of the holders of a
specified percentage of the series 2004-PWR6 certificates will be required to
direct, consent to or approve certain actions, including amending the series
2004-PWR6 pooling and servicing agreement. In these cases, this consent or
approval will be sufficient to bind all holders of series 2004-PWR6 certificates
regardless of whether you agree with that consent or approval.

LACK OF A SECONDARY MARKET FOR THE OFFERED CERTIFICATES MAY MAKE IT DIFFICULT
FOR YOU TO RESELL YOUR OFFERED CERTIFICATES AT ALL OR AT THE PRICE YOU WANT.

         There currently is no secondary market for the offered certificates.
Although the underwriters (exclusive of Wells Fargo Brokerage Services, LLC)
have advised us that they currently intend to make a secondary market in the
offered certificates, they are under no obligation to do so. Accordingly, we
cannot assure you that a secondary market for the offered certificates will
develop. Moreover, if a secondary market does develop, we cannot assure you that
it will provide you with liquidity of investment or that it will continue for
the life of the offered certificates. The offered certificates will not be
listed on any securities exchange. Lack of liquidity could adversely affect the
market value of the offered certificates. The market value of the offered
certificates at any time may be affected by many other factors, including then
prevailing interest rates, and no representation is made by any person or entity
as to what the market value of any offered certificate will be at any time.

BECAUSE THE OFFERED CERTIFICATES ARE IN BOOK-ENTRY FORM, YOUR RIGHTS CAN ONLY BE
EXERCISED INDIRECTLY AND THERE MAY BE OTHER ADVERSE CONSEQUENCES.

         Each class of offered certificates initially will be represented by one
or more certificates registered in the name of Cede & Co., as the nominee for
The Depository Trust Company, and will not be registered in the names of the
related beneficial owners of those certificates or their nominees. For more
detailed information, you should refer to the following sections in the
accompanying prospectus:

                                      S-32


         (1)    "Risk Factors--If your certificates are issued in book-entry
                form, you will only be able to exercise your rights indirectly
                through DTC and you may also have limited access to information
                regarding those certificates"; and

         (2)    "Description of the Certificates--Book-Entry Registration and
                Definitive Certificates".

RISKS RELATED TO THE MORTGAGE LOANS

EACH OF THE VARIOUS TYPES OF MORTGAGED PROPERTIES ARE SUBJECT TO UNIQUE RISKS
WHICH MAY REDUCE PAYMENTS ON YOUR CERTIFICATES.

         Mortgaged properties representing security for 41.4%, 28.7%, 8.9%,
8.3%, 6.3%, 2.9%, 2.0%, 0.9% and 0.6% of the initial mortgage pool balance are
fee and/or leasehold interests in retail, office, hospitality, multifamily,
industrial, mixed use, manufactured housing community, self-storage and land
properties, respectively. Mortgage loans that are secured by liens on those
types of properties are exposed to unique risks particular to those types of
properties. For more detailed information, you should refer to the following
sections in the accompanying prospectus:

         (1)    "Risk Factors--Risks Relating to the Mortgage Loans"; and

         (2) "Description of the Trust Funds--Mortgage Loans".

THE REPAYMENT OF A MULTIFAMILY OR COMMERCIAL MORTGAGE LOAN IS DEPENDENT ON THE
CASH FLOW PRODUCED BY THE CORRESPONDING MORTGAGED PROPERTY, WHICH CAN BE
VOLATILE AND INSUFFICIENT TO ALLOW TIMELY PAYMENT ON YOUR OFFERED CERTIFICATES.

         The mortgage loans that we intend to include in the trust fund are
secured by various types of income-producing properties, and there are certain
risks that are generally applicable to loans secured by all of those property
types.

         Commercial lending is generally thought to expose a lender to greater
risk than one-to-four family residential lending because, among other things, it
typically involves larger loans.

         The repayment of a commercial mortgage loan is typically dependent upon
the ability of the applicable property to produce cash flow. Even the
liquidation value of a commercial property is determined, in substantial part,
by the amount of the property's cash flow (or its potential to generate cash
flow). However, net operating income and cash flow can be volatile and may be
insufficient to cover debt service on the loan at any given time. Substantially
all of the mortgage loans that we intend to include in the trust fund were
originated within twelve months prior to the cut-off date. Consequently, the
mortgage loans should be considered not to have a long-standing payment history.

         The net operating income, cash flow and property value of the mortgaged
properties may be adversely affected by any one or more of the following
factors:

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

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

         o    the proximity and attractiveness of competing properties;

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

         o    increases in operating expenses (including but not limited to
              insurance premiums) at the property and in relation to competing
              properties;

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

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

                                      S-33


         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, rental space or multifamily housing);

         o    demographic factors;

         o    decreases in consumer confidence;

         o    changes in consumer tastes and preferences; and

         o    retroactive changes in building codes.

         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    the level of tenant defaults;

         o    the ability to convert an unsuccessful property to an alternative
              use;

         o    new construction in the same market as the mortgaged property;

         o    rent control laws;

         o    the number and diversity of tenants;

         o    the rate at which new rentals occur; and

         o    the property's operating leverage (which is 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
under mortgage loans secured by such properties.

NON-RECOURSE LOANS LIMIT REMEDIES FOLLOWING BORROWER DEFAULT.

         The mortgage loans that will back the offered certificates are
generally non-recourse loans. Therefore, recourse generally may be had only
against the specific mortgaged property securing the subject pooled mortgage
loan and any other

                                      S-34


assets that may have been pledged to secure the subject pooled mortgage loan,
which may or may not be sufficient to repay that pooled mortgage loan in full.
Consequently, the repayment of each pooled mortgage loan will be primarily
dependent upon the sufficiency of the net operating income from the related
mortgaged property and, at maturity, upon the market value of that mortgaged
property.

         Even in cases where the related mortgage loan documents provide for
recourse against the borrower, a guarantor or another entity, we cannot assure
you that significant amounts will be realized in respect of that recourse in the
event of a default with respect to any pooled mortgage loan.

         No mortgage loan that we intend to include in the trust fund is insured
or guaranteed by the United States of America, any governmental agency or
instrumentality, any private mortgage insurer or by us, any mortgage loan
seller, either master servicer, the special servicer, the primary servicer, the
trustee, the certificate administrator, the fiscal agent, any underwriter or any
of their respective affiliates.

THE CONCENTRATION OF LOANS AND NUMBER OF LOANS WITH THE SAME OR RELATED
BORROWERS INCREASES THE POSSIBILITY OF LOSS ON THE LOANS WHICH COULD REDUCE
PAYMENTS ON YOUR CERTIFICATES.

         The effect of mortgage pool loan losses will be more severe:

         o    if the pool is comprised of a small number of mortgage loans,
              each with a relatively large principal amount; or

         o    if the losses relate to loans that account for a
              disproportionately large percentage of the pool's aggregate
              principal balance of all mortgage loans.

         The largest of the pooled mortgage loans is the 11 Penn Plaza pooled
mortgage loan, which represents 11.7% of the initial mortgage pool balance. The
ten largest pooled mortgage loans in the aggregate represent 47.4% of the
initial mortgage pool balance. Each of the other pooled mortgage loans
represents no greater than 2.0% of the initial mortgage pool balance.

         In addition, eight (8) groups of mortgage loans, in the aggregate
representing twenty (20) individual pooled mortgage loans (one (1) group
composed of five (5) pooled mortgage loans, one (1) group composed of three (3)
pooled mortgage loans and six (6) groups composed of two (2) pooled mortgage
loans each), were made to borrowers related through common ownership and where,
in general, the related mortgaged properties are commonly managed. The related
borrower concentrations of those eight (8) groups represent 5.7%, 2.1%, 2.6%,
1.2%, 0.9%, 0.8%, 0.6% and 0.3%, respectively, of the initial mortgage pool
balance.

LIMITATIONS ON THE ENFORCEABILITY OF MULTI-BORROWER/MULTI-PROPERTY ARRANGEMENTS
MAY HAVE AN ADVERSE EFFECT ON RECOURSE IN THE EVENT OF A DEFAULT ON A MORTGAGE
LOAN.

         The trust fund will include some mortgage loans that, in each case,
represent the obligations of multiple borrowers that are liable on a joint and
several basis for the repayment of the entire indebtedness evidenced by the
related mortgage loan.

         Arrangements whereby multiple borrowers grant their respective
mortgaged properties as security for a mortgage loan could be challenged as
fraudulent conveyances by the creditors or the bankruptcy estate of any of the
related borrowers. Under federal and most state fraudulent conveyance statutes,
the incurring of an obligation or the transfer of property, including the
granting of a mortgage lien, by a person may be voided under certain
circumstances if:

         o    the person did not receive fair consideration or reasonably
              equivalent value in exchange for the obligation or transfer; and

         o    the person:

              (1)  was insolvent at the time of the incurrence of the
                   obligation or transfer, or

                                      S-35


              (2)  was engaged in a business or a transaction or was about to
                   engage in a business or a transaction, for which the
                   person's assets constituted an unreasonably small amount of
                   capital after giving effect to the incurrence of the
                   obligation or the transfer, or

              (3)  intended to incur, or believed that it would incur, debts
                   that would be beyond the person's ability to pay as those
                   debts matured.

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

         o    the borrower did not receive fair consideration or reasonably
              equivalent value when pledging its mortgaged property for the
              equal benefit of the other related borrowers; and

         o    the borrower was insolvent at the time of granting the lien, was
              rendered insolvent by the granting of the lien, was left with
              inadequate capital or was not able to pay its debts as they
              matured.

         We cannot assure you that a lien granted by a borrower on its mortgaged
property to secure a multi-borrower/multi-property mortgage loan, or any payment
thereon, would not be avoided as a fraudulent conveyance.

         In addition, when multiple real properties secure a mortgage loan, the
amount of the mortgage encumbering any particular one of those properties may be
less than the full amount of the related aggregate mortgage loan indebtedness,
to minimize recording tax. This mortgage amount is generally established at 100%
to 150% of the appraised value or allocated loan amount for the mortgaged
property and will limit the extent to which proceeds from the property will be
available to offset declines in value of the other properties securing the same
mortgage loan. See "Description of the Mortgage Pool--Certain Characteristics of
the Mortgage Pool" in this prospectus supplement for more information regarding
any multi-property mortgage loans in the trust fund.

STATE AND FEDERAL LAWS APPLICABLE TO FORECLOSURE ACTIONS MAY AFFECT THE TIMING
OF PAYMENTS ON YOUR CERTIFICATES.

         The ability to realize upon the pooled mortgage loans may be limited by
the application of state laws. For example, some states, including California,
have laws prohibiting more than one "judicial action" to enforce a mortgage
obligation. Some courts have construed the term "judicial action" broadly. In
the case of any pooled mortgage loan secured by mortgaged properties located in
multiple states, the applicable master servicer or special servicer may be
required to foreclose first on mortgaged properties located in states where
these "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 the pooled
mortgage loans.

CONVERTING COMMERCIAL PROPERTIES TO ALTERNATIVE USES MAY REQUIRE SIGNIFICANT
EXPENSES WHICH COULD REDUCE PAYMENTS ON YOUR CERTIFICATES; AND LIMITED
ADAPTABILITY FOR OTHER USES MAY SUBSTANTIALLY LOWER THE LIQUIDATION VALUE OF A
MORTGAGED PROPERTY.

         Some of the mortgaged properties may not be readily convertible to
alternative uses if those properties were to become unprofitable for any reason.
This is because:

         o    converting commercial properties to alternate uses or converting
              single-tenant commercial properties to multi-tenant properties
              generally requires substantial capital expenditures; and

         o    zoning, land use or other restrictions also may prevent
              alternative uses.

         The liquidation value of a mortgaged property not readily convertible
to an alternative use may be substantially less than would be the case if the
mortgaged property were readily adaptable to other uses. If this type of
mortgaged property were liquidated and a lower liquidation value were obtained,
less funds would be available for distributions on your certificates. See
"--Mortgaged Properties that are Not In Compliance with Zoning and Building Code
Requirements and Use Restrictions Could Adversely Affect Payments on Your
Certificates" in this prospectus supplement.

                                      S-36


PROPERTY VALUE MAY BE ADVERSELY AFFECTED EVEN WHEN THERE IS NO CHANGE IN CURRENT
OPERATING INCOME.

         Various factors may adversely affect the value of the mortgaged
properties without affecting the properties' current net operating income. These
factors include, among others:

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

         o    potential environmental legislation or liabilities or other legal
              liabilities;

         o    proximity and attractiveness of competing properties;

         o    new construction of competing properties in the same market;

         o    convertibility of a mortgaged property to an alternative use;

         o    the availability of refinancing; and

         o    changes in interest rate levels.

TENANT CONCENTRATION INCREASES THE RISK THAT CASH FLOW WILL BE INTERRUPTED WHICH
COULD REDUCE PAYMENTS ON YOUR CERTIFICATES.

         A deterioration in the financial condition of a tenant can be
particularly significant if a mortgaged property is leased to a single or large
tenant or a small number of tenants because rent interruptions by a tenant may
cause the borrower to default on its obligations to the lender. Twenty-five (25)
of the mortgaged properties, representing security for 9.8% of the initial
mortgage pool balance, are leased to single tenants. Mortgaged properties leased
to a single tenant or a small number of tenants also are more susceptible to
interruptions of cash flow if a tenant fails to renew its lease or defaults
under its lease. This is so because:

         o    the financial effect of the absence of rental income may be
              severe;

         o    more time may be required to re-lease the space; and

         o    substantial capital costs may be incurred to make the space
              appropriate for replacement tenants.

         Additionally, some of the tenants at the mortgaged properties
(including sole tenants or other significant tenants) have lease termination
option dates or lease expiration dates that are prior to the related maturity
date or anticipated repayment date. See Appendix A to this prospectus
supplement. There are a number of other mortgaged properties that similarly have
a significant amount of scheduled lease expirations or potential terminations
before the maturity of the related pooled mortgage loan, although those
circumstances were generally addressed by escrow requirements or other
mitigating provisions.

         Another factor that you should consider is that retail, industrial and
office properties also may be adversely affected if there is a concentration of
tenants or of tenants in the same or similar business or industry.

         In some cases, the sole or a significant tenant is related to the
subject borrower or an affiliate of that borrower.

         For further information with respect to tenant concentrations, see
Appendix B to this prospectus supplement.

RENEWAL, TERMINATION, EXPIRATION OF LEASES AND RELETTING ENTAILS RISKS THAT MAY
ADVERSELY AFFECT YOUR INVESTMENT.

         Repayment of pooled mortgage loans secured by retail, office and
industrial properties will be affected by the expiration of leases and the
ability of the related borrowers and property managers to renew the leases or to
relet the space on comparable terms. Certain mortgaged properties securing the
pooled mortgage loans may be leased in whole or in part to

                                      S-37


government sponsored tenants who have the right to cancel their leases at any
time because of lack of appropriations. In addition, certain of the mortgaged
properties securing the pooled mortgage loans may be leased to either a single
or other significant tenant with a lease termination option date or lease
expiration date that is prior to the maturity date or anticipated repayment date
of such mortgage loan.

         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%. This "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.

         In the case of certain pooled mortgage loans, 100% of the tenant leases
at the mortgaged property may expire at various times prior to the loan's
maturity date, including single tenant properties whose sole tenant lease may
expire prior to the loan's maturity date. See Appendix B to this prospectus
supplement for the lease expiration dates for the three largest tenants (or, if
applicable, single tenant) at the related mortgaged property. We cannot assure
you that (1) leases that expire can be renewed, (2) the space covered by leases
that expire or are terminated can be re-leased in a timely manner at comparable
rents or on comparable terms or (3) the related borrower will have the cash or
be able to obtain the financing to fund any required tenant improvements. Income
from and the market value of the mortgaged properties securing the pooled
mortgage loans would be adversely affected if vacant space in the mortgaged
properties could not be leased for a significant period of time, if tenants were
unable to meet their lease obligations or if, for any other reason, rental
payments could not be collected or if one or more tenants ceased operations at
the mortgaged property. Upon the occurrence of an event of default by a tenant,
delays and costs in enforcing the lessor's rights could occur. In addition,
certain tenants at the mortgaged properties securing the pooled mortgage loans
may be entitled to terminate their leases or reduce their rents based upon
negotiated lease provisions if, for example, an anchor tenant ceases operations
at the related mortgaged property. In these cases, we cannot assure you that the
operation of these provisions will not allow a termination or rent reduction. A
tenant's lease may also be terminated or its terms otherwise adversely affected
if a tenant becomes the subject of a bankruptcy proceeding.

         If a significant portion of a mortgaged property is leased to a single
tenant, the failure of the borrower to relet that portion of the subject
mortgaged property if that tenant vacates or fails to perform its obligations
will have a greater adverse effect on your investment than if the subject
mortgaged property were leased to a greater number of tenants.

         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 related mortgaged properties.
Thirty-seven (37) of the mortgage loans, representing security for 45.7% of the
initial mortgage pool balance (excluding multifamily, manufactured housing
community, self-storage, hospitality properties and land), as of the cut-off
date have either upfront and/or continuing reserves for tenant improvements and
leasing commissions which may serve to defray such costs. There can be no
assurances, however, that the funds (if any) held in such reserves for tenant
improvements and leasing commissions will be sufficient to cover any of the
costs and expenses associated with tenant improvements or leasing commission
obligations. In addition, if a tenant defaults in its obligations to a borrower,
the borrower may incur substantial costs and experience significant delays
associated with enforcing rights and protecting its investment, including costs
incurred in renovating or reletting the property.

         If a mortgaged property has multiple tenants, re-leasing costs and
costs of enforcing remedies against defaulting tenants may be more frequent than
in the case of mortgaged properties with fewer tenants, thereby reducing the
cash flow available for debt service payments. These costs may cause a borrower
to default in its other obligations which could reduce cash flow available for
debt service payments. Multi-tenanted mortgaged properties also may experience
higher continuing vacancy rates and greater volatility in rental income and
expenses.

         See Appendix A, Appendix B and Appendix C to this prospectus supplement
for additional information regarding the occupancy or leasing percentages at the
mortgaged properties. The Percent Leased presented in Appendix B and Appendix C
for each mortgaged property should not be construed as a statement that the
relevant units, area or pads are occupied.

                                      S-38


A CONCENTRATION OF MORTGAGED PROPERTIES IN ONE OR MORE GEOGRAPHIC AREAS REDUCES
DIVERSIFICATION AND MAY INCREASE THE RISK THAT YOUR CERTIFICATES MAY NOT BE PAID
IN FULL.

         Mortgaged properties located in Texas, New York, California, Florida,
Pennsylvania, Ohio and New Jersey represent approximately 14.6%, 12.2%, 12.0%,
7.8%, 6.2%, 5.9% and 5.2%, respectively, by initial mortgage pool balance.
Concentrations of mortgaged properties in geographic areas may increase the risk
that adverse economic or other developments or natural or man-made disasters
affecting a particular region of the country could increase the frequency and
severity of losses on mortgage loans secured by those properties. In some
historical periods, several regions of the United States have experienced
significant real estate downturns when others have not. Regional economic
declines or conditions in regional real estate markets could adversely affect
the income from, and market value of, the mortgaged properties. Other regional
factors, e.g., earthquakes, floods, hurricanes, changes in governmental rules or
fiscal policies or terrorist acts also may adversely affect the mortgaged
properties. For example, mortgaged properties located in California, Texas and
Florida may be more susceptible to certain hazards (such as earthquakes,
widespread fires or hurricanes) than properties in other parts of the country.

PRIOR BANKRUPTCIES MAY BE RELEVANT TO FUTURE PERFORMANCE.

         There can be no assurance that any borrower, or any principals of a
borrower, have not been a party to bankruptcy proceedings, foreclosure
proceedings or deed-in-lieu of foreclosure transactions in the past. If a
borrower or a principal of a borrower has been a party to such a proceeding or
transaction in the past, we cannot also assure you that the borrower or
principal will not be more likely than other borrowers or principals to avail
itself or cause a borrower to avail itself of its legal rights, under the
Bankruptcy Code or otherwise, in the event of an action or threatened action by
the mortgagee or its servicer to enforce the related mortgage loan documents.

TENANT BANKRUPTCIES MAY ADVERSELY AFFECT THE INCOME PRODUCED BY THE MORTGAGED
PROPERTIES AND MAY ADVERSELY AFFECT THE PAYMENTS ON YOUR CERTIFICATES.

         The bankruptcy or insolvency of a major tenant, or a number of smaller
tenants, in retail, industrial and office properties, may adversely affect the
income produced by the related mortgaged property. Under the federal bankruptcy
code, a tenant/debtor has the option of affirming 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 under the
lease for the periods prior to the bankruptcy petition, or earlier surrender of
the leased premises, plus the rent under the lease for the greater of one year,
or 15%, not to exceed three years, of the remaining term of such lease and the
actual amount of the recovery could be less than the amount of the claim.

ENVIRONMENTAL CONDITIONS OF THE MORTGAGED PROPERTIES MAY SUBJECT THE TRUST FUND
TO LIABILITY UNDER FEDERAL AND STATE LAWS, REDUCING THE VALUE AND CASH FLOW OF
THE MORTGAGED PROPERTIES, WHICH MAY RESULT IN REDUCED PAYMENTS ON YOUR OFFERED
CERTIFICATES.

         The trust fund could become liable under certain circumstances for a
material adverse environmental condition at any of the mortgaged properties
securing the pooled mortgage loans. Any potential environmental liability could
reduce or delay payments on the offered certificates.

         Various environmental laws may make a current or previous owner or
operator of real property liable for the costs of removal or remediation of
hazardous or toxic substances on, under or adjacent to such property. Those laws
often impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of the hazardous or toxic substances. For example,
certain laws impose liability for release of asbestos-containing materials into
the air or require the removal or containment of asbestos-containing materials.
In some states, contamination of a property may give rise to a lien on the
property to assure payment of the costs of cleanup. In some states, this lien
has priority over the lien of a pre-existing mortgage. Additionally, third
parties may seek recovery from owners or operators of real properties for
cleanup costs, property damage or personal injury associated with releases of,
or other exposure to hazardous substances related to the properties.

         The owner's liability for any required remediation generally is not
limited by law and could, accordingly, exceed the value of the property and/or
the aggregate assets of the owner. The presence of hazardous or toxic substances
also may adversely affect the owner's ability to refinance the property or to
sell the property to a third party. The presence of, or

                                      S-39


strong potential for contamination by, hazardous substances consequently can
have a materially adverse effect on the value of the property and a borrower's
ability to repay its mortgage loan.

         In addition, under certain circumstances, a lender (such as the trust)
could be liable for the costs of responding to an environmental hazard.

         Except for mortgaged properties that are the subject of environmental
insurance obtained in lieu of a Phase I environmental site assessment as
described under "Description of the Mortgage Pool--Assessments of Property Value
and Condition--Environmental Insurance" and except as described in the next
sentence, all of the mortgaged properties securing the mortgage loans have been
subject to environmental site assessments by a third-party consultant, or in
some cases an update of a previous assessment or transaction screen, in
connection with the origination of the pooled mortgage loans. Additionally, no
Phase I environmental site assessment was obtained for one mortgaged property
which is subject to a ground lease with the U.S. Secretary of the Army and a
portion of two mortgaged properties securing one mortgage loan, each of which
was given no material value by the related mortgage loan seller. In some cases,
a Phase II site assessment was also performed. In certain cases, these
assessments revealed conditions that resulted in requirements that the related
borrowers establish operations and maintenance plans, monitor the mortgaged
property or nearby properties, abate or remediate the condition, and/or provide
additional security such as letters of credit, reserves, a secured creditor
impaired property policy, environmental insurance policy or pollution limited
liability environmental impairment policy or environmental indemnification.

         In certain cases where the environmental consultant recommended that
action be taken in respect of a materially adverse or potentially material
adverse environmental condition at the related mortgaged property, then:

         o    an environmental consultant investigated those conditions and
              recommended no further investigations or remediation; or

         o    a responsible third party was identified as being responsible for
              the remediation; or

         o    the related originator of the pooled mortgage loan generally
              required the related borrower:

              (a)  to take investigative and/or remedial action; or

              (b)  to carry out an operation and maintenance plan or other
                   specific remedial measures post-closing and/or to establish
                   an escrow reserve in an amount sufficient for effecting that
                   plan and/or the remediation; or

              (c)  to monitor the environmental condition and/or to carry out
                   additional testing, in the manner and within the time frame
                   specified in the related mortgage loan documents; or

              (d)  to obtain or seek a letter from the applicable regulatory
                   authority stating that no further action was required; or

              (e)  to obtain environmental insurance (in the form of a secured
                   creditor impaired property policy or other form of
                   environmental insurance) or provide an indemnity from an
                   individual or an entity.

         Some borrowers under the pooled mortgage loans may not have satisfied
or may not satisfy all post-closing obligations required by the related mortgage
loan documents with respect to environmental matters. There can be no assurance
that recommended operations and maintenance plans have been implemented or will
continue to be complied with.

         In some cases, the environmental consultant did not recommend that any
action be taken by the related borrower with respect to a potential adverse
environmental condition at a mortgaged property because a responsible party,
other than the related borrower, had been identified with respect to that
condition. There can be no assurance, however, that such a responsible party
will be willing or financially able to address the subject condition.

         In the case of one (1) of the pooled mortgage loans, representing
approximately 8.4% of the initial mortgage pool balance, the property securing
the mortgage loan has documented environmental impacts to both soil and
groundwater from a former dry cleaning business and two former gas stations. One
gas station release has achieved regulatory closure and the

                                      S-40


remaining open environmental remedial activities have been consolidated under
the Voluntary Cleanup Program of the Texas Commission on Environmental Quality
("TCEQ"). An environmental escrow has been established in the amount of
$300,000, which represents approximately 150% of the projected cleanup costs,
and which will not be released until closure is granted by the TCEQ.

         In the case of one (1) of the pooled mortgage loans, representing
approximately 1.4% of the initial mortgage pool balance, a portion of the
groundwater under the property securing the mortgage loan is contaminated by
certain chemicals as identified on the Phase I environmental site assessment.
The U.S. Army, pursuant to a consent order and agreement entered into with the
Commonwealth of Pennsylvania's regulatory authority, is actively remediating
this condition. The U.S. Army, under Pennsylvania statutory authority has
indemnified the Commonwealth and any of any of its assigns (including the
related borrower) against any liability concerning such contamination.

         In the case of one (1) of the pooled mortgage loans, representing
approximately 1.3% of the initial mortgage pool balance, one of the properties
securing the mortgage loan had a heating oil underground storage tank ("UST").
Tests did not reveal the presence of contaminants in excess of the New Jersey
Department of Environmental Protection groundwater quality standards prior to
the closure of the UST, however, evidence of residual soil and groundwater
contamination was subsequently uncovered. An environmental escrow has been
established in the amount of $224,000, which represents approximately 125% of
the projected cleanup costs.

         In the case of one (1) of the pooled mortgage loans, representing
approximately 1.1% of the initial mortgage pool balance, the property securing
the mortgage loan has soil contamination from a leaking UST. After removal of
the UST, 161 tons of impacted soil were removed and residually impacted soil was
approved by the Massachusetts Department of Environmental Protection ("MADEP")
to remain beneath a cap of the building footprint. While the property is in
compliance with MADEP regulations and no further investigation is required at
this time, if the building is ever renovated or the footprint is otherwise
disturbed, additional action may be required.

         In the case of one (1) of the pooled mortgage loans, representing
approximately 0.6% of the initial mortgage pool balance, the property securing
the mortgage loan has documented soil and groundwater contamination from a
former gas station and an ongoing dry cleaning business. After the removal of
the USTs, contaminants associated with the former gas station were identified in
the soil and groundwater. In addition, groundwater sampling revealed the
presence of chlorinated solvents above Pennsylvania Department of Environmental
Protection ("PADEP") action levels. Pursuant to the PADEP Consent Order and the
Buyer Seller Agreement, the seller of the property (Davisville Center, Inc.) is
required to remediate the gasoline and chlorinated solvents at the property.
Specifically, the Buyer Seller Agreement indemnifies the related borrower/buyer
(AMC Delancey Group, Inc.) from the cleanup associated with this groundwater
impact. In addition to the $359,000 that the borrower has escrowed with an
outside account, an environmental escrow has been established with the lender in
the amount of $100,000, which, on a combined basis, represents approximately
183% of the projected cleanup costs.

         Twenty-two (22) mortgaged properties, securing 9.4% of the initial
mortgage pool balance, are each the subject of a group secured creditor impaired
property policy or an individual secured creditor impaired property policy,
environmental insurance policy or pollution limited liability environmental
impairment policy. In each such case, the insurance was obtained to provide
coverage for certain losses that may arise from certain known or suspected
adverse environmental conditions that exist or may arise at the related
mortgaged property or (in the case of twenty-one (21) of those mortgaged
properties, representing 4.7% of the initial mortgage pool balance) was obtained
in lieu of a Phase I environmental site assessment, in lieu of a recommended or
required Phase II environmental site assessment or in lieu of an environmental
indemnity from a borrower principal or a high net-worth entity. We describe the
secured creditor impaired property policies, environmental insurance policies
and pollution limited liability environmental impairment policies under
"Description of the Mortgage Pool--Assessments of Property Value and
Condition--Environmental Insurance" in this prospectus supplement.

         One (1) mortgaged property, securing 0.3% of the initial mortgage pool
balance, was previously used by the U.S. government as a nuclear weapon research
site. However, the environmental consultant did not identify any potential
adverse condition at the mortgaged property.

                                      S-41


         We cannot assure you that the environmental assessments revealed all
existing or potential environmental risks or that all adverse environmental
conditions have been completely abated or remediated or that any reserves,
insurance or operations and maintenance plans will be sufficient to remediate
the environmental conditions. Moreover, we cannot assure you that:

         o    future laws, ordinances or regulations will not impose any
              material environmental liability; or

         o    the current environmental condition of the mortgaged properties
              will not be adversely affected by tenants or by the condition of
              land or operations in the vicinity of the mortgaged properties
              (such as underground storage tanks).

         Portions of some of the mortgaged properties securing the pooled
mortgage loans may include tenants who operate on-site dry-cleaners and gasoline
stations. Both types of operations involve the use and storage of hazardous
substances, leading to an increased risk of liability to the tenant, the
landowner and, under certain circumstances, a lender (such as the trust) under
environmental laws. Dry-cleaners and gasoline station operators may be required
to obtain various environmental permits and licenses in connection with their
operations and activities and comply with various environmental laws, including
those governing the use and storage of hazardous substances. These operations
incur ongoing costs to comply with environmental laws governing, among other
things, containment systems and underground storage tank systems. In addition,
any liability to borrowers under environmental laws, including in connection
with releases into the environment of gasoline, dry-cleaning solvents or other
hazardous substances from underground storage tank systems or otherwise, could
adversely impact the related borrower's ability to repay the related pooled
mortgage loan.

         Before the special servicer acquires title to a mortgaged property on
behalf of the trust, it must obtain an environmental assessment of the related
pooled property, or rely on a recent environmental assessment. This requirement
will decrease the likelihood that the trust will become liable under any
environmental law. However, this requirement may effectively preclude
foreclosure until a satisfactory environmental assessment is obtained, or until
any required remedial action is thereafter taken. There is accordingly some risk
that the mortgaged property will decline in value while this assessment is being
obtained. Moreover, we cannot assure you that this requirement will effectively
insulate the trust from potential liability under environmental laws. Any such
potential liability could reduce or delay payments to series 2004-PWR6
certificateholders.

IF A BORROWER IS UNABLE TO REPAY ITS LOAN ON ITS MATURITY DATE OR DOES NOT REPAY
ITS LOAN ON ANY ANTICIPATED REPAYMENT DATE, YOU MAY EXPERIENCE A LOSS OR DELAY
IN PAYMENTS ON YOUR CERTIFICATES.

         As described in this prospectus supplement, approximately 91.5% of the
pooled mortgage loans are balloon mortgage loans, including approximately 25.3%
of the pooled mortgage loans that provide material incentives for the related
borrowers to repay the loan by their respective anticipated repayment dates
prior to maturity. The ability of a borrower to make the required balloon
payment on a balloon loan at maturity, and the ability of a borrower to repay a
mortgage loan on or before any related anticipated repayment date, in each case
depends upon its ability either to refinance the related pooled mortgage loan or
to sell the mortgaged property for an amount that is sufficient to repay the
mortgage loan in full with interest. 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
              properties;

         o    prevailing interest rates;

         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;

                                      S-42


         o    tax laws; and

         o    prevailing general and regional economic conditions.

         The availability of funds in the credit markets fluctuates over time.

         None of the mortgage loan sellers, any party to the series 2004-PWR6
pooling and servicing agreement or any other person will be under any obligation
to refinance any mortgage loan.

A BORROWER'S OTHER LOANS MAY REDUCE THE CASH FLOW AVAILABLE TO THE MORTGAGED
PROPERTY WHICH MAY ADVERSELY AFFECT PAYMENT ON YOUR CERTIFICATES; MEZZANINE
FINANCING REDUCES A PRINCIPAL'S EQUITY IN, AND THEREFORE ITS INCENTIVE TO
SUPPORT, A MORTGAGED PROPERTY.

         The pooled mortgage loans secured by the mortgaged properties
identified on Appendix B to this prospectus supplement as 11 Penn Plaza and
Lincoln Square are each part of a group of mortgage loans that are all secured
by the same mortgage on the related mortgaged property or properties. In
addition, the borrowers under the Lincoln Square pooled mortgage loan and some
of the other mortgage loans or their affiliates have incurred, or are permitted
to incur in the future, other indebtedness that is secured by the related
mortgaged properties or direct or indirect ownership interests in the borrower.
Furthermore, the pooled mortgage loans generally do not prohibit indebtedness
that is secured by equipment or other personal property located at the mortgaged
property or other obligations in the ordinary course of business relating to the
mortgaged property. See "Description of the Mortgage Pool - Certain
Characteristics of the Mortgage Pool - Pari Passu, Subordinate and Other
Financing" and Appendix B to this prospectus supplement. Except as described in
that section, we make no representation with respect to the pooled mortgage
loans as to whether any subordinate financing currently encumbers any mortgaged
property, whether any borrower has incurred material unsecured debt or whether a
third-party holds debt secured by a pledge of an equity interest in a related
borrower.

         In addition, in general, those borrowers that have not agreed to
certain special purpose covenants in the related mortgage loan documents are not
prohibited from incurring additional debt. Such additional debt may be secured
by other property owned by this borrower. Certain of these borrowers may have
already incurred additional debt. In addition, the owners of such borrowers
generally are not prohibited from incurring mezzanine debt secured by pledges of
their equity interests in those borrowers.

         When a mortgage loan borrower, or its constituent members, also has one
or more other outstanding loans, even if the loans are subordinated or are
mezzanine loans not directly secured by the mortgaged property, the trust is
subjected to additional risks. For example, the borrower may have difficulty
servicing and repaying multiple loans. Also, the existence of another loan
generally will make it more difficult for the borrower to obtain refinancing of
the mortgage loan or sell the related mortgaged property and may thus jeopardize
the borrower's ability to make any balloon payment due under the mortgage loan
at maturity or to repay the mortgage loan on its anticipated repayment date.
Moreover, the need to service additional debt may reduce the cash flow available
to the borrower to operate and maintain the mortgaged property. Debt that is
incurred by an equity owner of a borrower and is the subject of a guaranty of
such borrower or is secured by a pledge of the equity ownership interests in
such borrower effectively reduces the equity owners' economic stake in the
related mortgaged property. While the mezzanine lender has no security interest
in or rights to the related mortgaged property, a default under the mezzanine
loan could cause a change in control of the related borrower. The existence of
such debt may reduce cash flow on the related borrower's mortgaged property
after the payment of debt service and may increase the likelihood that the owner
of a borrower will permit the value or income producing potential of a mortgaged
property to suffer by not making capital infusions to support the mortgaged
property.

         Additionally, if the borrower, or its constituent members, are
obligated to another lender, actions taken by other lenders could impair the
security available to the trust fund. If a junior lender files an involuntary
bankruptcy petition against the borrower, or the borrower files a voluntary
bankruptcy petition to stay enforcement by a junior lender, the trust's ability
to foreclose on the mortgaged property will be automatically stayed, and
principal and interest payments might not be made during the course of the
bankruptcy case. The bankruptcy of a junior lender also may operate to stay
foreclosure by the trust.

         Further, if another loan secured by the mortgaged property is in
default, the other lender may foreclose on the mortgaged property, absent an
agreement to the contrary, thereby causing a delay in payments and/or an
involuntary

                                      S-43


repayment of the mortgage loan prior to maturity. The trust may also be subject
to the costs and administrative burdens of involvement in foreclosure
proceedings or related litigation.

BANKRUPTCY PROCEEDINGS RELATING TO A BORROWER CAN RESULT IN DISSOLUTION OF THE
BORROWER AND THE ACCELERATION OF THE RELATED MORTGAGE LOAN AND CAN OTHERWISE
IMPAIR REPAYMENT OF THE RELATED MORTGAGE LOAN.

         Under the federal bankruptcy code, the filing of a bankruptcy petition
by or against a borrower will stay the commencement or continuation of a
foreclosure action. In addition, 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 reduce the amount of secured indebtedness to the
then-current value of the mortgaged property. Such an action would make the
lender a general unsecured creditor for the difference between the then-current
value and the amount of its outstanding mortgage indebtedness. A bankruptcy
court also may:

         o    grant a debtor a reasonable time to cure a payment default on a
              mortgage loan;

         o    reduce monthly payments due under a mortgage loan;

         o    change the rate of interest due on a mortgage loan; or

         o    otherwise alter the mortgage loan's repayment schedule.

         Additionally, the trustee of the borrower's bankruptcy or the borrower,
as debtor in possession, has special powers to avoid, subordinate or disallow
debts. In some circumstances, the claims of the mortgage lender may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.

         The filing of a bankruptcy petition will also stay the lender from
enforcing a borrower's assignment of rents and leases. The federal bankruptcy
code also may interfere with the trustee's ability to enforce any lockbox
requirements. The legal proceedings necessary to resolve these issues can be
time consuming and costly and may significantly delay or reduce the lender's
receipt of rents. A bankruptcy court may also permit rents otherwise subject to
an assignment and/or lock-box arrangement to be used by the borrower to maintain
the mortgaged property or for other court authorized expenses.

         As a result of the foregoing, the 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.

         Eight (8) groups of mortgage loans, representing 5.7%, 2.6%, 2.1%,
1.2%, 0.9%, 0.8%, 0.6% and 0.3%, respectively, of the initial mortgage pool
balance and together representing 20 individual pooled mortgage loans, were made
to borrowers that are affiliated through common ownership of partnership or
other equity interests and where, in general, the related mortgaged properties
are commonly managed. The bankruptcy or insolvency of any such borrower or
respective affiliate could have an adverse effect on the operation of all of the
related mortgaged properties and on the ability of such related mortgaged
properties to produce sufficient cash flow to make required payments on the
related mortgage loans. For example, if a person that owns or controls several
mortgaged properties experiences financial difficulty at one such property, it
could defer maintenance at one or more other mortgaged properties in order to
satisfy current expenses with respect to the mortgaged property experiencing
financial difficulty, or it could attempt to avert foreclosure by filing a
bankruptcy petition that might have the effect of interrupting monthly payments
for an indefinite period on all the related pooled mortgage loans.

         As a result of the foregoing, the 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.

         A number of the borrowers under the pooled mortgage loans are limited
or general partnerships. Under some circumstances, the bankruptcy of a general
partner of the partnership may result in the dissolution of that partnership.
The dissolution of a borrower partnership, the winding up of its affairs and the
distribution of its assets could result in an early repayment of the related
mortgage loan.

         With respect to a number of the pooled mortgage loans, the borrowers
own the related mortgaged property as tenants in common. The bankruptcy,
dissolution or action for partition by one or more of the tenants in common
could result in an

                                      S-44


early repayment of the related mortgage loan, significant delay in recovery
against the tenant in common borrowers, a material impairment in property
management and a substantial decrease in the amount recoverable upon the related
pooled mortgage loan. Not all tenants in common for all pooled mortgage loans
are special purpose entities.

         We cannot assure you that any principal or affiliate of any borrower
under a pooled mortgage loan has not been a party to any bankruptcy proceeding.

BORROWERS THAT ARE NOT BANKRUPTCY REMOTE ENTITIES MAY BE MORE LIKELY TO FILE
BANKRUPTCY PETITIONS AND THIS MAY ADVERSELY AFFECT PAYMENTS ON YOUR
CERTIFICATES.

         While many of the borrowers under the pooled mortgage loans have agreed
to certain special purpose covenants to limit the bankruptcy risk arising from
activities unrelated to the operation of the mortgaged property, some borrowers
under the pooled mortgage loans are not special purpose entities. Additionally,
most borrowers under the pooled mortgage loans and their owners do not have an
independent director whose consent would be required to file a bankruptcy
petition on behalf of such borrower. One of the purposes of an independent
director is to avoid a bankruptcy petition filing that is intended solely to
benefit a borrower's affiliate and is not justified by the borrower's own
economic circumstances.

THE OPERATION OF COMMERCIAL PROPERTIES IS DEPENDENT UPON SUCCESSFUL MANAGEMENT.

         The successful operation of a real estate project depends upon the
property manager's performance and viability. The property manager is generally
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 are
generally more management-intensive than properties leased to creditworthy
tenants under long-term leases.

         A property manager, by controlling costs, providing appropriate service
to tenants and overseeing property maintenance and general upkeep, can improve
cash flow, reduce vacancy, leasing and repair costs and preserve building value.
On the other hand, management errors can, in some cases, impair short-term cash
flow and the long-term viability of an income producing property.

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

PROVISIONS REQUIRING YIELD MAINTENANCE CHARGES OR DEFEASANCE PROVISIONS MAY NOT
BE ENFORCEABLE.

         Provisions in the pooled mortgage loans requiring yield maintenance
charges or Lock-out Periods may not be enforceable in some states and under
federal bankruptcy law. Provisions in the pooled mortgage loans requiring yield
maintenance charges 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 under a pooled mortgage loan will
be enforceable. Also, we cannot assure you that foreclosure proceeds under a
pooled mortgage loan will be sufficient to pay an enforceable yield maintenance
charge.

                                      S-45


         Additionally, although the collateral substitution provisions in the
pooled mortgage loans related to defeasance do not have the same effect on the
series 2004-PWR6 certificateholders as prepayment, we cannot assure you that a
court would not interpret those provisions as requiring a yield maintenance
charge. In certain jurisdictions, those collateral substitution provisions might
be deemed unenforceable under applicable law or public policy, or usurious.

THE ABSENCE OF LOCKBOXES ENTAILS RISKS THAT COULD ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.

         Most of the mortgage loans that we intend to include in the trust fund
do not require the related borrower presently to cause rent and other payments
to be made into a lockbox account maintained on behalf of the mortgagee,
although some of those mortgage loans do provide for a springing lockbox. If
rental payments are not required to be made directly into a lockbox account,
there is a risk that the borrower will divert such funds for other purposes.

RESERVES TO FUND CAPITAL EXPENDITURES MAY BE INSUFFICIENT AND THIS MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES.

         Although many of the mortgage loans that we intend to include in the
trust fund require that funds be put aside for specific reserves, certain of
those mortgage loans do not require any reserves. Furthermore, we cannot assure
you that any such reserve amounts that do or may exist at any time will be
sufficient to cover the actual costs of the items for which the reserves were
established. We also cannot assure you that cash flow from the related mortgaged
properties will be sufficient to fully fund any applicable ongoing monthly
reserve requirements.

INADEQUACY OF TITLE INSURERS MAY ADVERSELY AFFECT PAYMENTS ON YOUR CERTIFICATES.

         Title insurance for a mortgaged property generally insures a lender
against risks relating to a lender not having a first lien with respect to a
mortgaged property, and in some cases can insure a lender against specific other
risks. The protection afforded by title insurance depends on the ability of the
title insurer to pay claims made upon it. We cannot assure you that with respect
to any pooled mortgage loan:

         o    a title insurer will have the ability to pay title insurance
              claims made upon it;

         o    the title insurer will maintain its present financial strength;
              or

         o    a title insurer will not contest claims made upon it.

MORTGAGED PROPERTIES THAT ARE NOT IN COMPLIANCE WITH ZONING AND BUILDING CODE
REQUIREMENTS AND USE RESTRICTIONS COULD ADVERSELY AFFECT PAYMENTS ON YOUR
CERTIFICATES.

         Noncompliance with zoning and building codes may cause the borrower
with respect to any pooled mortgage loan to experience cash flow delays and
shortfalls that would reduce or delay the amount of proceeds available for
distributions on your certificates. The mortgage loan sellers have taken steps
to establish that the use and operation of the mortgaged properties securing the
pooled mortgage loans are in compliance in all material respects with all
applicable zoning, land-use and building ordinances, rules, regulations, and
orders. Evidence of this compliance may be in the form of legal opinions, zoning
consultants reports, confirmations from government officials, title policy
endorsements and/or representations by the related borrower in the related
mortgage loan documents. These steps may not have revealed all possible
violations.

         Some violations of zoning, land use and building regulations may be
known to exist at any particular mortgaged property, but the mortgage loan
sellers generally do not consider those defects known to them to be material or
have obtained title policy endorsements and/or law and ordinance insurance to
mitigate the risks of loss associated with any material violation or
noncompliance. In some cases, the use, operation and/or structure of a mortgaged
property constitutes a permitted nonconforming use and/or structure as a result
of changes in zoning laws after such mortgaged properties were constructed or
for other reasons, and the structure may not be rebuilt to its current state or
be used for its current purpose if a material casualty event occurs. Insurance
proceeds may not be sufficient to pay the related pooled mortgage loan in full
if a material casualty event were to occur, or the mortgaged property, as
rebuilt for a conforming use and/or structure, may not generate sufficient
income to service the related pooled mortgage loan and the value of the
mortgaged property or its revenue producing potential may not be the same as it
was before the casualty. If a mortgaged property could not be rebuilt to its

                                      S-46


current state or its current use were no longer permitted due to building
violations or changes in zoning or other regulations, then the borrower might
experience cash flow delays and shortfalls or be subject to penalties that would
reduce or delay the amount of proceeds available for distributions on your
certificates.

         In addition, certain mortgaged properties may be subject to zoning,
land use or building restrictions in the future. In this respect, certain of the
mortgaged properties are subject to historical landmark designations, which
restrict the ability of the related owners to alter the structures.

         Certain mortgaged properties may be subject to use restrictions
pursuant to reciprocal easement or operating agreements. Such use restrictions
could include, for example, limitations on the character of the improvements or
the properties, limitations affecting noise and parking requirements, signs and
common area use, and limitations on the borrower's right to certain types of
facilities within a prescribed radius, among other things. These limitations
could adversely affect the ability of the borrower to lease the mortgaged
property on favorable terms, thus adversely affecting the borrower's ability to
fulfill its obligations under the related mortgage loans.

CONDEMNATIONS WITH RESPECT TO MORTGAGED PROPERTIES COULD ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES.

         From time to time, there may be condemnations pending or threatened
against one or more of the mortgaged properties securing the pooled mortgage
loans. We cannot assure you that the proceeds payable in connection with a total
condemnation will be sufficient to restore the subject mortgaged property or to
satisfy the remaining indebtedness of the related pooled mortgage loan. The
occurrence of a partial condemnation may have a material adverse effect on the
continued use of the affected mortgaged property, or on an affected borrower's
ability to meet its obligations under the related pooled mortgage loan.
Therefore, we cannot assure you that the occurrence of any condemnation will not
have a negative impact upon the distributions on your certificates.

THE ABSENCE OF OR INADEQUACY OF INSURANCE COVERAGE ON THE PROPERTY MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES.

         The mortgaged properties securing the pooled mortgage loans may suffer
casualty losses due to risks (including acts of terrorism) that are not covered
by insurance or for which insurance coverage is not adequate or available at
commercially reasonable rates or has otherwise been contractually limited by the
related mortgage loan documents. Moreover, if reconstruction or major repairs
are required following a casualty, changes in laws that have occurred since the
time of original construction may materially impair the borrower's ability to
effect such reconstruction or major repairs or may materially increase the cost
thereof.

         Some of the mortgaged properties securing the pooled mortgage loans are
located in California, Florida, Texas and in other coastal areas of certain
states, which are areas that have historically been at greater risk of acts of
nature, including earthquakes, hurricanes and floods. The mortgage loans that we
intend to include in the trust fund generally do not expressly require borrowers
to maintain insurance coverage for earthquakes, hurricanes or floods and we
cannot assure you that borrowers will attempt or be able to obtain adequate
insurance against such risks.

         With respect to substantially all of the mortgage loans that we intend
to include in the trust, the related mortgage loan documents generally provide
that either (a) the borrowers are required to maintain full or partial insurance
coverage for property damage to the related mortgaged property against certain
acts of terrorism (except that (i) the requirement to obtain such insurance
coverage may be subject to, in certain instances, the commercial availability of
that coverage, certain limitations with respect to the cost thereof and/or
whether such hazards are at the time commonly insured against for property
similar to such mortgaged properties and located in or around the region in
which such mortgaged property is located and (ii) in certain cases the borrower
is permitted to self-insure for that coverage subject to the borrower's owner
satisfying certain minimum net worth requirements or having an investment grade
rating and satisfying maximum leverage limits on its real estate portfolio) or
(b) the borrowers are required to provide such additional insurance coverage as
a lender (such as the trust) may reasonably require to protect its interests or
to cover such hazards as are commonly insured against for similarly situated
properties. At the time existing insurance policies are subject to renewal,
there is no assurance that terrorism insurance coverage will continue to be
available and covered under the new policies or, if covered, whether such
coverage will be adequate. Most insurance policies covering commercial real
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 mortgaged properties suffers a casualty loss as a result of a

                                      S-47


terrorist act, then the resulting casualty loss could reduce the amount
available to make distributions on your certificates. Such policies may also not
provide coverage for biological, chemical or nuclear events.

         Some of the mortgaged properties securing the pooled mortgage loans are
covered by blanket insurance policies which also cover other properties of the
related borrower or its affiliates. In the event that such policies are drawn on
to cover losses on such other properties, the amount of insurance coverage
available under such policies may thereby be reduced and could be insufficient
to cover each mortgaged property's insurable risks.

         After the September 11, 2001 terrorist attacks in New York City, the
Washington, D.C. area and Pennsylvania, the cost of insurance coverage for acts
of terrorism increased and the availability of such insurance decreased. In an
attempt to redress this situation, on November 26, 2002, the President signed
into law the Terrorism Risk Insurance Act of 2002, which establishes a
three-year federal back-stop program under which the federal government and the
insurance industry will share in the risk of loss associated with certain future
terrorist attacks. Pursuant to the provisions of the act, (a) qualifying
insurers must offer terrorism insurance coverage in all property and casualty
insurance policies on terms not materially different than terms applicable to
other losses, (b) the federal government will reimburse insurers ninety percent
(90%) of amounts paid on claims, in excess of a specified deductible, provided
that aggregate property and casualty insurance losses resulting from an act of
terrorism exceed $5,000,000, (c) the government's aggregate insured losses are
limited to $100 billion per program year, (d) reimbursement to insurers will
require a claim based on a loss from a terrorist act, (e) to qualify for
reimbursement, an insurer must have previously disclosed to the policyholder the
premium charged for terrorism coverage and its share of anticipated recovery for
insured losses under the federal program, and (f) the federal program by its
terms will terminate December 31, 2005. With regard to existing policies, the
act provides that any terrorism exclusion in a property and casualty insurance
contract currently in force is void if such exclusion exempts losses that would
otherwise be subject to the act; provided, that an insurer may reinstate such a
terrorism exclusion if the insured either (a) authorized such reinstatement in
writing or (b) fails to pay the premium increase related to the terrorism
coverage within 30 days of receiving notice of such premium increase and of its
rights in connection with such coverage.

         The Terrorism Risk Insurance Act of 2002 only applies to losses
resulting from attacks that have been committed by individuals on behalf of a
foreign person or foreign interest, and does not cover acts purely of domestic
terrorism. Further, any such attack must be certified as an "act of terrorism"
by the federal government, which decision is not subject to judicial review. As
a result, insurers may continue to try to exclude losses resulting from
terrorist acts not covered by the act from coverage under their policies.
Moreover, the act still leaves insurers with high potential exposure for
terrorism-related claims due to the deductible and copayment provisions thereof.
Because nothing in the act prevents an insurer from raising premium rates on
policyholders to cover potential losses, or from obtaining reinsurance coverage
to offset its increased liability, the cost of premiums for such terrorism
insurance coverage is still expected to be high. Finally, upon expiration of the
federal program, there is no assurance that subsequent terrorism legislation
would be passed.

         As a result of these factors, the amount available to make
distributions on your certificates could be reduced.

PROPERTY INSPECTIONS AND ENGINEERING REPORTS MAY NOT REFLECT ALL CONDITIONS THAT
REQUIRE REPAIR ON A MORTGAGED PROPERTY.

         Licensed engineers or consultants generally inspected the related
mortgaged properties (unless improvements are not part of the mortgaged
property) and, in most cases, prepared engineering reports in connection with
the origination of the pooled mortgage loans or with this offering to assess
items such as structure, 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. In those cases where a material
condition was disclosed, such condition generally has been or is generally
required to be remedied to the mortgagee's satisfaction, or funds or a letter of
credit as deemed necessary by the related mortgage loan seller or the related
engineer or consultant have been reserved to remedy the material condition.
Neither we nor any of the mortgage loan sellers conducted any additional
property inspections in connection with the issuance of the series 2004-PWR6
certificates.

APPRAISALS MAY INACCURATELY REFLECT THE VALUE OF THE MORTGAGED PROPERTIES.

         In general, in connection with the origination of each pooled mortgage
loan or in connection with this offering, an appraisal was conducted in respect
of the related mortgaged property by an independent appraiser that was
state-certified and/or a Member of the Appraisal Institute or an update of an
existing appraisal was obtained. The resulting estimates of

                                      S-48


value are the basis of the cut-off date loan-to-value ratios referred to in this
prospectus supplement. Those estimates represent the analysis and opinion of the
person performing the appraisal or market analysis and are not guarantees of
present or future values. The appraiser may have reached a different conclusion
of value than the conclusion that would be reached by a different appraiser
appraising the same property, or that would have been reached separately by the
mortgage loan sellers based on their internal review of such appraisals.
Moreover, the values of the mortgaged properties securing the pooled mortgage
loans may have changed significantly since the appraisal or market study was
performed. In addition, appraisals seek to establish the amount a typically
motivated buyer would pay a typically motivated seller. Such amount could be
significantly higher than the amount obtained from the sale of a mortgaged
property under a distress or liquidation sale. The estimates of value reflected
in the appraisals and the related loan-to-value ratios are presented for
illustrative purposes only in Appendix A and Appendix B to this prospectus
supplement. In each case the estimate presented is the one set forth in the most
recent appraisal available to us as of the cut-off date, although we generally
have not obtained updates to the appraisals. We cannot assure you that the
appraised values indicated accurately reflect past, present or future market
values of the mortgaged properties securing the pooled mortgage loans.

         The appraisals for certain of the mortgaged properties state a
"stabilized value" as well as an "as-is" value for such properties based on the
assumption that certain events will occur with respect to the re-tenanting,
renovation or other repositioning of such properties. The stabilized value has
been used in the calculation of the loan-to-value ratios in this prospectus
supplement only in cases where such events have occurred.

THE OPERATION OF A MORTGAGED PROPERTY FOLLOWING FORECLOSURE MAY AFFECT THE TAX
STATUS OF THE TRUST FUND AND MAY ADVERSELY AFFECT PAYMENTS ON YOUR CERTIFICATES.

         If the trust fund acquires a mortgaged property as a result of a
foreclosure or deed in lieu of foreclosure, the special servicer will generally
retain an independent contractor to operate the property. Any net income from
operations other than qualifying "rents from real property" within the meaning
of Section 856(d) of the Internal Revenue Code of 1986, 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 trust fund to a federal tax on such
income at the highest marginal corporate tax rate, which is currently 35%, and,
in addition, possible state or local tax. In this event, the net proceeds
available for distribution on your certificates may be reduced. The special
servicer may permit the trust fund to earn such above described "net income from
foreclosure property" but only if it determines that the net after-tax benefit
to certificateholders is greater than under another method of operating or
leasing the mortgaged property.

         In addition, if the trust fund 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 and California, 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
series 2004-PWR6 certificateholders.

TENANT LEASES MAY HAVE PROVISIONS THAT COULD ADVERSELY AFFECT PAYMENTS ON YOUR
CERTIFICATES.

         In certain jurisdictions, if tenant leases are subordinate to the liens
created by the mortgage and do not contain attornment provisions which require
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 these provisions. Accordingly, if a mortgaged
property is located in such a jurisdiction and is leased to one or more 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.

         Some of the leases at the mortgaged properties securing the mortgage
loans included in the trust may not be subordinate to the related mortgage. 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 it has
otherwise agreed with the tenant. If the lease contains provisions inconsistent
with the mortgage, for example, provisions relating to application of insurance
proceeds or condemnation awards, or which could affect the enforcement of the
lender's rights (such as a right of first refusal to purchase the property), the
provisions of the lease will take precedence over the provisions of the
mortgage.

                                      S-49


LITIGATION ARISING OUT OF ORDINARY BUSINESS COULD ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES.

         There may be pending or threatened legal proceedings against the
borrowers, the sponsors and the managers of the mortgaged properties securing
the pooled mortgage loans and/or their respective affiliates arising out of
their ordinary course of business. We cannot assure you that any such litigation
would not have a material adverse effect on your certificates.

         With respect to the pooled mortgage loans secured by the mortgaged
properties identified on Appendix B to this prospectus supplement as Berry
Plastic Manufacturing Plant, Shaklee Corporation, Castle Rock Portfolio,
Wolverine Brass and World Airways Corporate Headquarters, and collectively
representing 5.7% of the initial mortgage pool balance, Corporate Property
Associates 15 Incorporated, the sponsor of the related borrowers (the
"Sponsor"), has advised us that, in March 2004, Carey Financial Corporation
("Carey Financial"), the broker-dealer that managed the public offerings of the
sponsor's common stock and a wholly-owned subsidiary of the Sponsor's advisor
W.P. Carey & Co. LLC ("W.P. Carey"), received a letter from the SEC alleging
certain violations by the Sponsor and Carey Financial of the Securities Act of
1933, as amended, and the Securities Act of 1934, as amended, and related rules
and regulations, in connection with the Sponsor's public offerings between
September 2002 and March 2003. The violations alleged in connection with these
public offerings concern the selling of shares without an effective registration
statement and various material misstatements and omissions in the offering
materials delivered in connection with these offerings. The Sponsor reported in
its September 2004 Form 10-Q that it, Carey Financial and W. P. Carey (the
"Sponsor Group") have each received subpoenas from the staff of the SEC's
Division of Enforcement requesting information relating to, among other things,
the events addressed in the March 2004 letter. It cannot be determined at this
time what action, if any, the SEC will pursue against any member of the Sponsor
Group, the remedies the SEC may seek against the Sponsor Group (which may
include civil monetary penalties, injunctive relief or rescission) or the effect
on the operations of the Sponsor Group if an action is brought by the SEC.
Although no action is currently pending against any member of the Sponsor Group,
we cannot assure you that any action relating to these allegations, if
commenced, would not have a material adverse effect on your certificates.

         In the case of the pooled mortgage loans secured by the mortgaged
properties identified on Appendix B to this prospectus supplement as the Sheng
Portfolio II and the Sheng Portfolio I and representing 1.4% and 1.3%,
respectively, of the initial mortgage pool balance, according to published
reports, Charles Kushner, the former sole chairman of the Kushner Companies and
a principal who currently holds a 10% ownership interest in each of the related
borrowers, pled guilty on August 18, 2004 to 16 counts of assisting in the
filing of false tax returns, one count of retaliating against a cooperative
witness and one count of making false statements to the Federal Election
Committee. Mr. Kushner is reported to have resigned from his post as the
chairman of the Kushner Companies. According to published reports, the terms of
the plea agreement call for him to serve 18 to 24 months in prison. Despite Mr.
Kushner's position solely as a limited partner, we cannot assure you that Mr.
Kushner's guilty plea and any resulting sentence would not have an adverse
effect on the performance of the related mortgaged properties or the pooled
mortgage loans.

THE COSTS OF COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY
ADVERSELY AFFECT A BORROWER'S ABILITY TO REPAY ITS MORTGAGE LOAN.

         Under the Americans with Disabilities Act of 1990, public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. Borrowers may incur costs complying with the
Americans with Disabilities Act. In addition, noncompliance could result in the
imposition of fines by the federal government or an award of damages to private
litigants. If a borrower incurs such costs or fines, the amount available to
make payments on the related pooled mortgage loan would be reduced.

LOANS SECURED BY MORTGAGES ON A LEASEHOLD INTEREST WILL SUBJECT YOUR INVESTMENT
TO A RISK OF LOSS UPON A LEASE DEFAULT.

         In the case of seven (7) mortgaged properties, with an aggregate
allocated loan amount representing 6.3% of the initial mortgage pool balance,
the borrower's interest consists solely, or in material part, of a leasehold
interest under a ground lease. These mortgaged properties consist of the
mortgaged properties identified on Appendix B to this prospectus supplement as
BAMC Building, BJ's Wholesale Club at Quartermaster Plaza, Walgreens Palmer,
Centerville Marketplace, SpringHill Suites by Marriott, 1182 - 1214 Farmington
Avenue and A-American Cathedral City.

         Leasehold mortgage loans are subject to certain risks not associated
with mortgage loans secured by a lien on the fee estate of the borrower. The
most significant of these risks is that if the borrower's leasehold were to be
terminated upon a

                                      S-50


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

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

         The grant of a mortgage lien on its fee interest by a land owner/ground
lessor to secure the debt of a borrower/ground lessee may be subject to
challenge as a fraudulent conveyance. Among other things, a legal challenge to
the granting of the liens may focus on the benefits realized by the land
owner/ground lessor from the loan. If a court concluded that the granting of the
mortgage lien was an avoidable fraudulent conveyance, it might take actions
detrimental to the holders of the offered certificates, including, under certain
circumstances, invalidating the mortgage lien on the fee interest of the land
owner/ground lessor.

CONDOMINIUM OWNERSHIP MAY LIMIT USE AND IMPROVEMENTS.

         With respect to certain of the pooled 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. In the case of condominiums, a board of managers 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 those
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 series 2004-PWR6 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.

TENANCIES IN COMMON MAY HINDER RECOVERY.

         The six (6) pooled mortgage loans secured by Monrovia Marketplace,
Nagog Park, Circuit City Store, Boat Canyon Village, A-American Cathedral City
and Green Drive Industrial, which represent 0.9%, 0.8%,0.7%, 0.5%, 0.3% and
0.2%, respectively, of the initial mortgage pool balance, have borrowers that
own the related mortgaged properties as tenants in common. In general, with
respect to a tenant in common ownership structure, each tenant in common owns an
undivided share in the property and if such tenant in common desires to sell its
interest in the property (and is unable to find a buyer or otherwise needs to
force a partition) such tenant in common has the ability to request that a court
order a sale of the property

                                      S-51


and distribute the proceeds to each tenant in common proportionally. As a
result, if a borrower exercises such right of partition, the related pooled
mortgage loans may be subject to prepayment. In addition, the tenant in common
structure may cause delays in the enforcement of remedies because each time a
tenant in common borrower files for bankruptcy, the bankruptcy court stay will
be reinstated. In some cases, the related tenant in common borrower waived its
right to partition, reducing the risk of partition. However, there can be no
assurance that, if challenged, this waiver would be enforceable. In addition, in
some cases, the related pooled mortgage loan documents provide for full recourse
to the related tenant in common borrower and the guarantor or for the occurrence
of an event of default under such pooled loan documents if a tenant in common
files for partition. In some cases, the related borrower is a special purpose
entity (in some cases bankruptcy remote), reducing the risk of bankruptcy. There
can be no assurance that a bankruptcy proceeding by a single tenant in common
borrower will not delay enforcement of this pooled mortgage loan. Additionally,
in some cases, subject to the terms of the related mortgage loan documents, a
borrower or a tenant-in-common borrower may assign its interests to one or more
tenant-in-common borrowers. Such change to, or increase in, the number of
tenant-in-common borrowers increases the risks related to this ownership
structure.

THE RECORDING OF THE MORTGAGES IN THE NAME OF MERS MAY AFFECT THE YIELD ON THE
CERTIFICATES.

         The mortgages or assignments of mortgage for some of the pooled
mortgage loans have been or may be recorded in the name of Mortgage Electronic
Registration Systems, Inc. or MERS, solely as nominee for the lender and its
successors and assigns. Subsequent assignments of those mortgages are registered
electronically through the MERS system. However, if MERS discontinues the MERS
system and it becomes necessary to record an assignment of mortgage to the
Trustee, then any related expenses will be paid by the Trust and will reduce the
amount available to pay principal of and interest on the certificates.

         The recording of mortgages in the name of MERS is a fairly recent
practice in the commercial mortgage lending industry. Public recording officers
and others may have limited, if any, experience with lenders seeking to
foreclose mortgages, assignments of which are registered with MERS. Accordingly,
delays and additional costs in commencing, prosecuting and completing
foreclosure proceedings and conducting foreclosures sales of the mortgaged
properties could result. Those delays and the additional costs could in turn
delay the distribution of liquidation proceeds to certi?cateholders and increase
the amount of losses on the pooled mortgage loans.

OTHER RISKS

TERRORIST ATTACKS MAY ADVERSELY AFFECT THE VALUE OF THE OFFERED CERTIFICATES AND
PAYMENTS ON THE UNDERLYING MORTGAGE LOANS.

         Terrorist attacks may occur at any time at any location in the world,
including in the United States and at or near the mortgaged properties that
secure the pooled mortgage loans. It is impossible to predict when, how, why or
where terrorist attacks may occur in the United States or elsewhere and the
nature and extent of the effects of any terrorist attacks on world, national,
regional or local economies, securities, financial or real estate markets or
spending or travel habits. Perceptions that terrorist attacks may occur or be
imminent may have the same or similar effects as actual terrorist attacks, even
if terrorist attacks do not materialize.

ADDITIONAL RISKS

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

              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT


         From time to time we use capitalized terms in this prospectus
supplement. Each of those capitalized terms will have the meaning assigned to it
in the "Glossary" attached to this prospectus supplement.

                                      S-52


                           FORWARD-LOOKING STATEMENTS


         This prospectus supplement and the accompanying prospectus includes the
words "expects", "intends", "anticipates", "estimates" and similar words and
expressions. These words and expressions are intended to identify
forward-looking statements. Any forward-looking statements are made subject to
risks and uncertainties that could cause actual results to differ materially
from those stated. These risks and uncertainties include, among other things,
declines in general economic and business conditions, increased competition,
changes in demographics, changes in political and social conditions, regulatory
initiatives and changes in customer preferences, many of which are beyond our
control and the control of any other person or entity related to this offering.
The forward-looking statements made in this prospectus supplement are accurate
as of the date stated on the cover of this prospectus supplement. We have no
obligation to update or revise any forward-looking statement.

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.


         We, Bear Stearns Commercial Mortgage Securities II Inc., were
incorporated in the State of Delaware on July 29, 2003. Our principal executive
offices are located at 383 Madison Avenue, New York, New York 10179. Our
telephone number is (212) 272-2000. We do not have, nor is it expected in the
future that we will have, any significant assets.

                     DESCRIPTION OF THE OFFERED CERTIFICATES


GENERAL

         The series 2004-PWR6 certificates will be issued on the Issue Date
pursuant to the series 2004-PWR6 pooling and servicing agreement. Some of the
provisions of the offered certificates and the series 2004-PWR6 pooling and
servicing agreement are described in this "Description of the Offered
Certificates" section of this prospectus supplement. For additional detailed
information regarding the terms of the series 2004-PWR6 pooling and servicing
agreement and the offered certificates, you should refer to the section in this
prospectus supplement titled "Servicing of the Mortgage Loans Under the Series
2004-PWR6 Pooling and Servicing Agreement" and to the sections in the
accompanying prospectus titled "Description of the Certificates" and
"Description of the Pooling and Servicing Agreements".

         The series 2004-PWR6 certificates collectively will represent the
entire beneficial ownership interest in a trust fund consisting primarily of:

         o    the pooled mortgage loans;

         o    any and all payments under and proceeds of the pooled mortgage
              loans received after the cut-off date, in each case exclusive of
              payments of principal, interest and other amounts due on or
              before that date;

         o    the loan documents for the pooled mortgage loans (insofar as they
              are required to be delivered to the trustee);

         o    certain rights granted to us under the mortgage loan purchase
              agreements;

         o    any REO Properties acquired by or on behalf of the trust fund
              with respect to defaulted pooled mortgage loans (but, in the case
              of the mortgage loans included in any Mortgage Loan Group, only
              to the extent of the trust fund's interest therein); and

         o    those funds or assets as from time to time are deposited in each
              master servicer's collection account described under "Servicing
              of the Mortgage Loans Under the Series 2004-PWR6 Pooling and
              Servicing Agreement--Collection Accounts" in this prospectus
              supplement, the special servicer's REO account as described under
              "Servicing of the Mortgage Loans Under the Series 2004-PWR6
              Pooling and Servicing Agreement--REO Account", the certificate
              administrator's distribution account described under
              "--Distribution Account" below or the certificate administrator's
              interest reserve account described under "--Interest Reserve
              Account" below.

                                      S-53


         The series 2004-PWR6 certificates will include the following classes:

         o    the A-1, A-2, A-3, A-4, A-5, A-6, X-2 and A-J classes, which are
              the classes of series 2004-PWR6 certificates that are offered by
              this prospectus supplement, and

         o    the X-1, B, C, D, E, F, G, H, J, K, L, M, N, P, Q, R and V
              classes, which are the classes of series 2004-PWR6 certificates
              that--

              1. will be retained or privately placed by us, and

              2. are not offered by this prospectus supplement.

         It is expected that ARCap CMBS Fund II REIT, Inc., an affiliate of the
parent of the initial special servicer, will acquire several non-offered classes
of the series 2004-PWR6 certificates, including the class Q certificates.

CERTIFICATE PRINCIPAL BALANCES AND CERTIFICATE NOTIONAL AMOUNTS

         The class A-1, A-2, A-3, A-4, A-5, A-6, A-J, B, C, D, E, F, G, H, J, K,
L, M, N, P and Q certificates are the only series 2004-PWR6 certificates that
will have principal balances and are sometimes referred to as the principal
balance certificates. The principal balance of any of these certificates will
represent the total distributions of principal to which the holder of the
subject certificate is entitled over time out of payments and other collections
on the assets of the trust fund. Accordingly, on each distribution date, the
principal balance of each of these certificates will be permanently reduced by
any principal distributions actually made with respect to that certificate on
that distribution date. See "--Distributions" below. On any particular
distribution date, the principal balance of each of these certificates may also
be permanently reduced, without any corresponding distribution, in connection
with losses on the pooled mortgage loans and default-related and otherwise
unanticipated trust fund expenses. Notwithstanding the provisions described
above, the principal balance of a principal balance certificate may be restored
under limited circumstances in connection with a recovery of amounts that had
previously been determined to constitute nonrecoverable advances. See
"--Reductions of Certificate Principal Balances in Connection with Realized
Losses and Additional Trust Fund Expenses" below.

         The class X-1 and X-2 certificates will not have principal balances.
For purposes of calculating the amount of accrued interest with respect to those
certificates, however, each of those classes will have a notional amount. The
initial notional amounts of the class X-1 and X-2 certificates are shown in the
table appearing under the caption "Summary--Overview of the Series 2004-PWR6
Certificates" in this prospectus supplement. The actual notional amounts of the
class X-1 and X-2 certificates at initial issuance may be larger or smaller than
the amounts shown in that table, depending on, among other things, the actual
size of the initial mortgage pool balance.

          The total notional amount of the class X-1 certificates will equal the
total principal balance of the class A-1, A-2, A-3, A-4, A-5, A-6, A-J, B, C, D,
E, F, G, H, J, K, L, M, N, P and Q certificates outstanding from time to time.

         The total notional amount of the Class X-2 certificates will equal:

         o    during the period from the Issue Date through and including the
              distribution date in December 2005, the sum of (a) the lesser of
              $53,970,000 and the total principal balance of the class A-1
              certificates outstanding from time to time and (b) the total
              principal balance of the class A-2, A-3, A-4, A-5, A-6, A-J, B,
              C, D, E, F, G, H, J, K and L certificates outstanding from time
              to time;

         o    during the period following the distribution date in December
              2005 through and including the distribution date in December
              2006, the sum of (a) the lesser of $1,485,000 and the total
              principal balance of the class A-1 certificates outstanding from
              time to time and (b) the total principal balance of the class
              A-2, A-3, A-4, A-5, A-6, A-J, B, C, D, E, F, G, H, J, K and L
              certificates outstanding from time to time;

         o    during the period following the distribution date in December
              2006 through and including the distribution date in December
              2007, the sum of (a) the lesser of $41,185,000 and the total
              principal balance of the class A-3 certificates outstanding from
              time to time, (b) the total principal balance of the class A-4,
              A-5, A-6, A-J,

                                      S-54


              B, C, D, E, F and G certificates outstanding from time to time
              and (c) the lesser of $8,089,000 and the total principal balance
              of the class H certificates outstanding from time to time;

         o    during the period following the distribution date in December
              2007 through and including the distribution date in December
              2008, the sum of (a) the lesser of $111,457,000 and the total
              principal balance of the class A-4 certificates outstanding from
              time to time, (b) the total principal balance of the class A-5,
              A-6, A-J, B, C, D and E certificates outstanding from time to
              time and (c) the lesser of $12,878,000 and the total principal
              balance of the class F certificates outstanding from time to
              time;

         o    during the period following the distribution date in December
              2008 through and including the distribution date in December
              2009, the sum of (a) the lesser of $43,119,000 and the total
              principal balance of the class A-4 certificates outstanding from
              time to time, (b) the total principal balance of the class A-5,
              A-6, A-J, B, C and D certificates outstanding from time to time
              and (c) the lesser of $5,947,000 and the total principal balance
              of the class E certificates outstanding from time to time;

         o    during the period following the distribution date in December
              2009 through and including the distribution date in December
              2010, the sum of (a) the lesser of $50,795,000 and the total
              principal balance of the class A-5 certificates outstanding from
              time to time, (b) the total principal balance of the class A-6,
              A-J, B and C certificates outstanding from time to time and (c)
              the lesser of $6,117,000 and the total principal balance of the
              class D certificates outstanding from time to time;

         o    during the period following the distribution date in December
              2010 through and including the distribution date in December
              2011, the sum of (a) the lesser of $438,343,000 and the total
              principal balance of the class A-6 certificates outstanding from
              time to time, (b) the total principal balance of the class A-J
              and B certificates outstanding from time to time and (c) the
              lesser of $2,290,000 and the total principal balance of the class
              C certificates outstanding from time to time;

         o    during the period following the distribution date in December
              2011 through and including the distribution date in December
              2012, the sum of (a) the lesser of $403,646,000 and the total
              principal balance of the class A-6 certificates outstanding from
              time to time, (b) the total principal balance of the class A-J
              certificates outstanding from time to time and (c) the lesser of
              $23,934,000 and the total principal balance of the class B
              certificates outstanding from time to time; and

         o    following the distribution date occurring in December 2012, $0.

         The principal balances of the class M, N, P and Q certificates will not
be represented (in whole or in part) in the notional amount of the class X-2
certificates at any time.

         The class R certificates will not have principal balances or notional
amounts. They will be residual interest certificates. The holders of the class R
certificates are not expected to receive any material payments.

         The class V certificates will not have principal balances or notional
amounts. They will entitle holders to certain additional interest that may
accrue with respect to the pooled mortgage loans that are ARD Loans.

         In general, principal balances and notional amounts will be reported on
a class-by-class basis. In order to determine the principal balance of any
principal balance certificate from time to time, you may multiply the original
principal balance of that certificate as of the Issue Date, as specified on the
face of that certificate, by the then-applicable certificate factor for the
relevant class. The certificate factor for any class of principal balance
certificates, as of any date of determination, will equal a fraction, expressed
as a percentage, the numerator of which will be the then outstanding total
principal balance of that class, and the denominator of which will be the
original total principal balance of that class. Certificate factors will be
reported monthly in the certificate administrator's report.

                                      S-55


DISTRIBUTION ACCOUNT

         General. The certificate administrator must establish and maintain an
account in which it will hold funds pending their distribution on the series
2004-PWR6 certificates and from which it will make those distributions. That
distribution account must be maintained in the name of the certificate
administrator on behalf of the trustee and in a manner and with a depository
institution that satisfies Moody's and S&P standards for securitizations similar
to the one involving the offered certificates.

         Deposits. On the business day prior to each distribution date, each
master servicer will be required to remit to the certificate administrator for
deposit in the distribution account the following funds:

         o    All payments and other collections on the pooled mortgage loans
              and any REO Properties in the trust fund that are then on deposit
              in that master servicer's collection account, exclusive of any
              portion of those payments and other collections that represents
              one or more of the following:

              1.   monthly debt service payments due on a due date in a month
                   subsequent to the month in which the subject distribution
                   date occurs;

              2.   payments and other collections received by or on behalf of
                   the trust fund after the end of the related collection
                   period;

              3.   Authorized Collection Account Withdrawals, including--

                   (a)  amounts payable to a master servicer or the special
                        servicer as indemnification or as compensation,
                        including master servicing fees, special servicing
                        fees, workout fees, liquidation fees, assumption fees,
                        modification fees and, to the extent not otherwise
                        applied to cover interest on advances, late payment
                        charges and Default Interest,

                   (b)  amounts payable in reimbursement of outstanding
                        advances, together with interest on those advances, and

                   (c)  amounts payable with respect to other trust fund
                        expenses; and

                   (d)  amounts deposited in that master servicer's collection
                        account in error.

         o    Any advances of delinquent monthly debt service payments made by
              that master servicer with respect to those pooled mortgage loans
              for which it is the applicable master servicer for that
              distribution date.

         o    Any payments made by that master servicer to cover Prepayment
              Interest Shortfalls incurred with respect to those pooled
              mortgage loans for which it is the applicable master servicer
              during the related collection period.

         See "--Advances of Delinquent Monthly Debt Service Payments" below and
"Servicing of the Mortgage Loans Under the Series 2004-PWR6 Pooling and
Servicing Agreement--Collection Accounts" and "--Servicing and Other
Compensation and Payment of Expenses" in this prospectus supplement.

         With respect to the distribution date that occurs during March in any
calendar year subsequent to 2004, the certificate administrator will be required
to transfer from the interest reserve account, which we describe under
"--Interest Reserve Account" below, to the distribution account the interest
reserve amounts that are then being held in that interest reserve account with
respect to the pooled mortgage loans that accrue interest on an Actual/360
Basis.

         The certificate administrator may, at its own risk, invest funds held
in the distribution account in Permitted Investments, which are described in the
Glossary to this prospectus supplement, and will be entitled to the interest and
other income earned on those funds and will be obligated to make up investment
losses.

                                      S-56


         Withdrawals. The certificate administrator may from time to time make
withdrawals from the distribution account for any of the following purposes:

         o    to make distributions on the series 2004-PWR6 certificates;

         o    to pay itself, the tax administrator, the servicer report
              administrator and the trustee monthly fees that are described
              under "--Matters Regarding the Certificate Administrator, the Tax
              Administrator, the Trustee and the Fiscal Agent" and "--Reports
              to Certificateholders; Available Information" below;

         o    to pay any indemnities and reimbursements owed to itself, the tax
              administrator, the trustee, the fiscal agent and various related
              persons as described under "--Matters Regarding the Certificate
              Administrator, the Tax Administrator, the Trustee and the Fiscal
              Agent" below;

         o    to pay for any opinions of counsel required to be obtained in
              connection with any amendments to the series 2004-PWR6 pooling
              and servicing agreement;

         o    to pay any federal, state and local taxes imposed on the trust
              fund, its assets and/or transactions, together with all
              incidental costs and expenses, that are required to be borne by
              the trust fund as described under "Material Federal Income Tax
              Consequences--Taxes that May Be Imposed on the REMIC
              Pool--Prohibited Transactions" in the accompanying prospectus and
              "Servicing of the Mortgage Loans Under the Series 2004-PWR6
              Pooling and Servicing Agreement--REO Account" in this prospectus
              supplement;

         o    to pay itself net investment earnings earned on funds in the
              distribution account for each collection period;

         o    to pay for the cost of recording the series 2004-PWR6 pooling and
              servicing agreement;

         o    with respect to each distribution date during February of any
              year subsequent to 2004 and each distribution date during January
              of any year subsequent to 2004 that is not a leap year, to
              transfer to the certificate administrator's interest reserve
              account the interest reserve amounts required to be so
              transferred in that month with respect to the pooled mortgage
              loans that accrue interest on an Actual/360 Basis;

         o    to pay to the person entitled thereto any amounts deposited in
              the distribution account in error; and

         o    to clear and terminate the distribution account upon the
              termination of the series 2004-PWR6 pooling and servicing
              agreement.

INTEREST RESERVE ACCOUNT

         The certificate administrator must maintain an account in which it will
hold the interest reserve amounts described in the next paragraph with respect
to the pooled mortgage loans that accrue interest on an Actual/360 Basis. That
interest reserve account must be maintained in the name of the certificate
administrator on behalf of the trustee and in a manner and with a depository
institution that satisfies Moody's and S&P standards for securitizations similar
to the one involving the offered certificates. The certificate administrator
may, at its own risk, invest funds held in the interest reserve account in
Permitted Investments, which are described in the Glossary to this prospectus
supplement, and will be entitled to the interest and other income earned on
those funds and will be obligated to make up investment losses.

         During January, except in a leap year, and February of each calendar
year subsequent to 2004, the certificate administrator must, on or before the
distribution date in that month, withdraw from the distribution account and
deposit in the interest reserve account the interest reserve amount with respect
to each of the pooled mortgage loans that accrue interest on an Actual/360 Basis
and for which the monthly debt service payment due in that month was either
received or advanced. In general, that interest reserve amount for each of those
mortgage loans will equal one day's interest accrued at the related mortgage
interest rate net of the Administrative Fee Rate, on the Stated Principal
Balance of that mortgage loan as of the end of the related collection period. In
the case of an ARD Loan, however, the interest reserve amount will not include
Post-ARD Additional Interest.

                                      S-57


         During March of each calendar year subsequent to 2004, the certificate
administrator must, on or before the distribution date in that month, withdraw
from the interest reserve account and deposit in the distribution account any
and all interest reserve amounts then on deposit in the interest reserve account
with respect to the pooled mortgage loans that accrue interest on an Actual/360
Basis. All interest reserve amounts that are so transferred from the interest
reserve account to the distribution account will be included in the Available
Distribution Amount for the distribution date during the month of transfer.

DISTRIBUTIONS

         General. On each distribution date, the certificate administrator will,
subject to the exception described in the next sentence, make all distributions
required to be made on the series 2004-PWR6 certificates on that distribution
date to the holders of record as of the close of business on the last business
day of the calendar month preceding the month in which those distributions are
to occur. The final distribution of principal and/or interest to the registered
holder of any offered certificate, however, will be made only upon presentation
and surrender of that certificate at the location to be specified in a notice of
the pendency of that final distribution.

         Distributions made to a class of series 2004-PWR6 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.

         In order for a series 2004-PWR6 certificateholder to receive
distributions by wire transfer on and after any particular distribution date,
that certificateholder must provide the certificate administrator with written
wiring instructions no later than five days prior to the last day of the
calendar month preceding the month in which that distribution date occurs.
Otherwise, that certificateholder will receive its distributions by check mailed
to it.

         Cede & Co. will be the registered holder of your offered certificates,
and you will receive distributions on your offered certificates through DTC and
its participating organizations, until physical certificates are issued, if
ever. See "--Delivery, Form and Denomination" below.

         If, in connection with any distribution date, the certificate
administrator has reported the amount of an anticipated distribution to DTC
based on the expected receipt of any monthly payment based on information set
forth in a report, or any monthly payment expected to be paid on the last two
business days preceding such distribution date, and the related borrower fails
to make such payments at such time, the certificate administrator will use
commercially reasonable efforts to cause DTC to make the revised distribution on
a timely basis on such distribution date, but there can be no assurance that DTC
will be able to do so. The certificate administrator, the master servicers, the
special servicer, the trustee and the fiscal agent will not be liable or held
responsible for any resulting delay, or claims by DTC resulting therefrom, in
the making of such distribution to series 2004-PWR6 certificateholders. In
addition, if the certificate administrator incurs out-of-pocket expenses,
despite reasonable efforts to avoid or mitigate such expenses, as a consequence
of a borrower failing to make such payments, the certificate administrator will
be entitled to reimbursement from the trust. Any such reimbursement will
constitute "Additional Trust Fund Expenses".

         Interest Distributions. All of the classes of the series 2004-PWR6
certificates will bear interest, except for the R and V classes.

         With respect to each interest-bearing class of the series 2004-PWR6
certificates, interest will accrue during each interest accrual period based
upon:

         o    the pass-through rate for that class and interest accrual period;

         o    the total principal balance or notional amount, as the case may
              be, of that class outstanding immediately prior to the related
              distribution date; and

         o    the assumption that each year consists of twelve 30-day months.

                                      S-58


         On each distribution date, subject to the Available Distribution Amount
for that date and the distribution priorities described under "--Priority of
Distributions" below, the holders of each interest-bearing class of the series
2004-PWR6 certificates will be entitled to receive--

         o    the total amount of interest accrued during the related interest
              accrual period (and any distributable interest that remains
              unpaid from prior distribution dates) with respect to that class
              of certificates, reduced by

         o    the portion of any Net Aggregate Prepayment Interest Shortfall
              (if any) for that distribution date that is allocable to that
              class of series 2004-PWR6 certificates.

         In addition, if any class of principal balance certificates experiences
the restoration of its principal balance on any distribution date under the
limited circumstances that we describe under "--Reductions of Certificate
Principal Balances in Connection with Realized Losses and Additional Trust Funds
Expenses" below, then that class will also be entitled (also subject to the
Available Distribution Amount for that distribution date and the distribution
priorities described under "--Priority of Distributions" below) to the interest
that would have accrued (at its pass-through rate for the interest accrual
period related to such distribution date) for certain prior interest accrual
periods and interest will thereafter accrue on the principal balance of that
class (as calculated taking into account any such restorations and any
reductions in such principal balance from time to time) at the pass-through rate
for that class in effect from time to time.

         If the holders of any interest-bearing class of the series 2004-PWR6
certificates do not receive all of the interest to which they are entitled on
any distribution date, as described in the prior paragraphs, then they will
continue to be entitled to receive the unpaid portion of that interest on future
distribution dates, subject to the Available Distribution Amount for those
future distribution dates and the distribution priorities described under
"--Priority of Distributions" below.

         No portion of any Net Aggregate Prepayment Interest Shortfall for any
distribution date will be allocable to the class X-1 or class X-2 certificates.
The portion of any Net Aggregate Prepayment Interest Shortfall for any
distribution date that is allocable to any particular class of series 2004-PWR6
principal balance certificates will equal the product of--

         o    the amount of that Net Aggregate Prepayment Interest Shortfall,
              multiplied by

         o    a fraction--

              1.   the numerator of which is the total amount of interest
                   accrued during the related interest accrual period with
                   respect to that class of certificates, and

              2.   the denominator of which is the total amount of interest
                   accrued during the related interest accrual period with
                   respect to all of the series 2004-PWR6 principal balance
                   certificates.

         Calculation of Pass-Through Rates. The pass-through rate applicable to
each interest-bearing class of series 2004-PWR6 certificates for the initial
interest accrual period is shown in the table appearing under the caption
"Summary--Overview of the Series 2004-PWR6 Certificates" in this prospectus
supplement.

         The pass-through rates for the class A-1, A-2, A-3, A-4, A-5, A-6 and
A-J certificates for each subsequent interest accrual period will, in the case
of each of those classes, remain fixed at the pass-through rate applicable to
the subject class for the initial interest accrual period.

         The pass-through rates for the class B, C, D, E, J, K, L, M, N, P and Q
certificates for each subsequent interest accrual period will, in the case of
each of these classes, equal the lesser of:

         o    the pass-through rate applicable to that class of certificates
              for the initial interest accrual period, and

         o    the Weighted Average Pool Pass-Through Rate for the distribution
              date that corresponds to that subsequent interest accrual period.

                                      S-59


         The pass-through rate applicable to the class F certificates for each
interest accrual period will equal the Weighted Average Pool Pass-Through Rate
for the distribution date that corresponds to that interest accrual period,
minus a specified percentage. In the case of the class F certificates, that
percentage is 0.030%.

         The pass-through rate applicable to the class G and H certificates for
each interest accrual period will equal the Weighted Average Pool Pass-Through
Rate for the distribution date that corresponds to that interest accrual period.

         The pass-through rate for the class X-2 certificates, for each interest
accrual period through and including the interest accrual period related to the
December 2012 distribution date, will equal the weighted average of the
respective strip rates (the "Class X-2 Strip Rates") at which interest accrues
from time to time on the respective components of the total notional amount of
the class X-2 certificates outstanding immediately prior to the related
distribution date, with the relevant weighting to be done based upon the
relative sizes of those components. Each of those components will be comprised
of all or a designated portion of the total principal balance of a specified
class of series 2004-PWR6 principal balance certificates. If all or a designated
portion of the total principal balance of any class of series 2004-PWR6
principal balance certificates is identified under "--Certificate Principal
Balances and Certificate Notional Amounts" above as being part of the total
notional amount of the class X-2 certificates immediately prior to any
distribution date, then that total principal balance (or designated portion
thereof) will represent a separate component of the total notional amount of the
class X-2 certificates for purposes of calculating the accrual of interest
during the related interest accrual period. For purposes of accruing interest
during any interest accrual period, through and including the interest accrual
period related to the December 2012 distribution date, on any particular
component of the total notional amount of the class X-2 certificates immediately
prior to the related distribution date, the applicable Class X-2 Strip Rate will
equal the excess, if any, of:

         o    the lesser of (a) the reference rate specified on Schedule B for
              such interest accrual period and (b) the Weighted Average Pool
              Pass-Through Rate for the related distribution date that
              corresponds to such interest accrual period, over

         o    the pass-through rate in effect during such interest accrual
              period for the class of series 2004-PWR6 principal balance
              certificates whose total principal balance, or a designated
              portion thereof, comprises such component.

         Following the interest accrual period related to the December 2012
distribution date, the class X-2 certificates will cease to accrue interest. In
connection therewith, the class X-2 certificates will have a 0% pass-through
rate for the interest accrual period related to the January 2013 distribution
date and for each interest accrual period thereafter.

         The pass-through rate for the class X-1 certificates for any interest
accrual period will equal the weighted average of the respective strip rates
(the "Class X-1 Strip Rates") at which interest accrues from time to time on the
respective components of the total notional amount of the class X-1 certificates
outstanding immediately prior to the related distribution date, with the
relevant weighting to be done based upon the relative sizes of those components.
Each of those components will be comprised of all or a designated portion of the
total principal balance of one of the classes of series 2004-PWR6 principal
balance certificates. In general, the total principal balance of each class of
series 2004-PWR6 principal balance certificates will constitute a separate
component of the total notional amount of the class X-1 certificates; provided
that, if a portion, but not all, of the total principal balance of any
particular class of series 2004-PWR6 principal balance certificates is
identified under "--Certificate Principal Balances and Certificate Notional
Amounts" above as being part of the total notional amount of the class X-2
certificates immediately prior to any distribution date, then that identified
portion of such total principal balance will also represent a separate component
of the total notional amount of the class X-1 certificates for purposes of
calculating the accrual of interest during the related interest accrual period,
and the remaining portion of such total principal balance will represent another
separate component of the class X-1 certificates for purposes of calculating the
accrual of interest during the related interest accrual period. For purposes of
accruing interest during any interest accrual period, through and including the
interest accrual period related to the December 2012 distribution date, on any
particular component of the total notional amount of the class X-1 certificates
immediately prior to the related distribution date, the applicable Class X-1
Strip Rate will be calculated as follows:

               1.   if such particular component consists of the entire total
                    principal balance of any class of series 2004-PWR6 principal
                    balance certificates, and if such total principal balance
                    also constitutes, in its entirety, a component of the total
                    notional amount of the class X-2 certificates immediately
                    prior to the related distribution date, then the applicable
                    Class X-1 Strip Rate will equal the excess, if any, of (a)
                    the Weighted Average Pool Pass-Through Rate for the related
                    distribution date, over (b) the greater of (i)

                                      S-60


                    the reference rate specified on Schedule B for such interest
                    accrual period and (ii) the pass-through rate in effect
                    during such interest accrual period for such class of series
                    2004-PWR6 principal balance certificates;

               2.   if such particular component consists of a designated
                    portion (but not all) of the total principal balance of any
                    class of series 2004-PWR6 principal balance certificates,
                    and if such designated portion of such total principal
                    balance also constitutes a component of the total notional
                    amount of the class X-2 certificates immediately prior to
                    the related distribution date, then the applicable Class X-1
                    Strip Rate will equal the excess, if any, of (a) the
                    Weighted Average Pool Pass-Through Rate for the related
                    distribution date, over (b) the greater of (i) the reference
                    rate specified on Schedule B for such interest accrual
                    period and (ii) the pass-through rate in effect during such
                    interest accrual period for such class of series 2004-PWR6
                    principal balance certificates;

               3.   if such particular component consists of the entire total
                    principal balance of any class of series 2004-PWR6 principal
                    balance certificates, and if such total principal balance
                    does not, in whole or in part, also constitute a component
                    of the total notional amount of the class X-2 certificates
                    immediately prior to the related distribution date, then the
                    applicable Class X-1 Strip Rate will equal the excess, if
                    any, of (a) the Weighted Average Pool Pass-Through Rate for
                    the related distribution date, over (b) the pass-through
                    rate in effect during such interest accrual period for such
                    class of series 2004-PWR6 principal balance certificates;
                    and

               4.   if such particular component consists of a designated
                    portion (but not all) of the total principal balance of any
                    class of series 2004-PWR6 principal balance certificates,
                    and if such designated portion of such total principal
                    balance does not also constitute a component of the total
                    notional amount of the class X-2 certificates immediately
                    prior to the related distribution date, then the applicable
                    Class X-1 Strip Rate will equal the excess, if any, of (a)
                    the Weighted Average Pool Pass-Through Rate for the related
                    distribution date, over (b) the pass-through rate in effect
                    during such interest accrual period for such class of series
                    2004-PWR6 principal balance certificates.

         For purposes of accruing interest on the class X-1 certificates during
each interest accrual period subsequent to the interest accrual period related
to the December 2012 distribution date, the total principal balance of each
class of series 2004-PWR6 principal balance certificates will constitute a
single separate component of the total notional amount of the class X-1
certificates, and the applicable Class X-1 Strip Rate with respect to each such
component for each such interest accrual period will equal the excess, if any,
of (a) the Weighted Average Pool Pass-Through Rate for the related distribution
date, over (b) the pass-through rate in effect during such interest accrual
period for the class of series 2004-PWR6 principal balance certificates whose
principal balance makes up such component. Under no circumstances will any Class
X-1 Strip Rate be less than zero.

         The calculation of the Weighted Average Pool Pass-Through Rate will be
unaffected by any change in the mortgage interest rate for any pooled mortgage
loan, including in connection with any bankruptcy or insolvency of the related
borrower or any modification of that mortgage loan agreed to by the applicable
master servicer or the special servicer.

         The class R and V certificates are not interest-bearing certificates
and will not have pass-through rates.

         Principal Distributions. Subject to the relevant Available Distribution
Amount and the priority of distributions described under "--Priority of
Distributions" below, the total amount of principal payable with respect to each
class of the series 2004-PWR6 principal balance certificates on each
distribution date will equal that class's allocable share of the Principal
Distribution Amount for that distribution date.

         In general, the portion of the Principal Distribution Amount that will
be allocated to the class A-1, A-2, A-3, A-4, A-5 and A-6 certificates on each
distribution date will equal:

         o    in the case of the class A-1 certificates, the lesser of--

              1.   the Principal Distribution Amount for that distribution
                   date, and

              2.   the total principal balance of the class A-1 certificates
                   immediately prior to that distribution date;

                                      S-61


         o    in the case of the class A-2 certificates, the lesser of--

              1.   the Principal Distribution Amount for that distribution
                   date, reduced by any portion of that amount that is
                   allocable to the class A-1 certificates as described in the
                   preceding bullet and paid to the holders thereof on that
                   distribution date, and

              2.   the total principal balance of the class A-2 certificates
                   immediately prior to that distribution date;

         o    in the case of the class A-3 certificates, the lesser of--

              1.   the Principal Distribution Amount for that distribution
                   date, reduced by any portion of that amount that is
                   allocable to the class A-1 and A-2 certificates as described
                   in the preceding bullets and paid to the holders thereof on
                   that distribution date, and

              2.   the total principal balance of the class A-3 certificates
                   immediately prior to that distribution date;

         o    in the case of the class A-4 certificates, the lesser of--

              1.   the Principal Distribution Amount for that distribution
                   date, reduced by any portion of that amount that is
                   allocable to the class A-1, A-2 and A-3 certificates as
                   described in the preceding bullets and paid to the holders
                   thereof on that distribution date, and

              2.   the total principal balance of the class A-4 certificates
                   immediately prior to that distribution date;

         o    in the case of the class A-5 certificates, the lesser of--

              1.   the Principal Distribution Amount for that distribution
                   date, reduced by any portion of that amount that is
                   allocable to the class A-1, A-2, A-3 and A-4 certificates as
                   described in the preceding bullets and paid to the holders
                   thereof on that distribution date, and

              2.   the total principal balance of the class A-5 certificates
                   immediately prior to that distribution date; and

         o    in the case of the class A-6 certificates, the lesser of--

              1.   the Principal Distribution Amount for that distribution
                   date, reduced by any portion of that amount that is
                   allocable to the class A-1, A-2, A-3, A-4 and A-5
                   certificates as described in the preceding bullets and paid
                   to the holders thereof on that distribution date, and

              2.   the total principal balance of the class A-6 certificates
                   immediately prior to that distribution date.

However, if two or more classes of class A-1, A-2, A-3, A-4, A-5 and A-6
certificates are outstanding as of any Class A Principal Distribution Cross-Over
Date or, in any event, as of the final distribution date for the series
2004-PWR6 certificates, then the Principal Distribution Amount for that
distribution date and any distribution date thereafter will be allocable between
the A-1, A-2, A-3, A-4, A-5 and A-6 classes on a pro rata basis in accordance
with their respective total principal balances immediately prior to that
distribution date, in each case up to its total principal balance.

         While the class A-1, A-2, A-3, A-4, A-5 and/or A-6 certificates are
outstanding, no portion of the Principal Distribution Amount for any
distribution date will be allocated to any other class of series 2004-PWR6
certificates.

         Following the retirement of the class A-1, A-2, A-3, A-4, A-5 and A-6
certificates, the Principal Distribution Amount for each distribution date will
be allocated to the respective other classes of principal balance certificates
in order of their alphabetical designation, in each case up to the lesser of--

         o    the portion of that Principal Distribution Amount that remains
              unallocated, and

         o    the total principal balance of the subject class immediately
              prior to that distribution date.

                                      S-62


         In no event will the holders of any such other class of principal
balance certificates be entitled to receive any distributions of principal until
the total principal balance of all other classes of series 2004-PWR6
certificates, if any, with an earlier alphabetical designation is reduced to
zero.

         To the extent that a master servicer, the trustee or the fiscal agent
reimburses itself for any nonrecoverable advance (including any interest accrued
thereon), or for any advance (including any interest accrued thereon) with
respect to a defaulted pooled mortgage loan that remains unreimbursed following
its modification and return to performing status, during any collection period
out of the principal portion of debt service advances and payments and other
collection of principal on the mortgage pool, the Principal Distribution Amount
for the related Distribution Date will be reduced by the amount of such
reimbursement. See "--Advances of Delinquent Monthly Debt Service Payments"
below and "Servicing of the Mortgage Loans Under the Series 2004-PWR6 Pooling
and Servicing Agreement--Servicing and Other Compensation and Payment of
Expenses".

         Loss Reimbursement Amounts. As discussed under "--Reductions of
Certificate Principal Balances in Connection with Realized Losses and Additional
Trust Fund Expenses" below, the total principal balance of any class of series
2004-PWR6 principal balance certificates may be reduced without a corresponding
distribution of principal. If that occurs with respect to any class of series
2004-PWR6 principal balance certificates, then, subject to the relevant
Available Distribution Amount and the priority of distributions described under
"--Priority of Distributions" below, the holders of that class will be entitled
to be reimbursed for the amount of that reduction, without interest (and without
duplication of any amount reflected in a restoration of the total principal
balance of that class under the limited circumstances described herein with
respect to recoveries of amounts previously determined to have constituted
nonrecoverable advances).

         Priority of Distributions. On each distribution date, the certificate
administrator will apply the Available Distribution Amount for that date to make
the following distributions in the following order of priority, in each case to
the extent of the remaining portion of the Available Distribution Amount:



     ORDER OF             RECIPIENT
   DISTRIBUTION       CLASS OR CLASSES                          TYPE AND AMOUNT OF DISTRIBUTION
------------------   ------------------          ------------------------------------------------------------------

                       A-1, A-2, A-3,             Interest up to the total interest distributable on those
        1st            A-4, A-5, A-6,             classes, pro rata based on the total interest distributable
                         X-1 and X-2              on each such class

        2nd           A-1, A-2, A-3,              Principal up to the total principal distributable on those classes,
                      A-4, A-5 and A-6            allocable as between those classes as described above under
                                                  "--Principal Distributions"

        3rd           A-1, A-2, A-3,              Reimbursement up to the loss reimbursement amounts for those classes,
                      A-4, A-5 and A-6            pro rata based on the loss reimbursement amount for each such class
----------------------------------------------------------------------------------------------------------------------

        4th           A-J, B, C, D, E,            For each indicated class, interest up to the total interest
                      F, G, H, J, K, L,           distributable for that class, then principal up to the total
                        M, N, P and Q             principal distributable on that class until the principal balance
                                                  of that class is reduced to zero and then reimbursement up
                                                  to the loss reimbursement amount for that class (in that
                                                  order), with no such distributions to be made on that class
                                                  until all the distributions described in this statement have
                                                  been made to all other indicated classes with an earlier
                                                  alphabetical designation (if any)
----------------------------------------------------------------------------------------------------------------------

        5th                  R                    Any remaining portion of the Available Distribution Amount

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


         In general, distributions of principal will be made to the class A-1,
A-2, A-3, A-4, A-5 and A-6 certificates as described above under "--Principal
Distributions". However, on and after the Class A Principal Distribution
Cross-Over Date, and in any event on the final distribution date for the series
2004-PWR6 certificates, the certificate administrator will make distributions of
principal on the class A-1, A-2, A-3, A-4, A-5 and A-6 certificates on a pro
rata basis in accordance with the respective total principal balances of those
classes then outstanding.

                                      S-63


         References to "loss reimbursement amount" in the foregoing table mean,
in the case of any class of series 2004-PWR6 principal balance certificates for
any distribution date, the total amount to which the holders of that class are
entitled as reimbursement for all previously unreimbursed reductions, if any,
made in the total principal balance of that class on all prior distribution
dates as discussed under "--Reductions of Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses" below.

         Distributions of Yield Maintenance Charges and Prepayment Premiums. If
any Yield Maintenance Charge or Prepayment Premium is collected during any
particular collection period with respect to any pooled mortgage loan, then on
the distribution date corresponding to that collection period, the certificate
administrator will pay a portion of that Yield Maintenance Charge or Prepayment
Premium (net of liquidation fees payable therefrom) to the holders of any class
A-1, A-2, A-3, A-4, A-5, A-6, A-J, B, C, D, E, F, G or H certificates that are
entitled to payments of principal on that distribution date, up to an amount
equal to, in the case of any particular class of those certificates, the product
of--

         o    the full amount of that Yield Maintenance Charge or Prepayment
              Premium (net of liquidation fees payable therefrom), multiplied
              by

         o    a fraction, which in no event may be greater than 1.0 or less
              than 0.0, the numerator of which is equal to the excess, if any,
              of the pass-through rate for that class of certificates over the
              discount rate, and the denominator of which is equal to the
              excess, if any, of the mortgage interest rate of the prepaid
              mortgage loan over the discount rate (provided that if the
              denominator of such fraction is equal to zero, such fraction
              shall be deemed to equal 0.0), and further multiplied by

         o    a fraction, the numerator of which is equal to the amount of
              principal distributed to the holders of that class of
              certificates on that distribution date, and the denominator of
              which is the aggregate amount of principal distributed to the
              holders of all the series 2004-PWR6 principal balance
              certificates on that distribution date.

         On each distribution date that occurs before the January 2010
distribution date, the certificate administrator will pay 75.0% of any remaining
portion of that Yield Maintenance Charge or Prepayment Premium to the holders of
the class X-1 certificates and 25.0% of any such remaining portion to the
holders of the class X-2 certificates. On the January 2010 distribution date and
each distribution date thereafter, the certificate administrator will pay 100%
of any remaining portion of that Yield Maintenance Charge or Prepayment Premium
to the holders of the class X-1 certificates.

         The relevant discount rate applicable to any class of certificates with
respect to any pooled mortgage loan that is prepaid will equal--

         o    if a discount rate was used in the calculation of the applicable
              Yield Maintenance Charge or Prepayment Premium pursuant to the
              terms of the pooled mortgage loan, that discount rate, converted
              (if necessary) to a monthly equivalent yield, and

         o    if a discount rate was not used in the calculation of the
              applicable Yield Maintenance Charge or Prepayment Premium
              pursuant to the terms of the pooled mortgage loan, the yield
              calculated by the linear interpolation of the yields, as reported
              in Federal Reserve Statistical Release H.15--Selected Interest
              Rates under the heading "U.S. government securities/treasury
              constant maturities" for the week ending prior to the date of the
              relevant prepayment, of U.S. Treasury constant maturities with a
              maturity date, one longer and one shorter, most nearly
              approximating the maturity date (in the case of a pooled mortgage
              loan that is not an ARD Loan) or the anticipated repayment date
              (in the case of a pooled mortgage loan that is an ARD Loan) of
              that pooled mortgage loan, such interpolated treasury yield
              converted to a monthly equivalent yield.

         For purposes of the immediately preceding bullet, the certificate
administrator or the applicable master servicer will select a comparable
publication as the source of the applicable yields of U.S. Treasury constant
maturities if Federal Reserve Statistical Release H.15 is no longer published.

         See "Risk Factors--Provisions Requiring Yield Maintenance Charges or
Defeasance Provisions May Not Be Enforceable" and "Description of the Mortgage
Pool--Certain Characteristics of the Mortgage Pool--Voluntary Prepayment
Provisions" in this prospectus supplement.

                                      S-64


         Distributions of Post-ARD Additional Interest. The holders of the class
V certificates will be entitled to all amounts, if any, collected on the ARD
Loans in the trust fund and applied as Post-ARD Additional Interest. It is
expected that ARCap CMBS Fund II REIT, Inc. will be the initial holder of the
class V certificates.

TREATMENT OF REO PROPERTIES

         Notwithstanding that any mortgaged property or an interest therein may
be acquired as part of the trust fund through foreclosure, deed in lieu of
foreclosure or otherwise, the related mortgage loan will be treated as having
remained outstanding, until the REO Property is liquidated, for purposes of
determining--

         o    distributions on the series 2004-PWR6 certificates,

         o    allocations of Realized Losses and Additional Trust Fund Expenses
              to the series 2004-PWR6 certificates, and

         o    the amount of all fees payable to the applicable master servicer,
              the special servicer, the certificate administrator, the servicer
              report administrator and the trustee under the series 2004-PWR6
              pooling and servicing agreement.

         In connection with the foregoing, that mortgage loan will be taken into
account when determining the Weighted Average Pool Pass-Through Rate and the
Principal Distribution Amount for each distribution date.

         Operating revenues and other proceeds from an REO Property will be
applied--

         o    first, to pay - or to reimburse the applicable master servicer,
              the special servicer, the certificate administrator and/or the
              trustee for the payment of - any taxes, fees, costs and expenses
              incurred in connection with the operation and disposition of the
              REO Property, and

         o    thereafter, as collections of principal, interest and other
              amounts due on the related mortgage loan.

         To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments" below, the applicable master servicer, the trustee or the
fiscal agent, as applicable, will be required to advance delinquent monthly debt
service payments with respect to each pooled mortgage loan as to which the
corresponding mortgaged property has become an REO Property, in all cases as if
the mortgage loan had remained outstanding.

REDUCTIONS OF CERTIFICATE PRINCIPAL BALANCES IN CONNECTION WITH REALIZED LOSSES
AND ADDITIONAL TRUST FUND EXPENSES

         As a result of Realized Losses and Additional Trust Fund Expenses, the
total Stated Principal Balance of the pooled mortgage loans may decline below
the total principal balance of the series 2004-PWR6 certificates. If this occurs
following the distributions made to the series 2004-PWR6 certificateholders on
any distribution date, then, except to the extent the resulting mismatch exists
because of the reimbursement of advances on worked-out loans from advances and
collections of principal on the mortgage pool (see "--Advances of Delinquent
Monthly Debt Service Payments" below and "Servicing of the Mortgage Loans Under
the Series 2004-PWR6 Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses"), the respective total principal balances
of the series 2004-PWR6 principal balance certificates are to be sequentially
reduced in the following order, until the total principal balance of those
classes of series 2004-PWR6 certificates equals the total Stated Principal
Balance of the pooled mortgage loans that will be outstanding immediately
following that distribution date.

                                      S-65


     ORDER OF ALLOCATION                    CLASS
 ----------------------------          -----------------
             1st                              Q
             2nd                              P
             3rd                              N
             4th                              M
             5th                              L
             6th                              K
             7th                              J
             8th                              H
             9th                              G
            10th                              F
            11th                              E
            12th                              D
            13th                              C
            14th                              B
            15th                             A-J
            16th                       A-1, A-2, A-3,
                                      A-4, A-5 and A-6
                                   pro rata based on total
                               outstanding principal balances


         The above-described reductions in the total principal balances of the
respective classes of the series 2004-PWR6 certificates identified in the
foregoing table will represent an allocation of the Realized Losses and/or
Additional Trust Fund Expenses that caused the particular mismatch in balances
between the pooled mortgage loans and those classes of series 2004-PWR6
certificates. In general, certain Additional Trust Fund Expenses will result in
a shortfall in the payment of interest on one or more subordinate classes of the
series 2004-PWR6 certificates. However, unless and until collections of
principal on the pooled mortgage loans are diverted to cover that interest
shortfall, such Additional Trust Fund Expense will not result in a mismatch in
balances between the pooled mortgage loans and the series 2004-PWR6
certificates.

         The Realized Loss, if any, in connection with the liquidation of a
defaulted mortgage loan, or related REO property, held by the trust fund, will
be an amount generally equal to the excess, if any, of:

         o    the outstanding principal balance of the pooled mortgage loan as
              of the date of liquidation, together with--

              1.   all accrued and unpaid interest on the mortgage loan to, but
                   not including, the due date in the calendar month on which
                   the related net liquidation proceeds, if any, would be
                   distributable to series 2004-PWR6 certificateholders,
                   exclusive, however, of any portion of that interest that
                   represents Default Interest or Post-ARD Additional Interest,
                   and

              2.   all related unreimbursed servicing advances and unpaid
                   liquidation expenses and certain special servicing fees,
                   liquidation fees and/or workout fees incurred on the
                   mortgage loan, and interest on advances made in respect of
                   the mortgage loan, that resulted in shortfalls to investors
                   and not otherwise considered a Realized Loss, over

         o    the total amount of liquidation proceeds, if any, recovered in
              connection with the liquidation.

         If any of the debt due under a pooled mortgage loan is forgiven,
whether in connection with a modification, waiver or amendment granted or agreed
to by the applicable master servicer, the special servicer or any other relevant
party or in connection with the bankruptcy, insolvency or similar proceeding
involving the related borrower, the amount forgiven, other than Default Interest
and Post-ARD Additional Interest, also will be treated as a Realized Loss (but
the principal portion of the debt that is forgiven will generally be recognized
as a Realized Loss on the distribution date that occurs after the collection
period in which the forgiveness occurs and the interest portion of the debt that
is forgiven will generally be recognized as a Realized Loss over time).

                                      S-66


         Any reimbursements of advances determined to be nonrecoverable, and any
payments of special servicing fees, workout fees, liquidation fees and/or
advance interest, that are made in any collection period from the principal
portion of debt service advances and collections of principal on the mortgage
pool that would otherwise be included in the Principal Distribution Amount for
the related distribution date (see "--Advances of Delinquent Monthly Debt
Service Payments" below and "Servicing of the Mortgage Loans Under the Series
2004-PWR6 Pooling and Servicing Agreement--Servicing and Other Compensation and
Payment of Expenses") will create a deficit (or increase an otherwise-existing
deficit) between the aggregate Stated Principal Balance of the mortgage pool and
the total principal balance of the series 2004-PWR6 certificates on the
succeeding distribution date. The related reimbursements and payments made
during any collection period will therefore result in the allocation of those
amounts as Realized Losses (in reverse sequential order in accordance with the
loss allocation rules described above) to reduce principal balances of the
series 2004-PWR6 principal balance certificates on the distribution date for
that collection period. However, if the Principal Distribution Amount for any
distribution date includes any collections of amounts that (i) were previously
determined to constitute nonrecoverable advances, (ii) were reimbursed to a
master servicer, the trustee or the fiscal agent from advances or collections in
respect of principal thereby resulting in a deficit described above and (iii)
were subsequently recovered, then the principal balances of the series 2004-PWR6
certificates will, in general, be restored (in sequential order of class
designation) to the extent of the lesser of such amount and the amount of
Realized Losses previously allocated thereto.

         The reimbursement of advances on worked-out loans from advances or
collections of principal on the mortgage pool (see "--Advances of Delinquent
Monthly Debt Service Payments" below and "Servicing of the Mortgage Loans Under
the Series 2004-PWR6 Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses") during any collection period will create
a deficit (or increase an otherwise-existing deficit) between the aggregate
Stated Principal Balance of the mortgage pool and the total principal balance of
the series 2004-PWR6 certificates on the succeeding distribution date but there
will not be any allocation of that deficit to reduce the principal balances of
the series 2004-PWR6 principal balance certificates on such distribution date
(although an allocation may subsequently be made if the amount reimbursed to the
applicable master servicer, the special servicer, the trustee or the fiscal
agent ultimately is deemed to be nonrecoverable from the proceeds of the
mortgage loan).

         The following items are some examples of Additional Trust Fund
Expenses:

         o    any special servicing fees, workout fees and liquidation fees
              paid to the special servicer that are not otherwise allocated as
              a Realized Loss;

         o    any interest paid to a master servicer, the special servicer, the
              trustee or the fiscal agent with respect to unreimbursed advances
              (except to the extent that Default Interest and/or late payment
              charges are used to pay interest on advances as described under
              "--Advances of Deliquent Monthly Debt Service Payments" below and
              under "Servicing of the Mortgage Loans Under the Series 2004-PWR6
              Pooling and Servicing Agreement--Servicing and Other Compensation
              and Payment of Expenses--Payment of Expenses; Servicing Advances"
              in this prospectus supplement);

         o    the cost of various opinions of counsel required or permitted to
              be obtained in connection with the servicing of the pooled
              mortgage loans and the administration of the other assets of the
              trust fund;

         o    any unanticipated, non-mortgage loan specific expenses of the
              trust fund, including--

              1.   any reimbursements and indemnification to the certificate
                   administrator, the trustee, the fiscal agent and certain
                   related persons, as described under "--Matters Regarding the
                   Certificate Administrator, the Tax Administrator, the
                   Trustee and the Fiscal Agent" below,

              2.   any reimbursements and indemnification to the master
                   servicers, the special servicer and us, as described under
                   "Description of the Pooling and Servicing Agreements--Some
                   Matters Regarding the Servicer and the Depositor" in the
                   accompanying prospectus, and

              3.   any federal, state and local taxes, and tax-related expenses
                   payable out of assets of the trust fund, as described under
                   "Material Federal Income Tax Consequences--Taxes That May Be
                   Imposed on the REMIC Pool--Prohibited Transactions" in the
                   accompanying prospectus;

                                      S-67


         o    rating agency fees, other than on-going surveillance fees, that
              cannot be recovered from the borrower and that are not paid by
              any party to the series 2004-PWR6 pooling and servicing agreement
              or by the related mortgage loan seller pursuant to the mortgage
              loan purchase agreement to which it is a party; and

         o    any amounts expended on behalf of the trust fund to remediate an
              adverse environmental condition at any mortgaged property
              securing a defaulted mortgage loan, as described under "Servicing
              of the Mortgage Loans Under the Series 2004-PWR6 Pooling and
              Servicing Agreement--Procedures with Respect to Defaulted
              Mortgage Loans" in this prospectus supplement.

         Any expenses under the Non-Trust Servicing Agreement for the Lincoln
Square Pooled Mortgage Loan that are similar to Additional Trust Fund Expenses
and that relate to the Lincoln Square Pooled Mortgage Loan are to be paid pro
rata, out of collections on, and other proceeds of, the Lincoln Square Pooled
Mortgage Loan and the related Non-Pooled Pari Passu Companion Loans, thereby
potentially resulting in a loss to the trust fund.

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS

         Each master servicer will be required to make, for each distribution
date, a total amount of advances of principal and/or interest generally equal to
all scheduled monthly debt service payments, other than balloon payments and
Default Interest, and assumed monthly debt service payments (as described
below), in each case net of master servicing fees (and, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, the rate at which any similar fees
accrue under the Non-Trust Servicing Agreement), that--

         o    were due or deemed due, as the case may be, during the same
              calendar month in which the subject distribution date occurs,
              with respect to the pooled mortgage loans (including, if
              applicable, the Non-Trust-Serviced Pooled Mortgage Loan) as to
              which it is the applicable master servicer, and

         o    were not paid by or on behalf of the respective borrowers or
              otherwise collected as of the close of business on the last day
              of the related collection period.

         The advancing obligations of the applicable master servicer described
above for any distribution date will apply as described above with respect to
scheduled monthly debt service payments or assumed monthly debt service payments
due or deemed due in the applicable calendar month, even if those payments are
not due or deemed due until after the end of the collection period that ends in
that calendar month.

         Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any pooled mortgage loan, then the
applicable master servicer will reduce the interest portion, but not the
principal portion, of each monthly debt service advance that it must make with
respect to that pooled mortgage loan during the period that the Appraisal
Reduction Amount exists. The interest portion of any monthly debt service
advance required to be made with respect to any pooled mortgage loan as to which
there exists an Appraisal Reduction Amount, will equal the product of--

         o    the amount of the interest portion of that monthly debt service
              advance that would otherwise be required to be made for the
              subject distribution date without regard to this sentence and the
              prior sentence, multiplied by

         o    a fraction--

              1.   the numerator of which is equal to the Stated Principal
                   Balance of the pooled mortgage loan, net of the Appraisal
                   Reduction Amount, and

              2.   the denominator of which is equal to the Stated Principal
                   Balance of the pooled mortgage loan.

         With respect to any distribution date, each master servicer will be
required to make monthly debt service advances either out of its own funds or,
subject to replacement as and to the extent provided in the series 2004-PWR6
pooling and servicing agreement, out of funds held in that master servicer's
collection account that are not required to be paid on the series 2004-PWR6
certificates on that distribution date.

                                      S-68


         If either master servicer fails to make a required monthly debt service
advance and the trustee is aware of that failure, the trustee--or, if the
trustee fails, the fiscal agent--will be obligated to make that advance, subject
to a determination of recoverability.

         The master servicers, the trustee and the fiscal agent will each be
entitled to recover any monthly debt service advance made by it out of its own
funds from collections on the pooled mortgage loan as to which the advance was
made. None of the master servicers, the trustee or the fiscal agent will be
obligated to make any monthly debt service advance that it or the special
servicer determines, in its reasonable, good faith judgment, would not
ultimately be recoverable (together with interest on the advance) out of
collections on the related pooled mortgage loan. If a master servicer, the
trustee or the fiscal agent makes any monthly debt service advance that it or
the special servicer subsequently determines, in its reasonable, good faith
judgment, will not be recoverable out of collections on the related pooled
mortgage loan, it may obtain reimbursement for that advance, together with
interest accrued on the advance as described in the second succeeding paragraph,
out of general collections on the pooled mortgage loans and any REO Properties
in the trust fund on deposit in the respective master servicers' collection
accounts from time to time. In making such recoverability determination, such
person will be entitled to consider (among other things) only 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. In addition, any such person may update or
change its recoverability determinations at any time and may obtain from the
special servicer any analysis, appraisals or market value estimates or other
information in the possession of the special servicer for such purposes. The
trustee and fiscal agent will be entitled to conclusively rely on any
recoverability determination made by a master servicer or the special servicer.

         In the case of each of the 11 Penn Plaza Pooled Mortgage Loan (after
any date when the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan (or any
portion thereof) is included in another commercial mortgage securitization) and
the Lincoln Square Pooled Mortgage Loan (as to which the Lincoln Square
Non-Pooled Pari Passu Companion Loans have been included in other commercial
mortgage securitizations), the applicable master servicer for that pooled
mortgage loan and each comparable party with respect to each such securitization
of a Non-Pooled Mortgage Loan pursuant to which rated securities have been or
are subsequently issued may independently make its own decision as to the
nonrecoverability of any debt service advance in respect of its loan and provide
notice and supporting documentation with respect to any nonrecoverability
determination that it makes. If such master servicer or comparable party makes a
determination that a debt service advance on an 11 Penn Plaza mortgage loan or a
Lincoln Square mortgage loan would be nonrecoverable, then neither the
applicable master servicer nor any other comparable party may make such an
advance with respect to its respective 11 Penn Plaza mortgage loan or Lincoln
Square mortgage loan (unless all such parties have consulted with each other and
agree that circumstances have changed such that a proposed future debt service
advance would not be a nonrecoverable advance). See "Description of the
Certificates--Advances in Respect of Delinquencies" in the accompanying
prospectus. Absent bad faith, the determination by any authorized person that an
advance constitutes a nonrecoverable advance as described above will be
conclusive and binding.

         Any monthly debt service advance, with interest, that has been
determined to be a nonrecoverable advance with respect to the mortgage pool will
be reimbursable from the collection accounts in the collection period in which
the nonrecoverability determination is made. Any reimbursement of a
nonrecoverable monthly debt service advance, including interest accrued thereon,
will be made first from the principal portion of current debt service advances
and payments and other collections of principal on the mortgage pool (thereby
reducing the Principal Distribution Amount otherwise distributable on the
certificates on the related distribution date) prior to the application of any
other general collections on the mortgage pool against such reimbursement;
provided that, except in extraordinary circumstances, Moody's and S&P will be
provided with at least 15 days notice before any reimbursement of a
nonrecoverable advance will be made from general collections other than
collections or advances of principal. To the extent that the amount representing
principal is insufficient to fully reimburse the party entitled to the
reimbursement, then, such party may elect at its sole option to defer the
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) to one or more future collection periods. To the extent that the
reimbursement is made from principal collections, the Principal Distribution
Amount otherwise payable on the series 2004-PWR6 certificates on the related
distribution date will be reduced and a Realized Loss will be allocated (in
reverse sequential order in accordance with the loss allocation rules described
above under "--Reductions of Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses") to reduce the total
principal balance of the series 2004-PWR6 certificates on that distribution
date.

                                      S-69


         Additionally, in the event that any monthly debt service advance
(including any interest accrued thereon) with respect to a defaulted pooled
mortgage loan remains unreimbursed following the time that such pooled mortgage
loan is modified and returned to performing status, the applicable master
servicer, the trustee or the fiscal agent will be entitled to reimbursement for
that advance (even though that advance has not been determined to be
nonrecoverable), on a monthly basis, out of -- but solely out of -- the
principal portion of debt service advances and payments and other collections of
principal on all the pooled mortgage loans after the application of those
principal payments and collections to reimburse any party for nonrecoverable
debt service advances (as described in the prior paragraph) and/or
nonrecoverable servicing advances as described under "Servicing of the Mortgage
Loans Under the Series 2004-PWR6 Pooling and Servicing Agreement--Servicing and
Other Compensation and Payment of Expenses" (thereby reducing the Principal
Distribution Amount otherwise distributable on the certificates on the related
distribution date). If any such advance is not reimbursed in whole on any
distribution date due to insufficient advances and collections of principal in
respect of the related collection period, then the portion of that advance which
remains unreimbursed will be carried over (with interest thereon continuing to
accrue) for reimbursement on the following distribution date (to the extent of
principal collections available for that purpose). If any such advance, or any
portion of any such advance, is determined, at any time during this
reimbursement process, to be ultimately nonrecoverable out of collections on the
related pooled mortgage loan, then the applicable master servicer, the trustee,
or the fiscal agent, as applicable, will be entitled to immediate reimbursement
as a nonrecoverable advance in an amount equal to the portion of that advance
that remains outstanding, plus accrued interest (under the provisions and
subject to the conditions described in the preceding paragraph). The
reimbursement of advances on worked-out loans from advances and collections of
principal as described in the first sentence of this paragraph during any
collection period will result in a reduction of the Principal Distribution
Amount otherwise distributable on the certificates on the related distribution
date but will not result in the allocation of a Realized Loss on such
distribution date (although a Realized Loss may subsequently arise if the amount
reimbursed to the applicable master servicer, the trustee or the fiscal agent
ultimately is deemed to be nonrecoverable from the proceeds of the mortgage
loan).

         The master servicers, the trustee and the fiscal agent will generally
each be entitled to receive interest on monthly debt service advances made by
that party out of its own funds. However, that interest will commence accruing
on any monthly debt service advance made in respect of a scheduled monthly debt
service payment only on the date on which any applicable grace period for that
payment expires. Interest will accrue on the amount of each monthly debt service
advance for so long as that advance is outstanding, at an annual rate equal to
the prime rate as published in the "Money Rates" section of The Wall Street
Journal, as that prime rate may change from time to time.

         Interest accrued with respect to any monthly debt service advance will
generally be payable at any time on or after the date when the advance is
reimbursed, in which case the payment will be made out of general collections on
the mortgage loans and any REO Properties on deposit in the master servicers'
collection accounts, thereby reducing amounts available for distribution on the
certificates. Under some circumstances, Default Interest and/or late payment
charges may be used to pay interest on advances prior to making payment from
those general collections, but prospective investors should assume that the
available amounts of Default Interest and late payment charges will be de
minimis.

         For information involving servicing advances that is similar to the
information presented in the preceding four paragraphs with respect to monthly
debt service advances, see "Servicing of the Mortgage Loans Under the Series
2004-PWR6 Pooling and Servicing Agreement--Servicing and Other Compensation and
Payment of Expenses--Payment of Expenses; Servicing Advances" below.

         A monthly debt service payment will be assumed to be due with respect
to:

         o    each pooled mortgage loan that is delinquent with respect to its
              balloon payment beyond the end of the collection period in which
              its maturity date occurs and as to which no arrangements have
              been agreed to for the collection of the delinquent amounts,
              including an extension of maturity; and

         o    each pooled mortgage loan as to which the corresponding mortgaged
              property has become an REO Property.

The assumed monthly debt service payment deemed due on any pooled mortgage loan
described in the prior sentence that is delinquent as to its balloon payment
will equal, for its maturity date and for each successive due date that it
remains outstanding and part of the trust fund, the monthly debt service payment
that would have been due on the mortgage loan on the relevant date if the
related balloon payment had not come due and the mortgage loan had, instead,
continued to amortize (if amortization was required) and accrue interest
according to its terms in effect prior to that maturity date. The assumed

                                      S-70


monthly debt service payment deemed due on any pooled mortgage loan described in
the second preceding sentence as to which the related mortgaged property has
become an REO Property, will equal, for each due date that the REO Property or
any interest therein remains part of the trust fund, the monthly debt service
payment or, in the case of a mortgage loan delinquent with respect to its
balloon payment, the assumed monthly debt service payment due or deemed due on
the last due date prior to the acquisition of that REO Property. Assumed monthly
debt service payments for ARD Loans do not include Post-ARD Additional Interest
or accelerated amortization payments that are required to be made from the
application of excess cash flow.

         None of the master servicers, the trustee or the fiscal agent is
required to make any monthly debt service advances with respect to any
Non-Pooled Mortgage Loans.

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

         Certificate Administrator Reports. Based solely on monthly reports
prepared by the master servicers and the special servicer and delivered to the
certificate administrator, the certificate administrator will be required to
prepare and make available electronically or, upon written request from
registered holders or from those parties that cannot receive such statement
electronically, provide by first class mail, on each distribution date to each
registered holder of a series 2004-PWR6 certificate, the parties to the series
2004-PWR6 pooling and servicing agreement and any other designee of the
depositor, a report setting forth, among other things:

         1.   the amount of the distribution on the distribution date to the
              holders of each class of principal balance certificates in
              reduction of the principal balance of the certificates;

         2.   the amount of the distribution on the distribution date to the
              holders of each class of interest-bearing certificates allocable
              to the interest distributable on that class of certificates;

         3.   the aggregate amount of debt service advances made in respect of
              the mortgage pool for the distribution date;

         4.   the aggregate amount of compensation paid to the certificate
              administrator, the trustee and the servicer report administrator
              and servicing compensation paid to the master servicers and the
              special servicer (and/or, if applicable in the case of the
              Non-Trust-Serviced Pooled Mortgage Loan, similar compensation
              paid to the parties under the Non-Trust Servicing Agreement)
              during the related collection period;

         5.   the aggregate Stated Principal Balance of the mortgage pool
              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 collection
              period;

         7.   the number and aggregate principal balance of pooled mortgage
              loans (A) delinquent 30-59 days, (B) delinquent 60-89 days, (C)
              delinquent 90 days or more and (D) current but specially serviced
              or in foreclosure but not an REO Property;

         8.   the value of any REO Property included in the trust fund as of
              the end of the related collection period, on a loan-by-loan
              basis, based on the most recent appraisal or valuation;

         9.   the Available Distribution Amount for the distribution date;

         10.  the amount of the distribution on the distribution date to the
              holders of any class of certificates allocable to Yield
              Maintenance Charges and/or Prepayment Premiums;

         11.  the total interest distributable for each class of
              interest-bearing certificates for the distribution date;

         12.  the pass-through rate in effect for each class of
              interest-bearing certificates for the interest accrual period
              related to the current distribution date and for the next
              succeeding interest accrual period;

         13.  the Principal Distribution Amount for the distribution date,
              separately setting forth the portion thereof that represents
              scheduled principal and the portion thereof representing
              prepayments and other unscheduled collections in respect of
              principal;

                                      S-71


         14.  the total outstanding principal 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 Realized Losses and Additional Trust Fund Expenses;

         15.  the amount of any Appraisal Reduction Amounts effected in
              connection with the distribution date on a loan-by-loan basis,
              the aggregate amount of Appraisal Reduction Amounts effected in
              connection with the distribution date and the aggregate amount of
              Appraisal Reduction Amounts as of the distribution date;

         16.  the number and related principal balances of any mortgage loans
              extended or modified during the related collection period on a
              loan-by-loan basis;

         17.  the amount of any remaining unpaid interest shortfalls for each
              class of interest-bearing certificates as of the close of
              business on the distribution date;

         18.  a loan-by-loan listing of each mortgage loan which was the
              subject of a principal prepayment during the related collection
              period and the amount and the type of principal prepayment
              occurring;

         19.  the amount of the distribution on the distribution date to the
              holders of each class of certificates in reimbursement of
              Realized Losses and Additional Trust Fund Expenses previously
              allocated thereto;

         20.  the aggregate unpaid principal balance of the pooled mortgage
              loans outstanding as of the close of business on the related
              Determination Date;

         21.  with respect to any mortgage loan as to which a liquidation
              occurred during the related collection period (other than through
              a payment in full), (A) the loan number thereof, (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 thereof allocable to distributions on the certificates),
              and (C) the amount of any Realized Loss attributable to the
              liquidation;

         22.  with respect to any REO Property included in the trust as to
              which the special servicer determined that all payments or
              recoveries with respect to the mortgaged property have been
              ultimately recovered during the related collection period, (A)
              the loan number of the related pooled mortgage loan, (B) the
              aggregate of all Liquidation Proceeds and other amounts received
              in connection with that determination (separately identifying the
              portion thereof allocable to distributions on the certificates),
              and (C) the amount of any Realized Loss attributable to the
              related REO mortgage loan in connection with that determination;

         23.  the aggregate amount of interest on monthly debt service advances
              in respect of the mortgage loans paid to the master servicers,
              the trustee and/or the fiscal agent since the prior distribution
              date;

         24.  the aggregate amount of interest on servicing advances in respect
              of the mortgage loans paid to the master servicers, the special
              servicer, the trustee and/or the fiscal agent since the prior
              distribution date;

         25.  a loan by loan listing of any mortgage loan which was defeased
              during the related collection period;

         26.  the amounts of any excess liquidation proceeds held in the
              trustee's account designated for such excess liquidation
              proceeds; and

         27.  the amount of the distribution on the distribution date to the
              holders of the class R certificates.

         Servicer Report Administrator. One master servicer, called the servicer
report administrator, will be responsible for the assembly and combination of
various reports prepared by the other master servicer and the special servicer.
The servicer report administrator will be entitled to a monthly fee for its
services. That fee will accrue with respect to each and every pooled mortgage
loan. In each case, that fee will accrue at 0.0005% per annum on the Stated
Principal Balance of each subject mortgage loan outstanding from time to time
and will be calculated based on the same interest accrual basis, which is either
an Actual/360 Basis or a 30/360 Basis, as the subject pooled mortgage loan. The
servicer report administrator fee is payable out of general collections on the
mortgage loans and any REO Properties in the trust fund.

         Book-Entry Certificates. See "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
accompanying prospectus for information regarding the ability of holders of
offered certificates in book-entry form to obtain access to the reports of the
certificate administrator.

                                      S-72


         Information Available Electronically. The certificate administrator
will, and each master servicer may, make the certificate administrator's or that
master servicer's, as the case may be, reports available to holders and
beneficial owners of the series 2004-PWR6 certificates each month via the
certificate administrator's and/or that master servicer's internet website. In
addition, the certificate administrator will also make mortgage loan
information, as presented in the standard Commercial Mortgage Securities
Association investor reporting package formats, available to holders and
beneficial owners of the series 2004-PWR6 certificates via the certificate
administrator's internet website. The certificate administrator's internet
website will initially be located at "www.ctslink.com/cmbs". For assistance with
the certificate administrator's internet website, holders and beneficial owners
of the series 2004-PWR6 certificates may call (301) 815-6600.

         The certificate administrator will make no representations or
warranties as to the accuracy or completeness of, and may disclaim
responsibility for, any information made available by it for which it is not the
original source.

         The certificate administrator and each master servicer may require
registration and the acceptance of a disclaimer, as well as, in certain cases,
an agreement to keep the subject information confidential, in connection with
providing access to that party's internet website. The certificate administrator
will not be liable for the dissemination of information by it in accordance with
the series 2004-PWR6 pooling and servicing agreement.

         Other Information. The series 2004-PWR6 pooling and servicing agreement
will obligate the trustee, the certificate administrator or both of them, as
applicable, to make available or cause to be made available at its respective
offices (or those of a document custodian), during normal business hours, upon
reasonable advance written notice, for review by any holder or beneficial owner
of a series 2004-PWR6 certificate or any person identified to the trustee, the
certificate administrator or any document custodian, as applicable, as a
prospective transferee of a series 2004-PWR6 certificate or any interest in that
certificate, originals or copies, in paper or electronic form, of various
documents related to the assets of the trust fund and the administration of the
trust fund. Those documents include (among other things) the mortgage files for
the pooled mortgage loans; the series 2004-PWR6 pooling and servicing agreement
and any amendments thereof; the Non-Trust Servicing Agreement and any amendments
thereof; the monthly reports of the certificate administrator; the mortgage loan
purchase agreements pursuant to which we purchased the pooled mortgage loans;
the annual compliance certificates and annual accountants reports delivered by
the master servicers and special servicer; and any officer's certificates or
notices of determination that any advance constitutes a nonrecoverable advance.
You should assume that the trustee, the certificate administrator or any
document custodian, as the case may be, will be permitted to require payment of
a sum sufficient to cover the reasonable out-of-pocket costs and expenses of
providing the copies.

         In connection with providing access to or copies of the items described
above and under "Information Available Electronically" above, the trustee, the
master servicer, the certificate administrator or any document custodian, as the
case may be, may require:

         o    in the case of a registered holder or beneficial owner of a
              series 2004-PWR6 certificate, a written confirmation executed by
              the requesting person or entity generally to the effect that the
              person or entity is a registered holder or beneficial owner of a
              series 2004-PWR6 certificate and will keep confidential any of
              the information that has not been filed with the SEC; and

         o    in the case of a prospective purchaser of a series 2004-PWR6
              certificate or any interest in a series 2004-PWR6 certificate,
              confirmation executed by the requesting person or entity
              generally to the effect that the person or entity is a
              prospective purchaser of a series 2004-PWR6 certificate or an
              interest in a series 2004-PWR6 certificate, is requesting the
              information for use in evaluating a possible investment in that
              certificate and will keep confidential any of the information
              that has not been filed with the SEC.

VOTING RIGHTS

         99.0% of the voting rights will be allocated to the holders of the
class A-1, A-2, A-3, A-4, A-5, A-6, A-J, B, C, D, E, F, G, H, J, K, L, M, N, P
and Q certificates, in proportion to the respective total principal balances of
those classes; 1.0% of the voting rights will be allocated between the holders
of the class X-1 certificates, on the one hand, and the holders of the class X-2
certificates on the other, in proportion to the respective total notional
amounts of those classes; and 0% of the voting rights will be allocated to the
holders of the class R and V certificates. Voting rights allocated to a class of
series 2004-PWR6 certificateholders will be allocated among those
certificateholders in proportion to their respective percentage interests in
that class.

                                      S-73


DELIVERY, FORM AND DENOMINATION

         General. We intend to deliver the offered certificates in minimum
denominations of $250,000, in the case of the class X-2 certificates, and
$25,000, in the case of the class A-1, A-2, A-3, A-4, A-5, A-6 and A-J
certificates. Investments in excess of those minimum denominations may be made
in multiples of $1.

         Each class of offered certificates will initially be represented by one
or more certificates registered in the name of Cede & Co., as nominee of The
Depository Trust Company. You will not be entitled to receive a physical
certificate representing your interest in an offered certificate, except under
the limited circumstances described under "Description of the
Certificates--Book-Entry Registration and Definitive Certificates" in the
accompanying prospectus. For so long as any class of offered certificates is
held in book-entry form--

         o    all references in this prospectus supplement to actions by
              holders of those certificates will refer to actions taken by DTC
              upon instructions received from beneficial owners of those
              certificates through its participating organizations, and

         o    all references in this prospectus supplement to payments,
              distributions, remittances, notices, reports and statements made
              or sent to holders of those certificates will refer to payments,
              distributions, remittances, notices, reports and statements made
              or sent to DTC or Cede & Co., as the registered holder of those
              certificates, for payment or transmittal, as applicable, to the
              beneficial owners of those certificates through its participating
              organizations in accordance with DTC's procedures.

         The certificate administrator will initially serve as registrar for
purposes of providing for the registration of the offered certificates and, if
and to the extent physical certificates are issued to the actual beneficial
owners of any of the offered certificates, the registration of transfers and
exchanges of those certificates.

         DTC, Euroclear and Clearstream. You will hold your offered certificates
in book-entry form through DTC, in the United States, or Clearstream Banking,
societe anonyme or Euroclear Bank as operator of The Euroclear System, in
Europe. For additional information regarding DTC and the limited circumstances
in which definitive certificates may be issued with respect to the offered
certificates, you should refer to the section of the accompanying prospectus
titled "Description of the Certificates--Book-Entry Registration and Definitive
Certificates". The following paragraphs provide information with respect to
Clearstream and Euroclear.

         It is our understanding that Clearstream holds securities for its
member organizations and facilitates the clearance and settlement of securities
transactions between its member organizations through electronic book-entry
changes in accounts of those organizations. Transactions may be settled in
Clearstream in many major currencies across 37 markets. Clearstream is
registered as a bank in Luxembourg. It is subject to regulation by the
Commission de Surveillance du Secteur Financier, which supervises Luxembourg
banks. Clearstream's customers are world-wide financial institutions including
underwriters, securities brokers and dealers, banks, trust companies and
clearing corporations.

         It is our understanding that Euroclear holds securities for its member
organizations and facilitates the clearance and settlement of transactions
between its member organizations through simultaneous electronic book-entry
delivery against payment. Transactions may be settled in Euroclear in any of
over 40 currencies, including United States dollars. Euroclear is operated by
Euroclear Bank S.A./N.V., as Euroclear Operator, under a license agreement with
Euroclear plc. The Euroclear Operator is regulated, and examined, by the Belgian
Banking and Finance Commission and the National Bank of Belgium. All operations
are conducted by the Euroclear Operator, and all Euroclear securities clearance
accounts and Euroclear cash accounts are accounts with the Euroclear Operator,
not Euroclear plc. Euroclear plc establishes policy for the Euroclear system on
behalf of the member organizations of Euroclear.

         Euroclear and Clearstream have established an electronic bridge between
their two systems across which their respective participants may settle trades
with each other.

         Securities clearance accounts and cash accounts with the Euroclear
Operator are governed by the Euroclear Terms and Conditions. The Euroclear Terms
and Conditions govern transfers of securities and cash within the Euroclear
system, withdrawal of securities and cash from the Euroclear system, and
receipts of payments with respect to securities in the Euroclear system. All
securities in the Euroclear system are held on a fungible basis without
attribution of specific securities

                                      S-74


to specific securities clearance accounts. The Euroclear Operator acts under the
Euroclear Terms and Conditions only on behalf of member organizations of
Euroclear and has no record of or relationship with persons holding through
those member organizations.

         Transfers between participants in the DTC system will be effected in
the ordinary manner in accordance with DTC's rules and will be settled in
same-day funds. Transfers between direct account holders at Euroclear and
Clearstream, or between persons or entities participating indirectly in
Euroclear or Clearstream, will be effected in the ordinary manner in accordance
with their respective procedures and in accordance with DTC's rules.

         Cross-market transfers between direct participants in DTC, on the one
hand, and member organizations at Euroclear or Clearstream, on the other, will
be effected through DTC in accordance with DTC's rules and the rules of
Euroclear or Clearstream, as applicable. These cross-market transactions will
require, among other things, delivery of instructions by the applicable member
organization to Euroclear or Clearstream, as the case may be, in accordance with
the rules and procedures and within deadlines, Brussels time, established in
Euroclear or Clearstream, as the case may be. If the transaction complies with
all relevant requirements, Euroclear or Clearstream, as the case may be, will
then deliver instructions to its depositary to take action to effect final
settlement on its behalf.

         Because of time-zone differences, the securities account of a member
organization of Euroclear or Clearstream purchasing an interest in a global
certificate from a DTC participant that is not a member organization, will be
credited during the securities settlement processing day, which must be a
business day for Euroclear or Clearstream, as the case may be, immediately
following the DTC settlement date. Transactions in interests in a book-entry
certificate settled during any securities settlement processing day will be
reported to the relevant member organization of Euroclear or Clearstream on the
same day. Cash received in Euroclear or Clearstream as a result of sales of
interests in a book-entry certificate by or through a member organization of
Euroclear or Clearstream, as the case may be, to a DTC participant that is not a
member organization will be received with value on the DTC settlement date, but
will not be available in the relevant Euroclear or Clearstream cash account
until the business day following settlement in DTC. See Appendix E to this
prospectus supplement for additional information regarding clearance and
settlement procedures for offered certificates in book-entry form and for
information with respect to tax documentation procedures relating to those
certificates.

         The information in this prospectus supplement concerning DTC, Euroclear
and Clearstream, and their book-entry systems, has been obtained from sources
believed to be reliable, but neither we nor any of the underwriters take any
responsibility for the accuracy or completeness of that information.

         Registration and Transfer. The holder of any physical certificate
representing an offered certificate may transfer or exchange the same in whole
or part, subject to the minimum authorized denomination, at the corporate trust
office of the certificate registrar or at the office of any transfer agent. No
fee or service charge will be imposed by the certificate registrar for any such
registration of transfer or exchange. The certificate registrar may require
payment by each transferor of a sum sufficient to pay any tax, expense or other
governmental charge payable in connection with the transfer.

THE INITIAL CERTIFICATE ADMINISTRATOR AND TAX ADMINISTRATOR

         Wells Fargo Bank, National Association will serve as the certificate
administrator and as the tax administrator. In addition, WFB will serve as
registrar for purposes of recording and otherwise providing for the registration
of the series 2004-PWR6 certificates and of transfers and exchanges of any and
all series 2004-PWR6 certificates issued in definitive form, and as
authenticating agent of the series 2004-PWR6 certificates. WFB maintains a
corporate trust office at 9062 Old Annapolis Road, Columbia, Maryland 21045. Its
office for certificate transfer purposes is located at Wells Fargo Center, Sixth
Street and Marquette Avenue, Minneapolis, Minnesota 55479-0113. WFB is also one
of the master servicers and one of the mortgage loan sellers and is affiliated
with one of the underwriters. As compensation for the performance of its duties
as certificate administrator and tax administrator, WFB will be paid a portion
of the monthly trustee fee as set forth in the series 2004-PWR6 pooling and
servicing agreement.

         The information set forth in this prospectus supplement concerning WFB
has been provided by it. Neither we nor any of the underwriters makes any
representation or warranty as to the accuracy or completeness of this
information.

                                      S-75


THE INITIAL TRUSTEE

         LaSalle Bank National Association, a national banking association, will
act as initial trustee on behalf of the series 2004-PWR6 certificateholders. As
of the Issue Date, the office of LaSalle primarily responsible for
administration of the trust assets, its asset-backed securities trust services
office, is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Global Securitization Trust Services Group--Bear Stearns
Commercial Mortgage Securities Trust 2004-PWR6. LaSalle is an affiliate of ABN
AMRO Bank N.V., the initial fiscal agent. As of June 30, 2004, LaSalle had
assets of approximately $62.7 billion.

         The information set forth in this prospectus supplement concerning
LaSalle has been provided by it. Neither we nor any of the underwriters makes
any representation or warranty as to the accuracy or completeness of this
information.

THE INITIAL FISCAL AGENT
         ABN AMRO Bank N.V., a Netherlands banking corporation and the indirect
corporate parent of the initial trustee, will act as initial fiscal agent
pursuant to the series 2004-PWR6 pooling and servicing agreement. The fiscal
agent's office is located at 135 South LaSalle Street, Suite 1625, Chicago,
Illinois 60603, Attention: Global Securitization Trust Services Group--Bear
Stearns Commercial Mortgage Securities Trust 2004-PWR6. As of June 30, 2004, ABN
AMRO had assets of approximately $765.7 billion. The long-term debt obligations
of ABN AMRO Bank N.V. are rated "Aa3" by Moody's and "AA-" by S&P.

         The information set forth in this prospectus supplement concerning ABN
AMRO has been provided by it. Neither we nor any of the underwriters makes any
representation or warranty as to the accuracy or completeness of this
information.

MATTERS REGARDING THE CERTIFICATE ADMINISTRATOR, THE TAX ADMINISTRATOR, THE
TRUSTEE AND THE FISCAL AGENT

         The trustee will be entitled to a monthly fee for its services. That
fee will accrue with respect to each and every pooled mortgage loan. In each
case, that fee will accrue at 0.0023% per annum on the Stated Principal Balance
of the subject mortgage loan outstanding from time to time and will be
calculated based on the same interest accrual basis, which is either an
Actual/360 Basis or a 30/360 Basis, as the subject pooled mortgage loan. The
trustee fee is payable out of general collections on the mortgage loans and any
REO Properties in the trust fund. The trustee will be responsible, without the
right of reimbursement, for the fees of the fiscal agent, the certificate
administrator and the tax administrator.

         The holders of series 2004-PWR6 certificates representing a majority of
the total voting rights may remove any of the certificate administrator, the tax
administrator or the trustee, upon written notice to each master servicer, the
special servicer, us and the trustee.

         ABN AMRO will be deemed to resign or be replaced as fiscal agent at the
same time that LaSalle ever resigns or is replaced as trustee. If required by
the series 2004-PWR6 pooling and servicing agreement, the successor trustee will
be responsible for appointing a successor fiscal agent.

         The trust fund will indemnify the certificate administrator, the tax
administrator, the trustee, the fiscal agent and their respective directors,
officers, employees, agents and affiliates against any and all losses,
liabilities, damages, claims or expenses, including reasonable attorneys' fees,
arising with respect to the series 2004-PWR6 pooling and servicing agreement,
the mortgage loans or the series 2004-PWR6 certificates, other than those
resulting from the negligence, fraud, bad faith or willful misconduct of the
certificate administrator, the tax administrator, the trustee or the fiscal
agent, as applicable, other than allocable overhead, and other than any cost or
expense expressly required to be borne by the certificate administrator, the tax
administrator, the trustee or the fiscal agent, as applicable.

         None of the certificate administrator, the tax administrator, the
trustee or the fiscal agent will be liable for any action reasonably taken,
suffered or omitted by it in good faith and believed by it to be authorized by
the series 2004-PWR6 pooling and servicing agreement. None of the certificate
administrator, the tax administrator, the trustee or the fiscal agent will be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties under the series 2004-PWR6 pooling and
servicing agreement or in the exercise of any of its rights or powers if, in the
opinion of that entity, the repayment of those funds or adequate indemnity
against that risk or liability is not reasonably assured to it.

                                      S-76


         Provisions similar to the provisions described under the sections of
the accompanying prospectus entitled "Description of the Certificates--Duties of
the Trustee", "Eligibility of the Trustee", "--Regarding the Fees, Indemnities
and Powers of the trustee" and "--Resignation and Removal of the Trustee" will
apply to the certificate administrator and the tax administrator.

AMENDMENT OF THE SERIES 2004-PWR6 POOLING AND SERVICING AGREEMENT

         The circumstances under which the series 2004-PWR6 pooling and
servicing agreement may be amended are described in the accompanying prospectus
under "Description of the Pooling and Servicing Agreements--Amendment". However,
notwithstanding that discussion:

         o    no such amendment may significantly change the activities of the
              trust without the consent of the holders of series 2004-PWR6
              certificates entitled to not less than 51% of the series
              2004-PWR6 voting rights, not taking into account certificates
              held by us, by any mortgage loan seller or by any affiliates or
              agents of us or any such mortgage loan seller;

         o    the absence of an adverse effect in any material respect on the
              interests of any particular holder of a rated series 2004-PWR6
              certificate can also be evidenced by written confirmation from
              each of Moody's and S&P that the amendment will not result in a
              qualification, downgrade or withdrawal of the rating(s) assigned
              to that certificate;

         o    amendments can also be made without certificateholder consent in
              order to relax or eliminate transfer restrictions and/or
              requirements imposed by the REMIC provisions; and

         o    amendments with certificateholder consent require the consent of
              the holders of series 2004-PWR6 certificates entitled to not less
              than 51% of all of the series 2004-PWR6 voting rights.

TERMINATION OF THE SERIES 2004-PWR6 POOLING AND SERVICING AGREEMENT

         The obligations created by the series 2004-PWR6 pooling and servicing
agreement will terminate following the earlier of--

         1.   the final payment or advance on, or other liquidation of, the
              last pooled mortgage loan or related REO Property remaining in
              the trust fund,

         2.   the purchase of all of the pooled mortgage loans and REO
              Properties remaining in the trust fund or held on behalf of the
              trust fund by any single certificateholder or group of
              certificateholders of the series 2004-PWR6 controlling class, PAR
              as a master servicer, WFB as a master servicer or the special
              servicer, in that order of preference, and

         3.   the exchange by any single holder of all the series 2004-PWR6
              certificates for all of the pooled mortgage loans and REO
              Properties remaining in the trust fund.

         Written notice of termination of the series 2004-PWR6 pooling and
servicing agreement will be given to each series 2004-PWR6 certificateholder.
The final distribution to the registered holder of each series 2004-PWR6
certificate will be made only upon surrender and cancellation of that
certificate at the office of the certificate administrator or at any other
location specified in the notice of termination.

         The right of the series 2004-PWR6 controlling class certificateholders,
each master servicer and the special servicer to purchase all of the pooled
mortgage loans and REO Properties remaining in the trust fund is subject to the
conditions (among others) that--

         o    the total Stated Principal Balance of the mortgage pool is 1% or
              less of the initial mortgage pool balance,

                                      S-77


         o    within 30 days after notice of the election of that person to
              make the purchase is given, no person with a higher right of
              priority to make the purchase notifies the other parties to the
              series 2004-PWR6 pooling and servicing agreement of its election
              to do so,

         o    if more than one holder or group of holders of the series
              2004-PWR6 controlling class desire to make the purchase,
              preference will be given to the holder or group of holders with
              the largest percentage interest in the series 2004-PWR6
              controlling class, and

         o    if either master servicer desires to make the purchase, the other
              master servicer will have the option to purchase all of the
              pooled mortgage loans and related REO Properties remaining in the
              trust fund for which it is the applicable master servicer.

         Any purchase by any single holder or group of holders of the series
2004-PWR6 controlling class, a master servicer, the two master servicers
together or the special servicer of all the pooled mortgage loans and REO
Properties remaining in the trust fund is required to be made at a price equal
to:

         o    the sum of--

              1.   the aggregate Purchase Price of all the pooled mortgage
                   loans remaining in the trust fund, other than any mortgage
                   loans as to which the mortgaged properties have become REO
                   Properties, and

              2.   the appraised value of all REO Properties then included in
                   the trust fund, in each case as determined by an appraiser
                   mutually agreed upon by the applicable master servicer, the
                   special servicer and the trustee (or, in the case of any REO
                   Property related to any Mortgage Loan Group, the value of
                   the trust fund's interest therein); minus

         o    solely in the case of a purchase by a master servicer or the
              special servicer, the total of all amounts payable or
              reimbursable to the purchaser under the series 2004-PWR6 pooling
              and servicing agreement.

         The purchase will result in early retirement of the then outstanding
series 2004-PWR6 certificates. The termination price, exclusive of any portion
of the termination price payable or reimbursable to any person other than the
series 2004-PWR6 certificateholders, will constitute part of the Available
Distribution Amount for the final distribution date. Any person or entity making
the purchase will be responsible for reimbursing the parties to the series
2004-PWR6 pooling and servicing agreement for all reasonable out-of-pocket costs
and expenses incurred by the parties in connection with the purchase.

         An exchange by any single holder of all of the series 2004-PWR6
certificates for all of the pooled mortgage loans and REO Properties remaining
in the trust fund may be made by giving written notice to each of the parties to
the series 2004-PWR6 pooling and servicing agreement no later than 60 days prior
to the anticipated date of exchange. If an exchange is to occur as described
above, then the holder of the series 2004-PWR6 certificates, no later than the
business day immediately preceding the distribution date on which the final
payment on the series 2004-PWR6 certificates is to occur, must deposit in the
applicable collection accounts amounts that are together equal to all amounts
then due and owing to each master servicer, the special servicer, the
certificate administrator, the tax administrator, the trustee, the fiscal agent
and their respective agents under the series 2004-PWR6 pooling and servicing
agreement. No such exchange may occur until the total principal balance of the
class A-1, A-2, A-3, A-4, A-5, A-6, A-J, B, C, D, E, F, G and H certificates is
reduced to zero.

                        YIELD AND MATURITY CONSIDERATIONS


YIELD CONSIDERATIONS

         General. The yield on any offered certificate will depend on--

          o    the price at which that certificate is purchased by an investor,
               and

          o    the rate, timing and amount of distributions on that certificate.

                                      S-78


         The rate, timing and amount of distributions on any offered certificate
will in turn depend on, among other things:

          o    the pass-through rate for that certificate,

          o    the rate and timing of principal payments, including voluntary
               and involuntary prepayments, repurchases for material document
               defects or material breaches of representations, exercise of
               purchase options by holders of subordinate notes or mezzanine
               loans, and other principal collections on the pooled mortgage
               loans, and the extent to which those amounts are to be applied in
               reduction of the principal balance or notional amount, as
               applicable, of that certificate,

          o    the rate and timing of reimbursements made to the master
               servicers, the special servicer, the trustee or the fiscal agent
               for nonrecoverable advances and/or for advances previously made
               in respect of a worked-out pooled mortgage loan that are not
               repaid at the time of the workout,

          o    the rate, timing and severity of Realized Losses and Additional
               Trust Fund Expenses and the extent to which those losses and
               expenses are allocable in reduction of the principal balance or
               notional amount, as applicable, of that certificate or cause
               shortfalls in interest distributable to that certificate, and

          o    except in the case of the class X-2 certificates, the timing and
               severity of any Net Aggregate Prepayment Interest Shortfalls and
               the extent to which those shortfalls result in the reduction of
               the interest distributions of that certificate.

         Rate and Timing of Principal Payments. The yield to maturity of the
class X-2 certificates will be highly sensitive to, and the yield to maturity on
the other offered certificates purchased at a discount or a premium will be
affected by, the rate and timing of principal distributions on, or otherwise
resulting in a reduction of the total principal balances or notional amounts of,
those certificates. In turn, the rate and timing of distributions on, or
otherwise resulting in a reduction of the total principal balances or notional
amounts of, those certificates will be directly related to the rate and timing
of principal payments on or with respect to the pooled mortgage loans. Finally,
the rate and timing of principal payments on or with respect to the pooled
mortgage loans will be affected by their amortization schedules, the dates on
which balloon payments are due and the rate and timing of principal prepayments
and other unscheduled collections on them, including for this purpose,
collections made in connection with liquidations of pooled mortgage loans due to
defaults, casualties or condemnations affecting the mortgaged properties, or
purchases or other removals of pooled mortgage loans from the trust fund. If you
are considering the purchase of class X-2 certificates, you should fully
consider the risk that an extremely rapid rate of payments and other collections
of principal on the pooled mortgage loans could result in your failure to fully
recover your initial investment.

         Because the pass-through rate for the class X-2 certificates is based
upon the Weighted Average Pool Pass-Through Rate, that pass-through rate (and,
accordingly, the yield) on that class of offered certificates could be adversely
affected if pooled mortgage loans with relatively high mortgage interest rates
experienced a faster rate of principal payments than pooled mortgage loans with
relatively low mortgage interest rates. In addition, the pass-through rate for,
and the yield on, the class X-2 certificates will vary with changes in the
relative sizes of the total principal balances of the respective classes of
principal balance certificates, or the designated portions of those total
principal balances, that make up the total notional amount of the class X-2
certificates.

         Prepayments and other early liquidations of the pooled mortgage loans
will result in distributions on the offered certificates of amounts that would
otherwise be paid over the remaining terms of those mortgage loans. This will
tend to shorten the weighted average lives of the offered certificates with
principal balances and accelerate the rates at which the notional amount of the
class X-2 certificates is reduced. Defaults on the pooled mortgage loans,
particularly at or near their maturity dates, may result in significant delays
in distributions of principal on the pooled mortgage loans and, accordingly, on
the offered certificates, while work-outs are negotiated or foreclosures are
completed. These delays will tend to lengthen the weighted average lives of the
offered certificates. See "Servicing of the Mortgage Loans Under the Series
2004-PWR6 Pooling and Servicing Agreement--Modifications, Waivers, Amendments
and Consents" in this prospectus supplement. In addition, the ability of a
borrower under an ARD Loan to repay that loan on the related anticipated
repayment date will generally depend on its ability to either refinance the
mortgage loan or sell the corresponding mortgaged property. Also, a borrower may
have little incentive to repay its mortgage loan on the related anticipated
repayment date if then prevailing

                                      S-79


interest rates are relatively high. Accordingly, we cannot assure you that any
ARD Loan in the trust fund will be paid in full on its anticipated repayment
date.

         The extent to which the yield to maturity on any offered certificate
may vary from the anticipated yield will depend upon the degree to which the
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the pooled mortgage loans are in turn paid in a
reduction of the principal balance of the certificate. If you purchase your
offered certificates at a discount, you should consider the risk that a slower
than anticipated rate of principal payments on the pooled mortgage loans could
result in an actual yield to you that is lower than your anticipated yield. If
you purchase your offered certificates at a premium, you should consider the
risk that a faster than anticipated rate of principal payments on the pooled
mortgage loans could result in an actual yield to you that is lower than your
anticipated yield.

         Because the rate of principal payments on or with respect to the pooled
mortgage loans will depend on future events and a variety of factors, no
assurance can be given as to that rate or the rate of principal prepayments in
particular.

         Delinquencies and Defaults on the Mortgage Loans. The rate and timing
of delinquencies and defaults on the pooled mortgage loans will affect--

         o    the amount of distributions on your offered certificates,

         o    the yield to maturity of your offered certificates,

         o    if you are purchasing principal balance certificates, the rate of
              principal distributions on your offered certificates,

         o    if you are purchasing class X-2 certificates, the rate and timing
              of reductions in the notional amount of your certificates, and

         o    the weighted average life of your offered certificates.

         Delinquencies on the pooled mortgage loans, unless covered by advances,
may result in shortfalls in distributions of interest and/or principal on your
offered certificates for the current month. Although any shortfalls in
distributions of interest may be made up on future distribution dates, no
interest would accrue on those shortfalls. Thus, any shortfalls in distributions
of interest would adversely affect the yield to maturity of your offered
certificates.

         If--

         o    you calculate the anticipated yield to maturity for your offered
              certificates based on an assumed rate of default on the mortgage
              loans and amount of losses on the pooled mortgage loans that is
              lower than the default rate and amount of losses actually
              experienced, and

         o    the additional losses result in a reduction of the total
              distributions on, or the total principal balance or notional
              amount, as applicable, of your offered certificates,

then your actual yield to maturity will be lower than you calculated and could,
under some scenarios, be negative.

         The timing of any loss on a liquidated mortgage loan that results in a
reduction of the total distributions on or the total principal balance or
notional amount of your offered certificates will also affect your actual yield
to maturity, even if the rate of defaults and severity of losses are consistent
with your expectations. In general, the earlier your loss occurs, the greater
the effect on your yield to maturity.

         Even if losses on the pooled mortgage loans do not result in a
reduction of the total distributions on, or the total principal balance or
notional amount, as applicable, of your offered certificates, the losses may
still affect the timing of distributions on, and the weighted average life and
yield to maturity of your offered certificates.

                                      S-80


         In addition, if the applicable master servicer, the special servicer,
the trustee or the fiscal agent reimburses itself for any advance made by it
that it has determined is not recoverable out of collections on the related
pooled mortgage loan, then that advance (together with accrued interest thereon)
will, to the fullest extent permitted, be reimbursed first out of the principal
portion of current debt service advances and payments and other collections of
principal otherwise distributable on the series 2004-PWR6 certificates, prior to
being deemed reimbursed out of payments and other collections of interest on the
mortgage pool otherwise distributable on the series 2004-PWR6 certificates. Any
such reimbursement from advances and collections of principal will reduce the
amount of principal otherwise distributable on the series 2004-PWR6 certificates
on the related distribution date.

         In the event that any advance (including any interest accrued thereon)
with respect to a defaulted pooled mortgage loan remains unreimbursed following
the time that such pooled mortgage loan is modified and returned to performing
status, the relevant master servicer, the trustee or the fiscal agent, as
applicable, will be entitled to reimbursement for that advance (even though that
advance has not been determined to be nonrecoverable from collections on the
related pooled mortgage loan), out of amounts in the collection accounts
representing the principal portion of current debt service advances and payments
and other collections of principal after the application of those advances and
collections of principal to reimburse any party for nonrecoverable debt service
and servicing advances as contemplated by the prior paragraph. Any such
reimbursement payments will reduce the amount of principal otherwise
distributable on the series 2004-PWR6 certificates on the related distribution
date.

         Relevant Factors. The following factors, among others, will affect the
rate and timing of principal payments and defaults and the severity of losses on
or with respect to the pooled mortgage loans:

         o    prevailing interest rates;

         o    the terms of the mortgage loans, including--

              1.   provisions that impose prepayment Lock-out Periods or
                   require Yield Maintenance Charges or Prepayment Premiums,
                   and

              2.   amortization terms that require balloon payments;

         o    the demographics and relative economic vitality of the areas in
              which the mortgaged properties are located;

         o    the general supply and demand for commercial and multifamily
              rental space of the type available at the mortgaged properties in
              the areas in which those properties are located;

         o    the quality of management of the mortgaged properties;

         o    the servicing of the mortgage loans;

         o    possible changes in tax laws; and

         o    other opportunities for investment.

         See "Risk Factors", "Description of the Mortgage Pool" and "Servicing
of the Mortgage Loans Under the Series 2004-PWR6 Pooling and Servicing
Agreement" in this prospectus supplement and "Risk Factors" and "Servicing of
the Mortgage Loans" in the accompanying prospectus.

         The rate of prepayment on the pooled mortgage loans is likely to be
affected by prevailing market interest rates for mortgage loans of a comparable
type, term and risk level. When the prevailing market interest rate is below the
annual rate at which a mortgage loan accrues interest, the related borrower may
have an increased incentive to refinance the mortgage loan. Conversely, to the
extent prevailing market interest rates exceed the annual rate at which a
mortgage loan accrues interest, the related borrower may be less likely to
voluntarily prepay the mortgage loan. Assuming prevailing market interest rates
exceed the revised mortgage interest rate at which an ARD Loan accrues interest
following its anticipated repayment date, the primary incentive for the related
borrower to prepay the mortgage loan on or before its anticipated repayment date
is to give

                                      S-81


the borrower access to excess cash flow, all of which, net of the minimum
required debt service, approved property expenses and any required reserves,
must be applied to pay down principal of the mortgage loan. Accordingly, we
cannot assure you that any ARD Loan in the trust fund will be prepaid on or
before its anticipated repayment date or on any other date prior to maturity.

         Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some underlying borrowers may
sell their mortgaged properties in order to realize their equity in those
properties, to meet cash flow needs or to make other investments. In addition,
some underlying borrowers may be motivated by federal and state tax laws, which
are subject to change, to sell their mortgaged properties.

         A number of the underlying borrowers are partnerships. The bankruptcy
of the general partner in a partnership may result in the dissolution of the
partnership. The dissolution of a borrower partnership, the winding-up of its
affairs and the distribution of its assets could result in an acceleration of
its payment obligations under the related pooled mortgage loan.

         Neither we nor any of the underwriters makes any representation
regarding:

         o    the particular factors that will affect the rate and timing of
              prepayments and defaults on the pooled mortgage loans;

         o    the relative importance of those factors;

         o    the percentage of the total principal balance of the pooled
              mortgage loans that will be prepaid or as to which a default will
              have occurred as of any particular date; or

         o    the overall rate of prepayment or default on the pooled mortgage
              loans.

         Delay in Payment of Distributions. Because monthly distributions will
not be made to certificateholders until, at the earliest, the 11th day of the
month following the month in which interest accrued on the offered certificates,
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
rate and purchase prices, assuming the prices did not account for the delay.

WEIGHTED AVERAGE LIFE

         For purposes of this prospectus supplement, the weighted average life
of any offered certificate refers to the average amount of time that will elapse
from the assumed settlement date of December 21, 2004 until each dollar to be
applied in reduction of the total principal balance of those certificates is
paid to the investor (in the case of the principal balance certificates) or each
dollar of notional amount would be reduced (in the case of the class X-2
certificates). For purposes of this "Yield and Maturity Considerations" section,
the weighted average life of any offered certificate is determined by:

         o    multiplying the amount of each principal distribution on the
              offered certificate by the number of years from the assumed
              settlement date to the related distribution date;

         o    summing the results; and

         o    dividing the sum by the total amount of the reductions in the
              principal balance or notional amount of the offered certificate.

Accordingly, the weighted average life of any offered certificate will be
influenced by, among other things, the rate at which principal of the pooled
mortgage loans is paid or otherwise collected or advanced and the extent to
which those payments, collections and/or advances of principal are in turn
applied in reduction of the principal balance or notional amount of that
certificate.

         As described in this prospectus supplement, the Principal Distribution
Amount for each distribution date will be payable first with respect to the
class A-1, A-2, A-3, A-4, A-5 and/or A-6 certificates until the total principal
balances of those classes are reduced to zero, and will thereafter be
distributable entirely with respect to the other classes of series 2004-

                                      S-82


PWR6 principal balance certificates sequentially based upon their relative
seniority, in each case until the related total principal balance is reduced to
zero. In addition, until the Class A Principal Distribution Cross-Over Date (or,
if none, until the final distribution date), no distributions of principal will
be made with respect to any of the class A-2, A-3, A-4, A-5 or A-6 certificates
until, in each of those cases, the total principal balance of the class A-1
certificates and any and all other classes of those certificates with an earlier
numeric designation is reduced to zero. As a consequence of the foregoing, the
weighted average lives of the class A-1, A-2, A-3, A-4, A-5 and A-6 certificates
as a group may be shorter, and the weighted average lives of the other
respective classes of offered certificates may be shorter or longer, than would
otherwise be the case if the principal distribution amount for each distribution
date were to be allocated and paid on a pro rata basis among those classes of
series 2004-PWR6 certificates according to their principal balances.

         The tables set forth below show, with respect to each class of offered
certificates with principal balances,

          o    the weighted average life of that class, and

          o    the percentage of the initial total principal balance of that
               class that would be outstanding after each of the specified
               dates,

based upon each of the indicated levels of CPR and the Structuring Assumptions.

         The actual characteristics and performance of the pooled mortgage loans
will differ from the assumptions used in calculating the tables below. Neither
we nor any of the underwriters makes any representation that the pooled mortgage
loans will behave in accordance with the Structuring Assumptions set forth in
this prospectus supplement. The tables below are hypothetical in nature and are
provided only to give a general sense of how the principal cash flows might
behave under the assumed prepayment scenarios. Any difference between the
assumptions used in calculating the tables below and the actual characteristics
and performance of the pooled mortgage loans, or actual prepayment experience,
will affect the percentages of initial total principal balances outstanding over
time and the weighted average lives of the respective classes of the offered
certificates. You must make your own decisions as to the appropriate prepayment,
liquidation and loss assumptions to be used in deciding whether to purchase any
offered certificate.


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-1 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                                79%          79%          79%           79%          79%
December 2006                                55%          55%          55%           55%          55%
December 2007                                28%          28%          28%           28%          28%
December 2008 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                2.1          2.1          2.1           2.1          2.1




           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-2 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                               100%         100%         100%          100%         100%
December 2006                               100%         100%         100%          100%         100%
December 2007                               100%         100%         100%          100%         100%
December 2008                               100%          99%          98%           97%          89%
December 2009 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                4.6          4.5          4.5           4.5          4.4




                                      S-83




           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-3 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                               100%         100%         100%          100%         100%
December 2006                               100%         100%         100%          100%         100%
December 2007                               100%         100%         100%          100%         100%
December 2008                               100%         100%         100%          100%         100%
December 2009                                93%          93%          93%           93%          93%
December 2010                                36%          36%          36%           36%          36%
December 2011 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                5.8          5.8          5.8           5.8          5.7




           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-4 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                               100%         100%         100%          100%         100%
December 2006                               100%         100%         100%          100%         100%
December 2007                               100%         100%         100%          100%         100%
December 2008                               100%         100%         100%          100%         100%
December 2009                               100%         100%         100%          100%         100%
December 2010                               100%         100%         100%          100%         100%
December 2011 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                7.0          6.9          6.9           6.9          6.7




           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-5 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                               100%         100%         100%          100%         100%
December 2006                               100%         100%         100%          100%         100%
December 2007                               100%         100%         100%          100%         100%
December 2008                               100%         100%         100%          100%         100%
December 2009                               100%         100%         100%          100%         100%
December 2010                               100%         100%         100%          100%         100%
December 2011                               100%         100%         100%          100%         100%
December 2012                                63%          63%          63%           63%          63%
December 2013                                16%          16%          16%           16%          14%
December 2014 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                8.3          8.3          8.3           8.3          8.2



                                      S-84


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-6 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                               100%         100%         100%          100%         100%
December 2006                               100%         100%         100%          100%         100%
December 2007                               100%         100%         100%          100%         100%
December 2008                               100%         100%         100%          100%         100%
December 2009                               100%         100%         100%          100%         100%
December 2010                               100%         100%         100%          100%         100%
December 2011                               100%         100%         100%          100%         100%
December 2012                               100%         100%         100%          100%         100%
December 2013                               100%         100%         100%          100%         100%
December 2014 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                9.8          9.8          9.7           9.7          9.6



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-J CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR



         DISTRIBUTION DATE IN                0%           25%          50%           75%         100%
---------------------------------         --------      ------       ------        ------      --------

Issue Date                                  100%         100%         100%          100%         100%
December 2005                               100%         100%         100%          100%         100%
December 2006                               100%         100%         100%          100%         100%
December 2007                               100%         100%         100%          100%         100%
December 2008                               100%         100%         100%          100%         100%
December 2009                               100%         100%         100%          100%         100%
December 2010                               100%         100%         100%          100%         100%
December 2011                               100%         100%         100%          100%         100%
December 2012                               100%         100%         100%          100%         100%
December 2013                               100%         100%         100%          100%         100%
December 2014 and thereafter                  0%           0%           0%            0%           0%
Weighted average life (years)                9.9          9.9          9.9           9.9          9.9



YIELD SENSITIVITY

         The yields to investors on the class X-2 certificates will be highly
sensitive to the rate and timing of principal payments, including voluntary and
involuntary prepayments, on the pooled mortgage loans and the default and loss
experience on the pooled mortgage loans. If you are contemplating an investment
in the class X-2 certificates, you should fully consider the associated risks,
including the risk that an extremely rapid rate of prepayment and/or liquidation
of the pooled mortgage loans could result in your failure to fully recover your
initial investment. Prepayment premiums and yield maintenance charges may not be
sufficient to offset the negative effects on yield caused by prepayments. In
addition, no prepayment premiums or yield maintenance charges are payable in
connection with prepayments from casualty insurance proceeds and condemnation
awards, certain repurchases for material document defects or material breaches
of representations, the exercise of purchase options in respect of defaulted
mortgage loans and the optional termination of the trust.

         The table set forth below shows the pre-tax corporate bond equivalent
("CBE") yield to maturity with respect to the class X-2 certificates. We
prepared this table using the Structuring Assumptions (except as otherwise
described herein), and further assuming (a) the specified purchase price and (b)
the indicated prepayment and default scenarios. The assumed purchase price is
expressed as a percentage of the initial total notional amount of the class X-2
certificates and is exclusive of

                                      S-85


accrued interest. Each default scenario assumes the immediate occurrence of
defaults and the immediate recovery of 65% of the defaulted amount.

         The yields set forth in the tables were calculated by:

         o    determining the monthly discount rate that, when applied to the
              assumed stream of cash flows to be paid on the class X-2
              certificates, would cause the discounted present value of that
              assumed stream of cash flows to equal--

              1.   the assumed purchase prices, plus

              2.   accrued interest at the initial pass-through rate for the
                   class X-2 certificates from and including December 1, 2004
                   to but excluding the assumed settlement date; and

         o    converting those monthly discount rates to corporate bond
              equivalent rates.

         Those calculations do not take into account variations that may occur
in the interest rates at which investors may be able to reinvest funds received
by them as payments on their Certificates. Consequently, they do not purport to
reflect the return on any investment on the class X-2 certificates when
reinvestment rates are considered.

         The default model used in this prospectus supplement is the "constant
default rate" or "CDR" model, which represents an assumed constant rate of
default each month, which is expressed on a per annum basis, relative to the
then-outstanding principal balance of a pool of loans (in this case, the pooled
mortgage loans) for the life of those loans. The CDR model does not purport to
be either an historical description of the default experience of any pool of
loans or a prediction of the anticipated rate of default of any pool of loans,
including the mortgage pool. We do not make any representation about the
appropriateness of the CDR model.

                         PRE-TAX YIELD TO MATURITY (CBE)
                          OF THE CLASS X-2 CERTIFICATES



            PREPAYMENT ASSUMPTION                         0% CPR                  100% CPR                 100% CPR
           DEFAULT RATE ASSUMPTION                        0% CDR                   0% CDR                   2% CDR
--------------------------------------------           ------------             ------------             -------------

Assumed Total Purchase Price
(excluding accrued interest): 3.815960%                    4.12%                    4.12%                    4.07%


         The characteristics of the pooled mortgage loans will differ in some
respects from those assumed in preparing the table. The table is presented for
illustrative purposes only. Neither the Mortgage Pool nor any pooled mortgage
loan will prepay at any constant rate, and it is unlikely that the pooled
mortgage loans will prepay in a manner consistent with any designated scenario
for the table. In addition, there can be no assurance that--

         o    the pooled mortgage loans will prepay at any particular rate,

         o    the pooled mortgage loans will not prepay, involuntarily or
              otherwise, during lockout/defeasance periods, yield maintenance
              periods and/or declining premium periods,

         o    the pooled mortgage loans will not default or that the pooled
              mortgage loans will default at any particular rate,

         o    the ARD Loans will be paid in full on their respective
              anticipated repayment dates,

         o    the actual pre-tax yield on, or any other payment characteristics
              of, the Class X-2 Certificates will correspond to any of the
              information shown in the table set forth above, or

                                      S-86


         o    the total purchase price of the Class X-2 Certificates will be as
              assumed.

You must make your own decision as to the appropriate assumptions, including
prepayment and default assumptions, to be used in deciding whether to purchase
the Class X-2 Certificates.


                        DESCRIPTION OF THE MORTGAGE POOL


GENERAL

         We intend to include the 95 mortgage loans identified on Appendix B to
this prospectus supplement in the trust fund. The mortgage pool consisting of
those mortgage loans will have an initial mortgage pool balance of
$1,067,021,986. However, the actual initial mortgage pool balance may be as much
as 5% smaller or larger than that amount if any of those mortgage loans are
removed from the mortgage pool or any other mortgage loans are added to the
mortgage pool. See "--Changes in Mortgage Pool Characteristics" below.

         The initial mortgage pool balance will equal the total cut-off date
principal balance of all the pooled mortgage loans. The cut-off date principal
balance of any mortgage loan included in the trust fund is equal to its unpaid
principal balance as of the cut-off date, after application of all monthly debt
service payments due with respect to the mortgage loan on or before that date,
whether or not those payments were received. The cut-off date principal balance
of each mortgage loan that we intend to include in the trust fund is shown on
Appendix B to this prospectus supplement. Those cut-off date principal balances
range from $652,838 to $125,000,000 and the average of those cut-off date
principal balances is $11,231,810.

         Each of the mortgage loans that we intend to include in the trust fund
is an obligation of the related borrower to repay a specified sum with interest.
Each of those mortgage loans is evidenced by one or more promissory notes and
secured by, among other things, a mortgage, deed of trust or other similar
security instrument that creates a mortgage lien on the fee ownership and/or
leasehold interest of the related borrower or another party in one or more
commercial or multifamily real properties. That mortgage lien will, in all
cases, be a first priority lien, subject only to Permitted Encumbrances.

CERTAIN CHARACTERISTICS OF THE MORTGAGE POOL

         Concentration of Mortgage Loans and Borrowers.

         Several of the pooled mortgage loans have cut-off date principal
balances that are substantially higher than the average cut-off date principal
balance. The largest of the pooled mortgage loans is the 11 Penn Plaza Pooled
Mortgage Loan, which has a cut-off date principal balance of $125,000,000 and
represents 11.7% of the initial mortgage pool balance. The ten largest pooled
mortgage loans have cut-off date principal balances that collectively represent
47.4% of the initial mortgage pool balance. Each of these loans is described on
Appendix C to this prospectus supplement.

         Multi-Property Mortgage Loans (and Related Collateral Substitution,
Partial Release or Partial Defeasance Provisions); Mortgage Loans with
Affiliated Borrowers

         The mortgage pool will include seven (7) mortgage loans, representing
8.0% of the initial mortgage pool balance, that are, in each such case, secured
by two or more properties. However, the amount of the mortgage lien encumbering
a particular property or group of those properties may be less than the full
amount of the related mortgage loan, generally to minimize recording tax. In
such instances, the mortgage amount is generally set at an amount equal to a
specified percentage (generally ranging from 100% to 150%, inclusive) of the
appraised value or allocated loan amount for the particular property or group of
properties. This would limit the extent to which proceeds from that property or
group of properties would be available to offset declines in value of the other
mortgaged properties securing the same mortgage loan in the trust fund.

         In the case of each of the multi-property pooled mortgage loans secured
by the mortgaged properties identified on Appendix B to this prospectus
supplement as Berry Plastic Manufacturing Plant, Castle Rock Portfolio and
Wolverine Brass, which represent approximately 2.0%, 0.9% and 0.6%,
respectively, of the initial mortgage pool balance, the related borrower may
obtain the release of one or more corresponding mortgaged properties through
partial defeasance of the mortgage loan, subject to the fulfillment of, among
other things, the conditions that (i) the defeasance collateral provides payment
of 125% of the scheduled principal and interest payments related to the
allocated loan amount, (ii) the borrower has complied with all

                                      S-87


requirements of and obtained all approvals required under the related credit
tenant lease and (iii) the lender has received confirmation from each rating
agency that such release would not result in the downgrade, withdrawal or
qualification of then outstanding ratings on the series 2004-PWR6 certificates.

         In the case of the multi-property pooled mortgage loan secured by the
mortgaged properties identified on Appendix B to this prospectus supplement as
Lakecrest Apartment Portfolio, representing 1.5% of the initial mortgage pool
balance, the related borrower may obtain the release of one or more of the
related mortgaged properties through full or partial defeasance of the mortgage
loan, subject to the satisfaction of, among other things, (i) the outstanding
principal balance of the mortgage loan defeased is not less than 125% of the
allocated loan amount of the related mortgaged property; (ii) the debt service
coverage ratio of the remaining mortgaged property is equal to the greater of
(a) 1.50x and (b) the debt service coverage ratio for the mortgaged properties
immediately preceding the release; (iii) the loan-to-value ratio of the
remaining mortgaged property is equal to or less than 75% of the undefeased
note; and (iv) the lender receives written confirmation from each rating agency
that rated the series 2004-PWR6 certificates that the defeasance will not result
in a downgrade, withdrawal or qualification of the ratings then assigned to the
series 2004-PWR6 certificates.

         In the case of each of the multi-property pooled mortgage loans secured
by the mortgaged properties identified on Appendix B to this prospectus
supplement as Sheng Portfolio II and Sheng Portfolio I, representing 1.4% and
1.3%, respectively, of the initial mortgage pool balance, the related borrower
may obtain the release of one or more of the related mortgaged properties
through partial defeasance of the mortgage loan, subject to the satisfaction of,
among other things, (i) the defeasance collateral provides payments equal to or
greater than 110% of the monthly payments allocated to that mortgaged property
based on the percentage of the loan balance allocated to that mortgaged
property; (ii) the remaining properties have a debt service coverage ratio equal
to or greater than the greater of (a) 1.39x as increased in connection with the
application of any previously applied release premium or (b) the debt service
coverage ratio for all of the mortgaged properties immediately prior to the
release; (iii) the loan-to-value ratio of the undefeased notes and the remaining
mortgaged properties is not greater than 75%, as decreased in connection with
the application of any previously applied release premiums; and (iv) the lender
receives written confirmation from each rating agency that rated the series
2004-PWR6 certificates that the defeasance will not result in a downgrade of the
ratings then assigned to the series 2004-PWR6 certificates.

         In the case of each of the multi-property pooled mortgage loans secured
by the mortgaged properties identified on Appendix B to this prospectus
supplement as Berry Plastic Manufacturing Plant, Castle Rock Portfolio and
Wolverine Brass, which loans represent 2.0%, 0.9% and 0.6%, respectively, of the
initial mortgage pool balance, the related borrower is permitted to substitute
any one or more of the mortgaged properties securing the related pooled mortgage
loan with a replacement property at any time once during the loan term, subject
to the satisfaction of certain conditions specified in the related mortgage loan
documents, including the following: (a) the value of the replacement property as
determined by an appraisal must be at least equal to the value of the mortgaged
property on the origination date, (b) at the time of substitution, the debt
service coverage ratio and the loan-to-value ratio with respect to the
replacement property (calculated as set forth in the related mortgage loan
documents) must meet the requirements specified in the related mortgage loan
documents, (c) the net operating income (calculated as set forth in the related
mortgage loan documents) for the replacement property must not show a downward
trend over the three (3) years immediately prior to the date of substitution,
(d) any replacement property must be used as office, retail, industrial/light
manufacturing or warehouse/distribution, and must be of like quality to the
building being substituted, be in a location having similar or greater
attributes in terms of submarket strength, population and accessibility as the
property being substituted and be in a submarket that is substantially the same
size as that of the property being substituted, and (e) the lender receives
confirmation from the rating agencies that such substitution will not result in
the downgrade, qualification or withdrawal of the ratings of any of the series
2004-PWR6 certificates.

         The table below shows each group of two (2) or more pooled mortgage
loans that--

         o    are not cross-collateralized or cross-defaulted, but

         o    have the same or affiliated borrowers/owners, and

         o    have a total cut-off date principal balance (considering all
loans in the group) that is equal to at least 1.0% of the initial mortgage pool
balance.

                                      S-88




                                                                                      NUMBER OF
                                                                                    STATES WHERE
                                                                   NUMBER OF        THE MORTGAGED      % OF INITIAL
                                                                   MORTGAGED       PROPERTIES ARE        MORTGAGE
            MORTGAGE LOAN/PROPERTY PORTFOLIO NAMES                 PROPERTIES          LOCATED         POOL BALANCE
-----------------------------------------------------------      --------------   -----------------   ----------------

Group 1:
Berry Plastic Manufacturing Plant                                      4                  3                2.0%
Shaklee Corporation                                                    1                  1                1.8%
Castle Rock Portfolio                                                  8                  2                0.9%
Wolverine Brass                                                        2                  2                0.6%
World Airways Corporate Headquarters                                   1                  1                0.5%
         TOTAL FOR GROUP:                                              16                 7                5.7%

Group 2:
Sheng Portfolio II                                                     5                  2                1.4%
Sheng Portfolio I                                                      5                  2                1.3%
         TOTAL FOR GROUP:                                              10                 2                2.6%

Group 3:
Residence Inn by Marriott                                              1                  1                1.1%
Courtyard by Marriott                                                  1                  1                0.7%
SpringHill Suites by Marriott                                          1                  1                0.4%
         TOTAL FOR GROUP:                                              3                  1                2.1%

Group 4:
Nagog Park                                                             1                  1                0.8%
Knightboxx Walgreens                                                   1                  1                0.4%
         TOTAL FOR GROUP:                                              2                  2                1.2%


         Due Dates. Subject, in some cases, to a next business day convention,
all of the pooled mortgage loans provide for scheduled payments of principal
and/or interest to be due on the first day of each month, except for four (4)
mortgage loans, representing 3.1% of the initial mortgage pool balance, which
provide for scheduled payments of principal and interest to be due on the fifth
day of each month. All of the pooled mortgage loans with scheduled due dates on
the first day of the month either do not provide for a grace period or provide
for a grace period of not more than five (5) days (or in one (1) case,
representing 1.9% of the initial mortgage pool balance, not more than fifteen
(15) days). All of the pooled mortgage loans with scheduled due dates on the
fifth day of the month do not provide for a grace period. For purposes of the
foregoing discussion, a grace period is the number of days before a late payment
charge is due on the mortgage loan, which may be different from the date an
event of default would occur under the mortgage loan.

         Mortgage Rates; Calculations of Interest. In general, each of the
mortgage loans that we intend to include in the trust fund bears interest at a
mortgage interest rate that, in the absence of default, is fixed until maturity.
However, as described under "--Amortization Characteristics" below, each of the
ARD Loans will accrue interest after its anticipated repayment date at a rate
that is in excess of its mortgage interest rate prior to that date. Except for
ARD Loans that remain outstanding past their respective anticipated repayment
dates, none of the mortgage loans that we intend to include in the trust fund
provides for negative amortization or for the deferral of interest.

         Each of the mortgage loans that we intend to include in the trust fund
accrues interest on either an Actual/360 Basis or a 30/360 Basis.

                                      S-89


         Amortization Characteristics.

         Eighty-four (84) of the mortgage loans, representing 91.5% of the
initial mortgage pool balance, are balloon loans that, in each case, provides
for:

         o    an amortization schedule that is significantly longer than its
              remaining term to stated maturity (or anticipated repayment date)
              or, alternatively, for no amortization prior to maturity (or the
              anticipated repayment date); and

         o    a substantial payment of principal on its maturity date (unless
              the mortgage loan has an anticipated repayment date) generally
              equal to 5% or more of the original mortgage loan amount.

         One (1) of the balloon mortgage loans referred to in the preceding
paragraph, representing 1.9% of the initial mortgage pool balance, provides for
no amortization and for payments of interest only for its entire term to
maturity; and twelve (12) of the balloon mortgage loans referred to in the
preceding paragraph, representing 15.3% of the initial mortgage pool balance,
provide for initial interest-only periods that expire 6 to 60 months following
their respective origination dates (and in one (1) of these cases, representing
2.1% of the initial mortgage pool balance, the initial interest-only period will
have expired as of the close of business on the cut-off date). See Schedule A to
this prospectus supplement for the amortization schedule for the pooled mortgage
loan secured by the mortgaged property identified on Appendix B to this
prospectus supplement as Lakeville Shopping Center, representing approximately
1.8% of the initial mortgage pool balance, which is a balloon loan with a
nonstandard amortization schedule.

         Eleven (11) of the pooled mortgage loans referred to in the second
preceding paragraph, representing 25.3% of the initial mortgage pool balance,
are "ARD" or "hyperamortizing" loans that provide material incentives to, but do
not require, the related borrower to pay the mortgage loan in full by a
specified date prior to the stated maturity date. We consider that specified
date to be the anticipated repayment date for the mortgage loan. Because of
these incentives, we consider the ARD loans also to be balloon loans. Five (5)
of the ARD loans, representing 7.6% of the initial mortgage pool balance,
provide for initial interest-only periods that expire 6 to 60 months following
their respective origination dates (and in one (1) of these cases, representing
2.1% of the initial mortgage pool balance, the initial interest-only period will
have expired as of the close of business on the cut-off date). The ARD loans
include four of the ten largest pooled mortgage loans, including the pooled
mortgage loans secured by the mortgaged properties identified on Appendix B to
this prospectus supplement as 11 Penn Plaza, Lincoln Square, Waterfront I & II
and The Pointe at 53rd which provide for some amortization prior to the related
anticipated repayment date. The 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan has an amortization schedule that requires scheduled payments of principal
in each month in an amount bearing the same proportion to the cut-off date
principal balance of that companion loan as the required scheduled payment of
principal on the 11 Penn Plaza Pooled Mortgage Loan for the same month bears to
the cut-off date principal balance of the 11 Penn Plaza Pooled Mortgage Loan. In
the case of the Lincoln Square Pooled Mortgage Loan, under which the amount of
the monthly debt service payment varies through the due date in April 2006, the
amortization schedule is set forth on Schedule A to this prospectus supplement.
Each of the Lincoln Square Non-Pooled Pari Passu Companion Loans has an
amortization schedule that requires scheduled payments of principal in each
month in an amount bearing the same proportion to the cut-off date principal
balance of that companion loan as the required scheduled payment of principal on
the Lincoln Square Pooled Mortgage Loan for the same month (as set forth on
Schedule A) bears to the cut-off date principal balance of the Lincoln Square
pooled mortgage loan. All of the pooled mortgage loans described in this
paragraph are included in the pooled mortgage loans described in the two
preceding paragraphs. There can be no assurance, however, that these incentives
will result in any of these pooled mortgage loans being paid in full on or
before its anticipated repayment date. In the case of each loan with an
anticipated repayment date, the incentive provisions, which in each case will
become effective as of that anticipated repayment date, include:

          o    The accrual of interest in excess of the initial mortgage
               interest rate. The new interest rate will generally be equal to
               (i) in the case of the pooled mortgage loan secured by the
               mortgaged property identified on Appendix B to this prospectus
               supplement as 11 Penn Plaza, 5% plus the greater of the initial
               mortgage interest rate and a rate based on a specified yield on
               United States Treasury securities, (ii) in the case of the pooled
               mortgage loans secured by the mortgaged properties identified on
               Appendix B to this prospectus supplement as Lincoln Square, Sheng
               Portfolio I and Sheng Portfolio II, 2% plus the initial mortgage
               interest rate, (iii) in the case of the pooled mortgage loan
               secured by the mortgaged property identified on Appendix B to
               this prospectus supplement as Teledyne Reynolds Building, 5% plus
               the initial mortgage interest rate

                                      S-90


               and (iv) in all other cases, 2% plus the greater of the initial
               mortgage interest rate and a rate based on a specified yield on
               United States Treasury securities. The additional interest will--

               1.   be deferred,

               2.   in some cases, be compounded,

               3.   be payable only after the outstanding principal balance of
                    the pooled mortgage loan is paid in full, and

               4.   be payable only to the holders of the class V certificates,
                    which are not offered by this prospectus supplement.

          o    The application of excess cash flow from the mortgaged property
               to pay the principal amount of the pooled mortgage loan. The
               payment of principal will be in addition to the principal portion
               of the normal monthly debt service payment.

         Eleven (11) of the pooled mortgage loans, representing 8.5% of the
initial pool balance, are fully-amortizing mortgage loans that are scheduled to
have less than 5% of their original principal balances due at their stated
maturities.

         Some of the pooled mortgage loans may, in each case, provide for a
recast of the amortization schedule and an adjustment of the monthly debt
service payments on the mortgage loan upon application of specified amounts of
condemnation proceeds or insurance proceeds to pay the related unpaid principal
balance. Some of the individual pooled mortgage loans that are secured by
multiple mortgaged properties and that permit partial prepayments of the
individual or aggregate indebtedness in connection with releases of individual
properties also provide for a recast of the amortization and an adjustment of
the monthly debt service payments on the mortgage loan(s) upon any such
prepayment and release.

         On some of the pooled mortgage loans that provide for the accrual of
interest on an Actual/360 Basis, the amount of the fixed periodic payments were
determined as if interest were to be calculated on a 30/360 Basis, which will
result in a higher payment due at maturity than would otherwise have been the
case.

         Voluntary Prepayment and Defeasance Provisions. As of the cut-off date,
the following prepayment restrictions and defeasance provisions applied to the
pooled mortgage loans:

          o    Sixty-eight (68) of the pooled mortgage loans, representing 76.4%
               of the initial mortgage pool balance, prohibit voluntary
               principal prepayments during a Lock-out Period but permit the
               related borrower (after an initial period of at least two years
               following the date of issuance of the series 2004-PWR6
               certificates) to defease the loan by pledging Government
               Securities that provide for payment on or prior to each due date
               through and including the maturity date (or such earlier due date
               on which the mortgage loan becomes freely prepayable) of amounts
               at least equal to the amounts that would have been payable on
               those dates under the terms of the subject pooled mortgage loans
               and obtaining the release of the mortgaged property from the lien
               of the mortgage.

          o    One (1) pooled mortgage loan secured by the mortgaged property
               identified on Appendix B to this prospectus supplement as 11 Penn
               Plaza and representing 11.7% of the initial mortgage pool
               balance, permits the related borrower, after an initial period of
               the earlier of (a) three years from the origination date or (b)
               two years from the date of the last securitization of any portion
               of the 11 Penn Plaza Non-Pooled Companion Loan, to defease the
               pooled mortgage loan by pledging certain government securities
               and obtaining the release of the mortgaged property from the lien
               of the mortgage. The 11 Penn Plaza pooled mortgage loan is freely
               prepayable on and after the payment date that is three months
               prior to its anticipated repayment date.

          o    Seventeen (17) of the pooled mortgage loans, representing 5.9% of
               the initial mortgage pool balance, prohibit voluntary principal
               prepayments during a Lock-out Period, and following the Lock-out
               Period provide for a Prepayment Premium or Yield Maintenance
               Charge calculated on the basis of the greater of a yield
               maintenance formula and 1% of the amount prepaid, and also permit
               the related borrower, after an initial period of at least two
               years following the date of the issuance of the series 2004-PWR6
               certificates, to defease

                                      S-91


               the pooled mortgage loan by pledging Government Securities and
               obtaining the release of the mortgaged property from the lien of
               the mortgage.

          o    One (1) of the pooled mortgage loans, representing 8.4% of the
               initial mortgage pool balance, permits prepayment in whole (but
               not in part) at any time with the payment of a Prepayment Premium
               or a Yield Maintenance Charge calculated on the basis of the
               greater of a yield maintenance formula and 1% of the amount
               prepaid.

          o    One (1) pooled mortgage loan, secured by the mortgaged property
               identified on Appendix B to this prospectus supplement as Lincoln
               Square and representing 4.7% of the initial mortgage pool
               balance, prohibits voluntary prepayment during a Lock-out Period
               of 37 payments following origination, and following the Lock-out
               Period allows the borrower to defease the pooled mortgage loan by
               pledging Government Securities and obtaining the release of the
               mortgaged property from the lien of the mortgage; provided that
               the pooled mortgage loan may be prepaid in whole but not in part
               on and after the 175th payment date following origination with
               the payment of a Yield Maintenance Charge; provided further that
               if the date that is three (3) years from the first payment date
               following origination has occurred, but the date that is two (2)
               years from the startup day for the REMIC trust within the meaning
               of Section 860G(a)(9) of the Code has not occurred, the debt may
               be prepaid in whole (but not in part) prior to the 175th payment
               date following origination upon payment of an amount equal to the
               greater of (a) a Yield Maintenance Charge and (b) one percent
               (1%) of the outstanding principal balance of the pooled mortgage
               loan as of the prepayment date. The pooled mortgage loan is
               freely prepayable on and after its anticipated repayment date.

          o    Eight (8) of the pooled mortgage loans, representing 4.6% of the
               initial mortgage pool balance, prohibit voluntary principal
               prepayments during a Lock-out Period and following the Lock-out
               Period provide for a Prepayment Premium or a Yield Maintenance
               Charge calculated on the basis of the greater of a yield
               maintenance formula and 1% of the amount prepaid.

         Notwithstanding the foregoing, the mortgage loans generally provide for
an open period of one (1) to seven (7) payments prior to and including the
maturity date or anticipated repayment date in which the related borrower may
prepay the mortgage loan without premium or defeasance requirements.

         In addition, some loans permit partial prepayments despite Lock-out
Periods and Yield Maintenance Charges that may otherwise apply. See
"--Multi-Property Mortgage Loans (and Related Collateral Substitution, Partial
Release or Partial Defeasance Provisions); Mortgage Loans with Affiliated
Borrowers" above, "--Releases" below and Appendix C.

         In general, if defeasance is permitted under a pooled mortgage loan,
the defeasance collateral must consist of Government Securities.

         Under each pooled mortgage loan that provides for the payment of a
Yield Maintenance Charge in connection with a principal prepayment, the amount
of the charge is generally calculated so as to result in a payment to the lender
that is equal to the difference between (a) the present value of the remaining
scheduled principal and interest payments that would have become due with
respect to the prepaid portion of the pooled mortgage loan had the prepayment
not occurred discounted at a rate generally equal to the yield to maturity on
specified United States Treasury securities with a maturity generally
corresponding to the maturity date or anticipated repayment date of the pooled
mortgage loan, determined on a date close to the date of the prepayment, minus
(b) the amount of the prepayment. In certain cases, the amount of the Yield
Maintenance Charge is subject to a minimum amount that is equal to a fixed
percentage of the amount of the principal prepayment. The discount rate to be
used in the calculation of a Yield Maintenance Charge is generally equal to the
rate which, when compounded monthly, is equal to the semi-annual yield (plus
applicable spread, if any) of the corresponding United States Treasury
securities described above.

         Other Releases. As described above under "--Multi-Property Mortgage
Loans (and Related Collateral Substitution, Partial Release or Partial
Defeasance Provisions); Mortgage Loans with Affiliated Borrowers" and in
Appendix C, some of the pooled mortgage loans that are secured by two or more
mortgaged properties permit the borrower to obtain the release of the mortgage
on one or more of the properties upon a partial prepayment of the mortgage loan,
a partial defeasance or a substitution of all or some of the mortgaged
properties (in each case, subject to the satisfaction of various conditions).

                                      S-92


         In the case of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Highland
Village, representing 8.4% of the initial mortgage pool balance, the related
borrower may obtain the release of a parcel at the northwest corner of the
mortgaged property, subject to the fulfillment of, among other things, (i) the
release may not exceed 10% of the land area of the mortgaged property; (ii) the
related borrower prepays $7,700,000 of the principal balance of the note and a
prepayment consideration equal to the greater of (a) 1% of the principal balance
of the note being prepaid and (b) the excess, if any, of (1) the sum of the
present values (calculated as set forth in the related mortgage loan documents)
of all then-scheduled payments of principal and interest under the portion of
the note being prepaid over (2) the principal amount of the note being prepaid;
(iii) the debt service coverage ratio of the remaining mortgaged property is
greater than 1.05x; and (iv) the loan-to-value ratio of the remaining mortgaged
property is not greater than the lesser of (a) the loan-to-value ratio at
origination and (b) the loan-to-value ratio immediately prior to the parcel
release. In addition, the borrower under that pooled mortgage loan may also
obtain the release of certain air rights in connection with a proposed "Phase 2"
development without a release price upon compliance with all requirements under
the mortgage loan documents.

         In the case of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Shaklee
Corporation, which represents 1.8% of the initial mortgage pool balance, the
related borrower is permitted to substitute the related mortgaged property with
a replacement property at any time once during the loan term, subject to the
satisfaction of certain conditions specified in the related mortgage loan
documents, including the following: (a) the value of the replacement property as
determined by an appraisal must be at least equal to the value of the mortgaged
property on the origination date, (b) at the time of substitution, the debt
service coverage ratio (calculated as set forth in the related mortgage loan
documents) must be at least 1.35x and the loan-to-value ratio with respect to
the replacement property (calculated as set forth in the related mortgage loan
documents) must be no greater than 65%, (c) the net operating income (calculated
as set forth in the related mortgage loan documents) for the replacement
property must not show a downward trend over the three (3) years immediately
prior to the date of substitution, (d) any replacement property must be used as
office, retail, industrial/light manufacturing or warehouse/distribution, and
must be of like quality to the building being substituted, be in a location
having similar or greater attributes in terms of submarket strength, population
and accessibility as the property being substituted and be in a submarket that
is substantially the same size as that of the property being substituted, and
(e) the lender receives confirmation from the rating agencies that such
substitution will not result in the downgrade, qualification or withdrawal of
the ratings of any of the series 2004-PWR6 certificates.

         In the case of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as World Airways
Corporate Headquarters, which represents 0.5% of the initial mortgage pool
balance, the borrower is permitted, at the request of World Airways, the sole
tenant at the mortgaged property, to substitute the mortgaged property with a
replacement property at any time after the first anniversary of the origination
date and prior to the date that is one year prior to the maturity date, subject
to the satisfaction of certain conditions specified in the related mortgage loan
documents, including the following: (a) the replacement property must be an
office building wholly leased to World Airways under a lease that is
substantially similar to the lease in effect on the origination date, (b) World
Airways must have an unsecured senior debt rating of at least "Baa2" from
Moody's or "BBB" from S&P or if World Airways is not rated by either Moody's or
S&P, it must satisfy certain financial tests specified in the related mortgage
loan documents, (c) the value of the replacement property as determined by an
appraisal must be at least equal to the value of the mortgaged property on the
origination date, and the net operating income of the replacement property must
be at least equal to the net operating income of the mortgaged property, as
determined by the mortgagee and (d) at the time of the substitution, the debt
service coverage ratio with respect to the replacement property (calculated as
set forth in the related mortgage loan documents) must be at least 1.4x and the
loan-to-value ratio with respect to the replacement property (calculated as set
forth in the related mortgage loan documents) must be no greater than 65%.

         In the case of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as 8920 & 8957
Canyon Falls, which loan represents 0.5% of the initial mortgage pool balance,
the partial release of a portion of the 8957 Canyon Falls property, together
with an adjacent unimproved parcel, from the lien of the related mortgage is
permitted following the beginning of the period when the pooled mortgage loan
may be defeased, subject to the satisfaction of certain conditions, including
(a) partial defeasance of 125% of the allocated loan amount for such release
property, (b) a residual loan to value ratio of 75% or less and (c) a residual
debt service coverage ratio of not less than 1.30x.

         In the case of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Knightboxx
Walgreens, which loan represents 0.4% of the initial mortgage pool balance, the

                                      S-93


borrower is entitled at any time to a release of one of the two parcels that
compose the mortgaged property in connection with a partial prepayment of that
pooled mortgage loan. Conditions to such a release include, among other things,
that (i) the borrower prepays the pooled mortgage loan in an amount equal to
58.42% of the unpaid principal sum of the mortgage loan for the parcel known as
1320 Blanding Boulevard, improved by the Walgreens store, or 56.58% of the
unpaid balance of the principal sum of the mortgage loan for the parcel known as
1330 Blanding Boulevard, together with any applicable prepayment consideration,
(ii) there is no default under the related mortgage loan documents and (iii) the
pooled mortgage loan (after giving effect to the release) has a loan-to-value
ratio of not more than 70% and a debt service coverage of not less than 1.40x,
in each case as determined by the holder of the pooled mortgage loan.

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

         Non-Recourse Obligations.

         The pooled mortgage loans are generally non-recourse obligations of the
related borrowers and, upon any such borrower's default in the payment of any
amount due under the related pooled mortgage loan, the holder thereof may look
only to the related mortgaged property for satisfaction of the borrower's
obligations. In those cases where the loan documents permit recourse to the
borrower or a guarantor, we have not evaluated the financial condition of any
such person, and prospective investors should thus consider all of the pooled
mortgage loans to be non-recourse. None of the pooled mortgage loans is insured
or guaranteed by any mortgage loan seller or any of their affiliates, the United
States, any government entity or instrumentality, any private mortgage insurer
or any other person.

         "Due-on-Sale" and "Due-on-Encumbrance" Provisions.

         The mortgages generally contain due-on-sale and due-on-encumbrance
clauses that permit the holder of the mortgage to accelerate the maturity of the
related pooled mortgage loan if the borrower sells or otherwise transfers or
encumbers the related mortgaged property or that prohibit the borrower from
doing so without the consent of the holder of the mortgage. However, some of the
pooled mortgage loans permit transfers of the related mortgaged property,
subject to confirmation by each of Moody's and S&P to the effect that the
transfer will not result in a qualification, downgrade or withdrawal of any of
its then-current ratings of the series 2004-PWR6 certificates and/or reasonable
approval of the proposed transferee by the holder of the mortgage, payment of an
assumption fee, which may be waived by the applicable master servicer and/or the
special servicer, as the case may be, or, if collected, will be paid to the
applicable master servicer and/or the special servicer as additional servicing
compensation, and certain other conditions.

         In addition, some of the pooled mortgage loans permit the borrower to
transfer the related mortgaged property to an affiliate or subsidiary of the
borrower, or an entity of which the borrower is the controlling beneficial
owner, upon the satisfaction of certain limited conditions set forth in the
applicable mortgage loan documents and/or as determined by the applicable master
servicer or permit one or more of the following transfers in limited
circumstances: (1) a transfer of the related mortgaged property to a person that
is affiliated with or otherwise related to the borrower; (2) transfers by the
borrower of the mortgaged property to specified entities or types of entities;
(3) issuance by the borrower of new partnership or membership interests; (4)
changes in ownership between existing shareholders, partners or members, as
applicable, of the borrower; (5) a transfer of non-controlling ownership
interests in the related borrower; (6) transfers of interests in the related
borrower for estate planning purposes or otherwise upon the death of a principal
or (7) other transfers similar in nature to the foregoing.

         The applicable master servicer or special servicer will determine, in a
manner consistent with the Servicing Standard, whether to exercise any right it
may have under any due-on-sale or due-on-encumbrance clause to accelerate
payment of the related mortgage loan upon, or to withhold its consent to, any
transfer or further encumbrance of the related mortgaged property in accordance
with the series 2004-PWR6 pooling and servicing agreement.

                                      S-94


         Encumbered Interests.

         In the case of one hundred and eleven (111) of the mortgaged
properties, representing security for 95.4% of the initial mortgage pool
balance, the borrower's interest in the related mortgaged property consists of a
fee interest (and we consider the borrower's interest in a mortgaged property to
be a fee interest if the borrower's interest consists of overlapping fee and
leasehold interests). In the case of five (5) of the mortgaged properties,
representing security for 4.6% of the initial mortgage pool balance, the
borrower's interest in the related mortgaged property consists of a leasehold
interest. These mortgaged properties include the property that secures one of
the ten largest pooled mortgage loans. See "Summaries of the Ten Largest
Mortgage Loans--BAMC Building--Ground Lease" on Appendix C to this prospectus
supplement. In the case of the BJ's Wholesale Club at Quartermaster Plaza
mortgaged property, representing security for 1.4% of the initial mortgage pool
balance, the borrower's interest in a material portion of the related mortgaged
property consists of a fee interest and the borrower's interest in another
material portion of the related mortgaged property consists of a leasehold
interest. In particular, the single-asset borrower has fee simple title to the
surface of the land and above, together with an easement to build and maintain
foundations extending ten feet below the ground. The space below the Borrower's
fee interest is sub-ground leased to the borrower at no cost from the
Pennsylvania Authority for Industrial Development until the completion of the
U.S. Army's environmental remediation of the site, at which time the borrower is
entitled to receive a conveyance of that space for no additional cost. See "Risk
Factors--Environmental Conditions of the Mortgaged Properties May Subject the
Trust Fund to Liability Under Federal and State Laws, Reducing the Value and
Cash Flow of the Mortgaged Properties, Which May Result in Reduced Payments on
Your Offered Certificates" in this prospectus supplement.

         Pari Passu, Subordinate and Other Financing.

         PARI PASSU SPLIT LOAN STRUCTURES

         11 Penn Plaza
         -------------

         The 11 Penn Plaza Mortgaged Property, which represents security for
approximately 11.7% of the initial mortgage pool balance, also currently secures
a mortgage loan that is not part of the mortgage pool. See "Summaries of the Ten
Largest Mortgage Loans--11 Penn Plaza" on Appendix C to this prospectus
supplement.

         The 11 Penn Plaza Pooled Mortgage Loan and the 11 Penn Plaza Non-Pooled
Pari Passu Companion Loan have the same borrower and are both secured by the
same mortgage instrument encumbering the 11 Penn Plaza Mortgaged Property. The
interest rate and maturity date of the 11 Penn Plaza Non-Pooled Pari Passu
Companion Loan are identical to those of the 11 Penn Plaza Pooled Mortgage Loan.
The amortization characteristics of the 11 Penn Plaza Loan Group are described
above under "--Amortization Characteristics". Payments from the borrower under
the 11 Penn Plaza Loan Group will be applied on a pari passu basis to the 11
Penn Plaza Pooled Mortgage Loan and the 11 Penn Plaza Non-Pooled Pari Passu
Companion Loan. The 11 Penn Plaza Non-Pooled Pari Passu Companion Loan is
currently held by Prudential Mortgage Capital Funding, LLC, one of the mortgage
loan sellers, and may be sold or further divided at any time (subject to
compliance with the terms of the related intercreditor agreement).

         The intercreditor agreement between the holder of the 11 Penn Plaza
Pooled Mortgage Loan and the holder of the 11 Penn Plaza Non-Pooled Pari Passu
Companion Loan provides that for so long as either the 11 Penn Plaza Pooled
Mortgage Loan or the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan is
included in a securitization, the applicable master servicer or the special
servicer, if applicable, is obligated to administer the 11 Penn Plaza Pooled
Mortgage Loan and the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan
consistent with the terms of the related intercreditor agreement and the series
2004-PWR6 pooling and servicing agreement. Following any securitization of the
11 Penn Plaza Non-Pooled Pari Passu Companion Loan, the holder of that 11 Penn
Plaza Non-Pooled Pari Passu Companion Loan, or its representative, has the right
to consult with the master servicer or the special servicer, as applicable, of
the 2004-PWR6 securitization in respect of certain matters related to the 11
Penn Plaza Loan Group and the 11 Penn Plaza Mortgaged Property. The holder of
the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan or its representative
will have an opportunity to review any of these proposed actions to be taken by
the applicable master servicer or the special servicer, which servicer is
required to give the holder of the 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan, or its representative, prompt notice of any determination by the
applicable master servicer or the special servicer to take any such action.
However, neither the applicable master servicer nor the special servicer of the
2004-PWR6 securitization will be obligated to act upon the direction, advice or
objection of the holder of the 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan, or its representative, in connection with any such proposed action.

                                      S-95


         Lincoln Square
         --------------

         The Lincoln Square Mortgaged Property, which represents security for
approximately 4.7% of the initial mortgage pool balance, also currently secures
two mortgage loans that are not part of the mortgage pool. See "Summaries of the
Ten Largest Mortgage Loans--Lincoln Square" on Appendix C to this prospectus
supplement.

         The Lincoln Square Pooled Mortgage Loan and the Lincoln Square
Non-Pooled Pari Passu Companion Loans have the same borrower and are all secured
by the same mortgage instrument encumbering the Lincoln Square Mortgaged
Property. The interest rate and maturity date of the Lincoln Square Non-Pooled
Pari Passu Companion Loans are identical to those of the Lincoln Square Pooled
Mortgage Loan. The amortization characteristics of the Lincoln Square Loan Group
are described above under "--Amortization Characteristics". Payments from the
borrower under the Lincoln Square Loan Group will be applied on a pari passu
basis to the Lincoln Square Pooled Mortgage Loan and each Lincoln Square
Non-Pooled Pari Passu Companion Loan. See "Intercreditor and Servicing
Arrangements Regarding the Non-Trust-Serviced Pooled Mortgage Loan" for a
description of the relative rights of the holders of the Lincoln Square Pooled
Mortgage Loan and the holders of the Lincoln Square Non-Pooled Pari Passu
Companion Loans and of the provisions for the servicing and administration of
the Lincoln Square Loan Group under the collective arrangements evidenced by the
Lincoln Square Intercreditor Agreement, the Non-Trust Servicing Agreement, the
BSCMSI Series 2004-PWR5 Pooling and Servicing Agreement and the series 2004-PWR6
pooling and servicing agreement. The DSCR, Cut-off Date LTV Ratio, Cut-off Date
principal balance per square foot and LTV Ratio at Maturity set forth herein
with respect to the Lincoln Square Pooled Mortgage Loan reflect the aggregate
indebtedness evidenced by the Lincoln Square Pooled Mortgage Loan and the
Lincoln Square Non-Pooled Pari Passu Companion Loans.

         Additionally, the borrower under the Lincoln Square Pooled Mortgage
Loan is permitted under the loan documents to obtain loans from its affiliates
and certain other specified parties in an aggregate principal amount of up to
$8,000,000 outstanding at any time; provided, that these loans (a) are fully
subordinate to the Lincoln Square Loan Group, (b) are non-recourse to the
borrower and its assets, including the related mortgaged property, and (c) can
only be paid out of excess cash flow available after any and all payments
required under the Lincoln Square Loan Group loan documents.

         OTHER PROPERTY-SECURED FINANCING AND MEZZANINE AND SIMILAR FINANCING

         In the case of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Caruth Plaza,
which loan represents 2.1% of the initial mortgage pool balance, the related
pooled mortgage loan seller also made a mezzanine loan to the owners of the
borrower in the original principal amount of $600,000. The mezzanine loan
provides for full amortization over its term and matures on the same date as the
stated maturity date of the pooled mortgage loan. The lender under the mezzanine
loan executed an intercreditor agreement for the benefit of the holder of the
pooled mortgage loan which provides, among other things, that (i) the mezzanine
lender will not transfer more than 49% of its interest in the mezzanine loan
except to certain entities which meet certain financial and other tests unless
confirmation has been obtained from each Rating Agency that the transfer would
not result in the downgrade, withdrawal or qualification of the then outstanding
ratings on the series 2004-PWR6 certificates, (ii) the mezzanine lender will not
exercise any rights it may have under the mezzanine loan documents with respect
to foreclosure or other realization on the mezzanine collateral unless either
confirmation has been obtained from each Rating Agency that the transfer would
not result in the downgrade, withdrawal or qualification of the then outstanding
ratings on the series 2004-PWR6 certificates or the mezzanine lender is an
entity which meets certain financial and other tests under the intercreditor
agreement, (iii) if the pooled mortgage loan is accelerated or becomes a
specially serviced mortgage loan or if the lender exercises any right or remedy
under the related mortgage loan documents with respect to the related borrower
or mortgaged property, the mezzanine lender has the right to purchase the pooled
mortgage loan for a price equal to the outstanding principal balance thereof,
together with all accrued interest and other amounts due thereon, any advances
made by the lender thereunder and any interest thereon, and all enforcement
related costs and expenses and (iv) the mezzanine lender has certain cure rights
in the event that an event of default has occurred under the pooled mortgage
loan.

         The pooled mortgage loan secured by the mortgaged property identified
on Appendix B to this prospectus supplement as Hilton Sandestin Beach Golf
Resort & Spa, which loan represents 5.1% of the initial mortgage pool balance,
permits the general partner of the borrower, after the second anniversary of the
loan, to incur unsecured debt or debt secured by any of the limited partnership
interests in the borrower that it owns (currently approximately a 7.74% limited
partnership interest in the aggregate) and/or any specifically segregated cash
it reserves from the net cash flow after debt service and reserves, subject to
certain conditions, including, among other things, (1) the combined
loan-to-value ratio of the pooled

                                      S-96


mortgage loan and the additional indebtedness may not exceed 60% and the
combined debt service coverage ratio of the pooled mortgage loan and the
additional indebtedness must not be less than 1.90x (based on the trailing 12
months of cash flow), (2) the proceeds of the additional indebtedness may be
used only to finance major capital improvements and (3) the lender under the
additional indebtedness must execute an intercreditor agreement (including
subordination and standstill provisions) in form and substance acceptable to the
holder of the pooled mortgage loan. In the alternative, if the general partner
has not incurred such debt, the loan permits other constituent owners of the
borrower, after the second anniversary of the loan, to incur mezzanine debt
secured by their equity interest in the borrower, subject to certain conditions,
including, among other things, (1) a combined loan-to-value ratio of not more
than 60%; (2) a combined debt service coverage ratio of 1.90 x; (3) an
intercreditor agreement satisfactory to the holder of the pooled mortgage loan;
and (4) the mezzanine lender's satisfying various "qualified transferee"
eligibility criteria.

         Under the terms of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as The Pointe at
53rd and representing 2.1% of the initial mortgage pool balance, the equity
owners of the borrower are permitted to incur mezzanine debt in a principal
amount not to exceed $800,000 in the event that the ground lessor of the
leasehold portion of the related mortgaged property exercises its option under
the ground lease to require the borrower to purchase the leasehold estate,
subject to satisfaction of certain conditions, including that (i) the mezzanine
lender must be a financial institution in the business of making similar loans
and otherwise acceptable to the mortgagee, (ii) the terms and structure of such
mezzanine debt must be acceptable to the mortgagee, (iii) the debt service
coverage ratio based on the combined annualized debt service of the mortgage
loan and the mezzanine debt (calculated as set forth in the related mortgage) is
not less than 1.20x, (iv) the outstanding principal balance of the mortgage loan
plus the principal amount of the mezzanine debt does not exceed 80% of the
mortgaged property's market value as determined by an appraisal and (v) the
mezzanine lender enters into a subordination and intercreditor agreement with
the mortgagee, satisfactory to the mortgagee in its reasonable discretion.

         The pooled mortgage loan secured by the mortgaged property identified
on Appendix B to this prospectus supplement as Knightboxx Walgreens, which loan
represents 0.4% of the initial mortgage pool balance, permits subordinate
financing secured by the mortgaged property or mezzanine financing secured by
the membership interest in the borrower, at any time, provided that, among other
conditions, (i) the combined loan-to-value ratio of the pooled mortgage loan and
the additional indebtedness may not exceed 80% and the combined debt service
coverage ratio of the pooled mortgage loan and the additional indebtedness must
not be less than 1.35x; (ii) the maturity date of the additional indebtedness
must be no later than the maturity date of the pooled mortgage loan; (iii) the
additional indebtedness must bear interest at a fixed rate and provide for
amortization in full on a straight-line basis over its term to maturity and (iv)
the additional indebtedness must be non-recourse to the borrower under the
pooled mortgage loan and its sole member.

         The pooled mortgage loan secured by the mortgaged property identified
on Appendix B to this prospectus supplement as Staples - Dale Mabry, which loan
represents 0.2% of the initial mortgage pool balance, permits subordinate
financing secured by the mortgaged property at any time following the second
anniversary of the origination of the pooled mortgage loan, provided that, among
other conditions, (i) the combined loan-to-value ratio of the pooled mortgage
loan and the additional indebtedness may not exceed 80% and the combined debt
service coverage ratio of the pooled mortgage loan and the additional
indebtedness must not be less than 1.20x, (ii) the maturity date of the
additional indebtedness must be no later than the maturity date of the pooled
mortgage loan, (iii) the additional indebtedness must bear interest at a fixed
rate and provide for amortization in full on a straight-line basis over its term
to maturity and (iv) the additional indebtedness must be non-recourse to the
borrower to the same extent as the pooled mortgage loan.

         In addition, there may be other mortgage loans that we intend to
include in the trust fund, as to which direct and indirect equity owners of the
related borrower have pledged or are permitted in the future to pledge their
respective equity interests to secure financing, or as to which the related
borrower is permitted to incur subordinate debt subject to the new lender
entering into a subordination agreement.

         The pooled mortgage loans generally do not prohibit indebtedness
secured by equipment or other personal property located at the mortgaged
property.

         OTHER ADDITIONAL FINANCING

         In general, borrowers that have not agreed to certain special purpose
covenants in the related mortgage loan documents are not prohibited from
incurring such additional debt. Such additional debt may be secured by other
property

                                      S-97


owned by the borrower. Certain of these borrowers may have already incurred
additional debt. In addition the owners of such borrowers generally are not
prohibited from incurring mezzanine debt secured by pledges of their equity
interests in those borrowers.

         With respect to the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Heritage Town
Center and representing 0.6% of the initial mortgage pool balance, the borrower
has incurred unsecured debt from one of its members in the original principal
amount of $2,255,000 for the sole purpose of paying for necessary capital
improvements to the related mortgaged property, which debt is payable only from
excess cash flow from the related mortgaged property and is subject to a
subordination and standstill agreement with the lender.

         Under the terms of the pooled mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Eastgate
Apartments and representing 0.4% of the initial mortgage pool balance, the
borrower has incurred debt in the original principal amount of $3,500,000,
secured by a mortgage on another real property owned by the borrower. The
mortgage loan is nonrecourse to the borrower, except for standard nonrecourse
carveouts. The mortgage for that mortgage loan provides that any refinancing of
the additional debt must not exceed 70% of the appraised value of the related
property as determined by an MAI appraiser reasonably acceptable to the lender.
In addition, this pooled mortgage loan permits the borrower to incur additional
unsecured financing in an amount of up to $450,000 for the sole purpose of
paying for necessary capital improvements to the related mortgaged property.
Conditions to incurring any such additional unsecured debt include, among other
things, that (i) the additional debt shall be payable only out of the borrower's
net cash flow available after all current obligations with respect to the pooled
mortgage loan have been paid, all current operating expenses satisfied and all
reserves are funded, (ii) the additional debt must be nonrecourse as to
principal, interest and any other amounts, (iii) the structure of the additional
debt must be acceptable to the holder of the pooled mortgage loan and (iv) the
lender under the additional debt must execute a subordination and intercreditor
agreement satisfactory to the holder of the pooled mortgage loan.

         The mortgage loans generally do not prohibit the related borrower from
incurring other unsecured indebtedness, including but not limited to trade
payables, in the ordinary course of business, or from incurring indebtedness
secured by equipment or other personal property located at the mortgaged
property.

         Under the terms of the Lincoln Square loan documents, the borrower is
permitted to incur certain unsecured debt as described under "Split Loan
Structures--Lincoln Square" above.

         Under the terms of the mortgage loan secured by the mortgaged
properties identified on Appendix B to this prospectus supplement as Pioneer
Industrial II and Antonio Parkway representing 0.5% and 0.5%, respectively, of
the initial mortgage pool balance, the borrower is permitted to incur unsecured
debt so long as the ratio of the borrower's total liabilities to total tangible
assets does not exceed 0.75x, as determined by the lender in its sole and
absolute discretion.

         Under the terms of the mortgage loan secured by the mortgaged property
identified on Appendix B to this prospectus supplement as Hunter Technology Park
and representing 0.3% of the initial mortgage pool balance, the borrower is
permitted to incur unsecured debt, provided that such debt is not secured by the
related mortgaged property or by an interest in the related borrower.

         The pooled mortgage loan secured by the mortgaged property identified
on Appendix B to this prospectus supplement as Los Alamos Business Center, which
loan represents 0.3% of the initial mortgage pool balance, permits the borrower
to incur an unsecured line of credit or other similar debt in an amount of up to
$50,000 for the sole purpose of paying for necessary capital improvements to the
related mortgaged property. Conditions to incurring any such additional
unsecured debt include, among other things, that (i) any and all funds on
deposit in the replacement reserve account must have been applied to pay for the
capital improvements prior to the borrower incurring the additional financing,
(ii) no subordinate lien will be permitted on the related mortgaged property and
no interest in the borrower will be pledged as collateral for the additional
debt, and (iii) the lender under the additional debt must execute a
subordination and intercreditor agreement satisfactory to the holder of the
pooled mortgage loan, which is in compliance with the requirements imposed by
the rating agencies.

         With respect to the mortgage loan secured by the mortgaged property
identified on Appendix B to this prospectus supplement as Lakecrest Apartment
Portfolio and representing 1.5% of the initial mortgage pool balance, the
ownership

                                      S-98


interests of an indirect parent in the borrower, together with ownership
interests in other related entities, have been pledged to secure a letter of
credit.

         In addition, with respect to the mortgage loan secured by the mortgaged
property identified on Appendix B to this prospectus supplement as Walgreens
Westampton and representing 0.4% of the initial mortgage pool balance, the
borrower is not a single purpose entity and is not restricted from incurring
unsecured indebtedness.

         We make no representation with respect to the pooled mortgage loans as
to whether any other secured subordinate financing currently encumbers any
mortgaged property, whether any borrower is the obligor on any material
unsecured debt or whether a third party holds debt secured by a pledge of an
equity interest in any related borrower. See "Legal Aspects of the Mortgage
Loans--Subordinate Financing" in the accompanying prospectus and "Risk
Factors--A Borrower's Other Loans May Reduce The Cash Flow Available To The
Mortgaged Property Which May Adversely Affect Payment On Your Certificates" in
this prospectus supplement.

         Additional Collateral.

         Sixty-eight (68) of the pooled mortgage loans, representing 70.6% of
the initial mortgage pool balance, have the benefit of additional collateral in
the form of either upfront and/or continuing cash reserves that are to be
maintained for specified periods and/or purposes, such as taxes and insurance,
deferred maintenance, environmental remediation, debt service, tenant
improvements and leasing commissions and capital improvements. See Appendix B to
this prospectus supplement for further information with respect to additional
collateral.

         Cash Management Agreements/Lockboxes.

         Thirty-three (33) of the pooled mortgage loans, representing 68.6% of
the initial mortgage pool balance, generally provide that rents, credit card
receipts, accounts receivables payments and other income derived from the
related mortgaged properties will be subject to a cash management/lockbox
arrangement.

         Appendix B to this prospectus supplement sets forth (among other
things) the type of provisions (if any) for the establishment of a lockbox under
the terms of each pooled mortgage loan. The following is a description of each
type of provision:

          o    None. No lockbox is set up as of the Issue Date and no lockbox
               will ever be set up during the loan term.

          o    Hard. Revenue from the related mortgaged property is generally
               paid directly by the tenants and other payors to an account
               controlled by the applicable master servicer on behalf of the
               trust fund. With respect to certain of these mortgage loans, such
               revenue from the related mortgaged property is either (a) swept
               to the borrower unless a default or other "trigger " event under
               the related mortgage loan documents has occurred or (b) not made
               available to the borrower and is forwarded to a cash management
               account controlled by the applicable master servicer on behalf of
               the trust fund and applied to sums payable under the related
               mortgage loan and, in certain transactions, to pay expenses at
               the related mortgaged property. With respect to the remainder of
               these mortgage loans, such revenue is generally applied by the
               applicable master servicer on behalf of the trust fund according
               to the related mortgage loan documents.

          o    Soft, Springing Hard. Revenue from the related mortgaged property
               is generally paid by the tenants and other payors to the borrower
               or the property manager and then forwarded to an account
               controlled by the applicable master servicer on behalf of the
               trust fund. Until the occurrence of certain specified "trigger"
               events, such revenue is forwarded to an account controlled by the
               related borrower or is otherwise made available to the related
               borrower, and the related borrower remains obligated to pay all
               debt service, reserves and other payments required under the
               related mortgage loan. Upon the occurrence of such a specified
               "trigger event", the borrower is required to instruct tenants and
               other payors to pay directly into an account controlled by the
               applicable master servicer on behalf of the trust fund and the
               revenue would then be applied by the applicable master servicer
               on behalf of the trust fund according to the related mortgage
               loan documents.

                                      S-99


          o    Springing Hard. The borrower has generally executed a cash
               management agreement which requires the borrower, upon the
               occurrence of a trigger event, to cooperate in the establishment
               of a hard lockbox under which the borrower is required to
               instruct tenants to pay directly into an account controlled by
               the applicable master servicer on behalf of the trust fund and
               the revenue would then be applied by the applicable master
               servicer on behalf of the trust fund according to the related
               mortgage loan documents.

          o    Soft. Revenue from the related mortgaged property is generally
               paid by the tenants and other payors to the borrower or the
               property manager and forwarded to an account controlled by the
               applicable master servicer on behalf of the trust fund. The funds
               are then applied by the applicable master servicer on behalf of
               the trust fund according to the related mortgage loan documents.

         In connection with any hard lockbox, income deposited directly into the
related lockbox account may not include amounts paid in cash which are paid
directly to the related property manager, notwithstanding requirements to the
contrary. Furthermore, with respect to certain multifamily and hospitality
properties, cash or "over-the-counter" receipts may be deposited into the
lockbox account by the property manager. Pooled mortgage loans whose terms call
for the establishment of a lockbox account require that the amounts paid to the
property manager will be deposited into the applicable lockbox account on a
regular basis. Lockbox accounts will not be assets of the trust fund.

         Hazard Insurance.

         See "Servicing of the Mortgage Loans Under the Series 2004-PWR6 Pooling
and Servicing Agreement--Maintenance of Insurance" in this prospectus supplement
and "Description of the Pooling and Servicing Agreements--Hazard Insurance
Policies" in the accompanying prospectus for a description of the obligations of
the master servicers and the special servicer with respect to the enforcement of
the obligations of the borrowers under the mortgage loan documents and other
matters related to the maintenance of insurance.

         Each borrower under a pooled mortgage loan is required to maintain all
insurance required by the terms of the loan documents in the amounts set forth
therein, which shall be obtained from an insurer meeting the requirements of the
loan documents. This includes a fire and hazard insurance policy with extended
coverage. Certain mortgage loans may permit the hazard insurance policy to be
maintained by a tenant of the mortgaged property, or may permit the borrower or
a tenant to self-insure. The coverage of each policy will be in an amount,
subject to a deductible customary in the related geographic area, that is not
less than the lesser of (a) the full replacement cost of the improvements that
are security for the subject pooled mortgage loan, with no deduction for
depreciation, and (b) the outstanding principal balance owing on that mortgage
loan, but in any event, in an amount sufficient to avoid the application of any
coinsurance clause.

         If, on the date of origination of a mortgage loan, a material portion
of the improvements on a mortgaged property was in an area identified in the
Federal Register by the Federal Emergency Management Agency ("FEMA") as having
special flood hazards (and such flood insurance is required by FEMA and has been
made available), the loan documents generally require flood insurance meeting
the requirements of the current guidelines of the Federal Insurance
Administration in an amount representing coverage of at least the lesser of (a)
the outstanding principal balance of the mortgage loan and (b) the maximum
amount of flood insurance available for the mortgaged property permitted by
FEMA.

         Tenant Matters.

         Described and listed below are special considerations regarding tenants
at the mortgaged properties securing the mortgage loans that we intend to
include in the trust fund--

          o    Twenty-five (25) of the mortgaged properties securing the pooled
               mortgage loans, securing 9.8% of the initial mortgage pool
               balance, are either wholly owner-occupied or leased to a single
               tenant.

          o    Some of the mortgaged properties that are office, industrial or
               retail properties may have a tenant that has ceased to occupy its
               space at a mortgaged property but continues to pay rent under its
               lease.

          o    Certain of the multifamily properties have material tenant
               concentrations of students or military personnel.

                                     S-100


          o    Certain of the multifamily rental properties receive rent
               subsidies from the United States Department of Housing and Urban
               Development under its Section 8 program or otherwise.

          o    There may be several cases in which a particular entity is a
               tenant at more than one of the mortgaged properties, and although
               it may not be one of the three largest tenants at any of those
               properties, it is significant to the success of the properties in
               the aggregate.

          o    With respect to certain of the mortgage loans, the related
               borrower has given to certain tenants a right of first refusal in
               the event a sale is contemplated or an option to purchase all or
               a portion of the mortgaged property and this provision, if not
               waived, may impede the mortgagee's ability to sell the related
               mortgaged property at foreclosure or adversely affect the
               foreclosure proceeds. Generally, these rights do not apply to a
               transfer arising out of foreclosure or a deed in lieu of
               foreclosure, but the applicable tenant typically retains its
               right of first refusal following foreclosure or a deed in lieu of
               foreclosure, and any sale by the lender or other new lender would
               be subject to such right. In addition, a right of first refusal
               may be conferred by statute to mobile home owners through their
               owners' association; however, such right does not apply to a
               transfer arising out of foreclosure or a deed in lieu of
               foreclosure.

          o    With respect to certain of the mortgage loans, the sole tenant or
               a significant tenant at the related mortgaged property is
               affiliated with the related borrower.

          o    Included in the office properties are two (2) medical office
               properties identified on Appendix B to this prospectus supplement
               as Superstition Springs Square Medical Office and Empire Drive
               Medical Office Building, which secure approximately 0.2% and
               0.2%, respectively of the initial mortgage pool balance. 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 affect cash flow at such
               mortgaged property.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

         Appraisals.

         In connection with the origination of each pooled mortgage loan or in
connection with this offering, an appraisal was conducted in respect of the
related mortgaged property by an independent appraiser that was state-certified
and/or a Member of the Appraisal Institute or an update of an existing appraisal
was obtained. In each case, the appraisal complied, or the appraiser certified
that it complied, with the real estate appraisal regulations issued jointly by
the federal bank regulatory agencies under the Financial Institutions Reform,
Recovery, and Enforcement Act of 1989, as amended. In general, those appraisals
represent the analysis and opinion of the person performing the appraisal and
are not guarantees of, and may not be indicative of, present or future value. We
cannot assure you that another person would not have arrived at a different
valuation, even if such person used the same general approach to and same method
of valuing the property or that different valuations would not have been reached
separately by the mortgage loan sellers based on their internal review of such
appraisals. In certain cases, appraisals may reflect "as stabilized" values
reflecting certain assumptions such as future construction completion, projected
re-tenanting or increased tenant occupancies. The appraisals obtained as
described above sought to establish the amount a typically motivated buyer would
pay a typically motivated seller. Such amount could be significantly higher than
the amount obtained from the sale of a mortgaged property under a distress or
liquidation sale. Information regarding the values of the mortgaged properties
as of the cut-off date is presented herein for illustrative purposes only. See
"Risk Factors--Risks Related to the Mortgage Loans--Appraisals May Inaccurately
Reflect the Value of the Mortgaged Properties" in this prospectus supplement.

         Environmental Assessments.

         Except for mortgaged properties that are the subject of environmental
insurance obtained in lieu of a Phase I environmental site assessment as
described under "--Environmental Insurance" below and except as described in the
next sentence, all of the mortgaged properties securing the pooled mortgage
loans have been subject to environmental site assessments by a third-party
consultant, or in some cases an update of a previous assessment or transaction
screen, in

                                     S-101


connection with the origination of the pooled mortgage loans. Additionally, no
Phase I environmental site assessment was obtained for one mortgaged property
which is subject to a ground lease with the U.S. Secretary of the Army and a
portion of two mortgaged properties securing one mortgage loan, each of which
was given no material value by the related mortgage loan seller. In some cases,
a Phase II site assessment was also performed. In certain cases, these
environmental assessments revealed conditions that resulted in requirements that
the related borrowers establish operations and maintenance plans, monitor the
mortgaged property or nearby properties, abate or remediate the condition,
and/or provide additional security such as letters of credit, reserves, secured
creditor impaired property policy, environmental insurance policy or pollution
limited liability environmental impairment policy or environmental
indemnification. None of these environmental assessments are more than 12 months
old as of the cut-off date, except in the case of two (2) mortgaged properties,
representing security for 1.4% and 0.6%, respectively, of the initial mortgage
pool balance. See "Risk Factors--Environmental Conditions of the Mortgaged
Properties May Subject the Trust Fund to Liability Under Federal and State Laws,
Reducing the Value and Cash Flow of the Mortgaged Properties, Which May Result
in Reduced Payments on Your Offered Certificates" in this prospectus supplement.

         Property Condition Assessments.

         In general, a licensed engineer, architect or consultant inspected the
related mortgaged property, in connection with the origination of each of the
pooled mortgage loans or in connection with this offering, to assess the
condition of the structure, exterior walls, roofing, interior structure and
mechanical and electrical systems. Engineering reports by licensed engineers,
architects or consultants generally were prepared, except for newly constructed
properties and properties for which the borrower's interest consists of a fee
interest solely on the land and not any improvements, for the mortgaged
properties in connection with the origination of the related pooled mortgage
loan or in connection with this offering. See "Risk Factors--Property
Inspections and Engineering Reports May Not Reflect All Conditions That Require
Repair on a Mortgaged Property" in this prospectus supplement. In certain cases
where material deficiencies were noted in such reports, the related borrower was
required to establish reserves for replacement or repair or remediate the
deficiency.

         Seismic Review Process.

         In general, the underwriting guidelines applicable to the origination
of the pooled mortgage loans required that prospective borrowers seeking loans
secured by properties located in California and areas of other states where
seismic risk is deemed material obtain a seismic engineering report of the
building and, based thereon and on certain statistical information, an estimate
of probable maximum loss ("PML") in an earthquake scenario. Generally, any of
the pooled mortgage loans as to which the property was estimated to have PML in
excess of 20% of the estimated replacement cost would either be subject to a
lower loan-to-value limit at origination, be conditioned on seismic upgrading
(or appropriate reserves or letter of credit for retrofitting) or be conditioned
on satisfactory earthquake insurance. In the case of one (1) mortgaged property
identified on Appendix B to this prospectus supplement as A-American Bouquet
Canyon, which secures approximately 0.3% of the initial mortgage pool balance,
the mortgaged property has a PML of 22% and no earthquake insurance was
required; however, the mortgage loan documents contain an affirmative borrower
covenant to restore the property following any earthquake damage, and the
related guarantor has personal liability for loss resulting from the breach of
such covenant.

         Zoning and Building Code Compliance.

         Each mortgage loan seller took steps to establish that the use and
operation of the mortgaged properties that represent security for its pooled
mortgage loans, at their respective dates of origination, were in compliance in
all material respects with, or were legally existing non-conforming uses or
structures under, applicable zoning, land-use and similar laws and ordinances,
but we cannot assure you that such steps revealed all possible violations.
Evidence of such compliance may have been in the form of legal opinions, zoning
consultants reports, confirmations from government officials, title insurance
endorsements, survey endorsements and/or representations by the related borrower
contained in the related mortgage loan documents. Violations may be known to
exist at any particular mortgaged property, but the related mortgage loan seller
has informed us that it does not consider any such violations known to it to be
material.

         Environmental Insurance.

         Twenty-two (22) mortgaged properties, securing 9.4% of the initial
mortgage pool balance, are each the subject of a group secured creditor impaired
property policy or an individual secured creditor impaired property policy,
environmental insurance policy or pollution limited liability environmental
impairment policy. In each such case, the insurance was

                                     S-102


obtained to provide coverage for certain losses that may arise from certain
known or suspected adverse environmental conditions that exist or may arise at
the related mortgaged property or (in the case of twenty-one (21) of those
mortgaged properties, representing 4.7% of the initial mortgage pool balance)
was obtained in lieu of a Phase I environmental site assessment, in lieu of a
recommended or required Phase II environmental site assessment or in lieu of an
environmental indemnity from a borrower principal or a high net-worth entity.
These policies will be assigned to the trust. The premiums for these policies
have been or, as of the date of initial issuance of the series 2004-PWR6
certificates, will have been paid in full.

         In general, each of the secured creditor impaired property,
environmental insurance or pollution limited liability environmental impairment
policies referred to above provides coverage with respect to the subject pooled
mortgage loans for one or more of the following losses, subject to the coverage
limits discussed below, and further subject to each policy's conditions and
exclusions:

         o    if during the term of a policy, a borrower defaults under its
              mortgage loan and adverse environmental conditions exist at
              levels above legal limits on the related underlying real
              property, the insurer will indemnify the insured for the
              outstanding principal balance of the related mortgage loan on the
              date of the default, together with accrued interest from the date
              of default until the date that the outstanding principal balance
              is paid; or

         o    if the insured becomes legally obligated to pay as a result of a
              claim first made against the insured and reported to the insurer
              during the term of a policy, for bodily injury, property damage
              or clean-up costs resulting from adverse environmental conditions
              on, under or emanating from an underlying real property, the
              insurer will pay the lesser of a specified amount and the amount
              of that claim; and/or

         o    if the insured enforces the related mortgage, the insurer will
              thereafter pay the lesser of a specified amount and the amount of
              the legally required clean-up costs for adverse environmental
              conditions at levels above legal limits which exist on or under
              the acquired underlying real property, provided that the
              appropriate party reported those conditions to the government in
              accordance with applicable law.

         The secured creditor impaired property, environmental insurance and
pollution limited liability impairment environmental policies do not cover
adverse environmental conditions that the insured first became aware of before
the term of the policy unless those conditions were disclosed to the insurer
before the policy was issued. The policies also do not insure against any
liability resulting from the presence of asbestos containing materials, radon
gas or lead paint. However, property condition assessments or engineering
surveys were conducted for the mortgaged properties covered by the policies. If
the related report disclosed the existence of material amounts of lead based
paint, asbestos containing materials or radon gas affecting such a mortgaged
property, the related borrower was required to remediate the condition before
the closing of the related pooled mortgage loan, establish a reserve from loan
proceeds in an amount considered sufficient by the mortgage loan seller or agree
to establish an operations and maintenance plan.

         The secured creditor impaired property, environmental insurance and
pollution limited liability environmental policies may contain additional
limitations and exclusions, such as an exclusion from coverage for mold and
other microbial contamination, and a limitation that coverage be limited to the
lesser of the outstanding loan balance or post-foreclosure cleanup cost, further
subject to policy limits.

         The group secured creditor impaired property policy generally requires
that the appropriate party associated with the trust report a claim during the
term of the policy, which generally extends five years beyond the term of each
covered mortgage loan. No individual claim under the group policy may exceed
$4,687,500.

         There is no deductible under the secured creditor impaired property,
environmental insurance and pollution limited liability impairment environmental
policies.

         In general, the applicable master servicer will be required to report
any claims of which it is aware that arise under a secured credit impaired
property, environmental insurance or pollution limited liability impairment
environmental policy relating to a mortgage loan while that loan is not a
specially serviced mortgage loan and the special servicer will be required

                                     S-103


to report any claims of which it is aware that arise under the policy while that
loan is a specially serviced mortgage loan or the related mortgaged property has
become an REO property.

         Each insurance policy referred to above has been issued or, as of the
date of initial issuance of the series 2004-PWR6 certificates, will have been
issued.

ADDITIONAL MORTGAGE LOAN INFORMATION

         Each of the tables presented in Appendix A to this prospectus
supplement sets forth selected characteristics of the mortgage pool presented,
where applicable, as of the cut-off date. For a detailed presentation of certain
of the characteristics of the pooled mortgage loans and the related mortgaged
properties, on an individual basis, see Appendix B to this prospectus
supplement, and for a brief summary of the ten (10) largest mortgage loans in
the mortgage pool, see Appendix C to this prospectus supplement. Additional
information regarding the pooled mortgage loans is contained (a) in this
prospectus supplement under "Risk Factors" and elsewhere in this "Description of
the Mortgage Pool" section and (b) under "Legal Aspects of Mortgage Loans" in
the accompanying prospectus.

         For purposes of the tables in Appendix A and for the information
presented in Appendix B and Appendix C:

         (1)  References to "DSCR" are references to "Debt Service Coverage
              Ratios". In general, debt service coverage ratios are used by
              income property lenders to measure the ratio of (a) cash
              currently generated by a property or expected to be generated by
              a property based upon executed leases that is available for debt
              service to (b) required debt service payments. However, debt
              service coverage ratios only measure the current, or recent,
              ability of a property to service mortgage debt. If a property
              does not possess a stable operating expectancy (for instance, if
              it is subject to material leases that are scheduled to expire
              during the loan term and that provide for above-market rents
              and/or that may be difficult to replace), a debt service coverage
              ratio may not be a reliable indicator of a property's ability to
              service the mortgage debt over the entire remaining loan term.
              For purposes of this prospectus supplement, including for the
              tables in Appendix A and the information presented in Appendix B
              and Appendix C, the "Debt Service Coverage Ratio" or "DSCR" for
              any pooled mortgage loan is calculated pursuant to the definition
              thereof under the "Glossary of Terms" in this prospectus
              supplement. With respect to each of the 11 Penn Plaza Pooled
              Mortgage Loan and the Lincoln Square Pooled Mortgage Loan, the
              debt service coverage ratio information in this prospectus
              supplement reflects the aggregate debt service payable under both
              that pooled mortgage loan and the related Non-Pooled Pari Passu
              Companion Loan(s) and the loan per square foot or net rentable
              unit information, as applicable, in this prospectus supplement
              reflects the aggregate indebtedness under both that pooled
              mortgage loan and the related Non-Pooled Pari Passu Companion
              Loan(s).

              In connection with the calculation of DSCR and loan-to-value
              ratios, in determining Underwritten Net Cash Flow for a mortgaged
              property, the applicable mortgage loan seller relied on rent
              rolls and other generally unaudited financial information
              provided by the respective borrowers and calculated stabilized
              estimates of cash flow that took into consideration historical
              financial statements, material changes in the operating position
              of the mortgaged property of which the mortgage loan seller was
              aware (e.g., new signed leases or end of "free rent" periods and
              market data), and estimated capital expenditures, leasing
              commissions and tenant improvement reserves. The applicable
              mortgage loan seller made changes to operating statements and
              operating information obtained from the respective borrowers,
              resulting in either an increase or decrease in the estimate of
              Underwritten Net Cash Flow derived therefrom, based upon the
              mortgage loan seller's evaluation of such operating statements
              and operating information and the assumptions applied by the
              respective borrowers in preparing such statements and
              information. In most cases, the relevant borrower supplied
              "trailing-12 months" income and/or expense information or the
              most recent operating statements or rent rolls were utilized. In
              some cases, partial year operating income data was annualized,
              with certain adjustments for items deemed not appropriate to be
              annualized. In some instances, historical expenses were inflated.
              For purposes of calculating Underwritten Net Cash Flow for pooled
              mortgage loans where leases have been executed by one or more
              affiliates of the borrower, the rents under some of such leases
              have been adjusted downward to reflect market rents for similar
              properties if the rent actually paid under the lease was
              significantly higher than the market rent for similar properties.

                                     S-104


              Historical operating results may not be available for some of the
              pooled mortgage loans which are secured by mortgaged properties
              with newly constructed improvements, mortgaged properties with
              triple net leases, mortgaged properties that have recently
              undergone substantial renovations and newly acquired mortgaged
              properties. In such cases, items of revenue and expense used in
              calculating Underwritten Net Cash Flow were generally derived
              from rent rolls, estimates set forth in the related appraisal,
              leases with tenants or from other borrower-supplied information.
              No assurance can be given with respect to the accuracy of the
              information provided by any borrowers, or the adequacy of the
              procedures used by the applicable mortgage loan seller in
              determining the presented operating information.

              The Debt Service Coverage Ratios are presented herein for
              illustrative purposes only and, as discussed above, are limited
              in their usefulness in assessing the current, or predicting the
              future, ability of a mortgaged property to generate sufficient
              cash flow to repay the related mortgage loan. Accordingly, no
              assurance can be given, and no representation is made, that the
              Debt Service Coverage Ratios accurately reflect that ability.

         (2)  References in the tables to "Cut-off Date LTV" are references to
              "Cut-off Date Loan-to-Value Ratio", references to "Balloon LTV"
              are references to "LTV Ratio at Maturity" and references to
              "Remaining Term" are references to "Stated Remaining Term to
              Maturity or ARD". For purposes of this prospectus supplement,
              including for the tables in Appendix A and the information
              presented in Appendix B and Appendix C, the "Cut-off Date
              Loan-to-Value Ratio", "LTV Ratio at Maturity" or "Stated
              Remaining Term to Maturity or ARD" for any mortgage loan is
              calculated pursuant to the definition thereof under the "Glossary
              of Terms" in this prospectus supplement. The loan-to-value
              information presented in this prospectus supplement with respect
              to each of the 11 Penn Plaza Pooled Mortgage Loan and the Lincoln
              Square Pooled Mortgage Loan reflects the aggregate indebtedness
              under that Pooled Mortgage Loan and the related Non-Pooled Pari
              Passu Companion Loan(s).

              The value of the related mortgaged property or properties for
              purposes of determining the Cut-off Date LTV are each based on
              the appraisals described above under "--Assessments of Property
              Value and Condition--Appraisals".

              No representation is made that any such value would approximate
              either the value that would be determined in a current appraisal
              of the related mortgaged property or the amount that would be
              realized upon a sale.

         (3)  References to "weighted averages" are references to averages
              weighted on the basis of the cut-off date principal balances of
              the related pooled mortgage loans.

         (4)  If we present a debt rating for some tenants and not others in
              the tables, you should assume that the other tenants are not
              rated and/or have below-investment grade ratings. Presentation of
              a tenant rating should not be construed as a statement that the
              relevant tenant will perform or be able to perform its
              obligations under the related lease.

         (5)  We present maturity and anticipated repayment dates and original
              and remaining terms for the pooled mortgage loans based on the
              assumption that scheduled monthly debt service payments,
              including balloon payments, will be distributed to investors in
              the respective months in which those payments are due.

         The sum in any column of any of the tables in Appendix A may not equal
the indicated total due to rounding.

         Generally, the loan documents with respect to the mortgage loans
require the borrowers to provide the related lender (such as the trust) with
annual operating statements and rent rolls.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

         The foregoing description of the mortgage pool and the corresponding
mortgaged properties is based upon scheduled principal payments due on the
pooled mortgage loans on or before the cut-off date. Before the Issue Date, one
or more pooled mortgage loans may be removed from the mortgage pool if we deem
the removal necessary or appropriate or if those mortgage loans are prepaid. A
limited number of other mortgage loans may be included in the mortgage pool
before the Issue Date, unless including those mortgage loans would materially
alter the characteristics of the mortgage pool, as

                                     S-105


described in this prospectus supplement. Accordingly, the characteristics of the
mortgage loans constituting the mortgage pool at the time of initial issuance of
the offered certificates may vary from those described in this prospectus
supplement.

         A Current Report on Form 8-K will be filed, together with the series
2004-PWR6 pooling and servicing agreement, with the SEC within 15 days after the
initial issuance of the offered certificates. That current report on Form 8-K
will be available to the holders of the offered certificates promptly after its
filing. If mortgage loans are removed from or added to the mortgage pool as set
forth in the preceding paragraph, the removal or addition will be reflected in
that current report on Form 8-K.

THE MORTGAGE LOAN SELLERS

         General. We did not originate any of the mortgage loans that we intend
to include in the trust fund. We will acquire those mortgage loans directly from
Bear Stearns Commercial Mortgage, Inc., Prudential Mortgage Capital Funding,
LLC, Wells Fargo Bank, National Association and Nationwide Life Insurance
Company on the Issue Date. See the table titled "Mortgage Loan Sellers" on
Appendix A to this prospectus supplement.

         Prudential Mortgage Capital Funding, LLC/Prudential Mortgage Capital
Company, LLC. PMCF is a limited liability company organized under the laws of
the State of Delaware. PMCF is a wholly-owned, limited purpose, subsidiary of
PMCC, which is a real estate financial services company which originates
commercial and multifamily real estate loans throughout the United States. PMCF
was organized for the purpose of acquiring loans originated by PMCC and holding
them pending securitization or other disposition. PMCC has primary offices in
Atlanta, Chicago, San Francisco and Newark, New Jersey. The principal offices of
PMCC are located at 4 Gateway Center, 8th Floor, 100 Mulberry Street, Newark,
New Jersey 07102. The pooled mortgage loans for which PMCF is the applicable
mortgage loan seller were originated by PMCC (or a wholly-owned subsidiary of
PMCC). Prudential Asset Resources, Inc., an affiliate of PMCF and PMCC, is one
of the master servicers under the series 2004-PWR6 pooling and servicing
agreement.

         Bear Stearns Commercial Mortgage, Inc. BSCMI is a wholly-owned
subsidiary of Bear Stearns Mortgage Capital Corporation, and is a New York
corporation and an affiliate of Bear, Stearns & Co. Inc., one of the
underwriters. BSCMI originated and underwrote all of the pooled mortgage loans
it sold to us for deposit into the trust fund. The principal offices of BSCMI
are located at 383 Madison Avenue, New York, New York 10179.

         Wells Fargo Bank, National Association. A description of Wells Fargo
Bank, National Association is set forth under "Servicing of the Mortgage Loans
Under the Series 2004-PWR6 Pooling and Servicing Agreement--The Initial Master
Servicers, the Initial Special Servicer and the Initial Primary Servicer--Wells
Fargo Bank, National Association" in this prospectus supplement. WFB originated
and underwrote all of the pooled mortgage loans it is selling to us for deposit
into the trust fund. WFB is also one of the master servicers and the certificate
administrator under the series 2004-PWR6 pooling and servicing agreement.

         Nationwide Life Insurance Company. Nationwide Life Insurance Company
("Nationwide Life") is a leading provider of long-term savings and retirement
products in the United States and is a wholly-owned subsidiary of Nationwide
Financial Services, Inc. ("Nationwide Financial"), a large diversified financial
and insurance services provider in the United States. Nationwide Financial had
assets of approximately $112.6 billion (unaudited) as of September 30, 2004.
Nationwide Financial's real estate investment department originated
approximately $2.7 billion in commercial mortgage loans in 2003, has averaged
over $1.8 billion in commercial mortgage loan originations per year over the
past five years and currently manages over $10.9 billion of mortgage loans for
Nationwide Life, its affiliates and third party participants. Nationwide
Financial's real estate investment department originated all of the pooled
mortgage loans that Nationwide Life is selling to us for deposit into the trust
fund and Nationwide Life is the primary servicer for the applicable master
servicer of those pooled mortgage loans. Nationwide Life has financial strength
ratings of "Aa3", "AA-" and "A+" from Moody's, S&P and A.M. Best, respectively.

         The information set forth in this prospectus supplement regarding the
mortgage loan sellers has, in each case, been provided by the party. Neither we
nor the underwriters make any representation or warranty as to the accuracy or
completeness of that information.

                                     S-106


ASSIGNMENT OF THE POOLED MORTGAGE LOANS

         On or before the Issue Date, the mortgage loan sellers will transfer to
us those mortgage loans that are to be included in the trust fund, and we will
transfer to the trust fund all of those mortgage loans. In each case, the
transferor will assign the mortgage loans, without recourse, to the trustee,
except as described in the next succeeding paragraph. See the section of the
accompanying prospectus titled "Description of the Pooling and Servicing
Agreement--Assignment of Mortgage Loans; Repurchases". Notwithstanding the
provisions described in that section, with respect to the Lincoln Square Pooled
Mortgage Loan, the related mortgage loan documents and instruments of
assignments have been or will be delivered to the trustee under the Non-Trust
Servicing Agreement other than the original mortgage note, which will be
delivered to the series 2004-PWR6 trustee.

         With respect to any mortgage for which the related assignment of
mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements has been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
statements in favor of the trustee will be required to be prepared or delivered
and, instead, the applicable master servicer, at the direction of the related
mortgage loan seller, shall take all actions as are necessary to cause the
trustee on behalf of the trust fund to be shown as, and the trustee shall take
all actions necessary to confirm that the trustee on behalf of the trust fund is
shown as, the owner of the related pooled mortgage loan on the records of MERS
for purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS. The trustee shall include the foregoing
confirmation in any certification required to be delivered by the trustee after
the issue date pursuant to the series 2004-PWR6 pooling and servicing agreement.

         If--

          o    any of the documents required to be delivered by a mortgage loan
               seller to the trustee is not delivered or is otherwise defective,
               and

          o    that omission or defect materially and adversely affects the
               interests of the series 2004-PWR6 certificateholders, or any of
               them, with respect to the subject loan, including, but not
               limited to, a material and adverse effect on any of the payments
               payable with respect to any of the series 2004-PWR6 certificates
               or on the value of those certificates,

then the omission or defect will constitute a material document defect. The
series 2004-PWR6 pooling and servicing agreement may provide that the absence of
select mortgage loan documents is deemed to be a material document defect. The
rights of the series 2004-PWR6 certificateholders, or of the trustee on their
behalf, against the applicable mortgage loan seller with respect to any material
document defect are described under "--Cures, Repurchases and Substitutions"
below.

         The series 2004-PWR6 pooling and servicing agreement requires that,
unless recorded in the name of MERS, the assignments in favor of the trustee
with respect to each pooled mortgage loan be submitted for recording in the real
property records or filing with the Secretary of State, as applicable, of the
appropriate jurisdictions within a specified number of days following the
delivery at the expense of the related mortgage loan seller.

REPRESENTATIONS AND WARRANTIES

         As of the Issue Date, each mortgage loan seller will make, with respect
to each of the pooled mortgage loans sold to us by that mortgage loan seller,
specific representations and warranties generally to the effect that, subject to
certain exceptions contained in the applicable mortgage loan purchase agreement:

         o    The information relating to the mortgage loan set forth in the
              loan schedule attached to the mortgage loan purchase agreement,
              will be true and correct in all material respects as of the
              cut-off date. That information will include select items of
              information included on Appendix B to this prospectus supplement,
              including--

              1.   the identification of the related mortgaged property,

              2.   the cut-off date principal balance of the mortgage loan,

                                    S-107


              3.   the amount of the monthly debt service payment,

              4.   the mortgage interest rate, and

              5.   the maturity date and the original and remaining term to
                   stated maturity (or, in the case of an ARD Loan, the
                   anticipated repayment date and the original and remaining
                   term to that date).

         o    Immediately prior to its transfer and assignment of the related
              pooled mortgage loan, the mortgage loan seller had good title to,
              and was the sole owner of, the mortgage loan.

         o    Except as otherwise described under "--Certain Characteristics of
              the Mortgage Pool--Pari Passu, Subordinate and Other Financing"
              above, the related mortgage instrument is a valid and, subject to
              the exceptions in the next bullet, enforceable first priority
              lien upon the corresponding mortgaged property, free and clear of
              all liens and encumbrances other than Permitted Encumbrances.

         o    The promissory note, the mortgage instrument and each other
              agreement executed by or on behalf of the related borrower in
              connection with the mortgage loan is the legal, valid and binding
              obligation of the related borrower, subject to any non-recourse
              provisions contained in any of the foregoing agreements and any
              applicable state anti-deficiency or market value limit deficiency
              legislation. In addition, each of the foregoing agreements is
              enforceable against the maker in accordance with its terms,
              except as enforcement may be limited by (1) bankruptcy,
              insolvency, fraudulent transfer, reorganization or other similar
              laws affecting the enforcement of creditors' rights generally and
              (2) general principles of equity, and except that certain
              provisions in those agreements may be further limited or rendered
              unenforceable by applicable law, but, subject to the limitations
              set forth in the foregoing clauses (1) and (2), those limitations
              or that unenforceability will not render those loan documents
              invalid as a whole or substantially interfere with the
              mortgagee's realization of the principal benefits and/or security
              provided thereby.

         o    The mortgage loan seller has no knowledge of any proceeding
              pending or any written notice of any proceeding threatened for
              the condemnation of all or any material portion of the mortgaged
              property securing any pooled mortgage loan.

         o    There exists an American Land Title Association or comparable
              form of lender's title insurance policy, as approved for use in
              the applicable jurisdiction (or, if the title policy has yet to
              be issued, a pro forma policy or marked up title insurance
              commitment or a preliminary title policy with escrow instructions
              binding on the issuer), on which the required premium has been
              paid, insuring that the related mortgage is a valid first
              priority lien of the related mortgage instrument in the original
              principal amount of the mortgage loan after all advances of
              principal, subject only to--

              1.   Permitted Encumbrances, and

              2.   the discussion under "Certain Characteristics of the
                   Mortgage Pool--Pari Passu, Subordinate and Other Financing"
                   above.

         o    The proceeds of the pooled mortgage loan have been fully
              disbursed, except in those cases where the full amount of the
              pooled mortgage loan has been made but a portion of the proceeds
              is being held in escrow or reserve accounts pending satisfaction
              of conditions relating to leasing, repairs and other matters with
              respect to the related mortgaged property, and there is no
              requirement for future advances under the pooled mortgage loan.

         o    If the related mortgage instrument is a deed of trust, a trustee,
              duly qualified under applicable law to serve as such, has either
              been properly designated and currently so serves or may be
              substituted in accordance with the mortgage and applicable law.

         o    Except as identified in the engineering report obtained in
              connection with the origination of the mortgage loan, the related
              mortgaged property is to the applicable mortgage loan seller's
              knowledge, free and clear of any damage that would materially and
              adversely affect its value as security for the mortgage loan
              (except in

                                     S-108


              any such case where (1) an escrow of funds or insurance coverage
              or a letter of credit exists in an amount reasonably estimated to
              be sufficient to effect the necessary repairs and maintenance or
              (2) such repairs and maintenance have been completed or are
              required to be completed).

         The mortgage loan purchase agreements will set forth additional
representations and warranties to be made by each mortgage loan seller.

         The representations and warranties made by each mortgage loan seller as
described above will be assigned by us to the trustee under the series 2004-PWR6
pooling and servicing agreement.  If--

         o    there exists a breach of any of the above-described
              representations and warranties made by a mortgage loan seller,
              and

         o    that breach materially and adversely affects the interests of the
              series 2004-PWR6 certificateholders, or any of them, with respect
              to the subject loan, including, but not limited to, a material
              and adverse effect on any of the payments payable with respect to
              any of the series 2004-PWR6 certificates or on the value of those
              certificates,

then that breach will be a material breach of the representation and warranty.
The rights of the series 2004-PWR6 certificateholders, or of the trustee on
their behalf, against the applicable mortgage loan seller with respect to any
material breach are described under "--Cures, Repurchases and Substitutions"
below.

CURES, REPURCHASES AND SUBSTITUTIONS

         If there exists a material breach of any of the representations and
warranties made by a mortgage loan seller with respect to any of the mortgage
loans sold to us by that mortgage loan seller, as discussed under
"--Representations and Warranties" above, or a material document defect with
respect to any of those mortgage loans, as discussed under "--Assignment of the
Pooled Mortgage Loans" above, then the applicable mortgage loan seller will be
required to take one of the following courses of action:

         o    cure the material breach or the material document defect in all
              material respects; or

         o    repurchase the affected pooled mortgage loan at the applicable
              Purchase Price; or

         o    prior to the second anniversary of the date of initial issuance
              of the offered certificates, so long as it does not result in a
              qualification, downgrade or withdrawal of any rating assigned by
              Moody's and S&P to the series 2004-PWR6 certificates, as
              confirmed in writing by each of those rating agencies, replace
              the affected pooled mortgage loan with a substitute mortgage loan
              that--

               1.   has comparable payment terms to those of the pooled mortgage
                    loan that is being replaced, and

               2.   is acceptable to the series 2004-PWR6 controlling class
                    representative.

         If the applicable mortgage loan seller replaces one pooled mortgage
loan with another mortgage loan, as described in the third bullet of the
preceding paragraph, then it will be required to pay to the trust fund the
amount, if any, by which--

         o    the Purchase Price, exceeds

         o    the Stated Principal Balance of the substitute mortgage loan as
              of the date it is added to the trust.

         The time period within which the applicable mortgage loan seller must
complete the remedy, repurchase or substitution described in the second
preceding paragraph, will generally be limited to 90 days following the earlier
of its discovery or receipt of notice of the material breach or material
document defect, as the case may be. However, in most cases, if the mortgage
loan seller is diligently attempting to correct the problem, then it will be
entitled to an additional 90 days to complete that remedy, repurchase or
substitution.

                                     S-109


         The cure/repurchase/substitution obligations of each of the mortgage
loan sellers, as described above, will constitute the sole remedy available to
the series 2004-PWR6 certificateholders in connection with a material breach of
any of the representations and warranties made by that mortgage loan seller or a
material document defect, in any event with respect to a mortgage loan in the
trust fund.

         No person other than the related mortgage loan seller will be obligated
to perform the obligations of that mortgage loan seller if it fails to perform
its cure/repurchase/substitution or other remedial obligations.

         A mortgage loan seller may have only limited assets with which to
fulfill any obligations on its part that may arise as a result of a material
document defect or a material breach of any of the mortgage loan seller's
representations or warranties. We cannot assure you that a mortgage loan seller
has or will have sufficient assets with which to fulfill any obligations on its
part that may arise.

         Expenses incurred by the applicable master servicer, the special
servicer and the trustee with respect to enforcing any such obligation will be
borne by the applicable mortgage loan seller, or if not, will be reimbursable
out of one of the collection accounts to be maintained by the master servicers.

           SERVICING OF THE MORTGAGE LOANS UNDER THE SERIES 2004-PWR6
                         POOLING AND SERVICING AGREEMENT


GENERAL

         The servicing and administration of the mortgage loans and any REO
Properties in the trust fund (other than the Lincoln Square Pooled Mortgage
Loan) will be governed by the series 2004-PWR6 pooling and servicing agreement.
In this "Servicing of the Mortgage Loans Under the Series 2004-PWR6 Pooling and
Servicing Agreement" section, we describe some of the provisions of the series
2004-PWR6 pooling and servicing agreement relating to the servicing and
administration of the mortgage loans and REO Properties subject thereto. You
should refer to the accompanying prospectus, in particular the section captioned
"Description of the Pooling and Servicing Agreements", for additional important
information regarding provisions of the series 2004-PWR6 pooling and servicing
agreement that relate to the rights and obligations of the master servicers and
the special servicer.

         The Lincoln Square Pooled Mortgage Loan, which is the
Non-Trust-Serviced Pooled Mortgage Loan, is and will continue to be serviced and
administered under the Non-Trust Servicing Agreement. See "Intercreditor and
Servicing Arrangements Regarding the Non-Trust-Serviced Pooled Mortgage Loan" in
this prospectus supplement. The Non-Trust Servicing Agreement is similar, though
not identical to, the series 2004-PWR6 pooling and servicing agreement.

         The master servicers and the special servicer will each be responsible
for servicing and administering the mortgage loans and any REO Properties (other
than the Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property)
for which it is responsible, directly or through the primary servicer or
sub-servicers, in accordance with the Servicing Standard.

         In general, subject to the more specific discussions in the other
subsections of this "Servicing of the Mortgage Loans Under the Series 2004-PWR6
Pooling and Servicing Agreement" section, each master servicer will be
responsible for the servicing and administration of--

         o    all mortgage loans (other than the Non-Trust-Serviced Pooled
              Mortgage Loan) as to which it is the applicable master servicer
              and no Servicing Transfer Event has occurred, and

         o    all worked-out mortgage loans (other than the Non-Trust-Serviced
              Pooled Mortgage Loan) as to which it is the applicable master
              servicer and no new Servicing Transfer Event has occurred.

         If a Servicing Transfer Event occurs with respect to any such mortgage
loan, that mortgage loan will not be considered to be "worked-out" until all
applicable Servicing Transfer Events with respect to such mortgage loan have
ceased to exist as contemplated by the definition of "Servicing Transfer Event"
in the glossary to this prospectus supplement.

                                     S-110


         The special servicer, on the other hand, will generally be responsible
for the servicing and administration of each mortgage loan (other than the
Non-Trust-Serviced Pooled Mortgage Loan) as to which a Servicing Transfer Event
has occurred and is continuing. The special servicer will also be responsible
for the administration of each REO Property (other than, if applicable, any REO
Property related to the Non-Trust-Serviced Pooled Mortgage Loan).

         The applicable master servicer will transfer servicing of a mortgage
loan to the special servicer upon the occurrence of a Servicing Transfer Event
with respect to that mortgage loan. The special servicer will return the
servicing of that mortgage loan to the applicable master servicer, and that
mortgage loan will be considered to have been worked-out, if and when all
Servicing Transfer Events with respect to that mortgage loan cease to exist.
Notwithstanding the transfer of the servicing of any pooled mortgage loan to the
special servicer, the applicable master servicer will continue to be responsible
for providing various reports to the certificate administrator and/or the
trustee, making any required monthly debt service advances (including, if
applicable, with respect to the Non-Trust-Serviced Pooled Mortgage Loan or any
REO Property related thereto) and making any required servicing advances with
respect to any specially serviced mortgage loans and REO Properties (other than,
except to the limited extent described herein, the Non-Trust-Serviced Pooled
Mortgage Loan or any REO Property related thereto) as to which it is the
applicable master servicer.

         None of the master servicers or special servicer will have
responsibility for the performance by any other master servicer or special
servicer of its respective obligations and duties under the series 2004-PWR6
pooling and servicing agreement, unless the same party acts in all or any two
such capacities.

         In the case of the pooled mortgage loans sold by Nationwide Life to us
for deposit into the trust fund, the applicable master servicer will perform
most of its duties through Nationwide Life as primary servicer, which cannot be
terminated, including by a successor to the master servicer, except for cause.
In the case of a number of other pooled mortgage loans, it is expected that the
applicable master servicer may engage one or more sub-servicers whose rights to
receive a specified subservicing fee cannot be terminated (except for cause),
including by a successor master servicer. Notwithstanding the appointment of
that primary servicer or those sub-servicers, the applicable master servicer
will remain obligated and liable to the trustee and the certificateholders for
the performance of its obligations and duties under the series 2004-PWR6 pooling
and servicing agreement to the same extent and under the same terms and
conditions as if it alone were servicing and administering the related pooled
mortgage loans. Without limiting the preceding statement, the parties to the
series 2004-PWR6 pooling and servicing agreement will be required to accept the
performance by the primary servicer of the loan servicing duties for which the
applicable master servicer is responsible under the series 2004-PWR6 pooling and
servicing agreement.

         For as long as any pooled mortgage loan included in the Trust-Serviced
Mortgage Loan Group, or any related REO Property, is part of the trust fund, the
applicable master servicer and, if and when necessary, the special servicer will
be responsible for servicing and administering and will otherwise have duties to
the holders of the Trust-Serviced Non-Pooled Mortgage Loan, including any such
holders under the applicable pooling and servicing agreements in future
securitizations. The servicing and administration of the Trust-Serviced Mortgage
Loan Group and any related REO Property are to be conducted for the benefit of
the series 2004-PWR6 certificateholders and the holder of the Trust-Serviced
Non-Pooled Mortgage Loan, as a collective whole. The Trust-Serviced Non-Pooled
Mortgage Loan will not be part of the trust fund.

         Although the Non-Trust-Serviced Pooled Mortgage Loan is not serviced
under the series 2004-PWR6 pooling and servicing agreement, the applicable
master servicer will be required to make any advances of delinquent monthly debt
service payments as described under "Description of the Offered Certificates --
Advances of Delinquent Monthly Debt Service Payments" and perform other limited
services.

                                     S-111


         If the trustee is requested to take any loan-level action in its
capacity as holder of the Non-Trust-Serviced Pooled Mortgage Loan under the
related intercreditor agreement or the Non-Trust Servicing Agreement, or if the
trustee receives actual notice of a default or event of default by any other
party under the Non-Trust Servicing Agreement, then the trustee generally will
be required to seek instructions from the series 2004-PWR6 controlling class
representative and act in accordance with those instructions, except that the
trustee must ignore instructions that would cause the trustee to violate
applicable law or any other provision of the series 2004-PWR6 pooling and
servicing agreement. In some circumstances, the trustee will also be prohibited
from giving any consent under the Non-Trust Servicing Agreement unless it
receives written confirmation from each of Moody's and S&P to the effect that
the consent would not result in a qualification, downgrade or withdrawal on a
rating with respect to any class of certificates. In addition, the trustee will
be prohibited from granting a consent or approval to any proposed modification,
waiver or amendment of the Non-Trust Servicing Agreement and/or the Lincoln
Square Intercreditor Agreement, or to any proposed adoption of a successor
servicing agreement to or a change in servicer under the Non-Trust Servicing
Agreement, unless the trustee receives the consent of the applicable series
2004-PWR6 master servicer and the series 2004-PWR6 controlling class
representative and a written confirmation from each of Moody's and S&P. Any such
confirmation will be at the expense of the trust fund unless it is paid by
another person.

         The section in the accompanying prospectus entitled "Description of the
Pooling and Servicing Agreements--Some Matters Regarding the Servicer and the
Depositor" discusses how each master servicer and the special servicer may
resign or assign its obligations under the series 2004-PWR6 pooling and
servicing agreement.

THE INITIAL MASTER SERVICERS, THE INITIAL SPECIAL SERVICER AND THE INITIAL
PRIMARY SERVICER

         General. Prudential Asset Resources, Inc. will act as master servicer
with respect to those pooled mortgage loans sold by PMCF to us for deposit into
the trust fund. Wells Fargo Bank, National Association will act as master
servicer with respect to those pooled mortgage loans sold by it, Bear Stearns
Commercial Mortgage, Inc. and Nationwide Life Insurance Company to us for
deposit into the trust fund, except that Wells Fargo Bank, National Association
will conduct master servicing activities with respect to the Lincoln Square
Pooled Mortgage Loan in its capacity as initial master servicer under the
Non-Trust Servicing Agreement and will play a limited role in the servicing of
the Lincoln Square Pooled Mortgage Loan in its capacity as master servicer under
the series 2004-PWR6 pooling and servicing agreement. ARCap Servicing, Inc. will
act as special servicer with respect to all of the pooled mortgage loans, except
that ARCap Servicing, Inc. will conduct special servicing activities with
respect to the Lincoln Square Pooled Mortgage Loan in its capacity as initial
special servicer under the Non-Trust Servicing Agreement and will play a limited
role in the special servicing of the Lincoln Square Pooled Mortgage Loan in its
capacity as special servicer under the series 2004-PWR6 pooling and servicing
agreement. Nationwide Life Insurance Company will act as initial primary
servicer on behalf of the applicable master servicer with respect to all of the
pooled mortgage loans sold by it to us for deposit into the trust fund.

         Prudential Asset Resources, Inc. PAR, a Delaware corporation, is a
wholly owned subsidiary of PMCC, which is an indirect subsidiary of Prudential
Financial, Inc. PAR is an affiliate of Prudential Mortgage Capital Funding, LLC,
one of the mortgage loan sellers. PAR's principal servicing offices are located
at 2200 Ross Avenue, Suite 4900E, Dallas, Texas 75201. As of September 30, 2004,
PAR was responsible for overseeing the servicing of approximately 6,472
commercial and multifamily loans, with an approximate total principal balance of
$43.4 billion.

         Wells Fargo Bank, National Association. WFB, a national banking
association, provides a full range of banking services to individual,
agribusiness, real estate, commercial and small business customers. WFB is also
the certificate administrator and tax administrator, and an affiliate of Wells
Fargo Brokerage Services, LLC, one of the co-managers. WFB's principal servicing
offices are located at 45 Fremont Street, 2nd Floor, San Francisco, California
94105. As of September 30, 2004, WFB was responsible for servicing approximately
6,486 commercial and multifamily mortgage loans, totaling approximately $48.64
billion in aggregate outstanding principal amounts, including loans securitized
in mortgage-backed securitization transactions. Wells Fargo & Company is the
holding company for WFB. Wells Fargo & Company files reports with the Securities
and Exchange Commission that are required under the Securities Exchange Act of
1934. Such reports include information regarding WFB and may be obtained at the
website maintained by the Securities and Exchange Commission at
http://www.sec.gov.

         ARCap Servicing, Inc. ARCap, a Delaware corporation, is a wholly owned
subsidiary of ARCap REIT, Inc., headquartered in Irving, Texas. ARCap CMBS Fund
II REIT, Inc., the entity that is anticipated to be the initial series 2004-PWR6
controlling class representative, is an affiliate of ARCap REIT, Inc. As of
September 30, 2004, ARCap was the named special servicer on 42 commercial
mortgage-backed securities transactions encompassing 6,431 loans with a
principal

                                     S-112


balance of $42.89 billion. The portfolios include office, retail, multifamily,
hospitality, industrial and other types of income producing properties in the
United States, Canada and Puerto Rico.

         Nationwide Life Insurance Company. A description of Nationwide Life
Insurance Company is set forth under "Description of the Mortgage Pool--The
Mortgage Loan Sellers--Nationwide Life Insurance Company" in this prospectus
supplement.

         The information set forth in this prospectus supplement concerning each
of PAR, WFB, ARCap and Nationwide as an entity has been provided by that
respective entity. Neither we nor the underwriters make any representation or
warranty as to the accuracy or completeness of that information.

SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

         The Master Servicing Fee. The principal compensation to be paid to the
master servicers with respect to their master servicing activities will be the
master servicing fee. Master servicing fees earned with respect to any pooled
mortgage loan will be payable to the applicable master servicer for that pooled
mortgage loan.

         The master servicing fee:

          o    will be earned with respect to each and every pooled mortgage
               loan, including--

               1.   each such pooled mortgage loan (including the
                    Non-Trust-Serviced Pooled Mortgage Loan), if any, that is a
                    specially serviced mortgage loan,

               2.   each such pooled mortgage loan, if any, as to which the
                    corresponding mortgaged property has become an REO Property,
                    and

               3.   each such pooled mortgage loan as to which defeasance has
                    occurred; and

          o    in the case of each such pooled mortgage loan, will--

               1.   be calculated on the same interest accrual basis as that
                    pooled mortgage loan, which will be a 30/360 Basis or an
                    Actual/360 Basis, as applicable,

               2.   accrue at a master servicing fee rate (which, in the case of
                    the Non-Trust-Serviced Pooled Mortgage Loan, excludes any
                    administrative fees payable to parties under the Non-Trust
                    Servicing Agreement) that, on a loan-by-loan basis, ranges
                    from 0.0300% per annum to 0.2000% per annum,

               3.   accrue on the same principal amount as interest accrues or
                    is deemed to accrue from time to time with respect to that
                    pooled mortgage loan, and

               4.   be payable monthly to the applicable master servicer from
                    amounts received with respect to interest on that pooled
                    mortgage loan.

As of the date of initial issuance of the series 2004-PWR6 certificates, the
weighted average master servicing fee rate (which, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, excludes any administrative fees
payable to parties under the Non-Trust Servicing Agreement) for the mortgage
pool will be 0.0487% per annum.

         Nationwide Life will be entitled to a primary servicing fee with
respect to the pooled mortgage loans for which it is the primary servicer. The
rate at which the primary servicing fee for each mortgage loan accrues is
included in the applicable master servicing fee rate for each of those pooled
mortgage loans.

         If a master servicer resigns or is terminated for any reason, that
master servicer will be entitled to continue to receive a portion of the master
servicing fee that accrues with respect to each pooled mortgage loan (including
the Non-Trust-Serviced Pooled Mortgage Loan) for which it is the applicable
master servicer at a specified number of basis points (which number of basis
points may be zero). Any successor master servicer will be entitled to receive
the other portion of that master servicing fee.

                                     S-113


         The applicable master servicer will be entitled to a master servicing
fee with respect to its master servicing activities relating to the
Trust-Serviced Non-Pooled Mortgage Loan, which fee will be payable solely from
interest collections on the Trust-Serviced Non-Pooled Mortgage Loan.

         With respect to the Non-Trust-Serviced Pooled Mortgage Loan, the party
that serves as the master servicer under the Non-Trust Servicing Agreement will
be entitled to similar fees (which, together with other administrative fees
payable under the Non-Trust Servicing Agreement, are calculated at 0.03% per
annum). Those fees (including those other administrative fees payable under the
Non-Trust Servicing Agreement) are taken into account when calculating the
related Mortgage Pass-Through Rates. Those fees (including those other
administrative fees) are in addition to the master servicing fee payable to the
applicable master servicer under the series 2004-PWR6 pooling and servicing
agreement in connection with the Non-Trust-Serviced Pooled Mortgage Loan.

         Prepayment Interest Shortfalls. The series 2004-PWR6 pooling and
servicing agreement will require each master servicer to make a non-reimbursable
compensating interest payment on each distribution date in an amount equal to
the total amount of Prepayment Interest Shortfalls (if any) incurred in
connection with principal prepayments received during the most recently ended
collection period with respect to pooled mortgage loans (other than the
Non-Trust-Serviced Pooled Mortgage Loan) as to which that master servicer is the
applicable master servicer, to the extent those Prepayment Interest Shortfalls
arose from voluntary principal prepayments made by a borrower on such pooled
mortgage loans that are not specially serviced mortgage loans or defaulted
mortgage loans. Neither master servicer will be required to make a compensating
interest payment in connection with involuntary principal prepayments (including
those made out of insurance proceeds, condemnation proceeds or liquidation
proceeds), principal prepayments accepted with the specific consent of the
series 2004-PWR6 controlling class representative or on specially serviced
mortgage loans or defaulted mortgage loans. In addition, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, no party will make payments of
compensating interest in connection with any prepayment interest shortfalls that
arise with regard to that loan.

         Any payments made by a master servicer with respect to any distribution
date to cover Prepayment Interest Shortfalls will be included in the Available
Distribution Amount for that distribution date, as described under "Description
of the Offered Certificates--Distributions" in this prospectus supplement. If
the amount of Prepayment Interest Shortfalls incurred with respect to the pooled
mortgage loans during any collection period exceeds the total of any and all
payments made by the master servicers with respect to the related distribution
date to cover those Prepayment Interest Shortfalls with respect to the pooled
mortgage loans respectively being serviced by them, then the resulting Net
Aggregate Prepayment Interest Shortfall will be allocated among the respective
classes of the series 2004-PWR6 principal balance certificates, in reduction of
the interest distributable on those certificates, on a pro rata basis as and to
the extent described under "Description of the Offered
Certificates--Distributions--Interest Distributions" in this prospectus
supplement.

         Certain Remittance Provisions and Coverage for Related Potential
Shortfalls. The pooled mortgage loans that provide for scheduled payments to be
due on the fifth day of each month also generally permit principal prepayment to
be made on any day after the end of any applicable Lock-out Period without an
accompanying payment of interest that would have accrued from the date of
prepayment to the next succeeding due date. Wells Fargo Bank, National
Association is the applicable master servicer for each of those pooled mortgage
loans. In the case of each of those pooled mortgage loans, if the pooled
mortgage loan is the subject of a principal prepayment after the end of the
collection period ending in any month and the pooled mortgage loan is not a
specially serviced mortgage loan or a defaulted mortgage loan, then the
applicable master servicer will be required to cause to be included in the
Available Distribution Amount for the distribution date occurring in that month
(a) the principal portion of the payment, (b) any interest that accompanied the
payment (in circumstances involving a principal prepayment this will be net of
any portion of the accompanying interest payment that is similar to a prepayment
interest excess representing interest accrued from and after the due date in
that month, which portion will be retained by the applicable master servicer as
additional master servicer compensation) and (c) solely in the case of a
principal prepayment made before the due date in that month, a payment (to be
made by the applicable master servicer from its own funds) similar to a payment
of compensating interest in an amount equal to the interest that would have
accrued (at the related Mortgage Pass-Through Rate) on the principal

                                     S-114


portion of the payment from and including the prepayment date to but excluding
that due date. If the applicable master servicer fails to perform all
obligations set forth in the previous sentence, then that failure to make a
payment will constitute an Event of Default, but the applicable master servicer
will be entitled to cure that Event of Default (and may not be terminated under
the series 2004-PWR6 pooling and servicing agreement unless it does not effect
such cure) by making (from its own funds), not later than the master servicer
remittance date in the month immediately following the month in which the
payment occurred, a payment similar to a payment of compensating interest in an
aggregate amount equal to the sum of one-month's interest (at the related
Mortgage Pass-Through Rate) on the principal portion of the payment and (solely
in the case of a prepayment that was made in the earlier month before the due
date in that month) the interest that would have accrued (at the related
Mortgage Pass-Through Rate) on the prepayment from and including the prepayment
date to but excluding that due date (net of any portion of such aggregate amount
that the applicable master servicer otherwise pays as compensating interest as
described under "--Prepayment Interest Shortfalls" above). If the master
servicer performs the obligation described in second preceding sentence above,
then the principal amounts remitted as described in that sentence will
constitute a part of the Principal Distribution Amount for the distribution date
immediately following the date of the principal prepayment (and an updated CMSA
loan periodic update file will reflect this). If the master servicer initially
fails to perform that obligation (whether or not it cures the failure as
described above), then the principal amounts that would otherwise (if the master
servicer had not failed to perform its obligations as described above) have been
included in the Principal Distribution Amount for the distribution date
immediately following the date of the principal prepayment will instead be
treated as if they were collections of principal received during the collection
period related to the next succeeding distribution date. In the case of each of
those pooled mortgage loans that matures on the fifth day of a month, if the
related balloon payment due on that maturity date is timely received, then that
balloon payment will be considered to have been received during the collection
period related to that month's distribution date for purposes of distributing
the Available Distribution Amount and the Principal Distribution Amount for that
month; otherwise, the applicable master servicer will be required to make the
applicable monthly debt service advance as otherwise described under
"Description of the Offered Certificates--Advances of Delinquent Monthly Debt
Service Payments".

         Principal Special Servicing Compensation.  The principal compensation
to be paid to the special servicer with respect to its special servicing
activities will be--

         o    the special servicing fee,

         o    the workout fee, and

         o    the liquidation fee.

         Special Servicing Fee.  The special servicing fee:

         o    will be earned with respect to--

              1.   each specially serviced mortgage loan serviced by the
                   special servicer (other than, if applicable, the
                   Non-Trust-Serviced Pooled Mortgage Loan), if any, and

              2.   each mortgage loan serviced by the special servicer (other
                   than, if applicable, the Non-Trust-Serviced Pooled Mortgage
                   Loan), if any, as to which the corresponding mortgaged
                   property has become an REO Property;

         o    in the case of each mortgage loan described in the foregoing
              bullet, will--

              1.   be calculated on the same interest accrual basis as that
                   mortgage loan, which will be a 30/360 Basis or an Actual/360
                   Basis, as applicable,

              2.   accrue at a special servicing fee rate of 0.25% per annum,
                   and

              3.   accrue on the same principal amount as interest accrues or
                   is deemed to accrue from time to time with respect to that
                   mortgage loan; and

         o    except as otherwise described in the next paragraph, will be
              payable monthly from related liquidation proceeds, insurance
              proceeds or condemnation proceeds (if any) and then from general
              collections on all the pooled mortgage loans and any related REO
              Properties that are on deposit in the master servicers'
              collection accounts from time to time.

         Workout Fee. The special servicer will, in general, be entitled to
receive a workout fee with respect to each mortgage loan worked out by the
special servicer (other than, if applicable, the Non-Trust-Serviced Pooled
Mortgage Loan). Except as otherwise described in the next sentence, the workout
fee will be payable out of, and will be calculated by

                                     S-115


application of a workout fee rate of 1.00% to, each payment of interest, other
than Default Interest and Post-ARD Additional Interest, and each payment of
principal received on the mortgage loan for so long as it remains a worked-out
mortgage loan.

         The workout fee with respect to any worked-out mortgage loan will cease
to be payable if that worked-out mortgage loan again becomes a specially
serviced mortgage loan or if the related mortgaged property becomes an REO
Property. However, a new workout fee would become payable if the mortgage loan
again became a worked-out mortgage loan after having again become a specially
serviced mortgage loan.

         If the special servicer is terminated or resigns, it will retain the
right to receive any and all workout fees payable with respect to mortgage loans
that were worked-out by it (or, except in circumstances where the special
servicer is terminated for cause, as to which the circumstances that constituted
the applicable Servicing Transfer Event were resolved and the borrower has
timely made at least one monthly debt service payment according to that
work-out) and as to which no new Servicing Transfer Event had occurred as of the
time of its termination or resignation. The successor to the special servicer
will not be entitled to any portion of those workout fees.

         Although workout fees are intended to provide the special servicer with
an incentive to perform its duties better, the payment of any workout fee will
reduce amounts payable to the series 2004-PWR6 certificateholders.

         Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to each specially serviced mortgage loan (other
than, if applicable, the Non-Trust-Serviced Pooled Mortgage Loan) for which a
full, partial or discounted payoff is obtained from the related borrower. The
special servicer will also be entitled to receive a liquidation fee with respect
to any specially serviced mortgage loan or REO Property (other than, if
applicable, the Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property) as to which it receives any liquidation proceeds, insurance proceeds
or condemnation proceeds, except as described in the next paragraph. In each
case, except as described in the next paragraph, the liquidation fee will be
payable from, and will be calculated by application of a liquidation fee rate of
1.00% to, the related payment or proceeds, exclusive of any portion of that
payment or proceeds that represents a recovery of Default Interest, late payment
charges and/or Post-ARD Additional Interest.

         In general, no liquidation fee will be payable based on, or out of,
proceeds received in connection with the purchase or repurchase of any pooled
mortgage loan from the trust fund by any person (whether by a mortgage loan
seller in connection with a material breach of representation or warranty or a
material document defect in accordance with the related mortgage loan purchase
agreement or by the special servicer or 2004-PWR4 controlling class
representative pursuant to the exercise of the option described under "--Fair
Value Purchase Option" below, by any person in connection with a termination of
the trust fund or by another creditor of the related borrower pursuant to any
co-lender, intercreditor or other similar agreement, or otherwise).

         Although liquidation fees are intended to provide the special servicer
with an incentive to better perform its duties, the payment of any liquidation
fee will reduce amounts payable to the series 2004-PWR6 certificateholders.

         Additional Servicing Compensation. The following items collected on any
mortgage loan (other than the Non-Trust-Serviced Pooled Mortgage Loan) will be
allocated among the master servicers and the special servicer as additional
compensation in accordance with the series 2004-PWR6 pooling and servicing
agreement:

         o    any late payment charges and Default Interest actually collected
              on the pooled mortgage loans, except to the extent that the
              series 2004-PWR6 pooling and servicing agreement requires the
              application of late payment charges and/or Default Interest to
              the payment or reimbursement of interest accrued on advances
              previously made on the related mortgage loan,

         o    any Prepayment Interest Excesses arising from any principal
              prepayments on the pooled mortgage loans, and

         o    any assumption fees, assumption application fees, modification
              fees, extension fees, consent fees, release fees, waiver fees,
              fees paid in connection with defeasance and earn-out fees or
              other similar fees.

                                     S-116


         Each of the master servicers and the special servicer will be
authorized to invest or direct the investment of funds held in any collection
account, escrow and/or reserve account or REO account maintained by it, in
Permitted Investments. See "--Collection Accounts" below. Each of the master
servicers and the special servicer --

         o    will be entitled to retain any interest or other income earned on
              those funds, and

         o    will be required to cover any losses of principal of those
              investments from its own funds, to the extent those losses are
              incurred with respect to investments made for the benefit of that
              master servicer or special servicer, as applicable.

         Neither master servicer or special servicer will be obligated, however,
to cover any losses resulting from the bankruptcy or insolvency of any
depository institution or trust company holding any of those accounts.

         Payment of Expenses; Servicing Advances. Each of the master servicers,
the special servicer, the trustee and the fiscal agent will be required to pay
its overhead and any general and administrative expenses incurred by it in
connection with its activities under the series 2004-PWR6 pooling and servicing
agreement. The master servicers, the special servicer, the trustee and the
fiscal agent will not be entitled to reimbursement for these expenses except as
expressly provided in the series 2004-PWR6 pooling and servicing agreement.

         Any and all customary, reasonable and necessary out-of-pocket costs and
expenses incurred by a master servicer or the special servicer in connection
with the servicing or administration of a mortgage loan as to which a default,
delinquency or other unanticipated event has occurred or is imminent, or in
connection with the administration of any REO Property, will be servicing
advances. The series 2004-PWR6 pooling and servicing agreement may also
designate certain other expenses as servicing advances. Servicing advances will
be reimbursable from future payments and other collections, including insurance
proceeds, condemnation proceeds and liquidation proceeds, received in connection
with the related mortgage loan or REO Property. In addition, the special
servicer may periodically require the applicable master servicer to reimburse
the special servicer for any servicing advances made by it with respect to a
particular mortgage loan or REO Property. Upon so reimbursing the special
servicer for any servicing advance, the applicable master servicer will be
deemed to have made the advance.

         Notwithstanding any provision of the series 2004-PWR6 pooling and
servicing agreement described herein to the contrary, the special servicer must
notify the applicable master servicer whenever a servicing advance is required
to be made with respect to any specially serviced mortgage loan or REO Property,
and the applicable master servicer must make the servicing advance, provided
that--

         o    the special servicer must make (unless it determines such advance
              would not be recoverable) any servicing advance on a specially
              serviced mortgage loan or REO Property that is an emergency
              advance, and

         o    the special servicer may not make requests for servicing advances
              more frequently than once per calendar month.

         If a master servicer is required under the series 2004-PWR6 pooling and
servicing agreement to make a servicing advance, but does not do so within ten
days after the servicing advance is required to be made, then the trustee will
be required:

         o    if it has actual knowledge of the failure, to give the defaulting
              party notice of its failure; and

         o    if the failure continues for one more business day, to make the
              servicing advance.

The fiscal agent must make any servicing advances that the trustee is required,
but fails, to make.

         Despite the foregoing discussion or anything else to the contrary in
this prospectus supplement, none of the master servicers, the special servicer,
the trustee or the fiscal agent will be obligated to make servicing advances
that it or the special servicer determines, in its reasonable, good faith
judgment, would not be ultimately recoverable from expected collections on the
related mortgage loan or REO Property. If the applicable master servicer, the
special servicer, the trustee or the fiscal

                                     S-117


agent makes any servicing advance that it subsequently determines, in its
reasonable, good faith judgment, is not recoverable from expected collections on
the related mortgage loan or REO Property, it may obtain reimbursement for that
advance, together with interest on that advance, out of general collections on
the mortgage loans and any REO Properties on deposit in that master servicer's
collection account from time to time. The trustee and the fiscal agent may each
conclusively rely on the determination of the applicable master servicer or the
special servicer regarding the nonrecoverability of any servicing advance.
Absent bad faith, the determination by any authorized person that an advance
constitutes a nonrecoverable advance as described above will be conclusive and
binding.

         Any servicing advance (with interest) that has been determined to be a
nonrecoverable advance with respect to the mortgage pool will be reimbursable
from the collection accounts in the collection period in which the
nonrecoverability determination is made. Any reimbursement of a nonrecoverable
servicing advance (including interest accrued thereon) will be made first from
the principal portion of current debt service advances and payments and other
collections of principal on the mortgage pool (thereby reducing the Principal
Distribution Amount otherwise distributable on the certificates on the related
distribution date) prior to the application of any other general collections on
the mortgage pool against such reimbursement. To the extent that the amount
representing principal is insufficient to fully reimburse the party entitled to
the reimbursement, then such party may elect at its sole option to defer the
reimbursement of the portion that exceeds such amount (in which case interest
will continue to accrue on the unreimbursed portion of the advance). To the
extent that the reimbursement is made from principal collections, the Principal
Distribution Amount otherwise payable on the series 2004-PWR6 certificates on
the related distribution date will be reduced and a Realized Loss will be
allocated (in reverse sequential order in accordance with the loss allocation
rules described above under "--Reductions of Certificate Principal Balances in
Connection with Realized Losses and Additional Trust Fund Expenses") to reduce
the total principal balance of the series 2004-PWR6 certificates on that
distribution date.

         Additionally, in the event that any servicing advance (including any
interest accrued thereon) with respect to a defaulted pooled mortgage loan
remains unreimbursed following the time that such pooled mortgage loan is
modified and returned to performing status, the applicable master servicer, the
trustee or the fiscal agent will be entitled to reimbursement for that advance
(even though that advance has not been determined to be nonrecoverable), on a
monthly basis, out of -- but solely out of -- the principal portion of current
debt service advances and payments and other collections of principal on all the
pooled mortgage loans after the application of those principal advances and
principal payments and collections to reimburse any party for nonrecoverable
servicing advances (as described in the prior paragraph) and/or nonrecoverable
debt service advances as described under "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt Service Payments" (thereby
reducing the Principal Distribution Amount otherwise distributable on the
related distribution date). If any such advance is not reimbursed in whole on
any distribution date due to insufficient principal advances and principal
collections during the related collection period, then the portion of that
advance which remains unreimbursed will be carried over (with interest thereon
continuing to accrue) for reimbursement on the following distribution date (to
the extent of principal collections available for that purpose). If any such
advance, or any portion of any such advance, is determined, at any time during
this reimbursement process, to be ultimately nonrecoverable out of collections
on the related pooled mortgage loan, then the applicable master servicer, the
trustee, or the fiscal agent, as applicable, will be entitled to immediate
reimbursement as a nonrecoverable advance in an amount equal to the portion of
that advance that remains outstanding, plus accrued interest (as described in
the preceding paragraph). The reimbursement of advances on worked-out loans from
principal advances and collections of principal as described in the first
sentence of this paragraph during any collection period will result in a
reduction of the Principal Distribution Amount otherwise distributable on the
certificates on the related distribution date but will not result in the
allocation of a Realized Loss on such distribution date (although a Realized
Loss may subsequently arise if the amount reimbursed to the applicable master
servicer, the trustee or the fiscal agent ultimately turns out to be
nonrecoverable from the proceeds of the mortgage loan).

         In general, none of the master servicers, the special servicer, the
trustee or the fiscal agent will be required to make any servicing advances with
respect to the Non-Trust-Serviced Pooled Mortgage Loan under the series
2004-PWR6 pooling and servicing agreement. Those advances will be made by the
applicable master servicer, special servicer and/or another party under the
Non-Trust Servicing Agreement.

         The pooling and servicing agreement will also permit the applicable
master servicer, and require the applicable master servicer at the direction of
the special servicer if a specially serviced mortgage loan or REO Property
(other than the Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property) is involved, to pay directly out of that master servicer's collection
account any servicing expense that, if advanced by that master servicer or
special servicer, would not be recoverable (together with interest on the
advance) from expected collections on the related mortgage loan or REO Property.

                                     S-118


This is only to be done, however, when the applicable master servicer or the
special servicer, as the case may be, has determined in accordance with the
Servicing Standard that making the payment is in the best interests of the
series 2004-PWR6 certificateholders (or, if the Trust-Serviced Mortgage Loan
Group is involved, the best interest of the series 2004-PWR6 certificateholders
and the Trust-Serviced Non-Pooled Noteholder), as a collective whole.

         The master servicers, the special servicer, the trustee and the fiscal
agent will each be entitled to receive interest on servicing advances made by
that entity. The interest will accrue on the amount of each servicing advance
for so long as the servicing advance is outstanding, at a rate per annum equal
to the prime rate as published in the "Money Rates" section of The Wall Street
Journal, as that prime rate may change from time to time. Interest accrued with
respect to any servicing advance will generally be payable at any time on or
after the date when the advance is reimbursed, in which case the payment will be
made out of general collections on the mortgage loans and any REO Properties on
deposit in the master servicers' collection accounts, thereby reducing amounts
available for distribution on the certificates. Under some circumstances,
Default Interest and/or late payment charges may be used to pay interest on
advances prior to making payment from those general collections, but prospective
investors should assume that the available amounts of Default Interest and late
payment charges will be de minimis.

         If any servicing advances are made with respect to the
Non-Trust-Serviced Pooled Mortgage Loan under the Non-Trust Servicing Agreement,
the party making that advance will be entitled to be reimbursed with interest at
the prime rate specified above.

THE SERIES 2004-PWR6 CONTROLLING CLASS REPRESENTATIVE

         Controlling Class. As of any date of determination, the controlling
class of series 2004-PWR6 certificateholders will be the holders of the most
subordinate class of series 2004-PWR6 principal balance certificates then
outstanding that has a total principal balance that is not less than 25% of that
class's original total principal balance. However, if no class of series
2004-PWR6 principal balance certificates has a total principal balance that
satisfies this requirement, then the controlling class of series 2004-PWR6
certificateholders will be the holders of the most subordinate class of series
2004-PWR6 principal balance certificates then outstanding that has a total
principal balance greater than zero. For purposes of determining the series
2004-PWR6 controlling class, the class A-1, A-2, A-3, A-4, A-5 and A-6
certificates will represent a single class.

         Appointment of Controlling Class Representative. The holders of series
2004-PWR6 certificates representing more than 50% of the total principal balance
of the series 2004-PWR6 controlling class will be entitled to select a
representative having the rights and powers described under "--Rights and Powers
of Controlling Class Representative" below and to replace an existing series
2004-PWR6 controlling class representative. The series 2004-PWR6 controlling
class representative may resign at any time. ARCap CMBS Fund II REIT, Inc., an
affiliate of the parent of the initial special servicer, is expected to be the
initial series 2004-PWR6 controlling class representative.

         Rights and Powers of Controlling Class Representative. No later than
approximately 45 days after the occurrence of a Servicing Transfer Event with
respect to any specially serviced mortgage loan (other than any
Non-Trust-Serviced Pooled Mortgage Loan), the special servicer must, in general,
deliver to the series 2004-PWR6 controlling class representative, among others,
an asset status report with respect to that mortgage loan and the related
mortgaged property or properties. That asset status report is required to
include the following information to the extent reasonably determinable:

         o    a summary of the status of the subject specially serviced
              mortgage loan and any negotiations with the related borrower;

         o    a discussion of the general legal and environmental
              considerations reasonably known to the special servicer,
              consistent with the Servicing Standard, that are applicable to
              the exercise of remedies set forth in the series 2004-PWR6
              pooling and servicing agreement and to the enforcement of any
              related guaranties or other collateral for the related specially
              serviced mortgage loan and whether outside legal counsel has been
              retained;

         o    the most current rent roll and income or operating statement
              available for the related mortgaged property or properties;

                                     S-119


         o    a summary of the special servicer's recommended action with
              respect to the specially serviced mortgage loan;

         o    the appraised value of the related mortgaged property or
              properties, together with the assumptions used in the calculation
              thereof; and

         o    such other information as the special servicer deems relevant in
              light of the Servicing Standard.

         The special servicer will be required to make one or more revisions to
the report if the controlling class representative objects to the then current
version of the asset status report and may in its discretion update or revise
the current version of an asset status report, provided that the special
servicer will not make any revisions in response to objections of the
controlling class representative at any time following the date that is 90 days
following the delivery of its initial version of the report. The special
servicer will be required to implement the recommended action as outlined in the
current version of an asset status report if the series 2004-PWR6 controlling
class representative approves the report, the controlling class representative
fails to object to the report within a specified number of days following its
receipt or the special servicer determines in accordance with the Servicing
Standard that any objection made by the controlling class representative is not
in the best interests of all the certificateholders (or, in the case of the
Trust-Serviced Mortgage Loan Group, in the best interests of all the series
2004-PWR6 certificateholders and the Trust-Serviced Non-Pooled Noteholder), as a
collective whole.

         The special servicer may, subject to the foregoing, take any action set
forth in an asset status report before the expiration of the period during which
the series 2004-PWR6 controlling class representative may reject the report if--

         o    the special servicer has reasonably determined that failure to
              take that action would materially and adversely affect the
              interests of the series 2004-PWR6 certificateholders or (if the
              Trust-Serviced Mortgage Loan Group is involved) the
              Trust-Serviced Non-Pooled Noteholder, and

         o    it has made a reasonable effort to contact the series 2004-PWR6
              controlling class representative.

         The special servicer may not take any action inconsistent with an asset
status report that has been adopted as described above, unless that action would
be required in order to act in accordance with the Servicing Standard.

         In addition, the special servicer generally will not be permitted to
take or consent to the applicable master servicer taking any of the following
actions not otherwise covered by an approved asset status report, unless and
until the special servicer has notified the series 2004-PWR6 controlling class
representative and the series 2004-PWR6 controlling class representative has
consented (or failed to object) thereto in writing within ten (10) business days
of having been notified thereof in writing and provided with all reasonably
requested information by it (or, in the case of a proposed action for which the
applicable master servicer has requested approval from the special servicer,
within any shorter period during which the special servicer is initially
entitled to withhold consent without being deemed to have approved the action):

         o    any foreclosure upon or comparable conversion of the ownership of
              the property or properties securing any specially serviced
              mortgage loan that comes into and continues in default;

         o    any modification, amendment or waiver of any term (excluding the
              waiver of any due-on-sale or due-on-encumbrance clause, which are
              addressed separately below) of (a) any specially serviced
              mortgage loan or (b) any mortgage loan that is not a specially
              serviced mortgage loan and, unless the proposed modification or
              waiver would involve an extension of maturity or certain waivers
              of Post-ARD Additional Interest, has an unpaid principal balance
              of $2,500,000 or more;

         o    any acceptance of a discounted payoff with respect to any
              specially serviced mortgage loan;

         o    any determination to bring an REO Property into compliance with
              applicable environmental laws or to otherwise address any
              hazardous materials located at an REO Property;

                                     S-120


         o    any release of collateral for any mortgage loan (except that, in
              circumstances where either (x) both (A) the relevant mortgage
              loan is not a specially serviced mortgage loan and has an
              outstanding principal balance of less than $2,500,000 and (B) the
              release of collateral is not conditioned on obtaining the consent
              of the lender under the related mortgage loan documents, or (y)
              the release of collateral is made upon a satisfaction of the
              subject mortgage loan, the consent of (or failure to object by)
              the series 2004-PWR6 controlling class representative will not
              constitute a condition to the taking of or consent to such action
              by the special servicer but the special servicer must deliver
              notice of such action to the series 2004-PWR6 controlling class
              representative);

         o    any acceptance of substitute or additional collateral for a
              mortgage loan (except that in circumstances where either (x) the
              relevant mortgage loan is not a specially serviced mortgage loan
              and has an outstanding principal balance of less than $2,500,000
              or (y) the acceptance of the substitute or additional collateral
              is not conditioned on obtaining the consent of the lender, the
              consent of (or failure to object by) the series 2004-PWR6
              controlling class representative will not constitute a condition
              to the taking of or consent to such action by the special
              servicer but the special servicer must deliver notice of such
              action to the series 2004-PWR6 controlling class representative);

         o    any releases of letters of credit, reserve funds or other
              collateral with respect to a mortgaged property (except that, in
              circumstances where either (x) the relevant mortgage loan is not
              a specially serviced mortgage loan and has a principal balance of
              less than $2,500,000 or (y) the release of the applicable letter
              of credit, reserve funds or other collateral is not conditioned
              on obtaining the consent of the lender, the consent of (or
              failure to object by) the series 2004-PWR6 controlling class
              representative will not constitute a condition to the taking of
              or consent to such action by the special servicer but the special
              servicer must deliver notice of such action to the series
              2004-PWR6 controlling class representative);

         o    any termination or replacement, or consent to the termination or
              replacement, of a property manager with respect to any mortgaged
              property (except that, in circumstances where the relevant
              mortgage loan is not a specially serviced mortgage loan and has a
              principal balance of less than $2,500,000, the consent of (or
              failure to object by) the series 2004-PWR6 controlling class
              representative will not constitute a condition to the taking of
              or consent to such action by the special servicer but the special
              servicer must deliver notice of such action to the series
              2004-PWR6 controlling class representative);

         o    any approval of the assignment of the mortgaged property securing
              any mortgage loan to and assumption of such mortgage loan by
              another Person, any waiver of a "due-on-sale" clause in any
              mortgage loan, any approval of a further encumbrance of the
              mortgaged property securing any mortgage loan or any waiver of a
              "due-on-encumbrance" clause in any mortgage loan (except that, in
              circumstances where the relevant mortgage loan is not a specially
              serviced mortgage loan and has a principal balance of less than
              $2,500,000, the consent of (or failure to object by) the series
              2004-PWR6 controlling class representative will not constitute a
              condition to the taking of or consent to such action by the
              special servicer but the special servicer must deliver notice of
              such action to the series 2004-PWR6 controlling class
              representative); or

         o    any determination as to whether any type of property-level
              insurance is required under the terms of any pooled mortgage
              loan, is available at commercially reasonable rates, is available
              for similar types of properties in the area in which the related
              mortgaged property is located or any other determination or
              exercise of discretion with respect to property-level insurance
              (except that, in circumstances where the relevant mortgage loan
              is not a specially serviced mortgage loan and has a principal
              balance of less than $2,500,000, the consent of (or failure to
              object by) the series 2004-PWR6 controlling class representative
              will not constitute a condition to the taking of or consent to
              such action by the special servicer but the special servicer must
              deliver notice of such action to the series 2004-PWR6 controlling
              class representative).

         However, the special servicer may take any of the actions described
above without waiting for the response of the series 2004-PWR6 controlling class
representative if the special servicer determines that immediate action is
necessary to protect the interests of the series 2004-PWR6 certificateholders
and, if affected thereby, the Trust-Serviced Non-Pooled Noteholder, as a
collective whole.

                                     S-121


         Furthermore, the series 2004-PWR6 controlling class representative may,
in general, direct the special servicer to take, or to refrain from taking, any
actions as that representative may deem advisable with respect to the servicing
and administration of specially serviced mortgage loans and REO Properties
(other than the Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property) or as to which provision is otherwise made in the series 2004-PWR6
pooling and servicing agreement.

         The series 2004-PWR6 controlling class representative will not have the
rights otherwise described above in connection with any special servicing
actions involving the Non-Trust-Serviced Pooled Mortgage Loan. A particular
group or class of securityholders in connection with another commercial
securitization or its or their designee or representative will generally have
substantially similar rights under the Non-Trust Servicing Agreement with
respect to the Non-Trust-Serviced Pooled Mortgage Loan as the series 2004-PWR6
controlling class representative has under the series 2004-PWR6 pooling and
servicing agreement with respect to pooled mortgage loans other than the
Non-Trust-Serviced Pooled Mortgage Loan. However, the series 2004-PWR6
controlling class representative will be entitled to exercise any consultation
rights granted under the intercreditor agreement for the Non-Trust-Serviced
Pooled Mortgage Loan in connection with special servicing actions proposed to be
taken by the special servicer under the Non-Trust Servicing Agreement.

         Notwithstanding the provisions described above, the series 2004-PWR6
controlling class representative may not direct the special servicer to act, and
the special servicer is to ignore any direction for it to act, in any manner
that would--

         o    require or cause the special servicer to violate applicable law,
              the terms of any mortgage loan or any other provision of the
              series 2004-PWR6 pooling and servicing agreement, including that
              party's obligation to act in accordance with the Servicing
              Standard;

         o    result in an adverse tax consequence for the trust fund;

         o    expose the trust, the parties to the series 2004-PWR6 pooling and
              servicing agreement or any of their respective affiliates,
              members, managers, officers, directors, employees or agents, to
              any material claim, suit or liability; or

         o    materially expand the scope of a master servicer's or the special
              servicer's responsibilities under the series 2004-PWR6 pooling
              and servicing agreement.

         When reviewing the rest of this "Servicing Under the Series 2004-PWR6
Pooling and Servicing Agreement" section, it is important that you consider the
effects that the rights and powers of the series 2004-PWR6 controlling class
representative discussed above could have on the actions of the special
servicer.

         Liability to Borrowers. In general, any and all expenses of the series
2004-PWR6 controlling class representative are to be borne by the holders of the
series 2004-PWR6 controlling class, in proportion to their respective percentage
interests in that class, and not by the trust fund. However, if a claim is made
against the series 2004-PWR6 controlling class representative by a borrower with
respect to the pooling and servicing agreement or any particular mortgage loan
and the trust or a party to the pooling and servicing agreement is also named in
the relevant legal action, the special servicer will generally assume the
defense of the claim on behalf of and at the expense of the trust fund, provided
that the special servicer (in its sole judgment) determines that the controlling
class representative acted in good faith, without negligence or willful
misfeasance with regard to the particular matter at issue.

         Liability to the Trust Fund and Certificateholders. The series
2004-PWR6 controlling class representative may have special relationships and
interests that conflict with those of the holders of one or more classes of the
series 2004-PWR6 certificates, may act solely in the interests of the holders of
the controlling class of series 2004-PWR6 certificates, does not have any duty
to the holders of any class of series 2004-PWR6 certificates other than the
controlling class of series 2004-PWR6 certificates and may take actions that
favor the interests of the holders of the controlling class of series 2004-PWR6
certificates over those of other classes of series 2004-PWR6 certificates. It
will have no liability to any other series 2004-PWR6 certificateholders for
having acted as described above and those other series 2004-PWR6
certificateholders may not take any action against it for having acted as
described above.

                                     S-122


11 PENN PLAZA TRUST-SERVICED NON-POOLED PARI PASSU COMPANION NOTEHOLDER

         The intercreditor agreement between the holder of the 11 Penn Plaza
Pooled Mortgage Loan and the holder of the 11 Penn Plaza Non-Pooled Pari Passu
Companion Loan provides that for so long as either the 11 Penn Plaza Pooled
Mortgage Loan or the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan is
included in a securitization, the applicable master servicer or the special
servicer, if applicable, is obligated to administer the 11 Penn Plaza Pooled
Mortgage Loan and the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan
consistent with the terms of the related intercreditor agreement and the series
2004-PWR6 pooling and servicing agreement. Following any securitization of the
11 Penn Plaza Non-Pooled Pari Passu Companion Loan, the holder of that 11 Penn
Plaza Non-Pooled Pari Passu Companion Loan, or its representative, has the right
to consult with the master servicer or the special servicer, as applicable, of
the 2004-PWR6 securitization in respect of certain matters related to the 11
Penn Plaza Loan Group and the 11 Penn Plaza Mortgaged Property. The holder of
the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan or its representative
will have an opportunity to review any of these proposed actions to be taken by
the applicable master servicer or the special servicer, which servicer is
required to give the holder of the 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan, or its representative, prompt notice of any determination by the
applicable master servicer or the special servicer to take any such action.
However, neither the applicable master servicer nor the special servicer of the
2004-PWR6 securitization will be obligated to act upon the direction, advice or
objection of the holder of the 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan, or its representative, in connection with any such proposed action.

REPLACEMENT OF THE SPECIAL SERVICER

         The series 2004-PWR6 controlling class representative may remove the
existing special servicer, with or without cause, and appoint a successor to the
special servicer, except that, if the removal is without cause, the cost of
transferring the special servicing responsibilities for the special servicer
will be the responsibility of the series 2004-PWR6 controlling class
certificateholders. However, any such appointment of a successor special
servicer will be subject to, among other things, receipt by the trustee of
written confirmation from each of Moody's and S&P that the appointment will not
result in a qualification, downgrade or withdrawal of any of the ratings then
assigned thereby to the series 2004-PWR6 certificates.

MAINTENANCE OF INSURANCE

         In the case of each mortgage loan (excluding the Non-Trust-Serviced
Pooled Mortgage Loan), the applicable master servicer will be required to use
reasonable efforts consistent with the Servicing Standard to cause the related
borrower to maintain (including identifying the extent to which a borrower is
maintaining insurance coverage and, if the borrower does not so maintain, the
applicable master servicer will be required to itself cause to be maintained
with Qualified Insurers having the Required Claims-Paying Ratings) for the
related mortgaged property:

         o    a fire and casualty extended coverage insurance policy, which
              does not provide for reduction due to depreciation, in an amount
              that is at least equal to the lesser of the full replacement cost
              of improvements securing the mortgage loan or the outstanding
              principal balance of the mortgage loan, but, in any event, in an
              amount sufficient to avoid the application of any co-insurance
              clause, and

         o    all other insurance coverage as is required, or (subject to the
              Servicing Standard) that the holder of the mortgage loan is
              entitled to reasonably require, under the related mortgage loan
              documents.

Notwithstanding the foregoing, however:

         o    the applicable master servicer will not be required to maintain
              any earthquake or environmental insurance policy on any mortgaged
              property unless that insurance policy was in effect at the time
              of the origination of the related mortgage loan pursuant to the
              related mortgage loan documents and is available at commercially
              reasonable rates (and if the applicable master servicer does not
              cause the borrower to maintain or itself maintain such earthquake
              or environmental insurance policy on any mortgaged property, the
              special servicer will have the right, but not the duty, to
              obtain, at the trust's expense, earthquake or environmental
              insurance on any mortgaged property securing a specially serviced
              mortgage loan or an REO Property so long as such insurance is
              available at commercially reasonable rates); and

                                     S-123


         o    except as provided below, in no event will the applicable master
              servicer be required to cause the borrower to maintain, or itself
              obtain, insurance coverage that the applicable master servicer
              has determined is either (i) not available at any rate or (ii)
              not available at commercially reasonable rates and the related
              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 the related mortgaged property
              is located (in each case, as determined by the applicable master
              servicer, which shall be entitled to rely, at its own expense, on
              insurance consultants in making such determination) (and the
              related determinations by the applicable master servicer must be
              made not less frequently (but need not be made more frequently)
              than annually).

         Notwithstanding the provision described in the final bullet of the
prior paragraph, the applicable master servicer must, prior to availing itself
of any limitation described in that bullet with respect to any pooled mortgage
loan that has a Stated Principal Balance in excess of $2,500,000, obtain the
approval or disapproval of the special servicer (and, in connection therewith,
the special servicer will be required to comply with any applicable provisions
of the series 2004-PWR6 pooling and servicing agreement described above under
"--The Series 2004-PWR6 Controlling Class Representative--Rights and Powers of
Controlling Class Representative"). The applicable master servicer will be
entitled to conclusively rely on the determination of the special servicer.

         With respect to each specially serviced mortgage loan and REO Property,
the special servicer will generally be required to use reasonable efforts,
consistent with the Servicing Standard, to maintain (and, in the case of
specially serviced mortgage loans, the special servicer will be required to
itself maintain, subject to the right of the special servicer to (i) direct the
applicable master servicer to make a servicing advance for the costs associated
with coverage that the special servicer determines to maintain, in which case
the applicable master servicer will be required to make that servicing advance
(subject to the recoverability determination and servicing advance procedures
described in this prospectus supplement) or (ii) direct the applicable master
servicer to cause that coverage to be maintained under the applicable master
servicer's force-placed insurance policy, in which case that applicable master
servicer will be required to so cause that coverage to be maintained to the
extent that the identified coverage is available under the applicable master
servicer's existing force-placed policy) with Qualified Insurers having the
Required Claims-Paying Ratings (a) a fire and casualty extended coverage
insurance policy, which does not provide for reduction due to depreciation, in
an amount that is at least equal to the lesser of (i) the full replacement cost
of improvements at such REO Property or (ii) the outstanding principal balance
of the related mortgage loan, but, in any event, in an amount sufficient to
avoid the application of any co-insurance clause, (b) a comprehensive general
liability insurance policy with coverage comparable to that which would be
required under prudent lending requirements and in an amount not less than $1
million per occurrence and (c) to the extent consistent with the Servicing
Standard, a business interruption or rental loss insurance covering revenues or
rents for a period of at least twelve months. However, the special servicer will
not be required in any event to maintain or obtain insurance coverage described
in this paragraph beyond what is reasonably available at commercially reasonable
rates and consistent with the Servicing Standard.

         If (1) a master servicer or special servicer obtains and maintains, or
causes to be obtained and maintained, a blanket policy or master force-placed
policy insuring against hazard losses on all of the mortgage loans or REO
Properties (other than the Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property), as applicable, as to which it is the applicable master
servicer or the special servicer, as the case may be, then, to the extent such
policy (a) is obtained from a Qualified Insurer having the Required
Claims-Paying Ratings, and (b) provides protection equivalent to the individual
policies otherwise required, or (2) a master servicer or special servicer has
long-term unsecured debt obligations that are rated not lower than "A2" by
Moody's and "A" by S&P, and that master servicer or the special servicer
self-insures for its obligation to maintain the individual policies otherwise
required, then that master servicer or the special servicer, as the case may be,
will conclusively be deemed to have satisfied its obligation to cause hazard
insurance to be maintained on the related mortgaged properties or REO
Properties, as applicable. Such a blanket or master force-placed policy may
contain a deductible clause (not in excess of a customary amount), in which case
the applicable master servicer or the special servicer, as the case may be,
whichever maintains such policy, must if there has not been maintained on any
mortgaged property or REO Property thereunder a hazard insurance policy
complying with the requirements described above, and there shall have been one
or more losses that would have been covered by such an individual policy,
promptly deposit into the applicable collection account maintained by the
applicable master servicer, from its own funds, the amount not otherwise payable
under the blanket or master force-placed policy in connection with such loss or
losses because of such deductible clause to the extent that any such deductible
exceeds the deductible limitation that pertained to the related mortgage loan
(or, in the absence of any such deductible limitation, the deductible limitation
for an individual policy which is consistent with the Servicing Standard) and,
in the case of the Trust-Serviced Mortgage Loan Group, to the extent that the
corresponding pooled mortgage loan is affected.

                                     S-124


         Subject to the foregoing discussion, see also "Description of Pooling
and Servicing Agreements--Hazard Insurance Policies" in the accompanying
prospectus.

ENFORCEMENT OF DUE-ON-ENCUMBRANCE AND DUE-ON-SALE PROVISIONS

         In connection with each pooled mortgage loan (other than the
Non-Trust-Serviced Pooled Mortgage Loan), the applicable master servicer or the
special servicer, as the case may be, will be required to determine whether to
waive any violation of a due-on-sale or due-on-encumbrance provision or to
approve any borrower request for consent to an assignment and assumption of the
mortgage loan or a further encumbrance of the related mortgaged property.
However, subject to the related mortgage loan documents, if the subject pooled
mortgage loan (either alone or, if applicable, with other related pooled
mortgage loans) exceeds specified size thresholds (either actual or relative) or
fails to satisfy other applicable conditions imposed by Moody's and/or S&P, then
neither that master servicer nor the special servicer may enter into such a
waiver or approval, unless it has received written confirmation from Moody's
and/or S&P, as applicable, that this action would not result in the
qualification, downgrade or withdrawal of any of the ratings then assigned by
that rating agency or those rating agencies, as the case may be, to the series
2004-PWR6 certificates. Furthermore, except in limited circumstances, a master
servicer may not enter into such a waiver or approval without the consent of the
special servicer, and the special servicer will not be permitted to grant that
consent or to itself enter into such a waiver or approval unless the special
servicer has complied with any applicable provisions of the series 2004-PWR6
pooling and servicing agreement described above under "--The Series 2004-PWR6
Controlling Class Representative--Rights and Powers of Controlling Class
Representative" or "--11 Penn Plaza Trust-Serviced Non-Pooled Pari Passu
Companion Noteholder".

TRANSFERS OF INTERESTS IN BORROWERS

         Each master servicer will generally have the right to consent to any
transfers of an interest in a borrower under a non-specially serviced mortgage
loan (other than the Non-Trust-Serviced Pooled Mortgage Loan), to the extent the
transfer is allowed under the terms of that mortgage loan (without the exercise
of any lender discretion other than confirming the satisfaction of other
specified conditions that do not include any other lender discretion), including
any consent to transfer to any subsidiary or affiliate of a borrower or to a
person acquiring less than a majority interest in the borrower. However, subject
to the terms of the related mortgage loan documents and applicable law, if--

         o    the subject mortgage loan is a pooled mortgage loan that alone -
              or together with all other pooled mortgage loans that have the
              same or a known affiliated borrower - is one of the ten largest
              mortgage loans in the trust fund (according to Stated Principal
              Balance); has a cut-off date principal balance in excess of
              $20,000,000; or has a principal balance at the time of such
              proposed transfer that is equal to or greater than 5% of the then
              aggregate mortgage pool balance; and

         o    the transfer is of an interest in the borrower of greater than
              49%,

then the applicable master servicer may not consent to the transfer unless it
has received written confirmation from each of Moody's and S&P that this action
would not result in the qualification, downgrade or withdrawal of any of the
ratings then assigned by that rating agency to the series 2004-PWR6
certificates. In addition, the series 2004-PWR6 pooling and servicing agreement
may require the applicable master servicer to obtain the consent of the special
servicer prior to consenting to the transfers of interests in borrowers that
such master servicer is otherwise entitled to consent to as described above.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

         The special servicer, with respect to a specially serviced mortgage
loan, or the applicable master servicer, with respect to any other mortgage
loan, may, consistent with the Servicing Standard, except in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, agree to:

         o    modify, waive or amend any term of any mortgage loan;

         o    extend the maturity of any mortgage loan;

                                     S-125


         o    defer or forgive the payment of interest (including Default
              Interest and Post-ARD Additional Interest) on and principal of
              any mortgage loan;

         o    defer or forgive the payment of late payment charges on any
              mortgage loan;

         o    defer or forgive Yield Maintenance Charges or Prepayment Premiums
              on any mortgage loan;

         o    permit the release, addition or substitution of collateral
              securing any mortgage loan; or

         o    permit the release, addition or substitution of the borrower or
              any guarantor of any mortgage loan.

         The ability of the special servicer or a master servicer to agree to
any of the foregoing, however, is subject to the discussions under "--The Series
2004-PWR6 Controlling Class Representative--Rights and Powers of Controlling
Class Representative", "--11 Penn Plaza Trust-Serviced Non-Pooled Pari Passu
Companion Noteholder" and "--Enforcement of Due-on-Sale and Due-on-Encumbrance
Provisions" above, and further, to each of the following limitations, conditions
and restrictions:

         o    Unless the applicable master servicer has obtained the consent of
              the special servicer, a master servicer may not agree to modify,
              waive or amend any term of, or take any of the other
              above-referenced actions with respect to, any mortgage loan in
              the trust fund, that would affect the amount or timing of any
              related payment of principal, interest or other amount payable
              under that mortgage loan or materially and adversely affect the
              security for that mortgage loan, except (a) for certain waivers
              of Default Interest, late payment charges and Post-ARD Additional
              Interest and (b) with respect to certain routine matters.

         o    With limited exceptions generally involving the waiver of Default
              Interest and late payment charges, the special servicer may not
              agree to, or consent to the applicable master servicer's agreeing
              to, modify, waive or amend any term of, and may not take, or
              consent to the master servicer's taking, any of the other
              above-referenced actions with respect to any mortgage loan, if
              doing so would--

              1.   affect the amount or timing of any related payment of
                   principal, interest or other amount payable under the
                   mortgage loan, or

              2.   in the judgment of the special servicer, materially impair
                   the security for the mortgage loan,

              unless a material default on the mortgage loan has occurred or,
              in the judgment of the special servicer, a default with respect
              to payment on the mortgage loan is reasonably foreseeable, and
              the modification, waiver, amendment or other action is reasonably
              likely to produce an equal or a greater recovery to the series
              2004-PWR6 certificateholders and, in the case of the
              Trust-Serviced Loan Group, the Trust-Serviced Non-Pooled
              Noteholder, all as a collective whole, on a present value basis
              than would liquidation.

         o    As regards modifications, waivers and amendments of the
              Trust-Serviced Mortgage Loan Group, following any modification,
              extension, waiver or amendment of the payment terms of the
              Trust-Serviced Mortgage Loan Group, any payments on and proceeds
              of the Trust-Serviced Mortgage Loan Group must be allocated and
              applied (as among the mortgage loans in the Trust-Serviced
              Mortgage Loan Group) in accordance with the allocation and
              payment priorities set forth in the related Mortgage Loan Group
              Intercreditor Agreement, such that none of the trust as holder of
              the related pooled mortgage loan and the holder of the
              Trust-Serviced Non-Pooled Mortgage Loan shall gain a priority
              over the other with respect to any payment, which priority is not
              reflected in the related Mortgage Loan Group Intercreditor
              Agreement.

         o    Neither the applicable master servicer nor the special servicer
              may extend the date on which any balloon payment is scheduled to
              be due on any mortgage loan to a date beyond the earliest of--

              1.   with certain exceptions, five years after the mortgage
                   loan's stated maturity if the mortgage loan is the subject
                   of an environmental insurance policy,

                                     S-126


              2.   two years prior to the rated final distribution date, and

              3.   if the mortgage loan is secured by a lien solely or
                   primarily on the related borrower's leasehold interest in
                   the corresponding mortgaged property, 20 years or, to the
                   extent consistent with the Servicing Standard, giving due
                   consideration to the remaining term of the ground lease, ten
                   years, prior to the end of the then current term of the
                   related ground lease, plus any unilateral options to extend.

         o    Neither the applicable master servicer nor the special servicer
              may make or permit any modification, waiver or amendment of any
              term of, or take any of the other above-referenced actions with
              respect to, any mortgage loan, if doing so would--

              1.   cause any of REMIC I, REMIC II or REMIC III to fail to
                   qualify as a REMIC under the Internal Revenue Code,

              2.   result in the imposition of any tax on prohibited
                   transactions or contributions after the startup date of any
                   of REMIC I, REMIC II or REMIC III under the Internal Revenue
                   Code, or

              3.   adversely affect the status of any portion of the trust fund
                   that is intended to be a grantor trust under the Internal
                   Revenue Code.

         o    Subject to applicable law, the related mortgage loan documents
              and the Servicing Standard, neither the applicable master
              servicer nor the special servicer may permit any modification,
              waiver or amendment of any term of any mortgage loan that is not
              a specially serviced mortgage loan unless all related fees and
              expenses are paid by the borrower.

         o    The special servicer may not permit or consent to the applicable
              master servicer's permitting any borrower to add or substitute
              any real estate collateral for any mortgage loan, unless the
              special servicer has first----

              1.   determined, based upon an environmental assessment prepared
                   by an independent person who regularly conducts
                   environmental assessments, at the expense of the borrower,
                   that--

                   (a)  the additional or substitute collateral is in
                        compliance with applicable environmental laws and
                        regulations, and

                   (b)  there are no circumstances or conditions present with
                        respect to the new collateral relating to the use,
                        management or disposal of any hazardous materials for
                        which investigation, testing, monitoring, containment,
                        clean-up or remediation would be required under any
                        then applicable environmental laws or regulations; and

              2.   received, at the expense of the related borrower to the
                   extent permitted to be charged by the holder of the mortgage
                   loan under the related mortgage loan documents, confirmation
                   from each of Moody's and S&P that the addition or
                   substitution of real estate collateral will not result in a
                   qualification, downgrade or withdrawal of any rating then
                   assigned by that rating agency to a class of series
                   2004-PWR6 certificates.

         o    With limited exceptions generally involving the delivery of
              substitute collateral, the paydown of the subject mortgage loan
              or the release of non-material parcels, the special servicer may
              not release or consent to the applicable master servicer's
              releasing any material real property collateral securing an
              outstanding mortgage loan in the trust fund other than in
              accordance with the terms of, or upon satisfaction of, the
              mortgage loan.

         The foregoing limitations, conditions and restrictions will not apply
to any of the acts referenced in this "--Modifications, Waivers, Amendments and
Consents" section that occurs automatically, or that results from the exercise
of a unilateral option by the related borrower within the meaning of Treasury
regulation section 1.1001-3(c)(2)(iii), in any event, under the terms of the
subject mortgage loan in effect on the date of initial issuance of the offered
certificates or, in the case of a replacement mortgage loan, on the date it is
added to the trust fund. Also, in no event will either the applicable master
servicer or the special servicer be required to oppose the confirmation of a
plan in any bankruptcy or similar proceeding involving a borrower if, in its
judgment, opposition would not ultimately prevent the confirmation of the plan
or one substantially similar.

                                     S-127


         Also notwithstanding the foregoing, the applicable master servicer will
not be required to seek the consent of, or provide prior notice to, the special
servicer or any series 2004-PWR6 certificateholder or obtain any confirmation
from the rating agencies in order to approve waivers of minor covenant defaults
(other than financial covenants) or grant approvals and consents in connection
with various routine matters.

         All modifications, amendments, material waivers and other material
actions entered into or taken and all consents with respect to the mortgage
loans must be in writing. Each of the master servicers and the special servicer
must deliver to the trustee for deposit in the related mortgage file, an
original counterpart of the agreement relating to a such modification, waiver,
amendment or other action agreed to or taken by it, promptly following its
execution.

         In circumstances in which the applicable master servicer is not
permitted to enter into a modification, waiver, consent or amendment without the
approval of the special servicer, that master servicer must provide a written
recommendation and explain the rationale therefor and deliver all pertinent
documents to the special servicer and to the series 2004-PWR6 controlling class
representative. If approval is granted by the special servicer, the applicable
master servicer will be responsible for entering into the relevant
documentation.

REQUIRED APPRAISALS

         Within approximately 60 days following the occurrence of any Appraisal
Trigger Event with respect to any of the pooled mortgage loans (other than the
Non-Trust-Serviced Pooled Mortgage Loan), the special servicer must obtain an
appraisal of the related mortgaged property from an independent appraiser
meeting the qualifications imposed in the series 2004-PWR6 pooling and servicing
agreement, unless--

         o    an appraisal had previously been obtained within the prior twelve
              months, and

         o    the special servicer has no knowledge of changed circumstances
              that in the judgment of the special servicer would materially
              affect the value of the mortgaged property.

         Notwithstanding the foregoing, if the Stated Principal Balance of the
subject mortgage loan is less than $2,000,000, then the special servicer may, at
its option, perform an internal valuation of the related mortgaged property.

         As a result of any appraisal or other valuation, it may be determined
by the special servicer, in consultation with the series 2004-PWR6 controlling
class representative, that an Appraisal Reduction Amount exists with respect to
the subject mortgage loan. An Appraisal Reduction Amount is relevant to the
amount of any advances of delinquent interest required to be made with respect
to the affected pooled mortgage loan. See "Description of the Offered
Certificates--Advances of Delinquent Monthly Debt Service Payments" in this
prospectus supplement.

         If an Appraisal Trigger Event occurs with respect to any specially
serviced mortgage loan (other than the Non-Trust-Serviced Pooled Mortgage Loan),
then the special servicer will have an ongoing obligation to obtain or perform,
as the case may be, on or about each anniversary of the occurrence of that
Appraisal Trigger Event, an update of the prior required appraisal or other
valuation. Based upon that update, the special servicer is to redetermine, in
consultation with the series 2004-PWR6 controlling class representative, and
report to the certificate administrator, the trustee and the applicable master
servicer the new Appraisal Reduction Amount, if any, with respect to the
mortgage loan. This ongoing obligation will cease if and when--

         o    any and all Servicing Transfer Events with respect to the
              mortgage loan have ceased, and

         o    no other Servicing Transfer Event or Appraisal Trigger Event has
              occurred with respect to the subject mortgage loan during the
              preceding three months.

         The cost of each required appraisal, and any update of that appraisal,
will be advanced by the applicable master servicer, at the direction of the
special servicer, and will be reimbursable to the applicable master servicer as
a servicing advance.

                                     S-128


         Notwithstanding the foregoing, the series 2004-PWR6 controlling class
representative will have the right (exercisable not more frequently that once
every six months) to require that the special servicer obtain a new appraisal
with respect to the subject mortgage loan, at the expense of the series
2004-PWR6 controlling class certificateholders. Upon receipt of the new
appraisal, the special servicer will redetermine any Appraisal Reduction Amount.

         Appraisal Reduction Amounts with respect to the Trust-Serviced Loan
Group will be calculated based on the aggregate indebtedness of the applicable
pooled mortgage loan and the related Non-Pooled Companion Loan and the resulting
appraisal reductions will be applied pro rata between the applicable pooled
mortgage loan and the related Non-Pooled Companion Loan.

         Also notwithstanding the foregoing, any Appraisal Reduction Amounts (as
calculated under the Non-Trust-Servicing Agreement) with respect to the
Non-Trust-Serviced Pooled Mortgage Loan will be determined in accordance with
the Non-Trust Servicing Agreement, which is similar but not identical to the
series 2004-PWR6 pooling and servicing agreement, based upon appraisals obtained
under the Non-Trust Servicing Agreement and may affect the amount of any
advances of delinquent monthly debt service payments required to be made on the
Non-Trust-Serviced Pooled Mortgage Loan.

COLLECTION ACCOUNTS

         General. Each master servicer will be required to establish and
maintain a collection account for purposes of holding payments and other
collections that it receives with respect to the mortgage loans for which it is
the applicable master servicer. That collection account must be maintained in a
manner and with a depository institution that satisfies Moody's and S&P
standards for securitizations similar to the one involving the offered
certificates.

         The funds held in each master servicer's collection account may be held
as cash or invested in Permitted Investments. See "--Servicing and Other
Compensation and Payment of Expenses--Additional Servicing Compensation" above.

         Deposits. Each master servicer must deposit or cause to be deposited in
its collection account, generally within one business day following receipt by
it, all payments on and proceeds of the pooled mortgage loans that are received
by or on behalf of that master servicer with respect to the related mortgage
loans. These payments and proceeds include borrower payments, insurance and
condemnation proceeds (other than amounts to be applied to the restoration of a
property), amounts remitted monthly by the special servicer from an REO account,
the proceeds of any escrow or reserve account that are applied to the mortgage
loan indebtedness and the sales proceeds of any sale of any mortgage loan on
behalf of the trust fund that may occur as otherwise described in this
prospectus supplement. Notwithstanding the foregoing, a master servicer need not
deposit into its collection account any amount that such master servicer would
be authorized to withdraw immediately from that collection account as described
under "--Withdrawals" below and will be entitled to instead pay that amount
directly to the person(s) entitled thereto.

         Withdrawals. The master servicers may make withdrawals from the
collection accounts for the purpose of making any Authorized Collection Account
Withdrawals.

         The series 2004-PWR6 pooling and servicing agreement will contain
additional provisions with respect to the timing of the payments, reimbursements
and remittances generally described above. The payments, reimbursements and
remittances described above may result in shortfalls to the holders of the
offered certificates in any particular month even if those shortfalls do not
ultimately become realized losses for those holders.

FAIR VALUE PURCHASE OPTION

         If any pooled mortgage loan (other than the Non-Trust-Serviced Pooled
Mortgage Loan) becomes a Specially Designated Defaulted Pooled Mortgage Loan,
then the special servicer must notify the series 2004-PWR6 controlling class
representative, the holder(s) of the series 2004-PWR6 controlling class and some
of the parties to the pooling and servicing agreement and determine no later
than 30 days after receipt of an appraisal (in accordance with the Servicing
Standard, without regard to the purchase option described below, and based upon,
among other things, an appraisal or other valuation obtained or conducted by the
special servicer within the preceding 12-month period) and report to those
parties the Fair Value of the subject Specially Designated Defaulted Pooled
Mortgage Loan. The special servicer will be required to update

                                     S-129


and similarly report its Fair Value determination if an offer is made for the
purchase of the applicable pooled mortgage loan at that value on a date that is
later than 90 days following the special servicer's determination or if the
special servicer becomes aware of any circumstances or conditions that have
occurred or arisen that would, in its reasonable judgment, materially affect the
most recent Fair Value determination.

         Any single holder or group of holders of certificates representing
greater than 50% of the total principal balance of the series 2004-PWR6
controlling class or any assignee thereof may, at its or their option, purchase
from the trust fund any Specially Designated Defaulted Pooled Mortgage Loan, at
a cash price equal to: (a) the Fair Value of that mortgage loan, as most
recently determined by the special servicer and reported to the trustee,
certificate administrator, the applicable master servicer and the series
2004-PWR6 controlling class representative as described above; or (b) if no such
Fair Value has yet been established as described above, or if the special
servicer is in the process of redetermining the Fair Value because of a change
in circumstances, the applicable Purchase Price. This "Purchase Option" will
instead be exercisable by the special servicer for 30 days if the majority
holder(s) of the series 2004-PWR6 controlling class or an assignee thereof does
not exercise the Purchase Option within 60 days following the special servicer's
initial determination of Fair Value. If the special servicer or an assignee
thereof does not so exercise the Purchase Option, the majority holder(s) of the
series 2004-PWR6 controlling class will again become entitled to exercise the
Purchase Option. In addition, the Purchase Option with respect to any Specially
Designated Defaulted Pooled Mortgage Loan will be assignable by any holder of
that option to any third party (other than the borrower or an affiliate of the
borrower under the applicable pooled mortgage loan) at any time upon notice to
the parties to the series 2004-PWR6 pooling and servicing agreement.

         The series 2004-PWR6 pooling and servicing agreement will specify the
procedures for the exercise of the Purchase Option and the time period within
which any eligible party must complete the subject purchase following its
exercise of the Purchase Option.

         The Purchase Option with respect to any Specially Designated Defaulted
Pooled Mortgage Loan will end on the earliest of (1) the date on which such
mortgage loan is worked out or otherwise ceases to be a Specially Designated
Defaulted Mortgage Loan, (2) the date on which the mortgage loan is liquidated
or otherwise removed from the trust fund and (3) the date on which the related
mortgaged property becomes an REO Property.

         The Purchase Option with respect to any Specially Designated Defaulted
Pooled Mortgage Loan may be subject to the purchase options of other related
creditors of the subject borrower and its principals.

         Notwithstanding the foregoing, any exercise of the Purchase Option with
respect to any Specially Designated Defaulted Pooled Mortgage Loan by the
special servicer or any affiliate thereof, will be conditioned on a confirmation
by the trustee that the special servicer's determination of the Fair Value is
consistent with or greater than what the trustee considers to be the fair value
of that mortgage loan, although the special servicer may revise any such Fair
Value determination that is rejected by the trustee. For these purposes, the
trustee may at its option (and at the expense of the trust) designate an
independent third party expert to make the determination, in which case the
trustee will be entitled to conclusively rely upon such third party's
determination. The costs of all appraisals, inspection reports, independent
third party experts and broker opinions of value, incurred by the trustee or any
third party expert are to be advanced by the applicable master servicer and will
constitute, and be reimbursable with interest as, servicing advances; provided
that, the fees payable to the trustee or any third party expert shall not exceed
a commercially reasonable sum as determined by the trustee.

         We cannot assure you that the Fair Value of any Specially Designated
Defaulted Pooled Mortgage Loan (determined as described above) will equal the
amount that could have actually been realized in an open bid or that the cash
price at which any Specially Designated Defaulted Pooled Mortgage Loan may be
purchased as described above will equal or be greater than the amount that could
have been realized through foreclosure or a work-out of that mortgage loan.

         The special servicer will be required to concurrently proceed with a
work-out or foreclosure in respect of any Specially Designated Defaulted
Mortgage Loan (other than the Non-Trust-Serviced Pooled Mortgage Loan) without
regard to the related Purchase Option.

         If any person exercises the Purchase Option with respect to the 11 Penn
Plaza Pooled Mortgage Loan, it will be a condition to the purchase that such
person also purchase the related 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan at a similarly determined price.

                                     S-130


         Notwithstanding the foregoing, the Purchase Option under the series
2004-PWR6 pooling and servicing agreement will not apply to the Lincoln Square
Pooled Mortgage Loan. However, the Non-Trust Servicing Agreement provides for a
comparable fair value purchase option in respect of the Lincoln Square
Non-Pooled Pari Passu Companion Loan that is owned by the trust fund established
under that agreement and requires that anyone exercising the right to purchase
that Lincoln Square Non-Pooled Pari Passu Companion Loan also purchase the
Lincoln Square Pooled Mortgage Loan from the series 2004-PWR6 trust fund at a
price similarly determined under the Non-Trust Servicing Agreement. See
"Intercreditor and Servicing Arrangements Regarding the Non-Trust-Serviced
Pooled Mortgage Loan" below.

PROCEDURES WITH RESPECT TO DEFAULTED MORTGAGE LOANS AND REO PROPERTIES

         The special servicer will be responsible for liquidating defaulted
pooled mortgage loans (other than, if applicable, the Non-Trust-Serviced Pooled
Mortgage Loan) and for the operation, management, leasing, maintenance and
disposition of REO Properties, in any event generally as described under
"Description of the Pooling and Servicing Agreements--Realization upon Defaulted
Mortgage Loans" in the accompanying prospectus. Any REO Property relating to the
Trust-Serviced Mortgage Loan Group will be held on behalf of the series
2004-PWR6 certificateholders and the Trust-Serviced Non-Pooled Noteholder.

REO ACCOUNT

         If an REO Property is acquired, the special servicer will be required
to establish and maintain an account for the retention of revenues and other
proceeds derived from that REO Property. The funds held in each such REO account
may be held as cash or invested in Permitted Investments. Any interest or other
income earned on funds in the REO account maintained by the special servicer
will be payable to the special servicer, subject to the limitations described in
the series 2004-PWR6 pooling and servicing agreement.

         The special servicer will be required to withdraw from the REO account
maintained by the special servicer funds necessary for the proper operation,
management, leasing, maintenance and disposition of any REO Property held by the
trust fund, but only to the extent of amounts on deposit in the account relating
to that particular REO Property. Promptly following the end of each collection
period, the special servicer will be required to withdraw from its respective
REO account and deposit, or deliver to the applicable master servicer for
deposit, into the applicable master servicer's collection account the total of
all amounts received in respect of each REO Property held by the trust fund
during that collection period, net of any withdrawals made out of those amounts,
as described in the preceding sentence and any amounts as may be necessary to
maintain a reserve of sufficient funds for the proper operation, management,
leasing, maintenance and disposition of that property, including the creation of
a reasonable reserve for repairs, replacements, necessary capital improvements
and other related expenses.

         Notwithstanding the foregoing, amounts received with respect to any REO
Property relating to the Non-Trust-Serviced Pooled Mortgage Loan will be
deposited into an REO account maintained by the special servicer under the
Non-Trust Servicing Agreement and, subject to similar conditions as are set
forth under the series 2004-PWR6 pooling and servicing agreement, will be
remitted monthly to the master servicer under the Non-Trust Servicing Agreement
for remittance to the applicable master servicer under the series 2004-PWR6
pooling and servicing agreement.

RIGHTS UPON THE OCCURRENCE OF AN EVENT OF DEFAULT

         If an Event of Default occurs with respect to any of the master
servicers or the special servicer and remains unremedied, the trustee will be
authorized, and at the direction of series 2004-PWR6 certificateholders entitled
to not less than 25% of the series 2004-PWR6 voting rights, or, in the case of
the special servicer, at the direction of the series 2004-PWR6 controlling class
representative, the trustee will be required, to terminate all of the
obligations and rights of the defaulting party under the series 2004-PWR6
pooling and servicing agreement accruing from and after the notice of
termination, other than any rights the defaulting party may have as a series
2004-PWR6 certificateholder, entitlements to amounts payable to the terminated
party at the time of termination and any entitlements of the terminated party
that survive the termination. Upon any termination, subject to the discussion in
the next three paragraphs and under "--Replacement of the Special Servicer"
above, the trustee must either:

         o    succeed to all of the responsibilities, duties and liabilities of
              the terminated master servicer or special servicer, as the case
              may be, under the series 2004-PWR6 pooling and servicing
              agreement; or

                                     S-131


         o    appoint an established mortgage loan servicing institution
              reasonably acceptable to the series 2004-PWR6 controlling class
              representative to act as successor to the terminated master
              servicer or special servicer, as the case may be.

         The holders of certificates entitled to a majority of the voting rights
or the series 2004-PWR6 controlling class representative (solely in the case of
an Event of Default involving the special servicer) may require the trustee to
appoint an established mortgage loan servicing institution to act as successor
master servicer or special servicer, as the case may be, rather than have the
trustee act as that successor. In connection with the pooled mortgage loans sold
by Nationwide Life to us for deposit into the trust fund, the applicable master
servicer will perform most of its servicing duties through Nationwide Life in
its capacity as primary servicer and Nationwide Life in that capacity cannot be
terminated, including by a successor master servicer, except for cause. In
addition, in the case of a number of other mortgage loans, it is expected that
the applicable master servicer will perform some of its servicing duties through
sub-servicers whose rights to receive certain payments cannot be terminated,
including by a successor master servicer, except for cause.

         Notwithstanding the foregoing discussion in this "--Rights Upon the
Occurrence of an Event of Default" section, if a master servicer receives a
notice of termination because of the occurrence of any of the Events of Default
described in the last two bullets under the definition of "Event of Default"
that appears in the glossary to this prospectus supplement, the applicable
master servicer will continue to serve as master servicer and will have the
right for a period of 45 days, at its expense, to sell or cause to be sold its
master servicing rights with respect to the mortgage loans for which it is the
applicable master servicer to a successor.

         The appointment of any entity as a successor to a terminated master
servicer or special servicer as described in the second bullet of the first
paragraph or in the second or third paragraph of this "--Rights Upon the
Occurrence of an Event of Default" section may not occur unless each of Moody's
and S&P have confirmed that the appointment of that entity will not result in a
qualification, downgrade or withdrawal of any of the then-current ratings of the
series 2004-PWR6 certificates.

         In general, certificateholders entitled to at least 66-2/3% of the
voting rights allocated to each class of series 2004-PWR6 certificates affected
by any Event of Default may waive the Event of Default. However, the Events of
Default described in the first, second and last two bullets under the definition
of "Event of Default" that appears in the glossary to this prospectus supplement
may only be waived by all of the holders of the affected classes of series
2004-PWR6 certificates. Furthermore, if the trustee is required to spend any
monies in connection with any Event of Default, then that Event of Default may
not be waived unless and until the trustee has been reimbursed, with interest,
by the party requesting the waiver. Upon any waiver of an Event of Default, the
Event of Default will cease to exist and will be deemed to have been remedied
for every purpose under the series 2004-PWR6 pooling and servicing agreement.

               INTERCREDITOR AND SERVICING ARRANGEMENTS REGARDING
                   THE NON-TRUST-SERVICED POOLED MORTGAGE LOAN

         The Lincoln Square Pooled Mortgage Loan, which mortgage loan has an
unpaid principal balance as of the cut-off date equal to $49,914,589 and
represents 4.7% of the initial mortgage pool balance, is part of a split loan
structure comprised of multiple mortgage loans, whereby the subject pooled
mortgage loan and the other mortgage loans that are not included in the trust
are together secured by a single mortgage instrument encumbering the subject
mortgaged property and all of the loans in the split loan structure are pari
passu with each other in right of payment.

         The trust as the holder of the Lincoln Square Pooled Mortgage Loan and
the holders of the Lincoln Square Non-Pooled Pari Passu Companion Loans are
bound by the Lincoln Square Intercreditor Agreement, which provides, among other
things, that the Lincoln Square Loan Group will be principally serviced and
administered under the BSCMSI Series 2004-PWR4 Pooling and Servicing Agreement.
Insofar as that agreement relates to the servicing and administration of the
Lincoln Square Loan Group, the master servicer under that agreement is Wells
Fargo Bank, National Association, the special servicer under that agreement is
ARCap Servicing, Inc. and the initial controlling class representative under
that agreement is an affiliate of that special servicer. One of the Lincoln
Square Non-Pooled Pari Passu Companion Loans is held as of the Issue Date by the
trust established under the BSCMI Series 2004-PWR4 Pooling and Servicing
Agreement. The other Lincoln Square Non-Pooled Pari Passu Companion Loan is held
as of the Issue Date by the trust established under the BSCMI Series 2004-PWR5
Pooling and Servicing Agreement.

                                     S-132


         The servicing arrangements under the Non-Trust Servicing Agreement are
generally similar (but not identical) to the servicing arrangements under the
series 2004-PWR6 pooling and servicing agreement, but this statement should not
be construed as a qualification of the specific statements made below.

         In the case of the Lincoln Square Loan Group, the collective
arrangements evidenced by the related Mortgage Loan Group Intercreditor
Agreement, the Non-Trust Servicing Agreement and the series 2004-PWR6 pooling
and servicing agreement generally provide that:

         o    the mortgage loans that form the Lincoln Square Loan Group are of
              equal priority with each other and none of them will have
              priority or preference over the other;

         o    the Non-Trust Servicing Agreement, which principally governs the
              servicing and administration of the Lincoln Square Loan Group,
              provides that, subject to various servicing-related provisions of
              the Lincoln Square Intercreditor Agreement, one or more parties
              to that Non-Trust Servicing Agreement will be responsible for
              making servicing advances with respect to the Lincoln Square Loan
              Group and none of the parties to that Non-Trust Servicing
              Agreement will have any right or duty to make advances of
              delinquent debt service payments on the Lincoln Square Pooled
              Mortgage Loan;

         o    all payments, proceeds and other recoveries on or in respect of
              any or all of the mortgage loans that form the Lincoln Square
              Loan Group (in each case, subject to the rights of the master
              servicer, the special servicer, the depositor, the trustee, the
              fiscal agent or similar parties under the Non-Trust Servicing
              Agreement, the BSCMI Series 2004-PWR5 Pooling and Servicing
              Agreement and the series 2004-PWR6 pooling and servicing
              agreement) will be applied to the Lincoln Square Pooled Mortgage
              Loan and the related Non-Pooled Pari Passu Companion Loans on a
              pari passu basis according to their respective outstanding
              principal balances;

         o    the transfer of the ownership of the Lincoln Square Pooled
              Mortgage Loan or any related Non-Pooled Pari Passu Companion Loan
              to any person or entity - other than institutional lenders,
              investment funds, affiliates thereof exceeding a minimum net
              worth, surplus or shareholder equity requirement and other than
              trusts or other entities established to acquire mortgage loans
              and issue securities backed by and payable from the proceeds of
              such loans - is generally prohibited;

         o    the mortgage loans that form the Lincoln Square Loan Group are to
              be serviced and administered under the Non-Trust Servicing
              Agreement under a general servicing standard that is similar (but
              not identical to) the Servicing Standard under the series
              2004-PWR6 pooling and servicing agreement and as if they were a
              single mortgage loan indebtedness under that agreement (subject
              to any rights of the respective holders of those mortgage loans
              or representatives on their behalf to consult or advise with
              respect to, or to approve or disapprove, various
              servicing-related actions involving the Lincoln Square Loan
              Group);

         o    the mortgage loans that form the Lincoln Square Loan Group will
              become specially serviced mortgage loans if specified events
              occur, which events are similar (but not identical) to the
              Servicing Transfer Events, in which case the party serving as the
              special servicer under the Non-Trust Servicing Agreement will be
              entitled to (among other things) special servicing fees, workout
              fees and/or liquidation fees with respect to the Lincoln Square
              Pooled Mortgage Loan that arise and are payable in a manner and
              to an extent that is similar to the special servicing fees,
              workout fees and/or liquidation fees that are payable to the
              special servicer under the series 2004-PWR6 pooling and servicing
              agreement with respect to other pooled mortgage loans;

         o    any modification, extension, waiver or amendment of the payment
              terms of the Lincoln Square Loan Group are required to be
              structured so as to be consistent with the allocation and payment
              priorities in the related mortgage loan documents and the Lincoln
              Square Intercreditor Agreement, such that neither the trust as
              holder of the Lincoln Square Pooled Mortgage Loan nor the holders
              of the Non-Pooled Pari Passu Companion Loans gains a priority
              over the other such holder that is not reflected in the related
              mortgage loan documents and the Lincoln Square Intercreditor
              Agreement;

         o    the special servicer under the Non-Trust Servicing Agreement will
              have duties to prepare asset status reports and consult with or
              obtain the approval of the controlling class representative under
              that agreement under provisions that are similar to those
              described in this prospectus supplement with respect to pooled
              mortgage loans other than the Lincoln Square Pooled Mortgage Loan
              (see "Servicing of the Mortgage Loans Under the Series 2004-PWR6

                                     S-133


              Pooling and Servicing Agreement--The Series 2004-PWR6 Controlling
              Class Representative--Rights and Powers of Controlling Class
              Representative");

         o    in addition to the provisions described in the preceding bullet,
              each of the series 2004-PWR6 controlling class representative (on
              behalf of the trust as the holder of the Lincoln Square Pooled
              Mortgage Loan) and a similar representative under the BSCMSI
              Series 2004-PWR5 Pooling and Servicing Agreement (on behalf of
              the trust established thereunder as the holder of a Lincoln
              Square Non-Pooled Pari Passu Companion Loan) will have the right
              to consult with the party that serves as the special servicer of
              the Lincoln Square Loan Group under the Non-Trust Servicing
              Agreement regarding certain servicing matters related to the
              Lincoln Square Loan Group and the Lincoln Square Mortgaged
              Property and will have an opportunity to review any proposed
              servicing action to be taken by that party under the Non-Trust
              Servicing Agreement (but neither the series 2004-PWR6 controlling
              class representative nor that similar representative will have
              approval rights with respect to those servicing matters and
              actions); those servicing matters are generally similar to the
              matters that require the approval or deemed approval of the
              series 2004-PWR6 controlling class representative under the
              series 2004-PWR6 pooling and servicing agreement (see "Servicing
              of the Mortgage Loans Under the Series 2004-PWR6 Pooling and
              Servicing Agreement--The Series 2004-PWR6 Controlling Class
              Representative--Rights and Powers of Controlling Class
              Representative"), but without regard to limitations that exist if
              the principal balance of a loan is less than a specified amount;
              and the special servicer under the Non-Trust Servicing Agreement
              will not be obligated to act upon the direction, advice or
              objection of the series 2004-PWR6 controlling class
              representative or that similar representative in connection with
              any such proposed action;

         o    the majority holder of the controlling class under the Non-Trust
              Servicing Agreement and the special servicer under that agreement
              each has an assignable option to purchase all (and not less than
              all) the mortgage loans (including the Lincoln Square Pooled
              Mortgage Loan) that form the Lincoln Square Loan Group for a fair
              value determined by that special servicer under provisions
              similar to those that apply to fair value determinations under
              the series 2004-PWR6 pooling and servicing agreement (see
              "Servicing of the Mortgage Loans Under the Series 2004-PWR6
              Pooling and Servicing Agreement--Fair Value Purchase Option"), if
              (and only if) those mortgage loans are specially serviced
              mortgage loans and are delinquent 120 days or more with respect
              to their balloon payments or 60 days or more with respect to any
              other monthly payment (in each case, without regard to any
              acceleration following default) or have been accelerated
              following any other material default;

         o    the majority holder of the controlling class under the Non-Trust
              Servicing Agreement has the right to replace the special servicer
              under the Non-Trust Servicing Agreement without consulting any
              holder of a mortgage loan in the Lincoln Square Loan Group; and

         o    if the Lincoln Square Non-Pooled Pari Passu Companion Loan that
              is owned by the trust established under the Non-Trust Servicing
              Agreement becomes no longer subject to that Non-Trust Servicing
              Agreement, then the Lincoln Square Loan Group will be serviced
              and administered under one or more successor servicing agreements
              entered into with the master servicer under the Non-Trust
              Servicing Agreement and, if applicable, the special servicer
              under the Non-Trust Servicing Agreement on terms substantially
              similar to those in the Non-Trust Servicing Agreement, unless
              that master servicer, that special servicer and the holders of
              the mortgage loans that form the Lincoln Square Loan Group
              otherwise agree; no such other agreement may be entered into on
              behalf of the trust as the holder of the Lincoln Square Pooled
              Mortgage Loan unless the master servicer, the special servicer
              and the controlling class representative under the series
              2004-PWR6 pooling and servicing agreement collectively agree to
              grant such a consent; and entry into any successor servicing
              agreement will be conditioned upon, among other things, receipt
              from Moody's and S&P of a written confirmation that entering into
              that agreement would not result in the withdrawal, downgrade, or
              qualification, as applicable, of the then-current ratings
              assigned by those rating agencies to any class of series
              2004-PWR6 certificates.



                                     S-134



                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES


GENERAL

         Upon the issuance of the offered certificates, Cadwalader, Wickersham &
Taft LLP, our counsel, will deliver its opinion generally to the effect that,
assuming compliance with the series 2004-PWR6 pooling and servicing agreement,
compliance with the Non-Trust Servicing Agreement and subject to any other
assumptions set forth in the opinion, each of REMIC I, REMIC II and REMIC III
will qualify as a REMIC under the Internal Revenue Code.

     The assets of REMIC I will generally include--

     o   the pooled mortgage loans,

     o   any REO Properties acquired on behalf of the series 2004-PWR6
         certificateholders (or a beneficial interest in a mortgaged property
         securing the Non-Trust-Serviced Pooled Mortgage Loan under the
         Non-Trust Servicing Agreement),

     o   the respective master servicers' collection accounts,

     o   the REO account maintained by the special servicer, and

     o   the certificate administrator's distribution account and interest
         reserve account.

     However, REMIC I will exclude any collections of Post-ARD Additional
Interest on the ARD Loans.

     For federal income tax purposes,

     o   the separate non-certificated regular interests in REMIC I will be the
         regular interests in REMIC I and will be the assets of REMIC II,

     o   the separate non-certificated regular interests in REMIC II will be the
         regular interests in REMIC II and will be the assets of REMIC III,

     o   the class A-1, A-2, A-3, A-4, A-5, A-6, X-2, A-J, X-1, B, C, D, E, F,
         G, H, J, K, L, M, N, P and Q certificates will evidence the regular
         interests in, and will generally be treated as debt obligations of,
         REMIC III, and

     o   the class R certificates will evidence the sole class of residual
         interests in each of REMIC I, REMIC II and REMIC III.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

     For federal income tax reporting purposes, we anticipate that the class X-2
certificates will be issued with original issue discount. If you own an offered
certificate issued with original issue discount, you may have to report original
issue discount income and be subject to a tax on this income before you receive
a corresponding cash payment.

     The IRS has issued regulations under sections 1271 to 1275 of the Internal
Revenue Code generally addressing the treatment of debt instruments issued with
original issue discount. Section 1272(a)(6) of the Internal Revenue Code
provides for special rules applicable to the accrual of original issue discount
on, among other things, REMIC regular certificates. The Treasury Department has
not issued regulations under that section. You should be aware, however, that
the regulations issued under sections 1271 to 1275 of the Internal Revenue Code
and section 1272(a)(6) of the Internal Revenue Code do not adequately address
all issues relevant to, or are not applicable to, prepayable securities such as
the offered certificates. We recommend that you consult with your own tax
advisor concerning the tax treatment of your offered certificates.


                                     S-135



     If the method for computing original issue discount described in the
accompanying prospectus results in a negative amount for any period with respect
to any holder of offered certificates, the amount of original issue discount
allocable to such period would be zero.

     We anticipate that each of the class A-1, A-2, A-3, A-4, A-5, A-6 and A-J
certificates will be treated for federal income tax purposes as having been
issued at a premium. Whether any holder of these classes of offered certificates
will be treated as holding a certificate with amortizable bond premium will
depend on the certificateholder's purchase price and the payments remaining to
be made on the certificate at the time of its acquisition by the
certificateholder. If you acquire an interest in any class of offered
certificates issued at a premium, you should consider consulting your own tax
advisor regarding the possibility of making an election to amortize the premium.
See "Material Federal Income Tax Consequences--REMICs--Taxation of Owners of
REMIC Regular Certificates--Premium" in the accompanying prospectus.

     When determining the rate of accrual of original issue discount and market
discount and the amortization of premium, if any, with respect to the series
2004-PWR6 certificates for federal income tax purposes, the prepayment
assumption used will be that following any date of determination:

     o   the mortgage loans with anticipated repayment dates will be paid in
         full on those dates,

     o   no mortgage loan in the trust will otherwise be prepaid prior to
         maturity, and

     o   there will be no extension of maturity for any mortgage loan in the
         trust.

     For a more detailed discussion of the federal income tax aspects of
investing in the offered certificates, see "Material Federal Income Tax
Consequences" in each of this prospectus supplement and the accompanying
prospectus.

     Prepayment premiums and yield maintenance charges actually collected on the
underlying mortgage loans will be paid on the offered certificates as and to the
extent described in this prospectus supplement. It is not entirely clear under
the Internal Revenue Code when the amount of a prepayment premium or yield
maintenance charge should be taxed to the holder of a class of offered
certificates entitled to that amount. For federal income tax reporting purposes,
the tax administrator will report prepayment premiums or yield maintenance
charges as income to the holders of a class of offered certificates entitled
thereto only after the applicable master servicer's actual receipt of those
amounts. The IRS may nevertheless seek to require that an assumed amount of
prepayment premiums and yield maintenance charges be included in payments
projected to be made on the offered certificates and that the taxable income be
reported based on the projected constant yield to maturity of the offered
certificates. Therefore, the projected prepayment premiums and yield maintenance
charges would be included prior to their actual receipt by holders of the
offered certificates. If the projected prepayment premiums and yield maintenance
charges were not actually received, presumably the holder of an offered
certificate would be allowed to claim a deduction or reduction in gross income
at the time the unpaid prepayment premiums and yield maintenance charges had
been projected to be received. Moreover, it appears that prepayment premiums and
yield maintenance charges are to be treated as ordinary income rather than
capital gain. However, the correct characterization of the income is not
entirely clear. We recommend you consult your own tax advisors concerning the
treatment of prepayment premiums and yield maintenance charges.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

     Except to the extent noted below, offered certificates held by a real
estate investment trust ("REIT") will be "real estate assets" within the meaning
of section 856(c)(5)(B) of the Internal Revenue Code in the same proportion that
the assets of the trust would be so treated. In addition, interest, including
original issue discount, if any, on offered certificates held by a REIT will be
interest described in section 856(c)(3)(B) of the Internal Revenue Code to the
extent that those certificates are treated as "real estate assets" within the
meaning of section 856(c)(5)(B) of the Internal Revenue Code.

     Most of the mortgage loans to be included in the trust are not secured by
real estate used for residential or other purposes prescribed in section
7701(a)(19)(C) of the Internal Revenue Code. Consequently, in general, it
appears that the offered certificates will be treated as assets qualifying under
that section to only a limited extent. Accordingly, investment in the offered
certificates may not be suitable for a thrift institution seeking to be treated
as a "domestic building and loan


                                     S-136



association" under section 7701(a)(19)(C) of the Internal Revenue Code. The
offered certificates will be treated as "qualified mortgages" for another REMIC
under section 860G(a)(3)(C) of the Internal Revenue Code.

     To the extent an offered certificate represents ownership of an interest in
a mortgage loan that is secured in part by the related borrower's interest in a
bank account, that mortgage loan is not secured solely by real estate.
Therefore:

     o   a portion of that certificate may not represent ownership of "loans
         secured by an interest in real property" or other assets described in
         section 7701(a)(19)(C) of the Internal Revenue Code;

     o   a portion of that certificate may not represent ownership of "real
         estate assets" under section 856(c)(5)(B) of the Internal Revenue Code;
         and

     o   the interest on that certificate may not constitute "interest on
         obligations secured by mortgages on real property" within the meaning
         of section 856(c)(3)(B) of the Internal Revenue Code.

     In addition, most of the mortgage loans that we intend to include in the
trust contain defeasance provisions under which the lender may release its lien
on the collateral securing the mortgage loan in return for the borrower's pledge
of substitute collateral in the form of Government Securities. Generally, under
the Treasury regulations, if a REMIC releases its lien on real property that
secures a qualified mortgage, that mortgage ceases to be a qualified mortgage on
the date the lien is released unless certain conditions are satisfied. In order
for the mortgage loan to remain a qualified mortgage, the Treasury regulations
require that--

     (1) the borrower pledges substitute collateral that consist solely of
         Government Securities;

     (2) the mortgage loan documents allow that substitution;

     (3) the lien is released to facilitate the disposition of the property or
         any other customary commercial transaction, and not as part of an
         arrangement to collateralize a REMIC offering with obligations that are
         not real estate mortgages; and

     (4) the release is not within two years of the startup day of the REMIC.

     Following the defeasance of a mortgage loan, regardless of whether the
foregoing conditions were satisfied, that mortgage loan would not be treated as
a "loan secured by an interest in real property" or a "real estate asset" and
interest on that loan would not constitute "interest on obligations secured by
real property" for purposes of sections 7701(a)(19)(C), 856(c)(5)(B) and
856(c)(3)(B) of the Internal Revenue Code, respectively.

     See "Material Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates" in the accompanying prospectus.

     For further information regarding the federal income tax consequences of
investing in the offered certificates, see "Material Federal Income Tax
Consequences" in the accompanying prospectus.

                              ERISA CONSIDERATIONS


     ERISA and the Internal Revenue Code impose requirements on Plans that are
subject to ERISA and/or Section 4975 of the Internal Revenue Code. ERISA imposes
duties on persons who are fiduciaries of Plans subject to ERISA and prohibits
selected transactions between a Plan and Parties in Interest with respect to
such Plan. Under ERISA, any person who exercises any authority or control
respecting the management or disposition of the assets of a Plan, and any person
who provides investment advice with respect to such assets for a fee, is a
fiduciary of such Plan. Governmental plans (as defined in Section 3(32) of
ERISA) are not subject to the prohibited transactions restrictions of ERISA and
the Internal Revenue Code. However, such plans may be subject to similar
provisions of applicable federal, state or local law.


                                     S-137



PLAN ASSETS

     Neither ERISA nor the Internal Revenue Code defines the term "plan assets".
However, the DOL has issued a final regulation (29 C.F.R. Section 2510.3-101)
concerning the definition of what constitutes the assets of a Plan. That DOL
regulation provides that, as a general rule, the underlying assets and
properties of corporations, partnerships, trusts and certain other entities in
which a Plan makes an "equity" investment will be deemed for certain purposes,
including the prohibited transaction provisions of ERISA and Section 4975 of the
Internal Revenue Code, to be assets of the investing Plan unless certain
exceptions apply. Under the terms of the regulation, if the assets of the trust
were deemed to constitute plan assets by reason of a Plan's investment in
offered certificates, such plan assets would include an undivided interest in
the pooled mortgage loans and any other assets of the trust. If the pooled
mortgage loans or other trust assets constitute plan assets, then any party
exercising management or discretionary control regarding those assets may be
deemed to be a "fiduciary" with respect to those assets, and thus subject to the
fiduciary requirements and prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code with respect to the pooled mortgage
loans and other trust assets.

     Bear Stearns Commercial Mortgage Securities II Inc., the underwriters, the
master servicers, the primary servicer, the special servicer, any party
responsible for the servicing and administration of the Non-Trust-Serviced
Pooled Mortgage Loan or any related REO Property and certain of their respective
affiliates might be considered or might become fiduciaries or other Parties in
Interest with respect to investing Plans. Moreover, the trustee, the certificate
administrator, the fiscal agent, the series 2004-PWR6 controlling class
representative, or any insurer, primary insurer or other issuer of a credit
support instrument relating to the primary assets in the trust, or certain of
their respective affiliates, might be considered fiduciaries or other Parties in
Interest with respect to investing Plans. In the absence of an applicable
exemption, "prohibited transactions" within the meaning of ERISA and Section
4975 of the Internal Revenue Code could arise if offered certificates were
acquired by, or with "plan assets" of, a Plan with respect to which any such
person is a Party in Interest.

     In addition, an insurance company proposing to acquire or hold offered
certificates with assets of its general account should consider the extent to
which such acquisition or holding would be subject to the requirements of ERISA
and Section 4975 of the Internal Revenue Code under John Hancock Mutual Life
Insurance Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), and Section
401(c) of ERISA, as amended by the Small Business Job Protection Act of 1996,
Public Law No. 104-188, and subsequent DOL and judicial guidance. See
"--Insurance Company General Accounts" below.

SPECIAL EXEMPTION APPLICABLE TO THE OFFERED CERTIFICATES

     With respect to the acquisition and holding of the offered certificates,
the DOL has granted the Underwriter Exemption to Bear, Stearns & Co. Inc.,
Morgan Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith
Incorporated. The Underwriter Exemption generally exempts from certain of the
prohibited transaction rules of ERISA and Section 4975 of the Internal Revenue
Code transactions relating to:

     o   the initial purchase, the holding, and the subsequent resale by Plans
         of certificates evidencing interests in pass-through trusts; and

     o   transactions in connection with the servicing, management and operation
         of such trusts,

provided that the assets of such trusts consist of certain secured receivables,
loans and other obligations that meet the conditions and requirements of the
Underwriter Exemption.

         The assets covered by the Underwriter Exemption include mortgage loans
such as the pooled mortgage loans and fractional undivided interests in such
loans.

         The Underwriter Exemption as applicable to the offered certificates
sets forth the following five general conditions which must be satisfied for
exemptive relief:

     o   the acquisition of the offered certificates by a Plan must be on terms,
         including the price 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;


                                     S-138



     o   the offered certificates acquired by the Plan must have received a
         rating at the time of such acquisition that is in one of the four
         highest generic rating categories from Moody's, S&P or Fitch, Inc.;

     o   the trustee cannot be an affiliate of any other member of the
         Restricted Group, other than an underwriter;

     o   the sum of all payments made to and retained by the underwriters in
         connection with the distribution of the offered certificates must
         represent not more than reasonable compensation for underwriting the
         certificates; the sum of all payments made to and retained by us in
         consideration of our assignment of the mortgage loans to the trust fund
         must represent not more than the fair market value of such mortgage
         loans; the sum of all payments made to and retained by the certificate
         administrator, tax administrator, the trustee, the master servicers,
         the special servicer and any sub-servicer must represent not more than
         reasonable compensation for such person's services under the series
         2004-PWR6 pooling and servicing agreement or other relevant servicing
         agreement and reimbursement of such person's reasonable expenses in
         connection therewith; and

     o   the Plan investing in the certificates must be an "accredited investor"
         as defined in Rule 501(a)(1) under the Securities Act of 1933, as
         amended.

     A fiduciary of a Plan contemplating purchasing any of the offered
certificates in the secondary market must make its own determination that at the
time of such acquisition, such certificates continue to satisfy the second
general condition set forth above. We expect that the third general condition
set forth above will be satisfied with respect to the offered certificates. A
fiduciary of a Plan contemplating purchasing any of the offered certificates
must make its own determination that the first, second, fourth and fifth general
conditions set forth above will be satisfied with respect to such certificates.

     Before purchasing any of the offered certificates, a fiduciary of a Plan
should itself confirm (a) that such certificates constitute "securities" for
purposes of the Underwriter Exemption and (b) that the specific and general
conditions of the Underwriter Exemption and the other requirements set forth in
the Underwriter Exemption would be satisfied. In addition to making its own
determination as to the availability of the exemptive relief provided in the
Underwriter Exemption, the Plan fiduciary should consider the availability of
other prohibited transaction exemptions.

     Moreover, the Underwriter Exemption provides relief from certain
self-dealing/conflict of interest prohibited transactions, but only if, among
other requirements:

     o   the investing Plan fiduciary or its affiliates is an obligor with
         respect to five percent or less of the fair market value of the
         obligations contained in the trust;

     o   the Plan's investment in each class of series 2004-PWR6 certificates
         does not exceed 25% of all of the certificates outstanding of that
         class at the time of the acquisition;

     o   immediately after the acquisition, no more than 25% of the assets of
         the Plan are invested in certificates representing an interest in one
         or more trusts containing assets sold or serviced by the same entity;

     o   in connection with the acquisition of certificates in the initial
         offering, at least 50% of each class of certificates in which Plans
         invest and of the aggregate interests in the trust are acquired by
         persons independent of the Restricted Group; and

     o   the Plan is not sponsored by a member of the Restricted Group.

INSURANCE COMPANY GENERAL ACCOUNTS

         Based on the reasoning of the United States Supreme Court in John
Hancock Life Ins. Co. v. Harris Trust and Savings Bank, an insurance company's
general account may be deemed to include assets of the Plans investing in the
general account (e.g., through the purchase of an annuity contract), and the
insurance company might be treated as a Party in Interest with respect to a Plan
by virtue of such investment. Any investor that is an insurance company using
the assets of an insurance company general account should note that the Small
Business Job Protection Act of 1996 added Section 401(c) of


                                     S-139



ERISA relating to the status of the assets of insurance company general accounts
under ERISA and Section 4975 of the Internal Revenue Code. Pursuant to Section
401(c), the Department of Labor issued final regulations effective January 5,
2000 with respect to insurance policies issued on or before December 31, 1998
that are supported by an insurer's general account. As a result of these
regulations, assets of an insurance company general account will not be treated
as "plan assets" for purposes of the fiduciary responsibility provisions of
ERISA and Section 4975 of the Internal Revenue Code to the extent such assets
relate to contracts issued to employee benefit plans on or before December 31,
1998, if the insurer satisfies various conditions.

     Any assets of an insurance company general account which support insurance
policies or annuity contracts issued to Plans after December 31, 1998, or on or
before that date for which the insurer does not comply with the 401(c)
Regulations, may be treated as "plan assets" of such Plans. Because Section
401(c) does not relate to insurance company separate accounts, separate account
assets continue to be treated as "plan assets" of any Plan that is invested in
such separate account. Insurance companies contemplating the investment of
general account assets in any class of certificates that is not rated at least
"Baa3" by Moody's or "BBB-" by S&P should consult with their legal counsel with
respect to the applicability of Section 401(c).

     Accordingly, any insurance company that acquires or holds any offered
certificate shall be deemed to have represented and warranted to us, the
trustee, the certificate administrator, the fiscal agent, each master servicer
and the special servicer that (1) such acquisition and holding is permissible
under applicable law, satisfies the requirements of the Underwriter Exemption,
will not constitute or result in a non-exempt prohibited transaction under ERISA
or Section 4975 of the Internal Revenue Code, and will not subject us, the
trustee, the certificate administrator, the fiscal agent, either master
servicer, the special servicer or the primary servicer to any obligation in
addition to those undertaken in the series 2004-PWR6 pooling and servicing
agreement, or (2) the source of funds used to acquire and hold such certificates
is an "insurance company general account", as defined in DOL Prohibited
Transaction Class Exemption 95-60, and the applicable conditions set forth in
Sections I and III of PTCE 95-60 have been satisfied.

GENERAL INVESTMENT CONSIDERATIONS

     Prospective Plan investors should consult with their legal counsel
concerning the impact of ERISA, Section 4975 of the Internal Revenue Code or any
corresponding provisions of applicable federal, state or local law, the
applicability of the Underwriter Exemption or other exemptive relief, and the
potential consequences to their specific circumstances, prior to making an
investment in the offered certificates. Moreover, each Plan fiduciary should
determine whether, under the general fiduciary standards of ERISA regarding
prudent investment procedure and diversification, 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.

                                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 or other restrictions.
The uncertainties referred to 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 to determine
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 accompanying prospectus.


                                     S-140



                                 USE OF PROCEEDS


         We will use the net proceeds from the sale of offered certificates to
pay part of the purchase price of the mortgage loans that we intend to include
in the trust fund.

                              PLAN OF DISTRIBUTION

         Under the terms and subject to the conditions set forth in an
underwriting agreement dated the date hereof, each underwriter has agreed to
purchase from us and we have agreed to sell to each underwriter its allocable
share, specified in the following table, of each class of the offered
certificates. The underwriting agreement provides that the underwriters are
obligated to purchase all the offered certificates, if any are purchased.



                UNDERWRITER                     CLASS A-1         CLASS A-2         CLASS A-3         CLASS A-4
---------------------------------------      ---------------   ---------------  ---------------    ---------------

Bear, Stearns & Co. Inc.                     $    30,057,750   $    21,460,950  $    20,646,900    $    56,438,100
Morgan Stanley & Co. Incorporated            $    30,057,750   $    21,460,950  $    20,646,900    $    56,438,100
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated                               $     3,339,750   $     2,384,550  $     2,294,100    $     6,270,900
Wells Fargo Brokerage Services, LLC          $     3,339,750   $     2,384,550  $     2,294,100    $     6,270,900
                                             ---------------   ---------------  ---------------    ---------------
TOTAL                                        $    66,795,000   $    47,691,000  $    45,882,000    $   125,418,000




                UNDERWRITER                     CLASS A-5         CLASS A-6         CLASS X-2         CLASS A-J
---------------------------------------      ---------------   ---------------  ---------------    ---------------

Bear, Stearns & Co. Inc.                     $    25,101,000   $   230,422,950  $    464,184,900   $    31,210,650
Morgan Stanley & Co. Incorporated            $    25,101,000   $   230,422,950  $    464,184,900   $    31,210,650
Merrill Lynch, Pierce, Fenner & Smith
  Incorporated                               $     2,789,000   $    25,602,550  $     51,576,100   $     3,467,850
Wells Fargo Brokerage Services, LLC          $     2,789,000   $    25,602,550  $     51,576,100   $     3,467,850
                                             ---------------   ---------------  ----------------   ---------------
TOTAL                                        $    55,780,000   $   512,051,000  $  1,031,522,000   $    69,357,000



     Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated, Merrill Lynch,
Pierce, Fenner & Smith Incorporated and Wells Fargo Brokerage Services, LLC are
the underwriters of this offering. Bear, Stearns & Co. Inc. and Morgan Stanley &
Co. Incorporated will act as co-lead and co-bookrunning managers and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Brokerage Services,
LLC will act as co-managers.

     The underwriting agreement provides that the obligations of the
underwriters are subject to conditions precedent, and that the underwriters
severally will be obligated to purchase all of the offered certificates if any
are purchased. In the event of a default by an underwriter, the underwriting
agreement provides that the purchase commitment of the non-defaulting
underwriter may be increased. We expect to receive from this offering
approximately $967,182,324 in sale proceeds, plus accrued interest on the
offered certificates from and including December 1, 2004, before deducting
expenses payable by us.

     The underwriters have advised us that they will propose to offer the
offered certificates from time to time for sale in one or more negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. The underwriters may effect such transactions by selling such classes of
offered certificates to or through dealers and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the underwriters and any purchasers of such classes of offered certificates
for whom they may act as agent.

     The offered certificates are offered by the underwriters when, as and if
issued by us, delivered to and accepted by the underwriters and subject to their
right to reject orders in whole or in part. It is expected that delivery of the
offered certificates will be made in book-entry form through the facilities of
DTC against payment therefor on or about December 21, 2004.

     The underwriters and any dealers that participate with the underwriters in
the distribution of the offered certificates may be deemed to be underwriters,
and any discounts or commissions received by them and any profit on the resale
of such


                                     S-141



classes of offered certificates by them may be deemed to be underwriting
discounts or commissions, under the Securities Act of 1933, as amended.

     We have agreed to indemnify the underwriters against civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the underwriters may be required to make in respect
thereof.

     The underwriters (exclusive of Wells Fargo Brokerage Services, LLC)
currently intend to make a secondary market in the offered certificates, but
they are not obligated to do so.

     Bear Stearns Commercial Mortgage Securities II Inc. is an affiliate of
Bear, Stearns & Co. Inc., one of the underwriters, and of Bear Stearns
Commercial Mortgage, Inc., one of the mortgage loan sellers.

                                  LEGAL MATTERS


     The validity of the offered certificates and certain federal income tax
matters will be passed upon by Cadwalader, Wickersham & Taft LLP, New York, New
York, and certain other legal matters will be passed upon for the underwriters
by Sidley Austin Brown & Wood LLP, New York, New York.

                                     RATINGS


     It is a condition to their issuance that the respective classes of offered
certificates be rated as follows:

        CLASS                  MOODY'S                S&P
        -----                  -------                ---
         A-1                     Aaa                  AAA
         A-2                     Aaa                  AAA
         A-3                     Aaa                  AAA
         A-4                     Aaa                  AAA
         A-5                     Aaa                  AAA
         A-6                     Aaa                  AAA
         X-2                     Aaa                  AAA
         A-J                     Aaa                  AAA


     The ratings on the offered certificates address the likelihood of--

     o   the timely receipt by their holders of all distributions of interest to
         which they are entitled on each distribution date, and

     o   except in the case of the class X-2 certificates, the ultimate receipt
         by their holders of all distributions of principal to which they are
         entitled on or before the distribution date in November 2041, which is
         the rated final distribution date.

     The ratings on the offered certificates take into consideration--

     o   the credit quality of the pooled mortgage loans,

     o   structural and legal aspects associated with the offered certificates,
         and

     o   the extent to which the payment stream from the pooled mortgage loans
         is adequate to make distributions of interest and principal required
         under the offered certificates.


                                     S-142



     The ratings on the respective classes of offered certificates do not
represent any assessment of--

     o   the tax attributes of the offered certificates or of the trust fund,

     o   whether or to what extent prepayments of principal may be received on
         the pooled mortgage loans,

     o   the likelihood or frequency of prepayments of principal on the pooled
         mortgage loans,

     o   the degree to which the amount or frequency of prepayments of principal
         on the pooled mortgage loans might differ from those originally
         anticipated,

     o   whether or to what extent the interest payable on any class of offered
         certificates may be reduced in connection with Net Aggregate Prepayment
         Interest Shortfalls or whether any compensating interest payments will
         be made, and

     o   whether and to what extent Default Interest or Post-ARD Additional
         Interest will be received.

     Also, a security rating does not represent any assessment of the yield to
maturity that investors may experience in the event of rapid prepayments and/or
other liquidations of the pooled mortgage loans. In general, the ratings on the
offered certificates address credit risk and not prepayment risk. As described
in this prospectus supplement, the amounts payable with respect to the class X-2
certificates consist primarily of interest. Even if the entire mortgage pool
were to prepay in the initial month, with the result that the class X-2
certificateholders receive only a single month's interest payment and,
accordingly, suffer a nearly complete loss of their investments, all amounts due
to those certificateholders will nevertheless have been paid. This result would
be consistent with the respective ratings assigned to the class X-2
certificates. The total notional amount of the class X-2 may be reduced in
connection with each reduction in the total principal balance of any class of
series 2004-PWR6 principal balance certificates that (in whole or in part) forms
a part of the total notional amount of the class X-2 certificates, whether as a
result of payments of principal or in connection with Realized Losses and
Additional Trust Fund Expenses. The ratings of the class X-2 certificates do not
address the timing or magnitude of reduction of the total notional amount of
those certificates, but only the obligation to pay interest timely on that
notional amount as so reduced from time to time.

     There can be no assurance as to whether any rating agency not requested to
rate the offered certificates will nonetheless issue a rating to any class 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 us to do so may be lower than the rating assigned thereto by Moody's or S&P.

     The ratings on the offered certificates should be evaluated independently
from similar ratings on other types of securities. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision or
withdrawal at any time by the assigning rating organization. Each security
rating should be evaluated independently of any other security rating. See
"Ratings" in the accompanying prospectus.


                                     S-143




                                    GLOSSARY


     "11 Penn Plaza Intercreditor Agreement" means the intercreditor agreement
between the initial holders of the 11 Penn Plaza Pooled Mortgage Loan and the 11
Penn Plaza Non-Pooled Pari Passu Companion Loan.

     "11 Penn Plaza Loan Group" means the 11 Penn Plaza Pooled Mortgage Loan and
the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan, together.

     "11 Penn Plaza Mortgaged Property" means the mortgaged property identified
on Appendix B to this prospectus supplement as 11 Penn Plaza.

     "11 Penn Plaza Non-Pooled Pari Passu Companion Loan" means the loan in the
original principal amount of $95,000,000 that is secured by the same mortgage
instrument encumbering the 11 Penn Plaza Mortgaged Property as the 11 Penn Plaza
Pooled Mortgage Loan and is pari passu in right of payment with the 11 Penn
Plaza Pooled Mortgage Loan. The 11 Penn Plaza Non-Pooled Pari Passu Companion
Loan will not be part of the mortgage pool and will not be considered a pooled
mortgage loan.

     "11 Penn Plaza Pooled Mortgage Loan" means the pooled mortgage loan secured
by the 11 Penn Plaza Mortgaged Property.

     "30/360 Basis" means the accrual of interest based on a 360-day year
consisting of twelve 30-day months.

     "ABN AMRO" means ABN AMRO Bank N.V.

     "Actual/360 Basis" means the accrual of interest based on the actual number
of days elapsed during each one-month accrual period in a year assumed to
consist of 360 days.

     "Additional Trust Fund Expense" means an expense of the trust fund that--

     o   arises out of a default on a mortgage loan or an otherwise
         unanticipated event,

     o   is not included in the calculation of a Realized Loss,

     o   is not covered by a servicing advance or a corresponding collection
         from the related borrower, and

     o   is not covered by late payment charges or Default Interest collected on
         the pooled mortgage loans (to the extent such coverage is provided for
         in the series 2004-PWR6 pooling and servicing agreement).

     We provide some examples of Additional Trust Fund Expenses under
"Description of the Offered Certificates--Reductions of Certificate Principal
Balances in Connection with Realized Losses and Additional Trust Fund Expenses"
in this prospectus supplement.

     "Administrative Fee Rate" means, for each pooled mortgage loan, the sum of
the servicer report administrator fee rate, the trustee fee rate and the
applicable master servicing fee rate under the series 2004-PWR6 pooling and
servicing agreement and, in the case of the Non-Trust-Serviced Pooled Mortgage
Loan, the rate at which comparable administrative fees payable under the
Non-Trust Servicing Agreement accrue (which comparable administrative fees
accrue at a rate equal to 0.03% per annum). The master servicing fee rate will
include any primary servicing fee rate.


                                     S-144



     "Appraisal Reduction Amount" means for any pooled mortgage loan (other than
the Non-Trust-Serviced Pooled Mortgage Loan and except as described below with
respect to the Trust-Serviced Mortgage Loan Group) as to which an Appraisal
Trigger Event has occurred, an amount that:

     o   will be determined shortly following the later of--

         1.    the date on which the relevant appraisal or other valuation is
               obtained or performed, as described under "Servicing Under the
               Series 2004-PWR6 Pooling and Servicing Agreement--Required
               Appraisals" in this prospectus supplement; and

         2.    the date on which the relevant Appraisal Trigger Event occurred;
               and

     o   will generally equal the excess, if any, of "x" over "y" where--

         1.    "x" is equal to the sum of:

               (a)  the Stated Principal Balance of that mortgage loan;

               (b)  to the extent not previously advanced by or on behalf of the
                    applicable master servicer, the trustee or the fiscal agent,
                    all unpaid interest, other than any Default Interest and
                    Post-ARD Additional Interest, accrued on that mortgage loan
                    through the most recent due date prior to the date of
                    determination;

               (c)  all accrued but unpaid special servicing fees with respect
                    to that mortgage loan;

               (d)  all related unreimbursed advances made by or on behalf of
                    the applicable master servicer, the special servicer, the
                    trustee or the fiscal agent with respect to that mortgage
                    loan, together with interest on those advances;

               (e)  any other outstanding Additional Trust Fund Expenses with
                    respect to that mortgage loan; and

               (f)  all currently due and unpaid real estate taxes and
                    assessments, insurance premiums and, if applicable, ground
                    rents with respect to the related mortgaged property or REO
                    Property, for which neither the applicable master servicer
                    nor the special servicer holds any escrow funds or reserve
                    funds; and

         2.    "y" is equal to the sum of:

               (a)  the excess, if any, of 90% of the resulting appraised or
                    estimated value of the related mortgaged property or REO
                    Property, over the amount of any obligations secured by
                    liens on the property that are prior to the lien of that
                    mortgage loan;

               (b)  the amount of escrow payments and reserve funds held by the
                    applicable master servicer or the special servicer with
                    respect to the subject mortgage loan that--

                    o    are not required to be applied to pay real estate taxes
                         and assessments, insurance premiums or ground rents,

                    o    are not otherwise scheduled to be applied (except to
                         pay debt service on the mortgage loan) within the next
                         12 months, and

                    o    may be applied toward the reduction of the principal
                         balance of the mortgage loan; and

               (c)  the amount of any letter of credit that constitutes
                    additional security for the mortgage loan that may be used
                    to reduce the principal balance of the subject mortgage
                    loan.


                                     S-145



     If, however--

     o   an Appraisal Trigger Event occurs with respect to any pooled mortgage
         loan (other than, if applicable, the Non-Trust-Serviced Pooled Mortgage
         Loan),

     o   the appraisal or other valuation referred to in the first bullet of
         this definition is not obtained or performed with respect to the
         related mortgaged property or REO Property within 60 days of the
         Appraisal Trigger Event referred to in the first bullet of this
         definition, and

     o   either--

         1.  no comparable appraisal or other valuation had been obtained or
             performed with respect to the related mortgaged property or REO
             Property, as the case may be, during the 12-month period prior to
             that Appraisal Trigger Event, or

         2.  there has been a material change in the circumstances surrounding
             the related mortgaged property or REO Property, as the case may be,
             subsequent to the earlier appraisal or other valuation that, in the
             special servicer's judgment, materially affects the property's
             value,

then until the required appraisal or other valuation is obtained or performed,
the appraisal reduction amount for the subject mortgage loan will equal 25% of
the Stated Principal Balance of the subject mortgage loan. After receipt of the
required appraisal or other valuation with respect to the related mortgaged
property or REO Property, the special servicer will determine the appraisal
reduction amount, if any, for the subject pooled mortgage loan as described in
the first sentence of this definition.

         In the case of the 11 Penn Plaza Pooled Mortgage Loan, any Appraisal
Reduction Amount will generally be calculated in a manner that takes account of
the indebtedness associated with both the 11 Penn Plaza Pooled Mortgage Loan and
the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan and allocated between
those mortgage loans pro rata according to their outstanding principal balances.

         An Appraisal Reduction Amount as calculated above will be reduced to
zero as of the date all Servicing Transfer Events have ceased to exist with
respect to the related pooled mortgage loan and at least 90 days have passed
following the occurrence of the most recent Appraisal Trigger Event. No
Appraisal Reduction Amount as calculated above will exist as to any pooled
mortgage loan after it has been paid in full, liquidated, repurchased or
otherwise disposed of.

         Any Appraisal Reduction Amount with respect to the Non-Trust-Serviced
Pooled Mortgage Loan for purposes of monthly debt service advances will be the
amount calculated under the Non-Trust Servicing Agreement and will, in general,
equal a proportionate share, by balance, of an amount calculated with respect to
the Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled Pari
Passu Companion Loans in a manner similar to, but not exactly the same as, that
described in the first sentence of this definition, except that the entire
outstanding balance of the related Mortgage Loan Group will be taken into
account and the resulting Appraisal Reduction Amount will be allocated to each
mortgage loan that forms a part of that Mortgage Loan Group on a pari passu
basis.

         "Appraisal Trigger Event" means, with respect to any pooled mortgage
loan (other than the Non-Trust-Serviced Pooled Mortgage Loan), any of the
following events:

     o   the occurrence of a Servicing Transfer Event and the modification of
         the mortgage loan by the special servicer in a manner that--

         1.    materially affects the amount or timing of any payment of
               principal or interest due thereon, other than, or in addition to,
               bringing monthly debt service payments current with respect to
               the mortgage loan;

         2.    except as expressly contemplated by the related mortgage loan
               documents, results in a release of the lien of the related
               mortgage instrument on any material portion of the related
               mortgaged property without a corresponding principal prepayment
               in an amount, or the delivery of substitute real property


                                     S-146



               collateral with a fair market value (as is), that is not less
               than the fair market value (as is) of the property to be
               released, or

         3.    in the judgment of the special servicer, otherwise materially
               impairs the security for the mortgage loan or materially reduces
               the likelihood of timely payment of amounts due thereon;

     o   the mortgaged property securing the mortgage loan becomes an REO
         Property;

     o   the related borrower becomes the subject of (1) voluntary bankruptcy,
         insolvency or similar proceedings or (2) involuntary bankruptcy,
         insolvency or similar proceedings that remain undismissed for 60 days;

     o   the related borrower fails to make any monthly debt service payment
         with respect to the mortgage loan, which failure remains unremedied for
         60 days, and the failure constitutes a Servicing Transfer Event; and

     o   the passage of 60 days after a receiver or similar official is
         appointed and continues in that capacity with respect to the mortgaged
         property securing the mortgage loan.

     The "Appraisal Trigger Event" (or the equivalent) with respect to the
Lincoln Square Loan Group is defined under the Non-Trust Servicing Agreement and
the relevant events are similar to, but may differ from, those specified above.

     "Appraised Value" means, for any mortgaged property securing a pooled
mortgage loan, the value estimate reflected in the most recent appraisal
obtained by or otherwise in the possession of the related mortgage loan seller
as of the cut-off date. The appraisals for certain of the mortgaged properties
state a "stabilized value" as well as (or, in one case, in lieu of) an "as-is"
value for such properties based on the assumption that certain events will occur
with respect to the re-tenanting, renovation or other repositioning of such
properties. The stabilized value is presented as the Appraised Value in this
prospectus supplement only in cases where such events have occurred.

     "ARCap" means ARCap Servicing, Inc., formerly ARCap Special Servicing, Inc.


     "ARD" means anticipated repayment date.

     "ARD Loan" means any mortgage loan that provides for the accrual of
Post-ARD Additional Interest if the mortgage loan is not paid in full on or
prior to its anticipated repayment date.

     "Authorized Collection Account Withdrawals" means any withdrawal from a
collection account for any one or more of the following purposes (which are
generally not governed by any set of payment priorities):

     1.  to remit to the certificate administrator for deposit in the
         certificate administrator's distribution account described under
         "Description of the Offered Certificates--Distribution Account" in this
         prospectus supplement, on the business day preceding each distribution
         date, all payments and other collections on the pooled mortgage loans
         and any related REO Properties that are then on deposit in that
         collection account, exclusive of any portion of those payments and
         other collections that represents one or more of the following--

         (a)   monthly debt service payments due on a due date in a calendar
               month subsequent to the month in which the subject distribution
               date occurs,

         (b)   with limited exceptions involving the Non-Trust-Serviced Pooled
               Mortgage Loan, payments and other collections received by or on
               behalf of the trust fund after the end of the related collection
               period, and

         (c)   amounts that are payable or reimbursable from that collection
               account to any person other than the series 2004-PWR6
               certificateholders in accordance with any of clauses 2 through 6
               below;

     2.  to pay or reimburse one or more parties to the series 2004-PWR6 pooling
         and servicing agreement for unreimbursed servicing and monthly debt
         service advances, master servicing compensation, special servicing
         compensation and indemnification payments or reimbursement to which
         they are entitled (subject to any limitations on the source of funds
         that may be used to make such payment or reimbursement);


                                     S-147



     3.  to pay or reimburse any other items generally or specifically described
         in this prospectus supplement or the accompanying prospectus or
         otherwise set forth in the series 2004-PWR6 pooling and servicing
         agreement as being payable or reimbursable out of a collection account
         or otherwise being at the expense of the trust fund (including interest
         that accrued on advances, costs associated with permitted environmental
         remediations, unpaid expenses incurred in connection with the sale or
         liquidation of a pooled mortgage loan or REO Property, amounts owed by
         the trust fund to a third party pursuant to any co-lender,
         intercreditor or other similar agreement, the costs of various opinions
         of counsel and tax-related advice and costs incurred in the
         confirmation of Fair Value determinations);

     4.  to remit to any third party that is entitled thereto any mortgage loan
         payments that are not owned by the trust fund, such as any payments
         attributable to the period before the cut-off date and payments that
         are received after the sale or other removal of a pooled mortgage loan
         from the trust fund;

     5.  to withdraw amounts deposited in the collection account in error; and

     6.  to clear and terminate the collection account upon the termination of
         the series 2004-PWR6 pooling and servicing agreement.

     "Available Distribution Amount" means, with respect to any distribution
date, in general, the sum of--

     1.  the amounts remitted by the two master servicers to the certificate
         administrator for such distribution date, as described under
         "Description of the Offered Certificates--Distribution
         Account--Deposits" in this prospectus supplement, exclusive of any
         portion thereof that represents one or more of the following:

         o     Prepayment Premiums or Yield Maintenance Charges (which are
               separately distributable on the series 2004-PWR6 certificates as
               described in this prospectus supplement);

         o     any collections of Post-ARD Additional Interest (which are
               distributable to the holders of the class V certificates); and

         o     any amounts that may be withdrawn from the certificate
               administrator's distribution account, as described under
               "Description of the Offered Certificates--Distribution
               Account--Withdrawals" in this prospectus supplement, for any
               reason other than distributions on the series 2004-PWR6
               certificates, including if such distribution date occurs during
               January, other than a leap year, or February of any year
               subsequent to 2004, the interest reserve amounts with respect to
               the pooled mortgage loans that accrue interest on an Actual/360
               Basis, which are to be deposited into the certificate
               administrator's interest reserve account; plus

     2.  if such distribution date occurs during March of any year subsequent to
         2004, the aggregate of the interest reserve amounts then on deposit in
         the certificate administrator's interest reserve account in respect of
         each pooled mortgage loan that accrues interest on an Actual/360 Basis,
         which are to be deposited into the certificate administrator's
         distribution account.

     The certificate administrator will apply the Available Distribution Amount
as described under "Description of the Offered Certificates--Distributions" in
this prospectus supplement to pay principal and accrued interest on the series
2004-PWR6 certificates on each distribution date.

     "BSCMI" means Bear Stearns Commercial Mortgage, Inc.

     "BSCMSI Series 2004-PWR4 Pooling and Servicing Agreement" means the pooling
and servicing agreement for the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-PWR4.

     "BSCMSI Series 2004-PWR5 Pooling and Servicing Agreement" means the pooling
and servicing agreement for the Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2004-PWR5.


                                     S-148



     "CBD" means, with respect to a particular jurisdiction, its central
business district.

     "Class A Principal Distribution Cross-Over Date" means the first
distribution date as of the commencement of business on which--

     o   two or more classes of the class A-1, A-2, A-3, A-4, A-5 and A-6
         certificates remain outstanding, and

     o   the total principal balance of the class A-J, B, C, D, E, F, G, H, J,
         K, L, M, N, P and Q certificates have previously been reduced to zero
         as described under "Description of the Offered Certificates--Reductions
         of Certificate Principal Balances in Connection with Realized Losses
         and Additional Trust Fund Expenses" in this prospectus supplement.

     "Clearstream" means Clearstream Banking, societe anonyme.

     "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then-outstanding principal
balance of a pool of mortgage loans (in this case, the pooled mortgage loans)
for the life of those loans. The CPR model is the prepayment model that we use
in this prospectus supplement.

     "Cut-off Date Loan-to-Value Ratio" or "Cut-off Date LTV Ratio" means, with
respect to any pooled mortgage loan, the ratio of--

     1.  the principal balance of the subject pooled mortgage loan and, in the
         case of the 11 Penn Plaza Pooled Mortgage Loan and the Lincoln Square
         Pooled Mortgage Loan, the principal balance of the related Non-Pooled
         Pari Passu Companion Loans, in each case as of the cut-off date, to

     2.  the Appraised Value of the mortgaged property or properties that secure
         the mortgage loans described in the bullet above;

     "Debt Service Coverage Ratio", "DSCR", "Underwritten Debt Service Coverage
Ratio" or "U/W DSCR" means:

     o   with respect to any pooled mortgage loan, other than the Lincoln Square
         Pooled Mortgage Loan, the ratio of--

         1.  the Underwritten Net Cash Flow for all of the mortgaged property or
             properties that secure the mortgage loan, to

         2.  twelve times the amount of the monthly debt service payment for the
             subject mortgage loan and, in the case of the 11 Penn Plaza Pooled
             Mortgage Loan, the principal balance of the related Non-Pooled Pari
             Passu Companion Loan, due on its due date in December 2004 (or
             January 2005, in the case of any mortgage loan that has its first
             due date in that month), whether or not the mortgage loan has an
             interest-only period that has not expired as of the cut-off date;

     o   with respect to the Lincoln Square Pooled Mortgage Loan, the ratio of--

         1.  the total Underwritten Net Cash Flow for the mortgaged property, to

         2.  twelve times the total payment of principal and interest due on all
             the mortgage loans in the related Mortgage Loan Group on the
             related due date in May 2006.

     "Default Interest" means any interest that--

     o   accrues on a defaulted mortgage loan solely by reason of the subject
         default, and

     o   is in excess of all interest at the related mortgage interest rate,
         including any Post-ARD Additional Interest, accrued on the mortgage
         loan.

     "DOL" means the U.S. Department of Labor.


                                     S-149



     "DTC" means The Depository Trust Company.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Plan" means any employee benefit plan, or other retirement plan,
arrangement or account, that is subject to the fiduciary responsibility
provisions of ERISA.

     "Euroclear" means The Euroclear System.

     "Euroclear Operator" means Euroclear Bank S.A./N.V. as the licensed
operator of Euroclear.

     "Event of Default" means, notwithstanding the discussion under "Description
of the Pooling and Servicing Agreements--Events of Default" in the accompanying
prospectus, each of the following events, circumstances and conditions under the
series 2004-PWR6 pooling and servicing agreement:

     o   either master servicer or the special servicer fails to deposit, or to
         remit to the appropriate party for deposit, into either master
         servicer's collection account or the special servicer's REO account, as
         applicable, any amount required to be so deposited, which failure
         continues unremedied for one business day following the date on which
         the deposit or remittance was required to be made;

     o   except if cured as described under "Servicing of the Mortgage Loans
         Under the Series 2004-PWR6 Pooling and Servicing Agreement--Servicing
         and Other Compensation and Payment of Expenses--Certain Remittance
         Provisions and Coverage for Related Potential Shortfalls" in this
         prospectus supplement, any failure by a master servicer to remit to the
         certificate administrator for deposit in the certificate
         administrator's distribution account any amount required to be so
         remitted, which failure continues unremedied beyond a specified time on
         the business day following the date on which the remittance was
         required to be made;

     o   any failure by a master servicer to timely make, or by the special
         servicer to timely make or request the applicable master servicer to
         make, any servicing advance required to be made by that party under the
         series 2004-PWR6 pooling and servicing agreement, which failure
         continues unremedied for one business day following the date on which
         notice has been given to that master servicer or the special servicer,
         as the case may be, by the trustee;

     o   any failure by a master servicer or the special servicer duly to
         observe or perform in any material respect any of its other covenants
         or agreements under the series 2004-PWR6 pooling and servicing
         agreement, which failure continues unremedied for 30 days after written
         notice of it has been given to that master servicer or special
         servicer, as the case may be, by any other party to the series
         2004-PWR6 pooling and servicing agreement or by series 2004-PWR6
         certificateholders entitled to not less than 25% of the series
         2004-PWR6 voting rights; provided, however, that, with respect to any
         such failure that is not curable within such 30-day period, that master
         servicer or special servicer, as the case may be, will have an
         additional cure period of 60 days to effect such cure so long as that
         master servicer or special servicer, as the case may be, has commenced
         to cure the failure within the initial 30-day period and has provided
         the trustee with an officer's certificate certifying that it has
         diligently pursued, and is continuing to pursue, a full cure;

     o   any breach on the part of a master servicer or special servicer of any
         of its representations or warranties contained in the series 2004-PWR6
         pooling and servicing agreement that materially and adversely affects
         the interests of any class of series 2004-PWR6 certificateholders,
         which breach continues unremedied for 30 days after written notice of
         it has been given to that master servicer or special servicer, as the
         case may be, by any other party to the series 2004-PWR6 pooling and
         servicing agreement, by series 2004-PWR6 certificateholders entitled to
         not less than 25% of the series 2004-PWR6 voting rights; provided,
         however, that, with respect to any such breach that is not curable
         within such 30-day period, that master servicer or special servicer, as
         the case may be, will have an additional cure period of 60 days to
         effect such cure so long as that master servicer or special servicer,
         as the case may be, has commenced to cure the failure within the


                                     S-150



         initial 30-day period and has provided the trustee with an officer's
         certificate certifying that it has diligently pursued, and is
         continuing to pursue, a full cure;

     o   the occurrence of any of various events of bankruptcy, insolvency,
         readjustment of debt, marshalling of assets and liabilities, or similar
         proceedings with respect to a master servicer or the special servicer,
         or the taking by a master servicer or the special servicer of various
         actions indicating its bankruptcy, insolvency or inability to pay its
         obligations;

     o   a master servicer or the special servicer receives actual knowledge
         that Moody's has (A) qualified, downgraded or withdrawn its rating or
         ratings of one or more classes of certificates, or (B) placed one or
         more classes of certificates on "watch status" in contemplation of
         possible rating downgrade or withdrawal (and such "watch status"
         placement shall not have been withdrawn by Moody's within 90 days of
         such actual knowledge by the applicable master servicer or the special
         servicer, as the case may be), and, in case of either of clause (A) or
         (B), citing servicing concerns with such master servicer or the special
         servicer as the sole or a material factor in such rating action; and

     o   a master servicer or a special servicer is removed from S&P's approved
         master servicer list or special servicer list, as the case may be and,
         in either case, is not reinstated within 60 days and the ratings then
         assigned by S&P to any class of series 2004-PWR6 certificates are
         downgraded, qualified or withdrawn (including, without limitation,
         being placed on negative credit watch) in connection with such removal.

     When a single entity acts as two or more of the capacities of the master
servicers and the special servicer, an Event of Default (other than an event
described in the final two bullets above) in one capacity will constitute an
Event of Default in both or all such capacities.

     "Exemption-Favored Party" means any of the following--


     o    Bear, Stearns & Co. Inc.,

     o    Morgan Stanley & Co. Incorporated,

     o    Merrill Lynch, Pierce, Fenner & Smith Incorporated,

     o    any person directly or indirectly, through one or more intermediaries,
          controlling, controlled by or under common control with Bear, Stearns
          & Co. Inc., Morgan Stanley & Co. Incorporated or Merrill Lynch,
          Pierce, Fenner & Smith Incorporated, and

     o    any member of the underwriting syndicate or selling group (including
          Wells Fargo Brokerage Services, LLC) of which a person described in
          the prior three bullets is a manager or co-manager with respect to any
          particular class of the offered certificates.

     "Fair Value" means the amount that, in the special servicer's judgment, is
the fair value of a Specially Designated Defaulted Pooled Mortgage Loan.

     "FF&E" means furniture, fixtures and equipment.

     "Financial Intermediary" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner
of securities.

     "Government Securities" means non-callable United States Treasury
obligations, and other non-callable government securities within the meaning of
section 2(a)(16) of the Investment Company Act of 1940, as amended.

     "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.


                                     S-151



     "IRS" means the Internal Revenue Service.

     "Issue Date" means the date of initial issuance of the series 2004-PWR6
certificates.

     "LaSalle" means LaSalle Bank National Association.

     "Leased Percentage" means the percentage of net rentable area, in the case
of mortgaged properties that are retail, office or industrial properties, or
units, in the case of mortgaged properties that are multifamily rental
properties or self-storage properties, or pads, in the case of mortgaged
properties that are manufactured housing communities, or rooms, in the case of
mortgaged properties that are hospitality properties, of the subject property
that were occupied or leased as of the Leased Percentage Date as reflected in
information provided by the related borrower.

     "Leased Percentage Date" means, with respect to any mortgaged property, the
date specified as such for that mortgaged property on Appendix B to this
prospectus supplement.

     "Lincoln Square Intercreditor Agreement" means the co-lender agreement
between the initial holders of the Lincoln Square Pooled Mortgage Loan and the
Lincoln Square Non-Pooled Pari Passu Companion Loans.

     "Lincoln Square Loan Group" means the Lincoln Square Pooled Mortgage Loan
and the Lincoln Square Non-Pooled Pari Passu Companion Loans, together.

     "Lincoln Square Non-Pooled Pari Passu Companion Loans" means the two loans
in the original principal amounts of $60,000,000 and $50,000,000, respectively,
that are secured by the same mortgage instrument encumbering the Lincoln Square
Mortgaged Property as the Lincoln Square Pooled Mortgage Loan and are pari passu
in right of payment with the Lincoln Square Pooled Mortgage Loan. The Lincoln
Square Non-Pooled Pari Passu Companion Loans will not be part of the mortgage
pool and will not be considered pooled mortgage loans.

     "Lincoln Square Pooled Mortgage Loan" means the pooled mortgage loan
secured by the Lincoln Square Mortgaged Property.

     "Lincoln Square Mortgaged Property" means the mortgaged property identified
on Appendix B to this prospectus supplement as Lincoln Square.

     "Lock-out Period" means, with respect to a mortgage loan, the period during
which voluntary principal prepayments are prohibited (even if the mortgage loan
may be defeased during that period).

     "LTV Ratio at Maturity" means, with respect to any pooled mortgage loan,
the ratio of--


         1.  the principal balance of the subject pooled mortgage loan and, in
             the case of the 11 Penn Plaza Pooled Mortgage Loan and the Lincoln
             Square Pooled Mortgage Loan, the principal balance of the related
             Non-Pooled Pari Passu Companion Loans, in each case on the
             scheduled maturity date or, in the case of an ARD Loan, the related
             anticipated repayment date, according to the payment schedule for
             the mortgage loan and otherwise assuming the absence of any
             prepayments, defaults or extensions, to

         2.  the Appraised Value of the mortgaged property or properties that
             secure the mortgage loans described in the bullet above;

     "Moody's" means Moody's Investors Service, Inc.

     "Mortgage Loan Group" means the 11 Penn Plaza Loan Group and the Lincoln
Square Loan Group.

     "Mortgage Loan Group Intercreditor Agreement" means the 11 Penn Plaza
Intercreditor Agreement and the Lincoln Square Intercreditor Agreement.


                                     S-152



     "Mortgage Pass-Through Rate" means, with respect to any pooled mortgage
loan for any distribution date, an annual rate generally equal to:

     o   in the case of a mortgage loan that accrues interest on a 30/360 Basis,
         a rate per annum equal to the mortgage interest rate for that mortgage
         loan as of the Issue Date, minus the Administrative Fee Rate for that
         mortgage loan.

     o   in the case of a mortgage loan that accrues interest on an Actual/360
         Basis, twelve times a fraction, expressed as a percentage--

         1.  the numerator of which fraction is, subject to adjustment as
             described below in this definition, an amount of interest equal to
             the product of (a) the number of days in the related interest
             accrual period, multiplied by (b) the Stated Principal Balance of
             that mortgage loan immediately preceding that distribution date,
             multiplied by (c) 1/360, multiplied by (d) a rate per annum equal
             to the mortgage interest rate for that mortgage loan as of the
             Issue Date, minus the related Administrative Fee Rate for that
             mortgage loan, and

         2.  the denominator of which is the Stated Principal Balance of that
             mortgage loan immediately preceding that distribution date.

     Notwithstanding the foregoing, if the subject distribution date occurs in
any January (except in a leap year) or in any February, then the amount of
interest referred to in the numerator of the fraction described in clause 1 of
the second bullet of the first paragraph of this definition will be decreased to
reflect any interest reserve amount with respect to the subject mortgage loan
that is transferred from the certificate administrator's distribution account to
the certificate administrator's interest reserve account during that month.
Furthermore, if the subject distribution date occurs during March, then the
amount of interest referred to in the numerator of the fraction described in
clause 1 of the second bullet of the first paragraph of this definition will be
increased to reflect any interest reserve amounts with respect to the subject
mortgage loan that are transferred from the certificate administrator's interest
reserve account to the certificate administrator's distribution account during
that month.

     The Mortgage Pass-Through Rate of each pooled mortgage loan:

     o   will not reflect any modification, waiver or amendment of that mortgage
         loan occurring subsequent to the Issue Date (whether entered into by
         the applicable master servicer, the special servicer or any other
         appropriate party or in connection with any bankruptcy, insolvency or
         other similar proceeding involving the related borrower), and

     o   in the case of an ARD Loan following its anticipated repayment date,
         will exclude the marginal increase in the mortgage interest rate by
         reason of the passage of the anticipated repayment date.

     "Nationwide Life" means Nationwide Life Insurance Company.

     "Net Aggregate Prepayment Interest Shortfall" means, with respect to any
distribution date, the excess, if any, of:

     o    the total Prepayment Interest Shortfalls incurred with respect to the
          pooled mortgage loans during the related collection period; over

     o    the sum of the total payments made by the master servicers to cover
          those Prepayment Interest Shortfalls.

     "Non-Pooled Mortgage Loan" means any of the 11 Penn Plaza Non-Pooled Pari
Passu Companion Loan and the Lincoln Square Non-Pooled Pari Passu Companion
Loans.

     "Non-Pooled Pari Passu Companion Loan" means any of the 11 Penn Plaza
Non-Pooled Pari Passu Companion Loan or the Lincoln Square Non-Pooled Pari Passu
Companion Loans.

     "Non-Trust-Serviced Pooled Mortgage Loan" means the Lincoln Square Pooled
Mortgage Loan.


                                     S-153



         "Non-Trust Servicing Agreement" means, with respect to the
Non-Trust-Serviced Pooled Mortgage Loan, the servicing agreement (other than the
series 2004-PWR5 pooling and servicing agreement and the series 2004-PWR6
pooling and servicing agreement) pursuant to which the Non-Trust-Serviced Pooled
Mortgage Loan and the related Non-Pooled Pari Passu Companion Loans, and any
related REO Property, are to be principally serviced and/or administered, which
is the BSCMSI Series 2004-PWR4 Pooling and Servicing Agreement.

         "NRA" means net rentable area.

         "NRSF" means net rentable square feet.

         "OID Regulations" means the rules governing original issue discount set
forth in Sections 1271-1273 and 1275 of the Code and in the Treasury regulations
issued thereunder.

         "PAR" means Prudential Asset Resources, Inc.

         "Party in Interest" means any person that is a "party in interest" as
defined in Section 3(14) of ERISA or a "disqualified person" as defined in
Section 4975 of the Internal Revenue Code.

         "Permitted Encumbrances" means, with respect to any mortgaged property
securing a mortgage loan in the trust fund, any and all of the following--

     o    the lien of current real property taxes, ground rents, water charges,
          sewer rents and assessments not yet due and payable,

     o    covenants, conditions and restrictions, rights of way, easements and
          other matters that are of public record and/or are referred to in the
          related lender's title insurance policy or, if that policy has not yet
          been issued, referred to in a pro forma title policy or a marked-up
          commitment, none of which materially interferes with the security
          intended to be provided by the related mortgage instrument, the
          current principal use of the property or the current ability of the
          property to generate income sufficient to service the related mortgage
          loan,

     o    exceptions and exclusions specifically referred to in the related
          lender's title insurance policy or, if that policy has not yet been
          issued, referred to in a pro forma title policy or marked-up
          commitment, none of which materially interferes with the security
          intended to be provided by the related mortgage instrument, the
          current principal use of the property or the current ability of the
          property to generate income sufficient to service the related mortgage
          loan,

     o    other matters to which like properties are commonly subject, none of
          which materially interferes with the security intended to be provided
          by the related mortgage instrument, the current principal use of the
          property or the current ability of the property to generate income
          sufficient to service the related mortgage loan,

     o    the rights of tenants, as tenants only, under leases, including
          subleases, pertaining to the related mortgaged property which the
          related mortgage loan seller did not require to be subordinated to the
          lien of the related mortgage instrument and which do not materially
          interfere with the security intended to be provided by the related
          mortgage instrument, the current principal use of the related
          mortgaged property or the current ability of the related mortgaged
          property to generate income sufficient to service the related mortgage
          loan, and

     o    if the related mortgaged property is a unit in a condominium, the
          related condominium declaration.

     "Permitted Investments" means the United States government securities and
other investment grade obligations specified in the series 2004-PWR6 pooling and
servicing agreement.

     "Plan" means any ERISA Plan or any other employee benefit or retirement
plan, arrangement or account that is subject to Section 4975 of the Internal
Revenue Code, including any individual retirement account or Keogh Plan.


                                     S-154



     "PMCC" means Prudential Mortgage Capital Company, LLC.

     "PMCF" means Prudential Mortgage Capital Funding, LLC.

     "Post-ARD Additional Interest" means, with respect to any ARD Loan, the
additional interest accrued with respect to that mortgage loan as a result of
the marginal increase in the related mortgage interest rate upon passage of the
related anticipated repayment date, as that additional interest may compound in
accordance with the terms of that mortgage loan.

     "Prepayment Interest Excess" means, with respect to any pooled mortgage
loan (including the Non-Trust-Serviced Pooled Mortgage Loan) that was subject to
a principal prepayment in full or in part made (or, if resulting from the
application of insurance proceeds or condemnation proceeds, any other early
recovery of principal received) after the due date for that pooled mortgage loan
in any collection period, any payment of interest (net of related master
servicing fees payable under the series 2004-PWR6 pooling and servicing
agreement (and, in the case of the Non-Trust-Serviced Pooled Mortgage Loan, the
master servicing fees (including any primary servicing or subservicing fees
included therein) payable to the party serving as master servicer under the
Non-Trust Servicing Agreement) and, further, net of any portion of that interest
that represents Default Interest, late payment charges or Post-ARD Additional
Interest) actually collected from the related borrower or out of such insurance
proceeds or condemnation proceeds, as the case may be, and intended to cover the
period from and after the due date to, but not including, the date of
prepayment.

     "Prepayment Interest Shortfall" means, with respect to any pooled mortgage
loan (including the Non-Trust-Serviced Pooled Mortgage Loan) that was subject to
a principal prepayment in full or in part made (or, if resulting from the
application of insurance proceeds or condemnation proceeds, any other early
recovery of principal received) prior to the due date for that pooled mortgage
loan in any collection period, the amount of interest, to the extent not
collected from the related borrower or otherwise (without regard to any
Prepayment Premium or Yield Maintenance Charge that may have been collected),
that would have accrued on the amount of such principal prepayment during the
period from the date to which interest was paid by the related borrower to, but
not including, the related due date immediately following the date of the
subject principal prepayment (net of related master servicing fees payable under
the series 2004-PWR6 pooling and servicing agreement (and, in the case of the
Non-Trust-Serviced Pooled Mortgage Loan, the master servicing fees (including
any primary servicing or subservicing fees included therein) payable to the
party serving as master servicer under the Non-Trust Servicing Agreement) and,
further, net of any portion of that interest that represents Default Interest,
late payment charges or Post-ARD Additional Interest).

     "Prepayment Premium" means, with respect to any mortgage loan, any premium,
fee or other additional amount (other than a Yield Maintenance Charge) paid or
payable, as the context requires, by a borrower in connection with a principal
prepayment on, or other early collection of principal of, that mortgage loan
(including any payoff of a mortgage loan by a mezzanine lender on behalf of the
subject borrower if and as set forth in the related intercreditor agreement).

     "Principal Distribution Amount" means, for any distribution date prior to
the final distribution date, an amount equal to the total, without duplication,
of the following--

     1.  all payments of principal, including voluntary principal prepayments,
         received by or on behalf of the trust fund with respect to the pooled
         mortgage loans during the related collection period, exclusive of any
         of those payments that represents a collection of principal for which
         an advance was previously made for a prior distribution date or that
         represents a monthly payment of principal due on or before the cut-off
         date for the related pooled mortgage loan or on a due date for the
         related pooled mortgage loan subsequent to the end of the calendar
         month in which the subject distribution date occurs,

     2.  all monthly payments of principal that were received by or on behalf of
         the trust fund with respect to the pooled mortgage loans prior to, but
         that are due (or deemed due) during, the related collection period (or,
         in the case of any pooled mortgage loan on which scheduled payments are
         due on the 5th day of each month, that were received prior to a
         specified date in the prior calendar month but are due in the current
         calendar month of such distribution date).

     3.  all other collections, including liquidation proceeds, condemnation
         proceeds, insurance proceeds and repurchase proceeds, that were
         received by or on behalf of the trust fund with respect to any of the
         pooled mortgage loans or any related REO Properties during the related
         collection period and that were identified and applied by the
         respective master servicers as recoveries of principal of the subject
         pooled mortgage


                                     S-155



         loan(s), in each case net of any portion of the particular collection
         that represents a collection of principal for which an advance of
         principal was previously made for a prior distribution date or that
         represents a monthly payment of principal due on or before the cut-off
         date for the related pooled mortgage loan, and

     4.  all advances of principal made with respect to the pooled mortgage
         loans for that distribution date;

provided that (I)(A) if any insurance proceeds, condemnation proceeds and/or
liquidation proceeds are received with respect to any pooled mortgage loan, or
if any pooled mortgage loan is otherwise liquidated, including at a discount, in
any event during the collection period for the subject distribution date, then
that portion, if any, of the aggregate amount described in clauses 1 through 4
above that is attributable to that mortgage loan will be reduced - to not less
than zero - by any special servicing fees, workout fees, liquidation fees and/or
interest on advances paid with respect to that mortgage loan from a source other
than related Default Interest and late payment charges during the collection
period for the subject distribution date; (B) the aggregate amount described in
clauses 1 through 4 above will be further subject to reduction - to not less
than zero - by any nonrecoverable advances (and interest thereon) that are
reimbursed from the principal portion of debt service advances and payments and
other collections of principal on the mortgage pool (see "--Advances of
Delinquent Monthly Debt Service Payments" below and "Servicing of the Mortgage
Loans Under the Series 2004-PWR6 Pooling and Servicing Agreement--Servicing and
Other Compensation and Payment of Expenses") during the related collection
period (although any of those amounts that were reimbursed from advances or
collections of principal and are subsequently collected (notwithstanding the
nonrecoverability determination) on the related pooled mortgage loan will be
added to the Principal Distribution Amount for the distribution date following
the collection period in which the subsequent collection occurs); and (C) the
aggregate amount described in clauses 1 through 4 above will be subject to
further reduction - to not less than zero - by any advances (and interest
thereon) with respect to a defaulted pooled mortgage loan that remained
unreimbursed at the time of the loan's modification and return to performing
status and are reimbursed from the principal portion of debt service advances
and payments and other collections of principal on the mortgage pool (see
"--Advances of Delinquent Monthly Debt Service Payments" below and "Servicing of
the Mortgage Loans Under the Series 2004-PWR6 Pooling and Servicing
Agreement--Servicing and Other Compensation and Payment of Expenses") during
that collection period (although any of those amounts that were reimbursed from
principal collections and are subsequently collected on the related pooled
mortgage loan will be added to the Principal Distribution Amount for the
distribution date following the collection period in which the subsequent
collection occurs); and (II) in connection with the pooled mortgage loans that
provide for scheduled payments to be due on the fifth day of each month, the
foregoing shall be construed in a manner that is consistent with the provisions
described under "Servicing of the Mortgage Loans Under the Series 2004-PWR6
Pooling and Servicing Agreement--Servicing and Other Compensation and Payment of
Expenses--Certain Remittance Provisions and Coverage for Related Potential
Shortfalls".

     For the final distribution date, the "Principal Distribution Amount" will
be an amount equal to the total Stated Principal Balance of the mortgage pool
outstanding immediately prior to that final distribution date.

     The Non-Pooled Pari Passu Companion Loans will not be part of the mortgage
pool and will not be considered pooled mortgage loans. Accordingly, any amounts
applied to the principal of any of such loans will not constitute part of the
Principal Distribution Amount for any distribution date.

     "PSF" means per square foot.

     "PTE" means prohibited transaction exemption.

     "Purchase Option" means, with respect to any Specially Designated Defaulted
Pooled Mortgage Loan, the purchase option described under "Servicing of the
Mortgage Loans Under the Series 2004-PWR6 Pooling and Servicing Agreement--Fair
Value Purchase Option" in this prospectus supplement.

     "Purchase Price" means, with respect to any particular mortgage loan being
purchased from the trust fund, a price approximately equal to the sum of the
following:

     o   the outstanding principal balance of that mortgage loan;

     o   all accrued and unpaid interest on that mortgage loan generally through
         the due date in the collection period of purchase, other than Default
         Interest and Post-ARD Interest;


                                     S-156



     o   all unreimbursed servicing advances with respect to that mortgage loan,
         together with any unpaid interest on those advances owing to the party
         or parties that made them;

     o   all servicing advances with respect to that mortgage loan that were
         reimbursed out of collections on or with respect to other mortgage
         loans in the trust fund;

     o   all accrued and unpaid interest on any monthly debt service advances
         made with respect to the subject mortgage loan; and

     o   in the case of a repurchase or substitution of a defective mortgage
         loan by a mortgage loan seller, (1) all related special servicing fees
         and, to the extent not otherwise included, other related Additional
         Trust Fund Expenses (including without limitation any liquidation fee
         payable in connection with the applicable purchase or repurchase), and
         (2) to the extent not otherwise included, any costs and expenses
         incurred by the applicable master servicer, the special servicer or the
         trustee or an agent of any of them, on behalf of the trust fund, in
         enforcing any obligation of a mortgage loan seller to repurchase or
         replace the mortgage loan.

     "Qualified Insurer" means, with respect to any insurance policy, an
insurance company or security or bonding company qualified to write the related
insurance policy in the relevant jurisdiction.

     "Realized Losses" means losses on or with respect to the pooled mortgage
loans arising from the inability of the applicable master servicer and/or the
special servicer (or, in the case of the Non-Trust-Serviced Pooled Mortgage
Loan, the applicable master servicer and/or the special servicer under the
Non-Trust Servicing Agreement) to collect all amounts due and owing under the
mortgage loans, including by reason of the fraud or bankruptcy of a borrower or,
to the extent not covered by insurance, a casualty of any nature at a mortgaged
property, as and to the extent described under "Description of the Offered
Certificates--Reductions of Certificate Principal Balances in Connection with
Realized Losses and Additional Trust Fund Expenses" in this prospectus
supplement.

     "REMIC" means a real estate mortgage investment conduit within the meaning
of, and formed in accordance with, Sections 860A through 860G of the Internal
Revenue Code.

     "REO Property" means any mortgaged property that is acquired for the
benefit of the certificateholders (and, in the case of the mortgaged property
securing any Mortgage Loan Group, also on behalf of the holders of the
Non-Pooled Mortgage Loans) through foreclosure, deed in lieu of foreclosure or
otherwise following a default on the corresponding pooled mortgage loan. If the
mortgaged property securing the Non-Trust-Serviced Pooled Mortgage Loan becomes
an REO Property, it will be held on behalf of, and in the name of, the trustee
under the Non-Trust Servicing Agreement for the benefit of the legal and
beneficial owners of the Non-Trust-Serviced Pooled Mortgage Loan and the related
Non-Pooled Pari Passu Companion Loans. In the case of each Mortgage Loan Group,
when we refer in this prospectus supplement to an REO Property that is in the
trust fund, we mean the beneficial interest in that property that is owned by
the series 2004-PWR6 trust fund.

     "Required Claims-Paying Ratings" means, with respect to any insurance
carrier, claims-paying ability ratings at least equal to (a) in the case of
fidelity bond coverage provided by such insurance carrier, "A2" by Moody's and
"A" by S&P, (b) in the case of a policy or policies of insurance issued by such
insurance carrier covering loss occasioned by the errors and omissions of
officers and employees, "A2" by Moody's and "A" by S&P and (c) in the case of
any other insurance coverage provided by such insurance carrier, "A2" by Moody's
and "A" by S&P. However, an insurance carrier will be deemed to have the
applicable claims-paying ability ratings set forth above if the obligations of
that insurance carrier under the related insurance policy are guaranteed or
backed in writing by an entity that has long-term unsecured debt obligations
that are rated not lower than the ratings set forth above or claim-paying
ability ratings that are not lower than the ratings set forth above; and an
insurance carrier will be deemed to have the applicable claims-paying ability
ratings set forth above if (among other conditions) the rating agency whose
rating requirement has not been met has confirmed in writing that the insurance
carrier would not result in the qualification, downgrade or withdrawal of any of
the then-current ratings assigned by that rating agency to any of the
certificates.


                                     S-157



     "Restricted Group" means, collectively, the following persons and
entities--


     o   the trustee,

     o   the Exemption-Favored Parties,

     o   us,

     o   the master servicers,

     o   the special servicer,

     o   the primary servicer,

     o   any sub-servicers,

     o   any person responsible for servicing the Non-Trust-Serviced Pooled
         Mortgage Loan or any related REO Property,

     o   the mortgage loan sellers,

     o   each borrower, if any, with respect to pooled mortgage loans
         constituting more than 5.0% of the total unamortized principal balance
         of the mortgage pool as of the date of initial issuance of the offered
         certificates, and

     o   any and all affiliates of any of the aforementioned persons.

     "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

     "SEC" means the Securities and Exchange Commission.

     "Servicing Standard" means, with respect to each master servicer and the
special servicer, to service and administer those mortgage loans and any REO
Properties for which that party is responsible under the series 2004-PWR6
pooling and servicing agreement:

     o   in the best interests and for the benefit of the series 2004-PWR6
         certificateholders (or, in the case of the Trust-Serviced Mortgage Loan
         Group, for the benefit of the series 2004-PWR6 certificateholders and
         the Trust-Serviced Non-Pooled Noteholder) (as determined by the
         applicable master servicer or the special servicer, as the case may be,
         in its good faith and reasonable judgment), as a collective whole,

     o   in accordance with any and all applicable laws, the terms of the series
         2004-PWR6 pooling and servicing agreement, the terms of the respective
         mortgage loans and, in the case of the Trust-Serviced Mortgage Loan
         Group, the terms of the related Mortgage Loan Group Intercreditor
         Agreement, and

     o   to the extent consistent with the foregoing, in accordance with the
         following standards:

         o   with the same care, skill, prudence and diligence as is normal and
             usual in its general mortgage servicing and REO property management
             activities on behalf of third parties or on behalf of itself,
             whichever is higher, with respect to mortgage loans and real
             properties that are comparable to those mortgage loans and any REO
             Properties for which it is responsible under the series 2004-PWR6
             pooling and servicing agreement;


                                     S-158



         o   with a view to--

             1.  in the case of the master servicers, the timely collection of
                 all scheduled payments of principal and interest under those
                 mortgage loans,

             2.  in the case of the master servicers, the full collection of all
                 Yield Maintenance Charges and Prepayment Premiums that may
                 become payable under those mortgage loans, and

             3.  in the case of the special servicer, if a mortgage loan comes
                 into and continues in default and, in the good faith and
                 reasonable judgment of the special servicer, no satisfactory
                 arrangements can be made for the collection of the delinquent
                 payments, including payments of Yield Maintenance Charges,
                 Prepayment Premiums, Default Interest and late payment charges,
                 or the related mortgaged property becomes an REO Property, the
                 maximization of the recovery of principal and interest on that
                 defaulted mortgage loan to the series 2004-PWR6
                 certificateholders (or, in the case of the Trust-Serviced
                 Mortgage Loan Group, for the benefit of the series 2004-PWR6
                 certificateholders and the Trust-Serviced Non-Pooled
                 Noteholder), as a collective whole, on a present value basis;
                 and

             without regard to--

             1.  any known relationship that the applicable master servicer or
                 the special servicer, as the case may be, or any of its
                 affiliates may have with any of the underlying borrowers, any
                 of the mortgage loan sellers or any other party to the series
                 2004-PWR6 pooling and servicing agreement,

             2.  the ownership of any series 2004-PWR6 certificate or any
                 interest in any Non-Pooled Pari Passu Companion Loan by the
                 applicable master servicer or the special servicer, as the case
                 may be, or by any of its affiliates,

             3.  the obligation of the applicable master servicer to make
                 advances or otherwise to incur servicing expenses with respect
                 to any mortgage loan or REO property serviced or administered,
                 respectively, under the series 2004-PWR6 pooling and servicing
                 agreement,

             4.  the obligation of the special servicer to make, or to direct
                 the applicable master servicer to make, servicing advances or
                 otherwise to incur servicing expenses with respect to any
                 mortgage loan or REO property serviced or administered,
                 respectively, under the series 2004-PWR6 pooling and servicing
                 agreement,

             5.  the right of the applicable master servicer or the special
                 servicer, as the case may be, or any of its affiliates to
                 receive reimbursement of costs, or the sufficiency of any
                 compensation payable to it, under the series 2004-PWR6 pooling
                 and servicing agreement or with respect to any particular
                 transaction,

             6.  the ownership, servicing and/or management by the applicable
                 master servicer or the special servicer, as the case may be, or
                 any of its affiliates, of any other mortgage loans or real
                 property,

             7.  the ownership by the applicable master servicer or the special
                 servicer, as the case may be, or any of its affiliates of any
                 other debt owed by, or secured by ownership interests in, any
                 of the borrowers or any affiliate of a borrower, and

             8.  the obligations of the applicable master servicer or the
                 special servicer, as the case may be, or any of its affiliates
                 to repurchase any pooled mortgage loan from the trust fund, or
                 to indemnify the trust fund, in any event as a result of a
                 material breach or a material document defect.

provided that the foregoing standards will apply with respect to the
Non-Trust-Serviced Pooled Mortgage Loan only to the extent that the applicable
master servicer or the special servicer has any express duties or rights to
grant consent with respect to such pooled mortgage loans or any related REO
Property pursuant to the series 2004-PWR6 pooling and servicing agreement.


                                     S-159



     "Servicing Transfer Event" means, with respect to any pooled mortgage loan
(other than the Non-Trust-Serviced Pooled Mortgage Loan) and the Trust-Serviced
Non-Pooled Mortgage Loan, any of the following events:

     1.  the related borrower fails to make when due any balloon payment and the
         borrower does not deliver to the applicable master servicer, on or
         prior to the due date of the balloon payment, a written refinancing
         commitment from an acceptable lender and reasonably satisfactory in
         form and substance to the applicable master servicer which provides
         that such refinancing will occur within 120 days after the date on
         which the balloon payment will become due (provided that if either such
         refinancing does not occur during that time or the applicable master
         servicer is required during that time to make any monthly debt service
         advance in respect of the mortgage loan, a Servicing Transfer Event
         will occur immediately);

     2.  the related borrower fails to make when due any monthly debt service
         payment (other than a balloon payment) or any other payment (other than
         a balloon payment) required under the related mortgage note or the
         related mortgage, which failure continues unremedied for 60 days;

     3.  the applicable master servicer determines (in accordance with the
         Servicing Standard) that a default in making any monthly debt service
         payment (other than a balloon payment) or any other material payment
         (other than a balloon payment) required under the related mortgage note
         or the related mortgage is likely to occur in the foreseeable future
         and the default is likely to remain unremedied for at least 60 days
         beyond the date on which the subject payment will become due; or the
         applicable master servicer determines (in accordance with the Servicing
         Standard) that a default in making a balloon payment is likely to occur
         in the foreseeable future and the default is likely to remain
         unremedied for at least 60 days beyond the date on which the balloon
         payment will become due (or, if the borrower has delivered a written
         refinancing commitment from an acceptable lender and reasonably
         satisfactory in form and substance to the applicable master servicer
         which provides that such refinancing will occur within 120 days after
         the date of the balloon payment, that master servicer determines (in
         accordance with the Servicing Standard) that (a) the borrower is likely
         not to make one or more assumed monthly debt service payments (as
         described under "Description of the Offered Certificates--Advances of
         Delinquent Monthly Debt Service Payments" in this prospectus
         supplement) prior to a refinancing or (b) the refinancing is not likely
         to occur within 120 days following the date on which the balloon
         payment will become due);

     4.  the applicable master servicer determines that a non-payment default
         (including, in the applicable master servicer's or the special
         servicer's judgment, the failure of the related borrower to maintain
         any insurance required to be maintained pursuant to the related
         mortgage loan documents) has occurred under the mortgage loan that may
         materially impair the value of the corresponding mortgaged property as
         security for the mortgage loan or otherwise materially and adversely
         affect the interests of series 2004-PWR6 certificateholders and the
         default continues unremedied for the applicable cure period under the
         terms of the mortgage loan or, if no cure period is specified, for 60
         days;

     5.  various events of bankruptcy, insolvency, readjustment of debt,
         marshalling of assets and liabilities, or similar proceedings occur
         with respect to the related borrower or the corresponding mortgaged
         property, or the related borrower takes various actions indicating its
         bankruptcy, insolvency or inability to pay its obligations; or

     6.  the applicable master servicer receives notice of the commencement of
         foreclosure or similar proceedings with respect to the corresponding
         mortgaged property.

     A Servicing Transfer Event will cease to exist, if and when:

     o   with respect to the circumstances described in clauses 1 and 2
         immediately above in this definition, the related borrower makes three
         consecutive full and timely monthly debt service payments under the
         terms of the mortgage loan, as those terms may be changed or modified
         in connection with a bankruptcy or similar proceeding involving the
         related borrower or by reason of a modification, waiver or amendment
         granted or agreed to by the applicable master servicer or the special
         servicer;

     o   with respect to the circumstances described in clauses 3 and 5
         immediately above in this definition, those circumstances cease to
         exist in the judgment of the special servicer;


                                     S-160



     o   with respect to the circumstances described in clause 4 immediately
         above in this definition, the default is cured in the judgment of the
         special servicer; and

     o   with respect to the circumstances described in clause 6 immediately
         above in this definition, the proceedings are terminated.

         If a Servicing Transfer Event exists with respect to any mortgage loan
in the Trust-Serviced Mortgage Loan Group, then it will also be deemed to exist
with respect to the other mortgage loan in the Trust-Serviced Mortgage Loan
Group. The mortgage loans in the Trust-Serviced Mortgage Loan Group are intended
to always be serviced or specially serviced, as the case may be, together.

         "SF" means square feet.

         "Stated Principal Balance" means, for each mortgage loan in the trust
fund, a principal amount that:

     o    will initially equal its unpaid principal balance as of the cut-off
          date or, in the case of a replacement mortgage loan, as of the date it
          is added to the trust fund, after application of all payments of
          principal due on or before that date, whether or not those payments
          have been received; and

     o    will be permanently reduced on each subsequent distribution date, to
          not less than zero, by that portion, if any, of the Principal
          Distribution Amount (without regard to the adjustments otherwise
          contemplated by clauses (I)(A), (B) and (C) of the definition thereof)
          for that distribution date that represents principal actually received
          or advanced on that mortgage loan, and the principal portion of any
          Realized Loss (See "Description of the Offered Certificates --
          Reductions of Certificate Principal Balances in Connection with
          Realized Losses and Additional Trust Fund Expenses") incurred with
          respect to that mortgage loan during the related collection period.

     However, the "Stated Principal Balance" of any mortgage loan in the trust
fund will, in all cases, be zero as of the distribution date following the
collection period in which it is determined that all amounts ultimately
collectable with respect to that mortgage loan or any related REO Property have
been received.

     "Stated Remaining Term to Maturity or ARD" means, with respect to any
pooled mortgage loan, the number of months from the cut-off date to the stated
maturity date or, in the case of an ARD Loan, the anticipated repayment date.

     "Structuring Assumptions" means, collectively, the following assumptions
regarding the series 2004-PWR6 certificates and the mortgage loans in the trust
fund:

     o    the mortgage loans have the characteristics set forth on Appendix B to
          this prospectus supplement;

     o    the total initial principal balance or notional amount, as the case
          may be, of each interest-bearing class of series 2004-PWR6
          certificates is as described in this prospectus supplement;

     o    the pass-through rate for each interest-bearing class of series
          2004-PWR6 certificates is as described in this prospectus supplement;

     o    no delinquencies, defaults or losses occur with respect to any of the
          pooled mortgage loans;

     o    no Additional Trust Fund Expenses arise, no servicing advances are
          made under the series 2004-PWR6 pooling and servicing agreement or the
          Non-Trust Servicing Agreement and the only expenses of the trust
          consist of the trustee fees, the servicer report administrator fees,
          the master servicing fees (including any applicable primary or
          sub-servicing fees) and, in the case of the Non-Trust-Serviced Pooled
          Mortgage Loan, the administrative fees payable with respect thereto
          under the Non-Trust Servicing Agreement;


                                     S-161



     o    there are no modifications, extensions, waivers or amendments
          affecting the monthly debt service payments by borrowers on the pooled
          mortgage loans and the mortgage interest rate in effect under each
          pooled mortgage loan as of the date of initial issuance for the series
          2004-PWR6 certificates remains in effect during the entire term of
          that mortgage loan;

     o    each of the pooled mortgage loans provides for monthly debt service
          payments to be due on the first day of each month, regardless of the
          actual day of the month on which those payments are otherwise due and
          regardless of whether the subject date is a business day or not;

     o    all monthly debt service payments on the pooled mortgage loans are
          timely received by the applicable master servicer on behalf of the
          trust on the day on which they are assumed to be due as described in
          the immediately preceding bullet;

     o    no involuntary prepayments are received as to any pooled mortgage loan
          at any time;

     o    no voluntary prepayments are received as to any pooled mortgage loan
          during that mortgage loan's prepayment Lock-out Period, including any
          contemporaneous period when defeasance is permitted, or during any
          period when principal prepayments on that mortgage loan are required
          to be accompanied by a Yield Maintenance Charge, including any
          contemporaneous period when defeasance is permitted;

     o    each ARD Loan in the trust fund is paid in full on its anticipated
          repayment date;

     o    except as otherwise assumed in the immediately preceding two bullets,
          prepayments are made on each of the pooled mortgage loans at the
          indicated CPRs set forth in the subject tables or other relevant part
          of this prospectus supplement, without regard to any limitations in
          those mortgage loans on partial voluntary principal prepayments;

     o    all prepayments on the mortgage loans are assumed to be accompanied by
          a full month's interest and no Prepayment Interest Shortfalls occur
          with respect to any mortgage loan;

     o    no Yield Maintenance Charges or Prepayment Premiums are collected in
          connection with any of the mortgage loans;

     o    no person or entity entitled thereto exercises its right of optional
          termination as described in this prospectus supplement under
          "Description of the Offered Certificates--Termination of the Series
          2004-PWR6 Pooling and Servicing Agreement";

     o    no pooled mortgage loan is required to be repurchased by a mortgage
          loan seller, as described under "Description of the Mortgage
          Pool--Cures, Repurchases and Substitutions" in this prospectus
          supplement;

     o    payments on the offered certificates are made on the 11th day of each
          month, commencing in January 2005; and

     o    the offered certificates are settled with investors on December 21,
          2004.

     "Trust-Serviced Mortgage Loan Group" means the 11 Penn Plaza Loan Group.


     "Trust-Serviced Non-Pooled Mortgage Loan" means the 11 Penn Plaza
Non-Pooled Pari Passu Companion Loan.

     "Trust-Serviced Non-Pooled Noteholder" means any holder of a promissory
note evidencing the Trust-Serviced Non-Pooled Mortgage Loan.


                                     S-162



     "Underwriter Exemption" means PTE 90-30 issued to Bear, Stearns & Co. Inc.,
PTE 90-24 issued to Morgan Stanley & Co. Incorporated or PTE 90-29 issued to
Merrill Lynch, Pierce, Fenner & Smith Incorporated, each as subsequently amended
by PTE 97-34, PTE 2002-41 and PTE 2000-58 and as may be subsequently amended
after the closing date.

     "Underwritten Net Cash Flow" or "Underwritten NCF" means an estimate of
stabilized cash flow available for debt service. In general, it is the estimated
stabilized revenue derived from the use and operation of a mortgaged property,
consisting primarily of rental income, less the sum of (a) estimated stabilized
operating expenses (such as utilities, administrative expenses, repairs and
maintenance, management fees and advertising), (b) fixed expenses, such as
insurance, real estate taxes and, if applicable, ground lease payments, and (c)
reserves for capital expenditures, including tenant improvement costs and
leasing commissions. Underwritten Net Cash Flow generally does not reflect
interest expenses and non-cash items such as depreciation and amortization.

     "Underwritten Net Operating Income" or "Underwritten NOI" means an estimate
of the stabilized cash flow available for debt service before deductions for
capital expenditures, including tenant improvement costs and leasing
commissions. Underwritten Net Operating Income is generally estimated in the
same manner as Underwritten Net Cash Flow, except that no deduction is made for
capital expenditures, including tenant improvement costs and leasing
commissions.

     "Weighted Average Pool Pass-Through Rate" means, for each distribution
date, the weighted average of the respective Mortgage Pass-Through Rates with
respect to all of the pooled mortgage loans for that distribution date, weighted
on the basis of their respective Stated Principal Balances immediately prior to
that distribution date.

     "WFB" means Wells Fargo Bank, National Association.

     "Yield Maintenance Charge" means, with respect to any mortgage loan, any
premium, fee or other additional amount paid or payable, as the context
requires, by a borrower in connection with a principal prepayment on, or other
early collection of principal of, a mortgage loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including any specified amount or specified
percentage of the amount prepaid which constitutes the minimum amount that such
Yield Maintenance Charge may be.


                                     S-163



                     [THIS PAGE INTENTIONALLY LEFT BLANK.]



                                   SCHEDULE A

                             AMORTIZATION SCHEDULES


                       LINCOLN SQUARE POOLED MORTGAGE LOAN



   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

       0          4/1/2004       50,000,000
       1          5/1/2004       49,989,252           10,748          249,875            260,623
       2          6/1/2004       49,978,969           10,283          258,149            268,432
       3          7/1/2004       49,968,115           10,853          249,770            260,623
       4          8/1/2004       49,957,723           10,392          258,040            268,432
       5          9/1/2004       49,947,277           10,446          257,986            268,432
       6         10/1/2004       49,936,265           11,012          249,612            260,623
       7         11/1/2004       49,925,708           10,557          257,875            268,432
       8         12/1/2004       49,914,589           11,120          249,504            260,623
       9          1/1/2005       49,903,920           10,669          257,763            268,432
      10          2/1/2005       49,893,196           10,724          257,708            268,432
      11          3/1/2005       49,880,908           12,288          232,719            245,006
      12          4/1/2005       49,870,066           10,843          257,589            268,432
      13          5/1/2005       49,858,668           11,398          249,226            260,623
      14          6/1/2005       49,847,711           10,958          257,474            268,432
      15          7/1/2005       49,836,201           11,509          249,114            260,623
      16          8/1/2005       49,825,128           11,074          257,358            268,432
      17          9/1/2005       49,813,997           11,131          257,301            268,432
      18         10/1/2005       49,802,319           11,678          248,945            260,623
      19         11/1/2005       49,791,070           11,249          257,183            268,432
      20         12/1/2005       49,779,278           11,792          248,831            260,623
      21          1/1/2006       49,767,911           11,368          257,064            268,432
      22          2/1/2006       49,756,484           11,426          257,006            268,432
      23          3/1/2006       49,743,559           12,925          232,081            245,006
      24          4/1/2006       49,732,007           11,552          256,880            268,432
      25          5/1/2006       49,673,228           58,779          248,536            307,314
      26          6/1/2006       49,622,431           50,798          256,517            307,314
      27          7/1/2006       49,563,104           59,326          247,988            307,314
      28          8/1/2006       49,511,738           51,366          255,948            307,314
      29          9/1/2006       49,460,106           51,632          255,683            307,314
      30         10/1/2006       49,399,969           60,137          247,177            307,314
      31         11/1/2006       49,347,760           52,209          255,106            307,314
      32         12/1/2006       49,287,061           60,699          246,615            307,314
      33          1/1/2007       49,234,269           52,792          254,522            307,314
      34          2/1/2007       49,181,205           53,064          254,250            307,314
      35          3/1/2007       49,103,288           77,917          229,398            307,314
      36          4/1/2007       49,049,547           53,741          253,573            307,314
      37          5/1/2007       48,987,358           62,189          245,125            307,314
      38          6/1/2007       48,933,018           54,340          252,975            307,314
      39          7/1/2007       48,870,247           62,772          244,543            307,314
      40          8/1/2007       48,815,302           54,944          252,370            307,314
      41          9/1/2007       48,760,074           55,228          252,086            307,314




                                     Sch-1




   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

      42         10/1/2007       48,696,438           63,636          243,678            307,314
      43         11/1/2007       48,640,597           55,842          251,472            307,314
      44         12/1/2007       48,576,364           64,233          243,081            307,314
      45          1/1/2008       48,519,902           56,462          250,852            307,314
      46          2/1/2008       48,463,148           56,754          250,561            307,314
      47          3/1/2008       48,389,955           73,193          234,121            307,314
      48          4/1/2008       48,332,530           57,425          249,890            307,314
      49          5/1/2008       48,266,758           65,773          241,542            307,314
      50          6/1/2008       48,208,697           58,061          249,254            307,314
      51          7/1/2008       48,142,306           66,391          240,923            307,314
      52          8/1/2008       48,083,602           58,703          248,611            307,314
      53          9/1/2008       48,024,596           59,007          248,308            307,314
      54         10/1/2008       47,957,284           67,311          240,003            307,314
      55         11/1/2008       47,897,625           59,659          247,655            307,314
      56         12/1/2008       47,829,679           67,946          239,368            307,314
      57          1/1/2009       47,769,361           60,318          246,996            307,314
      58          2/1/2009       47,708,732           60,629          246,685            307,314
      59          3/1/2009       47,623,947           84,785          222,529            307,314
      60          4/1/2009       47,562,567           61,380          245,934            307,314
      61          5/1/2009       47,492,946           69,620          237,694            307,314
      62          6/1/2009       47,430,889           62,057          245,258            307,314
      63          7/1/2009       47,360,611           70,279          237,036            307,314
      64          8/1/2009       47,297,871           62,740          244,574            307,314
      65          9/1/2009       47,234,806           63,064          244,250            307,314
      66         10/1/2009       47,163,548           71,258          236,056            307,314
      67         11/1/2009       47,099,790           63,758          243,556            307,314
      68         12/1/2009       47,027,857           71,933          235,381            307,314
      69          1/1/2010       46,963,398           64,459          242,856            307,314
      70          2/1/2010       46,898,607           64,791          242,523            307,314
      71          3/1/2010       46,810,043           88,564          218,751            307,314
      72          4/1/2010       46,744,460           65,583          241,731            307,314
      73          5/1/2010       46,670,751           73,709          233,605            307,314
      74          6/1/2010       46,604,448           66,303          241,012            307,314
      75          7/1/2010       46,530,040           74,409          232,906            307,314
      76          8/1/2010       46,463,010           67,029          240,285            307,314
      77          9/1/2010       46,395,635           67,376          239,939            307,314
      78         10/1/2010       46,320,183           75,452          231,862            307,314
      79         11/1/2010       46,252,069           68,113          239,201            307,314
      80         12/1/2010       46,175,900           76,170          231,145            307,314
      81          1/1/2011       46,107,042           68,858          238,456            307,314
      82          2/1/2011       46,037,828           69,214          238,101            307,314
      83          3/1/2011       45,945,249           92,579          214,736            307,314
      84          4/1/2011       45,875,200           70,049          237,265            307,314
      85          5/1/2011       45,797,147           78,053          229,261            307,314
      86          6/1/2011       45,726,333           70,814          236,500            307,314
      87          7/1/2011       45,647,536           78,797          228,517            307,314
      88          8/1/2011       45,575,949           71,587          235,728            307,314
      89          9/1/2011       45,503,993           71,956          235,358            307,314
      90         10/1/2011       45,424,085           79,908          227,406            307,314


                                     Sch-2




   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

      91         11/1/2011       45,351,344           72,741          234,574            307,314
      92         12/1/2011       45,270,673           80,671          226,643            307,314
      93          1/1/2012       45,197,140           73,533          233,782            307,314
      94          2/1/2012       45,123,228           73,913          233,402            307,314
      95          3/1/2012       45,033,900           89,328          217,987            307,314
      96          4/1/2012       44,959,144           74,756          232,559            307,314
      97          5/1/2012       44,876,513           82,631          224,683            307,314
      98          6/1/2012       44,800,945           75,568          231,746            307,314
      99          7/1/2012       44,717,523           83,422          223,893            307,314
     100          8/1/2012       44,641,134           76,389          230,925            307,314
     101          9/1/2012       44,564,350           76,784          230,531            307,314
     102         10/1/2012       44,479,746           84,604          222,710            307,314
     103         11/1/2012       44,402,129           77,617          229,697            307,314
     104         12/1/2012       44,316,714           85,415          221,900            307,314
     105          1/1/2013       44,238,255           78,459          228,855            307,314
     106          2/1/2013       44,159,391           78,864          228,450            307,314
     107          3/1/2013       44,058,050          101,340          205,974            307,314
     108          4/1/2013       43,978,255           79,795          227,519            307,314
     109          5/1/2013       43,890,722           87,533          219,781            307,314
     110          6/1/2013       43,810,063           80,659          226,655            307,314
     111          7/1/2013       43,721,690           88,374          218,941            307,314
     112          8/1/2013       43,640,158           81,532          225,782            307,314
     113          9/1/2013       43,558,205           81,953          225,361            307,314
     114         10/1/2013       43,468,573           89,632          217,682            307,314
     115         11/1/2013       43,385,734           82,839          224,475            307,314
     116         12/1/2013       43,295,239           90,494          216,820            307,314
     117          1/1/2014       43,211,505           83,734          223,580            307,314
     118          2/1/2014       43,127,339           84,167          223,148            307,314
     119          3/1/2014       43,021,185          106,154          201,160            307,314
     120          4/1/2014       42,936,035           85,149          222,165            307,314
     121          5/1/2014       42,843,294           92,742          214,573            307,314
     122          6/1/2014       42,757,226           86,068          221,246            307,314
     123          7/1/2014       42,663,591           93,635          213,679            307,314
     124          8/1/2014       42,576,595           86,996          220,318            307,314
     125          9/1/2014       42,489,149           87,445          219,869            307,314
     126         10/1/2014       42,394,174           94,975          212,340            307,314
     127         11/1/2014       42,305,787           88,387          218,927            307,314
     128         12/1/2014       42,209,896           95,891          211,423            307,314
     129          1/1/2015       42,120,557           89,339          217,975            307,314
     130          2/1/2015       42,030,757           89,800          217,514            307,314
     131          3/1/2015       41,919,488          111,269          196,045            307,314
     132          4/1/2015       41,828,649           90,839          216,476            307,314
     133          5/1/2015       41,730,374           98,276          209,039            307,314
     134          6/1/2015       41,638,558           91,815          215,499            307,314
     135          7/1/2015       41,539,333           99,226          208,089            307,314
     136          8/1/2015       41,446,531           92,802          214,513            307,314
     137          9/1/2015       41,353,250           93,281          214,033            307,314
     138         10/1/2015       41,252,598          100,652          206,663            307,314
     139         11/1/2015       41,158,316           94,283          213,032            307,314


                                     Sch-3



   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

     140         12/1/2015       41,056,690          101,626          205,689            307,314
     141          1/1/2016       40,961,396           95,294          212,020            307,314
     142          2/1/2016       40,865,610           95,786          211,528            307,314
     143          3/1/2016       40,755,714          109,896          197,418            307,314
     144          4/1/2016       40,658,865           96,848          210,466            307,314
     145          5/1/2016       40,554,743          104,122          203,193            307,314
     146          6/1/2016       40,456,857           97,886          209,428            307,314
     147          7/1/2016       40,351,726          105,131          202,183            307,314
     148          8/1/2016       40,252,791           98,935          208,380            307,314
     149          9/1/2016       40,153,346           99,446          207,869            307,314
     150         10/1/2016       40,046,698          106,648          200,666            307,314
     151         11/1/2016       39,946,188          100,510          206,804            307,314
     152         12/1/2016       39,838,504          107,683          199,631            307,314
     153          1/1/2017       39,736,919          101,585          205,729            307,314
     154          2/1/2017       39,634,810          102,110          205,205            307,314
     155          3/1/2017       39,512,365          122,444          184,870            307,314
     156          4/1/2017       39,409,096          103,269          204,045            307,314
     157          5/1/2017       39,298,729          110,367          196,947            307,314
     158          6/1/2017       39,194,356          104,372          202,942            307,314
     159          7/1/2017       39,082,916          111,441          195,874            307,314
     160          8/1/2017       38,977,429          105,487          201,827            307,314
     161          9/1/2017       38,871,397          106,032          201,283            307,314
     162         10/1/2017       38,758,343          113,055          194,260            307,314
     163         11/1/2017       38,651,180          107,163          200,151            307,314
     164         12/1/2017       38,537,024          114,155          193,159            307,314
     165          1/1/2018       38,428,718          108,306          199,008            307,314
     166          2/1/2018       38,319,853          108,865          198,449            307,314
     167          3/1/2018       38,191,275          128,578          178,737            307,314
     168          4/1/2018       38,081,184          110,091          197,223            307,314
     169          5/1/2018       37,964,180          117,004          190,311            307,314
     170          6/1/2018       37,852,916          111,264          196,050            307,314
     171          7/1/2018       37,734,772          118,144          189,170            307,314
     172          8/1/2018       37,622,323          112,449          194,866            307,314
     173          9/1/2018       37,509,293          113,030          194,285            307,314
     174         10/1/2018       37,389,432          119,862          187,453            307,314
     175         11/1/2018       37,275,199          114,232          193,082            307,314
     176         12/1/2018       37,154,168          121,032          186,283            307,314
     177          1/1/2019       37,038,721          115,447          191,867            307,314
     178          2/1/2019       36,922,677          116,043          191,271            307,314
     179          3/1/2019       36,787,583          135,095          172,220            307,314
     180          4/1/2019                0       36,787,583          189,974          36,977,557

* The total payment indicated assumes that a prepayment in full will be made on
this pooled mortgage loan on the related anticipated repayment date.


                                     Sch-4




                 LAKEVILLE SHOPPING CENTER POOLED MORTGAGE LOAN



   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

       0         10/1/2004         19,555,207
       1         11/1/2004         19,534,539         20,668           84,870            105,537
       2         12/1/2004         19,511,047         23,492           82,045            105,537
       3          1/1/2005         19,490,187         20,859           84,678            105,537
       4          2/1/2005         19,469,237         20,950           84,587            105,537
       5          3/1/2005         19,440,019         29,218           76,319            105,537
       6          4/1/2005         19,418,852         21,168           84,370            105,537
       7          5/1/2005         19,394,873         23,978           81,559            105,537
       8          6/1/2005         19,373,510         21,364           84,174            105,537
       9          7/1/2005         19,349,341         24,169           81,369            105,537
      10          8/1/2005         19,327,780         21,561           83,976            105,537
      11          9/1/2005         19,306,125         21,655           83,883            105,537
      12         10/1/2005         19,281,673         24,452           81,086            105,537
      13         11/1/2005         19,259,818         21,855           83,682            105,537
      14         12/1/2005         19,235,172         24,646           80,891            105,537
      15          1/1/2006         19,213,115         22,057           83,481            105,537
      16          2/1/2006         19,190,963         22,152           83,385            105,537
      17          3/1/2006         19,160,654         30,309           75,229            105,537
      18          4/1/2006         19,138,274         22,380           83,157            105,537
      19          5/1/2006         19,113,117         25,157           80,381            105,537
      20          6/1/2006         19,090,531         22,586           82,951            105,537
      21          7/1/2006         19,065,174         25,357           80,180            105,537
      22          8/1/2006         19,042,379         22,795           82,743            105,537
      23          9/1/2006         19,019,486         22,893           82,644            105,537
      24         10/1/2006         18,993,830         25,656           79,882            105,537
      25         11/1/2006         18,970,726         23,104           82,433            105,537
      26         12/1/2006         18,944,865         25,860           79,677            105,537
      27          1/1/2007         18,921,549         23,317           82,221            105,537
      28          2/1/2007         18,898,131         23,418           82,120            105,537
      29          3/1/2007         18,866,674         31,457           74,081            105,537
      30          4/1/2007         18,843,018         23,656           81,881            105,537
      31          5/1/2007         18,816,621         26,397           79,141            105,537
      32          6/1/2007         18,792,748         23,873           81,664            105,537
      33          7/1/2007         18,766,140         26,608           78,930            105,537
      34          8/1/2007         18,742,048         24,092           81,445            105,537
      35          9/1/2007         18,717,851         24,197           81,340            105,537
      36         10/1/2007         18,690,929         26,922           78,615            105,537
      37         11/1/2007         18,666,510         24,419           81,119            105,537
      38         12/1/2007         18,639,372         27,138           78,399            105,537
      39          1/1/2008         18,614,729         24,643           80,895            105,537
      40          2/1/2008         18,589,980         24,749           80,788            105,537
      41          3/1/2008         18,559,918         30,062           75,475            105,537
      42          4/1/2008         18,534,930         24,987           80,550            105,537
      43          5/1/2008         18,507,239         27,691           77,847            105,537
      44          6/1/2008         18,482,023         25,216           80,321            105,537
      45          7/1/2008         18,454,111         27,913           77,624            105,537



                                     Sch-5




   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

      46          8/1/2008         18,428,664         25,447           80,091            105,537
      47          9/1/2008         18,403,107         25,557           79,980            105,537
      48         10/1/2008         18,374,863         28,244           77,293            105,537
      49         11/1/2008         18,349,072         25,791           79,747            105,537
      50         12/1/2008         18,320,601         28,471           77,066            105,537
      51          1/1/2009         18,294,575         26,026           79,511            105,537
      52          2/1/2009         18,268,436         26,139           79,398            105,537
      53          3/1/2009         18,234,511         33,925           71,612            105,537
      54          4/1/2009         18,208,111         26,400           79,138            105,537
      55          5/1/2009         18,179,048         29,063           76,474            105,537
      56          6/1/2009         18,152,407         26,640           78,897            105,537
      57          7/1/2009         18,123,110         29,297           76,240            105,537
      58          8/1/2009         18,096,227         26,883           78,654            105,537
      59          9/1/2009         18,069,227         27,000           78,538            105,537
      60         10/1/2009         18,039,581         29,647           75,891            105,537
      61         11/1/2009         18,012,335         27,246           78,292            105,537
      62         12/1/2009         17,982,449         29,886           75,652            105,537
      63          1/1/2010         17,954,956         27,494           78,044            105,537
      64          2/1/2010         17,927,343         27,613           77,925            105,537
      65          3/1/2010         17,892,081         35,262           70,275            105,537
      66          4/1/2010         17,864,195         27,886           77,652            105,537
      67          5/1/2010         17,833,687         30,508           75,030            105,537
      68          6/1/2010         17,805,548         28,139           77,398            105,537
      69          7/1/2010         17,774,794         30,754           74,783            105,537
      70          8/1/2010         17,746,399         28,395           77,143            105,537
      71          9/1/2010         17,717,881         28,518           77,019            105,537
      72         10/1/2010         17,686,759         31,122           74,415            105,537
      73         11/1/2010         17,657,982         28,777           76,761            105,537
      74         12/1/2010         17,626,608         31,374           74,164            105,537
      75          1/1/2011         17,597,570         29,038           76,499            105,537
      76          2/1/2011         17,568,406         29,164           76,373            105,537
      77          3/1/2011         17,531,737         36,669           68,868            105,537
      78          4/1/2011         17,502,287         29,450           76,088            105,537
      79          5/1/2011         17,470,259         32,028           73,510            105,537
      80          6/1/2011         17,440,543         29,716           75,821            105,537
      81          7/1/2011         17,408,256         32,287           73,250            105,537
      82          8/1/2011         17,378,270         29,986           75,552            105,537
      83          9/1/2011         17,348,154         30,116           75,422            105,537
      84         10/1/2011         17,315,479         32,675           72,862            105,537
      85         11/1/2011         17,285,091         30,388           75,149            105,537
      86         12/1/2011         17,252,151         32,940           72,597            105,537
      87          1/1/2012         17,221,488         30,663           74,874            105,537
      88          2/1/2012         17,190,692         30,796           74,741            105,537
      89          3/1/2012         17,154,948         35,743           69,794            105,537
      90          4/1/2012         17,123,863         31,085           74,452            105,537
      91          5/1/2012         17,090,246         33,617           71,920            105,537
      92          6/1/2012         17,058,881         31,366           74,172            105,537
      93          7/1/2012         17,024,990         33,890           71,647            105,537
      94          8/1/2012         16,993,341         31,649           73,888            105,537



                                     Sch-6




   PERIOD          DATE         BALANCE ($)       PRINCIPAL ($)     INTEREST ($)    TOTAL PAYMENT ($)
   ------          ----         -----------       -------------     ------------    -----------------

      95          9/1/2012         16,961,555         31,786           73,751            105,537
      96         10/1/2012         16,927,256         34,299           71,239            105,537
      97         11/1/2012         16,895,183         32,073           73,464            105,537
      98         12/1/2012         16,860,606         34,578           70,960            105,537
      99          1/1/2013         16,828,243         32,362           73,175            105,537
     100          2/1/2013         16,795,740         32,503           73,035            105,537
     101          3/1/2013         16,756,042         39,698           65,839            105,537
     102          4/1/2013         16,723,226         32,816           72,721            105,537
     103          5/1/2013         16,687,926         35,300           70,238            105,537
     104          6/1/2013         16,654,814         33,112           72,426            105,537
     105          7/1/2013         16,619,227         35,587           69,950            105,537
     106          8/1/2013         16,585,817         33,410           72,127            105,537
     107          9/1/2013         16,552,262         33,555           71,982            105,537
     108         10/1/2013         16,516,244         36,018           69,520            105,537
     109         11/1/2013         16,482,387         33,857           71,681            105,537
     110         12/1/2013         16,446,076         36,311           69,226            105,537
     111          1/1/2014         16,411,915         34,161           71,376            105,537
     112          2/1/2014         16,377,605         34,310           71,228            105,537
     113          3/1/2014         16,336,268         41,337           64,200            105,537
     114          4/1/2014         16,301,630         34,638           70,899            105,537
     115          5/1/2014         16,264,559         37,071           68,467            105,537
     116          6/1/2014         16,229,610         34,949           70,588            105,537
     117          7/1/2014                0           37,373           68,164          16,229,610



                                     Sch-7




                                   SCHEDULE B
                               IO REFERENCE RATES



INTEREST ACCRUAL PERIOD(1)            REFERENCE RATE (%)              INTEREST ACCRUAL PERIOD(1)         REFERENCE RATE (%)
--------------------------            ------------------              --------------------------         ------------------

December 2004                              5.44508                    December 2008                           5.44361
January 2005                               5.44507                    January 2009                            5.44533
February 2005                              5.44560                    February 2009                           5.44613
March 2005                                 5.62567                    March 2009                              5.62593
April 2005                                 5.44503                    April 2009                              5.44518
May 2005                                   5.62565                    May 2009                                5.62583
June 2005                                  5.44501                    June 2009                               5.44509
July 2005                                  5.62562                    July 2009                               5.62574
August 2005                                5.62561                    August 2009                             5.62569
September 2005                             5.44497                    September 2009                          5.45314
October 2005                               5.62559                    October 2009                            5.63459
November 2005                              5.44495                    November 2009                           5.45361
December 2005                              5.44494                    December 2009                           5.45357
January 2006                               5.44493                    January 2010                            5.45353
February 2006                              5.44551                    February 2010                           5.45443
March 2006                                 5.62554                    March 2010                              5.63440
April 2006                                 5.44489                    April 2010                              5.45341
May 2006                                   5.62549                    May 2010                                5.63431
June 2006                                  5.44481                    June 2010                               5.45333
July 2006                                  5.62541                    July 2010                               5.63423
August 2006                                5.62537                    August 2010                             5.63419
September 2006                             5.44470                    September 2010                          5.45361
October 2006                               5.62529                    October 2010                            5.63549
November 2006                              5.44461                    November 2010                           5.45352
December 2006                              5.44458                    December 2010                           5.45347
January 2007                               5.44454                    January 2011                            5.45343
February 2007                              5.44522                    February 2011                           5.45440
March 2007                                 5.62510                    March 2011                              5.63526
April 2007                                 5.44442                    April 2011                              5.45328
May 2007                                   5.62502                    May 2011                                5.63517
June 2007                                  5.44434                    June 2011                               5.45319
July 2007                                  5.62494                    July 2011                               5.63507
August 2007                                5.62490                    August 2011                             5.63502
September 2007                             5.44422                    September 2011                          5.45304
October 2007                               5.62482                    October 2011                            5.63842
November 2007                              5.44414                    November 2011                           5.45603
December 2007                              5.62474                    December 2011                           5.68474
January 2008                               5.44406                    January 2012                            5.50128
February 2008                              5.44429                    February 2012                           5.50162
March 2008                                 5.62463                    March 2012                              5.68461
April 2008                                 5.44394                    April 2012                              5.50115
May 2008                                   5.62455                    May 2012                                5.68453
June 2008                                  5.44386                    June 2012                               5.50106
July 2008                                  5.62446                    July 2012                               5.68444
August 2008                                5.62442                    August 2012                             5.68440
September 2008                             5.44374                    September 2012                          5.50093
October 2008                               5.62434                    October 2012                            5.68431
November 2008                              5.44365                    November 2012                           5.50083


(1)  Each interest accrual period relates to the distribution date in the
     immediately following calendar month. For example, the December 2004
     interest accrual period relates to the January 2005 distribution date.


                                     Sch-8



                                APPENDIX A (1)(2)
                            MORTGAGE POOL INFORMATION


MORTGAGE LOAN SELLERS





                                                                                PERCENT BY     WEIGHTED      WEIGHTED
                                                                AGGREGATE       AGGREGATE       AVERAGE       AVERAGE
                                            NUMBER OF        CUT-OFF DATE    CUT-OFF DATE      MORTGAGE     REMAINING
LOAN SELLER                               MORTGAGE LOANS       BALANCE ($)     BALANCE (%)      RATE (%)   TERM (MOS.)
-----------                               --------------       -----------     -----------      --------   -----------

Prudential Mortgage Capital Funding             31            454,055,452            42.6        5.5172           128
Bear Stearns Commercial Mortgage, Inc.          15            281,234,839            26.4        5.5366           133
Wells Fargo Bank, N.A.                          41            270,115,820            25.3        5.5377           109
Nationwide Life Insurance Co.                   8              61,615,875             5.8        5.5247           124
                                                --         --------------          ------       -------           ---
TOTAL/WEIGHTED AVERAGE:                         95         $1,067,021,986          100.0%       5.5279%           124
                                                ==         ==============          =====        ======            ===





                                                                WEIGHTED     WEIGHTED
                                               WEIGHTED          AVERAGE      AVERAGE
                                                AVERAGE     CUT-OFF DATE      BALLOON
LOAN SELLER                                     DSCR (X)          LTV (%)      LTV (%)
-----------                                     --------          -------      -------

Prudential Mortgage Capital Funding                1.46             69.7         49.9
Bear Stearns Commercial Mortgage, Inc.             1.55             71.2         58.3
Wells Fargo Bank, N.A.                             1.80             65.7         55.2
Nationwide Life Insurance Co.                      1.57             66.8         48.5
                                                   ----             ----         ----
TOTAL/WEIGHTED AVERAGE:                            1.58x            68.9%        53.4%
                                                   ====             ====         ====



CUT-OFF DATE BALANCES



                                                                  PERCENT BY      WEIGHTED
                                                 AGGREGATE         AGGREGATE       AVERAGE
                              NUMBER OF       CUT-OFF DATE      CUT-OFF DATE      MORTGAGE
CUT-OFF DATE BALANCE ($)    MORTGAGE LOANS      BALANCE ($)       BALANCE (%)      RATE (%)
------------------------    --------------      -----------       -----------      --------

   652,838 - 2,000,000            9             13,171,755               1.2        5.9190
 2,000,001 - 3,000,000           10             24,043,078               2.3        5.8271
 3,000,001 - 5,000,000           28            110,894,029              10.4        5.6977
 5,000,001 - 7,000,000           16             95,240,519               8.9        5.6580
 7,000,001 - 9,000,000            3             23,796,192               2.2        5.5325
 9,000,001 - 11,000,000           2             19,068,125               1.8        5.5451
11,000,001 - 13,000,000           4             46,615,825               4.4        5.5773
13,000,001 - 15,000,000           3             42,456,881               4.0        5.4610
15,000,001 - 17,000,000           2             32,517,504               3.0        5.5848
17,000,001 - 19,000,000           4             72,679,974               6.8        5.4841
19,000,001 - 21,000,000           3             59,488,196               5.6        5.1512
21,000,001 - 31,000,000           5            118,382,967              11.1        5.6419
31,000,001 - 41,000,000           1             32,950,595               3.1        5.7600
41,000,001 - 61,000,000           3            160,907,670              15.1        5.6511
61,000,001 - 125,000,000          2            214,808,675              20.1        5.2456
                                  -         --------------             -----        ------
TOTAL/WEIGHTED AVERAGE:          95         $1,067,021,986             100.0%       5.5279%
                                 ==         ==============             =====        ======



                               WEIGHTED                    WEIGHTED      WEIGHTED
                                AVERAGE    WEIGHTED         AVERAGE       AVERAGE
                              REMAINING     AVERAGE    CUT-OFF DATE       BALLOON
CUT-OFF DATE BALANCE ($)     TERM (MOS.)    DSCR (X)         LTV (%)       LTV (%)
------------------------     -----------    --------         -------       -------

   652,838 - 2,000,000              127        1.56            59.7          42.3
 2,000,001 - 3,000,000              114        1.53            68.8          57.4
 3,000,001 - 5,000,000              122        1.51            67.8          51.7
 5,000,001 - 7,000,000              128        1.57            67.7          46.9
 7,000,001 - 9,000,000              119        1.46            75.2          63.0
 9,000,001 - 11,000,000             177        1.46            64.6          29.0
11,000,001 - 13,000,000             133        1.35            76.6          49.4
13,000,001 - 15,000,000             119        1.73            75.1          63.1
15,000,001 - 17,000,000             118        1.55            77.5          66.7
17,000,001 - 19,000,000             149        1.66            66.2          41.3
19,000,001 - 21,000,000              97        1.71            65.1          57.5
21,000,001 - 31,000,000             151        1.55            74.6          52.9
31,000,001 - 41,000,000             119        1.34            71.3          55.0
41,000,001 - 61,000,000             135        1.77            65.7          53.6
61,000,001 - 125,000,000             98        1.52            67.0          58.1
                                     --        ----            ----          ----
TOTAL/WEIGHTED AVERAGE:             124        1.58X           68.9%         53.4%
                                    ===        ====            ====          ====

Minimum: $652,838
Maximum: $125,000,000
Average: $11,231,810



(1) For purposes of the prospectus supplement and this Annex A, the $125,000,000
11 Penn Plaza pooled mortgage loan represents a 56.8% portion of a pari passu
note in a $220,000,000 first mortgage loan in a split loan structure comprised
of two (2) pari passu notes. One (1) of such notes with a loan amount of
$95,000,000 is not included in the trust. All LTV and DSCR figures in this table
are based on the total $220,000,000 financing.

(2) For purposes of the prospectus supplement and this Annex A, the $49,914,589
Lincoln Square pooled mortgage loan represents a 31.3% portion of a pari passu
note in a $159,726,684 first mortgage loan in a split loan structure comprised
of three (3) pari passu notes. Two (2) of such notes (one with a loan amount of
$59,897,506 and the other with a loan amount of $49,914,589) are not included in
the trust. All LTV and DSCR figures in this table are based on the total
$159,726,684 financing.


                                      A-1


                                APPENDIX A (1)(2)
                            MORTGAGE POOL INFORMATION



STATES



                                                                                 PERCENT BY    WEIGHTED      WEIGHTED
                                                                 AGGREGATE        AGGREGATE     AVERAGE       AVERAGE    WEIGHTED
                                       NUMBER OF              CUT-OFF DATE     CUT-OFF DATE    MORTGAGE     REMAINING     AVERAGE
STATE                             MORTGAGED PROPERTIES          BALANCE ($)      BALANCE (%)    RATE (%)   TERM (MOS.)    DSCR (x)
-----                             --------------------          -----------      -----------    --------   -----------    --------

Texas                                      7                   155,621,815             14.6      5.4850           120        1.42
New York                                   3                   130,193,147             12.2      5.2158            87        1.56
California                                 25                  127,924,734             12.0      5.5119           133        1.60
     Southern California                   19                   90,368,162              8.5      5.5448           117        1.61
     Northern California                   6                    37,556,573              3.5      5.4330           171        1.56
Florida                                    6                    82,787,665              7.8      5.6356           119        2.27
Pennsylvania                               7                    65,804,346              6.2      5.5875           148        1.64
Ohio                                       2                    62,569,754              5.9      5.4488           119        1.37
New Jersey                                 12                   55,029,910              5.2      5.4853           119        1.71
District of Columbia                       1                    49,914,589              4.7      5.9970           172        1.32
Massachusetts                              3                    39,612,766              3.7      5.4549           118        1.61
Utah                                       3                    34,131,301              3.2      5.5455           115        1.50
Virginia                                   1                    24,000,000              2.2      5.8600           117        1.64
Minnesota                                  2                    23,503,733              2.2      5.2031           116        1.35
Alaska                                     3                    22,800,000              2.1      5.7600           180        1.46
Colorado                                   11                   21,369,470              2.0      5.5732           140        1.66
Connecticut                                2                    21,167,504              2.0      5.7603           118        1.30
North Carolina                             1                    20,000,000              1.9      5.1400            57        2.12
Washington                                 3                    19,758,059              1.9      5.4650           149        1.28
Michigan                                   3                    18,686,838              1.8      5.3349           118        1.74
Arizona                                    6                    17,550,989              1.6      5.7205           183        1.49
Illinios                                   3                    17,065,659              1.6      5.6420           197        1.40
Maryland                                   1                    11,316,800              1.1      5.8500           117        1.39
New Mexico                                 3                    11,033,817              1.0      5.8593           117        1.46
Nevada                                     2                     7,633,133              0.7      5.7729           118        1.52
Alabama                                    1                     5,772,527              0.5      5.4400            69        1.55
Georgia                                    1                     5,436,989              0.5      6.7600           174        1.32
Louisianna                                 1                     5,040,000              0.5      5.6800           120        1.42
Kentucky                                   1                     4,429,924              0.4      5.5400           117        1.36
Nebraska                                   1                     3,596,198              0.3      5.6900           119        1.39
South Carolina                             1                     3,270,317              0.3      6.0500           115        1.39
                                           -                     ---------              ---      ------           ---        ----
TOTAL/WEIGHTED AVERAGE:                   116               $1,067,021,986            100.0%     5.5279%          124        1.58x
                                          ===               ==============            =====      ======           ===        ====



                                        WEIGHTED          WEIGHTED
                                         AVERAGE           AVERAGE
                                    CUT-OFF DATE           BALLOON
STATE                                     LTV (%)           LTV (%)
-----                                     -------           -------

Texas                                       69.2              55.1
New York                                    66.9              58.4
California                                  64.0              45.0
     Southern California                    62.8              51.3
     Northern California                    67.1              29.7
Florida                                     53.3              41.2
Pennsylvania                                76.3              57.8
Ohio                                        75.7              68.6
New Jersey                                  66.7              56.6
District of Columbia                        72.6              53.5
Massachusetts                               77.0              65.1
Utah                                        75.5              63.2
Virginia                                    75.0              65.7
Minnesota                                   79.7              66.5
Alaska                                      61.8               1.3
Colorado                                    65.5              38.7
Connecticut                                 77.5              65.5
North Carolina                              59.7              59.7
Washington                                  75.0              46.4
Michigan                                    74.8              63.2
Arizona                                     64.0              25.9
Illinios                                    70.3              25.9
Maryland                                    79.1              67.1
New Mexico                                  70.9              58.7
Nevada                                      67.2              55.3
Alabama                                     77.0              67.2
Georgia                                     63.2              26.4
Louisianna                                  80.0              67.3
Kentucky                                    78.4              60.2
Nebraska                                    74.9              63.1
South Carolina                              78.1              66.7
                                            ----              ----
TOTAL/WEIGHTED AVERAGE:                     68.9%             53.4%
                                            ====              ====



(1) For purposes of the prospectus supplement and this Annex A, the $125,000,000
11 Penn Plaza pooled mortgage loan represents a 56.8% portion of a pari passu
note in a $220,000,000 first mortgage loan in a split loan structure comprised
of two (2) pari passu notes. One (1) of such notes with a loan amount of
$95,000,000 is not included in the trust. All LTV and DSCR figures in this table
are based on the total $220,000,000 financing.

(2) For purposes of the prospectus supplement and this Annex A, the $49,914,589
Lincoln Square pooled mortgage loan represents a 31.3% portion of a pari passu
note in a $159,726,684 first mortgage loan in a split loan structure comprised
of three (3) pari passu notes. Two (2) of such notes (one with a loan amount of
$59,897,506 and the other with a loan amount of $49,914,589) are not included in
the trust. All LTV and DSCR figures in this table are based on the total
$159,726,684 financing.


                                      A-2


                                APPENDIX A (1)(2)
                            MORTGAGE POOL INFORMATION


PROPERTY TYPES



                                                                              PERCENT BY     WEIGHTED      WEIGHTED
                                                               AGGREGATE       AGGREGATE      AVERAGE       AVERAGE   WEIGHTED
                                         NUMBER OF          CUT-OFF DATE    CUT-OFF DATE     MORTGAGE     REMAINING    AVERAGE
PROPERTY TYPE                       MORTGAGED PROPERTIES      BALANCE ($)     BALANCE (%)     RATE (%)   TERM (MOS.)   DSCR (x)
-------------                       --------------------      -----------     -----------     --------   -----------   --------

Retail                                       45              441,616,552            41.4       5.5027           121       1.47
Office                                       15              305,719,330            28.7       5.5738           119       1.49
Hospitality                                  5                94,456,416             8.9       5.6429           133       2.18
Multifamily                                  19               88,524,636             8.3       5.3601           119       1.72
Industrial                                   20               67,696,395             6.3       5.6517           183       1.49
Mixed Use                                    4                30,929,553             2.9       5.3044           108       2.00
Manufactured Housing Community               2                21,793,099             2.0       5.3727           118       1.59
Self Storage                                 3                 9,881,930             0.9       5.6490            77       1.50
Land                                         3                 6,404,075             0.6       5.8117           128       1.36
                                             -                 ---------             ---       ------           ---       ----
TOTAL/WEIGHTED AVERAGE:                     116           $1,067,021,986           100.0%      5.5279%          124       1.58x
                                            ===           ==============           =====       ======           ===       ====


                                        WEIGHTED          WEIGHTED
                                         AVERAGE           AVERAGE
                                    CUT-OFF DATE           BALLOON
PROPERTY TYPE                             LTV (%)           LTV (%)
-------------                             -------           -------
Retail                                      72.1              59.4
Office                                      69.6              54.6
Hospitality                                 53.6              30.8
Multifamily                                 70.4              60.0
Industrial                                  66.0              27.7
Mixed Use                                   68.6              59.5
Manufactured Housing Community              62.7              51.3
Self Storage                                67.2              58.1
Land                                        82.1              66.2
                                            ----              ----
TOTAL/WEIGHTED AVERAGE:                     68.9%             53.4%
                                            ====              ====



Mortgage Rates



                                                                    PERCENT BY   WEIGHTED      WEIGHTED
                                                     AGGREGATE       AGGREGATE    AVERAGE       AVERAGE
                              NUMBER OF           CUT-OFF DATE    CUT-OFF DATE   MORTGAGE     REMAINING
MORTGAGE RATE (%)           MORTGAGE LOANS          BALANCE ($)     BALANCE (%)   RATE (%)   TERM (MOS.)
-----------------           --------------          -----------     -----------   --------   -----------

5.0300% - 5.2500%                 9                197,819,629            18.5     5.1617            87
5.2501% - 5.5000%                 22               322,015,271            30.2     5.3731           116
5.5001% - 5.7500%                 29               296,903,521            27.8     5.6010           145
5.7501% - 6.0000%                 21               211,944,718            19.9     5.8755           142
6.0001% - 6.2500%                 10                29,461,609             2.8     6.1148           117
6.2501% - 6.5000%                 3                  3,440,250             0.3     6.3874           130
6.5001% - 6.7600%                 1                  5,436,989             0.5     6.7600           174
                                  -                  ---------             ---     ------           ---
TOTAL/WEIGHTED AVERAGE:           95            $1,067,021,986           100.0%    5.5279%          124
                                  ==            ==============           =====     ======           ===



                                             WEIGHTED          WEIGHTED
                             WEIGHTED         AVERAGE           AVERAGE
                              AVERAGE    CUT-OFF DATE           BALLOON
MORTGAGE RATE (%)             DSCR (x)         LTV (%)           LTV (%)
-----------------             --------         -------           -------

5.0300% - 5.2500%                1.64            66.9              59.0
5.2501% - 5.5000%                1.56            70.0              59.7
5.5001% - 5.7500%                1.72            66.9              45.3
5.7501% - 6.0000%                1.39            72.3              50.4
6.0001% - 6.2500%                1.38            68.4              55.8
6.2501% - 6.5000%                1.37            63.4              44.1
6.5001% - 6.7600%                1.32            63.2              26.4
                                 ----            ----              ----
TOTAL/WEIGHTED AVERAGE:          1.58x           68.9%             53.4%
                                 ====            ====              ====

Minimum: 5.0300%
Maximum: 6.7600%
Weighted Average: 5.5279%



(1) For purposes of the prospectus supplement and this Annex A, the $125,000,000
11 Penn Plaza pooled mortgage loan represents a 56.8% portion of a pari passu
note in a $220,000,000 first mortgage loan in a split loan structure comprised
of two (2) pari passu notes. One (1) of such notes with a loan amount of
$95,000,000 is not included in the trust. All LTV and DSCR figures in this table
are based on the total $220,000,000 financing.

(2) For purposes of the prospectus supplement and this Annex A, the $49,914,589
Lincoln Square pooled mortgage loan represents a 31.3% portion of a pari passu
note in a $159,726,684 first mortgage loan in a split loan structure comprised
of three (3) pari passu notes. Two (2) of such notes (one with a loan amount of
$59,897,506 and the other with a loan amount of $49,914,589) are not included in
the trust. All LTV and DSCR figures in this table are based on the total
$159,726,684 financing.


                                      A-3


                                APPENDIX A (1)(2)
                            MORTGAGE POOL INFORMATION


REMAINING TERMS TO STATED MATURITY OR ARD



                                                                    PERCENT BY     WEIGHTED      WEIGHTED
                                                                    AGGREGATE      AGGREGATE     AVERAGE       AVERAGE
                                              NUMBER OF          CUT-OFF DATE   CUT-OFF DATE    MORTGAGE     REMAINING
REMAINING TERM TO STATED MATURITY (MOS.)    MORTGAGE LOANS         BALANCE ($)    BALANCE (%)    RATE (%)   TERM (MOS.)
----------------------------------------    --------------         -----------    -----------    --------   -----------

 49 - 60                                          4                32,248,912            3.0      5.2022            56
 61 - 84                                          4               140,074,893           13.1      5.2102            83
 85 - 120                                         73              720,280,093           67.5      5.5483           118
121 - 239                                         14              174,418,088           16.3      5.7594           197
                                                  --              -----------           ----      ------           ---
TOTAL/WEIGHTED AVERAGE:                           95           $1,067,021,986          100.0%     5.5279%          124
                                                  ==           ==============          =====      ======           ===


                                                               WEIGHTED          WEIGHTED
                                              WEIGHTED          AVERAGE           AVERAGE
                                               AVERAGE     CUT-OFF DATE           BALLOON
REMAINING TERM TO STATED MATURITY (MOS.)       DSCR (x)          LTV (%)           LTV (%)
----------------------------------------       --------          -------           -------

 49 - 60                                          2.01             61.2              59.0
 61 - 84                                          1.59             67.2              59.9
 85 - 120                                         1.59             69.6              58.3
121 - 239                                         1.45             69.1              26.7
                                                  ----             ----              ----
TOTAL/WEIGHTED AVERAGE:                           1.58x            68.9%             53.4%
                                                  ====             ====              ====

Minimum: 49 mos.
Maximum: 239 mos.
Weighted Average: 124 mos.



DEBT SERVICE COVERAGE RATIOS



                                                                           PERCENT BY    WEIGHTED      WEIGHTED
                                                             AGGREGATE      AGGREGATE     AVERAGE       AVERAGE
                                       NUMBER OF          CUT-OFF DATE   CUT-OFF DATE    MORTGAGE     REMAINING
DEBT SERVICE COVERAGE RATIO (X)      MORTGAGE LOANS         BALANCE ($)    BALANCE (%)    RATE (%)   TERM (MOS.)
-------------------------------      --------------         -----------    -----------    --------   -----------

1.16 - 1.20                                3                 8,835,352            0.8      5.8084           191
1.21 - 1.30                                8                57,167,942            5.4      5.6429           118
1.31 - 1.40                                26              320,070,816           30.0      5.6929           139
1.41 - 1.50                                16              172,326,551           16.2      5.4646           139
1.51 - 1.60                                18              216,839,411           20.3      5.3532            98
1.61 - 1.70                                6                66,808,132            6.3      5.5547           117
1.71 - 1.80                                4                54,800,000            5.1      5.6198           151
1.81 - 1.90                                5                54,248,157            5.1      5.4005           119
1.91 - 2.00                                1                13,500,000            1.3      5.4460           119
2.01 - 2.10                                4                19,298,581            1.8      5.3311           105
2.11 - 2.20                                2                25,649,669            2.4      5.1642            55
2.31 - 2.90                                2                57,477,375            5.4      5.5503           116
                                           -                ----------            ---      ------           ---
TOTAL/WEIGHTED AVERAGE:                    95           $1,067,021,986          100.0%     5.5279%          124
                                           ==           ==============          =====      ======           ===




                                                          WEIGHTED          WEIGHTED
                                  WEIGHTED                 AVERAGE           AVERAGE
                                   AVERAGE            CUT-OFF DATE           BALLOON
DEBT SERVICE COVERAGE RATIO (X)    DSCR (x)                 LTV (%)           LTV (%)
-------------------------------    --------                 -------           -------

1.16 - 1.20                           1.18                    69.2              19.6
1.21 - 1.30                           1.28                    75.1              62.1
1.31 - 1.40                           1.35                    73.1              52.7
1.41 - 1.50                           1.46                    68.1              47.7
1.51 - 1.60                           1.55                    68.6              57.8
1.61 - 1.70                           1.65                    64.1              54.5
1.71 - 1.80                           1.78                    68.1              51.6
1.81 - 1.90                           1.85                    76.9              66.8
1.91 - 2.00                           1.98                    74.2              65.0
2.01 - 2.10                           2.09                    60.2              54.1
2.11 - 2.20                           2.12                    59.4              58.2
2.31 - 2.90                           2.64                    47.8              36.7
                                      ----                    ----              ----
TOTAL/WEIGHTED AVERAGE:               1.58x                   68.9%             53.4%
                                      ====                    ====              ====


Minimum: 1.16x
Maximum: 2.90x
Weighted Average: 1.58x

(1) For purposes of the prospectus supplement and this Annex A, the $125,000,000
11 Penn Plaza pooled mortgage loan represents a 56.8% portion of a pari passu
note in a $220,000,000 first mortgage loan in a split loan structure comprised
of two (2) pari passu notes. One (1) of such notes with a loan amount of
$95,000,000 is not included in the trust. All LTV and DSCR figures in this table
are based on the total $220,000,000 financing.

(2) For purposes of the prospectus supplement and this Annex A, the $49,914,589
Lincoln Square pooled mortgage loan represents a 31.3% portion of a pari passu
note in a $159,726,684 first mortgage loan in a split loan structure comprised
of three (3) pari passu notes. Two (2) of such notes (one with a loan amount of
$59,897,506 and the other with a loan amount of $49,914,589) are not included in
the trust. All LTV and DSCR figures in this table are based on the total
$159,726,684 financing.


                                      A-4


                                APPENDIX A (1)(2)
                            MORTGAGE POOL INFORMATION

CUT-OFF DATE LOAN-TO-VALUE RATIOS



                                                                               PERCENT BY    WEIGHTED       WEIGHTED
                                                                AGGREGATE       AGGREGATE     AVERAGE        AVERAGE
                                          NUMBER OF          CUT-OFF DATE    CUT-OFF DATE    MORTGAGE      REMAINING
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)    MORTGAGE LOANS         BALANCE ($)     BALANCE (%)    RATE (%)    TERM (MOS.)
------------------------------------    --------------         -----------     -----------    --------    -----------

33.5% - 40.0%                                 1                 3,420,959             0.3      5.1600            106
45.1% - 50.0%                                 3                62,747,213             5.9      5.5813            121
50.1% - 55.0%                                 3                10,385,889             1.0      5.6379            170
55.1% - 60.0%                                 14              112,126,009            10.5      5.4371            107
60.1% - 65.0%                                 12               64,393,520             6.0      5.7060            173
65.1% - 70.0%                                 14              286,300,265            26.8      5.3323            114
70.1% - 75.0%                                 21              202,683,630            19.0      5.7770            137
75.1% - 83.3%                                 27              324,964,502            30.5      5.5311            121
                                              --              -----------            ----      ------            ---
TOTAL/WEIGHTED AVERAGE:                       95           $1,067,021,986           100.0%     5.5279%           124
                                              ==           ==============           =====      ======            ===



                                                              WEIGHTED          WEIGHTED
                                          WEIGHTED             AVERAGE           AVERAGE
                                           AVERAGE        CUT-OFF DATE           BALLOON
CUT-OFF DATE LOAN-TO-VALUE RATIO (%)       DSCR (x)             LTV (%)           LTV (%)
------------------------------------       --------             -------           -------

33.5% - 40.0%                                 2.90                33.5              25.9
45.1% - 50.0%                                 2.52                48.6              35.1
50.1% - 55.0%                                 1.50                51.9               8.4
55.1% - 60.0%                                 1.75                58.0              47.7
60.1% - 65.0%                                 1.51                63.2              26.9
65.1% - 70.0%                                 1.51                67.3              52.9
70.1% - 75.0%                                 1.44                72.7              53.7
75.1% - 83.3%                                 1.49                77.7              66.1
                                              ----                ----              ----
TOTAL/WEIGHTED AVERAGE:                       1.58x               68.9%             53.4%
                                              ====                ====              ====

Minimum: 33.5%
Maximum: 83.3%
Weighted Average: 68.9%


BALLOON LOAN-TO-VALUE RATIOS




                                                                               PERCENT BY    WEIGHTED       WEIGHTED
                                                                AGGREGATE       AGGREGATE     AVERAGE        AVERAGE
                                          NUMBER OF          CUT-OFF DATE    CUT-OFF DATE    MORTGAGE      REMAINING
BALLOON LOAN-TO-VALUE RATIO (%)         MORTGAGE LOANS         BALANCE ($)     BALANCE (%)    RATE (%)    TERM (MOS.)
-------------------------------         --------------         -----------     -----------    --------    -----------

0.5% - 25.0%                                  11               91,066,510             8.5      5.6359            219
25.1% - 30.0%                                 2                 8,857,949             0.8      6.1421            148
35.1% - 40.0%                                 3                61,684,052             5.8      5.5528            117
40.1% - 45.0%                                 2                 8,394,559             0.8      5.5845            117
45.1% - 50.0%                                 7                66,102,387             6.2      5.4849            119
50.1% - 55.0%                                 16              145,447,483            13.6      5.8003            134
55.1% - 60.0%                                 13              278,457,346            26.1      5.2829             97
60.1% - 65.0%                                 21              154,281,336            14.5      5.5715            128
65.1% - 70.0%                                 18              244,252,999            22.9      5.5497            116
70.1% - 71.9%                                 2                 8,477,366             0.8      5.7803            109
                                              -                 ---------             ---      ------            ---
TOTAL/WEIGHTED AVERAGE:                       95           $1,067,021,986           100.0%     5.5279%           124
                                              ==           ==============           =====      ======            ===



                                                                  WEIGHTED          WEIGHTED
                                          WEIGHTED                 AVERAGE           AVERAGE
                                           AVERAGE            CUT-OFF DATE           BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)            DSCR (x)                 LTV (%)           LTV (%)
-------------------------------            --------                 -------           -------

0.5% - 25.0%                                  1.42                    64.5               1.5
25.1% - 30.0%                                 1.93                    51.7              26.2
35.1% - 40.0%                                 2.52                    49.1              37.6
40.1% - 45.0%                                 1.54                    55.6              42.8
45.1% - 50.0%                                 1.69                    57.7              48.0
50.1% - 55.0%                                 1.40                    69.1              53.7
55.1% - 60.0%                                 1.56                    66.7              58.2
60.1% - 65.0%                                 1.54                    75.8              62.9
65.1% - 70.0%                                 1.51                    77.3              67.2
70.1% - 71.9%                                 1.40                    82.3              70.9
                                              ----                    ----              ----
TOTAL/WEIGHTED AVERAGE:                       1.58x                   68.9%             53.4%
                                              ====                    ====              ====

Minimum: 0.5%
Maximum: 71.9%
Weighted Average: 53.4%



(1) For purposes of the prospectus supplement and this Annex A, the $125,000,000
11 Penn Plaza pooled mortgage loan represents a 56.8% portion of a pari passu
note in a $220,000,000 first mortgage loan in a split loan structure comprised
of two (2) pari passu notes. One (1) of such notes with a loan amount of
$95,000,000 is not included in the trust. All LTV and DSCR figures in this table
are based on the total $220,000,000 financing.

(2) For purposes of the prospectus supplement and this Annex A, the $49,914,589
Lincoln Square pooled mortgage loan represents a 31.3% portion of a pari passu
note in a $159,726,684 first mortgage loan in a split loan structure comprised
of three (3) pari passu notes. Two (2) of such notes (one with a loan amount of
$59,897,506 and the other with a loan amount of $49,914,589) are not included in
the trust. All LTV and DSCR figures in this table are based on the total
$159,726,684 financing.


                                      A-5


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                     [THIS PAGE INTENTIONALLY LEFT BLANK.]







BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC., SERIES 2004-PWR6

APPENDIX B - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

                                                                                        % OF                   MORTGAGE
            CMSA       CMSA                                                         INITIAL POOL    # OF         LOAN
   ID     LOAN NO. PROPERTY NO.  PROPERTY NAME                                        BALANCE    PROPERTIES   SELLER (1)
--------------------------------------------------------------------------------------------------------------------------

   1         1        1-001      11 Penn Plaza                                         11.7%          1          PMCF
   2         2        2-001      Highland Village                                       8.4%          1         BSCMI
   3         3        3-001      Eton Collection                                        5.3%          1          PMCF
   4         4        4-001      Hilton Sandestin Beach Golf Resort & Spa (7)           5.1%          1          WFB
   5         5        5-001      Lincoln Square                                         4.7%          1         BSCMI
--------------------------------------------------------------------------------------------------------------------------
   6         6        6-001      BAMC Building                                          3.1%          1          PMCF
   7         7        7-001      Plymouth Square Shopping Center                        2.6%          1         BSCMI
   8         8        8-001      Waterfront I & II                                      2.2%          1          PMCF
   9         9        9-001      The Pointe at 53rd                                     2.1%          1          PMCF
   10        10       10-001     Caruth Plaza                                           2.1%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   11        11                  Berry Plastic Manufacturing Plant (7)                  2.0%          4          PMCF
  11-a                11-001     Berry Plastic Manufacturing Plant - Alsip, IL South    0.9%                     PMCF
  11-b                11-002     Berry Plastic Manufacturing Plant - Tolleson, AZ       0.7%                     PMCF
  11-c                11-003     Berry Plastic Manufacturing Plant - Geddes, NY         0.3%                     PMCF
  11-d                11-004     Berry Plastic Manufacturing Plant - Alsip, IL North    0.2%                     PMCF
--------------------------------------------------------------------------------------------------------------------------
   12        12       12-001     Centrum Shopping Center                                1.9%          1          WFB
   13        13       13-001     Pine Gate Apartments (7)                               1.9%          1         BSCMI
   14        14       14-001     Lakeville Shopping Center                              1.8%          1          WFB
   15        15       15-001     Village at Chestnut Hill                               1.8%          1          WFB
   16        16       16-001     Shaklee Corporation (7)                                1.8%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   17        17       17-001     Tampa Hilton                                           1.6%          1       Nationwide
   18        18       18-001     Friendly Village                                       1.6%          1          WFB
   19        19       19-001     Merritt Crossing                                       1.6%          1          WFB
   20        20                  Lakecrest Apartment Portfolio                          1.5%          2         BSCMI
  20-a                20-001     Lakecrest Ravine & Shoreline Apartments                0.9%                    BSCMI
--------------------------------------------------------------------------------------------------------------------------
  20-b                20-001     Lakecrest Park & Shore Apartments                      0.6%                    BSCMI
   21        21                  Sheng Portfolio II                                     1.4%          5         BSCMI
  21-a                21-001     Red Lion Manor                                         0.4%                    BSCMI
  21-b                21-002     Joralemon Street Apartments                            0.3%                    BSCMI
  21-c                21-003     Karl Place Apartments                                  0.3%                    BSCMI
--------------------------------------------------------------------------------------------------------------------------
  21-d                21-004     Lincoln Apartments                                     0.2%                    BSCMI
  21-e                21-005     Ambassador Apartments                                  0.2%                    BSCMI
   22        22       22-001     BJ's Wholesale Club at Quartermaster Plaza (12)        1.4%          1       Nationwide
   23        23                  Sheng Portfolio I                                      1.3%          5         BSCMI
  23-a                23-001     Cheswick Square Apartments                             0.4%                    BSCMI
--------------------------------------------------------------------------------------------------------------------------
  23-b                23-002     Greylock Garden Apartments                             0.3%                    BSCMI
  23-c                23-003     Highland Park Gardens                                  0.3%                    BSCMI
  23-d                23-004     Stephens Street Apartments                             0.1%                    BSCMI
  23-e                23-005     Maplewood Apartments                                   0.1%                    BSCMI
   24        24       24-001     Roslindale Plaza                                       1.1%          1         BSCMI
--------------------------------------------------------------------------------------------------------------------------
   25        25       25-001     Residence Inn by Marriott                              1.1%          1          PMCF
   26        26       26-001     Metropolitan Apartments                                1.1%          1          PMCF
   27        27       27-001     Troy Hill Drive                                        1.1%          1          WFB
   28        28       28-001     Monrovia Marketplace                                   0.9%          1         BSCMI
   29        29                  Castle Rock Portfolio                                  0.9%          8          PMCF
--------------------------------------------------------------------------------------------------------------------------
  29-a                29-001     Castle Rock - Englewood, CO I                          0.2%                     PMCF
  29-b                29-002     Castle Rock - Chandler, AZ                             0.2%                     PMCF
  29-c                29-003     Castle Rock - Englewood, CO III                        0.1%                     PMCF
  29-d                29-004     Castle Rock - Englewood, CO IV                         0.1%                     PMCF
  29-e                29-005     Castle Rock - Englewood, CO II                         0.1%                     PMCF
--------------------------------------------------------------------------------------------------------------------------
  29-f                29-006     Castle Rock - Englewood, CO V                          0.1%                     PMCF
  29-g                29-007     Castle Rock - Englewood, CO VI                         0.0%                     PMCF
  29-h                29-008     Castle Rock - Englewood, CO VII                        0.0%                     PMCF
   30        30       30-001     Nagog Park                                             0.8%          1       Nationwide
   31        31       31-001     Princeton Meadows Shopping Center                      0.7%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   32        32       32-001     Circuit City Store                                     0.7%          1          WFB
   33        33       33-001     Courtyard by Marriott                                  0.7%          1          PMCF
   34        34       34-001     Little Cottonwood Shopping Center                      0.7%          1          WFB
   35        35       35-001     2140 Shattuck Ave Office                               0.6%          1          WFB
   36        36       36-001     Heritage Town Center                                   0.6%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   37        37                  Wolverine Brass                                        0.6%          2          PMCF
  37-a                 37-a      Wolverine Brass - Concordville, PA                     0.3%                     PMCF
  37-b                 37-b      Wolverine Brass - Oceanside, CA                        0.3%                     PMCF
   38        38       38-001     Rosemore Shopping Center                               0.6%          1         BSCMI
   39        39       39-001     Orland Park Place Outlots (12)                         0.6%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   40        40       40-001     Hilton Square Office Building                          0.5%          1          WFB
   41        41       41-001     Teledyne Reynolds Building                             0.5%          1         BSCMI
   42        42       42-001     Springs Business Park                                  0.5%          1       Nationwide
   43        43       43-001     8920 & 8957 Canyon Falls                               0.5%          1          WFB
   44        44       44-001     Sam Moon Center                                        0.5%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   45        45       45-001     World Airways Corporate Headquarters                   0.5%          1          PMCF
   46        46       46-001     Boat Canyon Village                                    0.5%          1          WFB
   47        47       47-001     Parkridge Center                                       0.5%          1          PMCF
   48        48       48-001     Belle Meade Shopping Center                            0.5%          1          PMCF
   49        49       49-001     Antonio Parkway                                        0.5%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   50        50       50-001     Pioneer Industrial II                                  0.5%          1          PMCF
   51        51       51-001     Covington Walgreens Center                             0.5%          1       Nationwide
   52        52                  Inverness & Zephyrhills Retail Centers                 0.5%          2          WFB
  52-a                52-001     Zephyrhills Retail Center                              0.2%                     WFB
  52-b                52-002     Inverness Retail Center                                0.2%                     WFB
--------------------------------------------------------------------------------------------------------------------------
   53        53       53-001     Knightboxx Walgreens                                   0.4%          1       Nationwide
   54        54       54-001     Walgreens Palmer                                       0.4%          1         BSCMI
   55        55       55-001     Eastgate Apartments                                    0.4%          1          PMCF
   56        56       56-001     Holiday Park Manufactured Home Community               0.4%          1          PMCF
   57        57       57-001     Birch Court Apartments                                 0.4%          1          WFB
--------------------------------------------------------------------------------------------------------------------------
   58        58       58-001     Centerville Marketplace                                0.4%          1       Nationwide
   59        59       59-001     SpringHill Suites by Marriott                          0.4%          1          PMCF
   60        60       60-001     1182 - 1214 Farmington Avenue                          0.4%          1         BSCMI
   61        61       61-001     Marketplace West Phase I                               0.4%          1          WFB
   62        62       62-001     Walgreens Westampton                                   0.4%          1         BSCMI
--------------------------------------------------------------------------------------------------------------------------
   63        63       63-001     Ridgeview Marketplace                                  0.4%          1          WFB
   64        64       64-001     Plaza Farmington III                                   0.3%          1          WFB
   65        65       65-001     Los Alamos Business Center                             0.3%          1          PMCF
   66        66       66-001     Walgreens- Albuquerque                                 0.3%          1          WFB
   67        67       67-001     Crossroads Corner Shopping Center                      0.3%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   68        68       68-001     Buffalo Crossing Shopping Center                       0.3%          1         BSCMI
   69        69       69-001     Hunter Technology Park                                 0.3%          1          PMCF
   70        70       70-001     A-American Bouquet Canyon                              0.3%          1          WFB
   71        71       71-001     San Dimas Properties                                   0.3%          1          WFB
   72        72       72-001     Sentry Storage                                         0.3%          1          WFB
--------------------------------------------------------------------------------------------------------------------------
   73        73       73-001     Northway Plaza Shopping Center                         0.3%          1          PMCF
   74        74       74-001     Park Place Apartments                                  0.3%          1          PMCF
   75        75       75-001     A-American Cathedral City                              0.3%          1          WFB
   76        76       76-001     Walgreens Fraser, MI                                   0.3%          1          WFB
   77        77       77-001     Valli Hi Shopping Center                               0.3%          1          WFB
--------------------------------------------------------------------------------------------------------------------------
   78        78       78-001     Reyes Adobe Retail                                     0.3%          1          WFB
   79        79       79-001     Voorheesville Shopping Center                          0.2%          1          WFB
   80        80       80-001     Hastings Entertainment Center                          0.2%          1          WFB
   81        81       81-001     Charland Square Retail Center                          0.2%          1          WFB
   82        82       82-001     Birch Street Office Building                           0.2%          1          PMCF
--------------------------------------------------------------------------------------------------------------------------
   83        83       83-001     Sunrise Village Pads and Zinfandel Grille              0.2%          1          WFB
   84        84       84-001     Natomas Gardens                                        0.2%          1          WFB
   85        85       85-001     Superstition Springs Square Medical Office             0.2%          1          WFB
   86        86       86-001     15520 Cabrito Road                                     0.2%          1          WFB
   87        87       87-001     Checkers Strip Shopping Center                         0.2%          1          WFB
--------------------------------------------------------------------------------------------------------------------------
   88        88       88-001     Empire Drive Medical Office                            0.2%          1          WFB
   89        89       89-001     Green Drive Industrial                                 0.2%          1          WFB
   90        90       90-001     4433 West Van Buren                                    0.2%          1          WFB
   91        91       91-001     Staples - Dale Mabry                                   0.2%          1       Nationwide
   92        92       92-001     Golden Gem Building                                    0.2%          1          WFB
--------------------------------------------------------------------------------------------------------------------------
   93        93       93-001     Unicorn Industrial                                     0.1%          1          WFB
   94        94       94-001     West Alabama Place Apartments                          0.1%          1          WFB
   95        95       95-001     Darshane Apartments                                    0.1%          1          WFB



                                          CUT-OFF             BALANCE          GENERAL
            CMSA     ORIGINAL               DATE            AT MATURITY        PROPERTY
   ID     LOAN NO.  BALANCE ($)         BALANCE ($)          OR ARD ($)        TYPE
--------------------------------------------------------------------------------------------------------------------

   1         1        125,000,000         125,000,000        111,320,347       Office
   2         2         90,000,000          89,808,675         74,892,869       Retail
   3         3         57,000,000          56,936,666         47,584,923       Retail
   4         4         54,300,000          54,056,416         41,567,703       Hospitality
   5         5         50,000,000          49,914,589         36,787,583       Office
--------------------------------------------------------------------------------------------------------------------
   6         6         33,000,000          32,950,595         25,421,789       Office
   7         7         28,000,000          28,000,000         21,531,073       Retail
   8         8         24,000,000          24,000,000         21,022,840       Office
   9         9         22,900,000          22,900,000         19,484,196       Retail
   10        10        22,400,000          22,331,405         18,820,916       Retail
--------------------------------------------------------------------------------------------------------------------
   11        11        21,200,000          21,151,562            563,125       Industrial
  11-a                  9,108,000           9,087,190            241,931       Industrial
  11-b                  7,387,000           7,370,122            196,215       Industrial
  11-c                  2,722,000           2,715,781             72,303       Industrial
  11-d                  1,983,000           1,978,469             52,675       Industrial
--------------------------------------------------------------------------------------------------------------------
   12        12        20,000,000          20,000,000         20,000,000       Retail
   13        13        20,000,000          19,977,149         16,619,152       Multifamily
   14        14        19,555,207          19,511,047         16,229,610       Retail
   15        15        19,000,000          19,000,000         16,243,033       Mixed Use
   16        16        18,800,000          18,716,799            504,406       Office
--------------------------------------------------------------------------------------------------------------------
   17        17        17,600,000          17,600,000         14,822,184       Hospitality
   18        18        17,400,000          17,363,175         14,488,806       Manufactured Housing Community
   19        19        17,000,000          16,967,504         14,360,120       Office
   20        20        15,550,000          15,550,000         13,595,960       Multifamily
  20-a                  9,400,000           9,400,000          8,218,780       Multifamily
--------------------------------------------------------------------------------------------------------------------
  20-b                  6,150,000           6,150,000          5,377,180       Multifamily
   21        21        14,500,000          14,500,000         12,707,043       Multifamily
  21-a                  4,500,000           4,500,000          3,943,565       Multifamily
  21-b                  3,500,000           3,500,000          3,067,217       Multifamily
  21-c                  2,800,000           2,800,000          2,453,774       Multifamily
--------------------------------------------------------------------------------------------------------------------
  21-d                  2,000,000           2,000,000          1,752,696       Multifamily
  21-e                  1,700,000           1,700,000          1,489,791       Multifamily
   22        22        14,500,000          14,456,881         11,070,069       Retail
   23        23        13,500,000          13,500,000         11,830,695       Multifamily
  23-a                  4,700,000           4,700,000          4,118,834       Multifamily
--------------------------------------------------------------------------------------------------------------------
  23-b                  3,600,000           3,600,000          3,154,852       Multifamily
  23-c                  2,900,000           2,900,000          2,541,409       Multifamily
  23-d                  1,500,000           1,500,000          1,314,522       Multifamily
  23-e                    800,000             800,000            701,078       Multifamily
   24        24        12,250,000          12,212,766         10,303,880       Retail
--------------------------------------------------------------------------------------------------------------------
   25        25        11,600,000          11,600,000            242,913       Hospitality
   26        26        11,500,000          11,486,259          9,483,081       Multifamily
   27        27        11,350,000          11,316,800          9,599,416       Industrial
   28        28         9,800,000           9,789,374          8,213,982       Retail
   29        29         9,300,000           9,278,751            247,029       Various
--------------------------------------------------------------------------------------------------------------------
  29-a                  2,527,000           2,521,226             67,123       Industrial
  29-b                  1,983,000           1,978,469             52,673       Industrial
  29-c                  1,345,000           1,341,927             35,726       Industrial
  29-d                  1,307,000           1,304,014             34,717       Industrial
  29-e                  1,018,000           1,015,674             27,040       Industrial
--------------------------------------------------------------------------------------------------------------------
  29-f                    715,000             713,366             18,992       Industrial
  29-g                    257,000             256,413              6,827       Land
  29-h                    148,000             147,662              3,931       Land
   30        30         8,400,000           8,400,000          6,996,631       Retail
   31        31         7,920,000           7,911,964          6,708,153       Retail
--------------------------------------------------------------------------------------------------------------------
   32        32         7,500,000           7,484,229          6,251,024       Retail
   33        33         7,000,000           7,000,000            146,585       Hospitality
   34        34         7,000,000           6,992,338          5,858,169       Retail
   35        35         6,825,000           6,825,000          6,424,599       Mixed Use
   36        36         6,650,000           6,639,611          5,073,869       Retail
--------------------------------------------------------------------------------------------------------------------
   37        37         6,300,000           6,285,606            167,345       Industrial
  37-a                  3,423,000           3,415,179             90,924       Industrial
  37-b                  2,877,000           2,870,427             76,421       Industrial
   38        38         6,250,000           6,232,287          5,309,318       Retail
   39        39         6,000,000           6,000,000          5,072,670       Land
--------------------------------------------------------------------------------------------------------------------
   40        40         5,800,000           5,772,527          5,038,466       Office
   41        41         5,700,000           5,700,000          5,303,577       Office
   42        42         5,750,000           5,649,669          5,149,017       Office
   43        43         5,650,000           5,633,089          4,762,967       Office
   44        44         5,600,000           5,504,107            120,766       Retail
--------------------------------------------------------------------------------------------------------------------
   45        45         5,500,000           5,436,989          2,266,365       Office
   46        46         5,300,000           5,289,644          4,463,607       Retail
   47        47         5,250,000           5,239,652          4,416,172       Retail
   48        48         5,040,000           5,040,000          4,241,980       Retail
   49        49         5,000,000           5,000,000          4,403,800       Industrial
--------------------------------------------------------------------------------------------------------------------
   50        50         5,000,000           4,990,123          4,204,607       Industrial
   51        51         5,000,000           4,989,114             35,500       Retail
   52        52         4,850,000           4,850,000          3,791,285       Retail
  52-a                  2,500,000           2,500,000          1,954,271       Retail
  52-b                  2,350,000           2,350,000          1,837,014       Retail
--------------------------------------------------------------------------------------------------------------------
   53        53         4,600,000           4,593,517          3,612,520       Retail
   54        54         4,500,000           4,500,000          3,487,678       Retail
   55        55         4,500,000           4,490,797          3,765,734       Multifamily
   56        56         4,450,000           4,429,924          3,402,449       Manufactured Housing Community
   57        57         4,300,000           4,300,000          3,858,038       Multifamily
--------------------------------------------------------------------------------------------------------------------
   58        58         4,280,000           4,238,963          3,223,778       Retail
   59        59         4,200,000           4,200,000             87,951       Hospitality
   60        60         4,200,000           4,200,000          3,526,438       Retail
   61        61         4,000,000           3,992,686          3,398,809       Retail
   62        62         3,850,000           3,850,000          3,050,543       Retail
--------------------------------------------------------------------------------------------------------------------
   63        63         3,750,000           3,739,100          3,174,422       Retail
   64        64         3,700,000           3,692,368          3,092,458       Retail
   65        65         3,700,000           3,684,776          2,883,063       Office
   66        66         3,667,000           3,656,673          3,117,799       Retail
   67        67         3,600,000           3,596,198          3,030,193       Retail
--------------------------------------------------------------------------------------------------------------------
   68        68         3,500,000           3,500,000          3,139,029       Retail
   69        69         3,500,000           3,496,346          2,951,320       Industrial
   70        70         3,475,000           3,458,834          3,116,256       Self Storage
   71        71         3,500,000           3,420,959          2,641,962       Mixed Use
   72        72         3,300,000           3,282,686          2,584,443       Self Storage
--------------------------------------------------------------------------------------------------------------------
   73        73         3,285,000           3,270,317          2,795,713       Retail
   74        74         3,200,000           3,193,399          2,674,558       Multifamily
   75        75         3,150,000           3,140,410          2,825,309       Self Storage
   76        76         3,166,000           3,136,838          2,028,180       Retail
   77        77         3,000,000           2,996,826          2,524,402       Retail
--------------------------------------------------------------------------------------------------------------------
   78        78         2,745,000           2,740,136          2,341,895       Retail
   79        79         2,480,000           2,477,366          2,229,041       Retail
   80        80         2,400,000           2,400,000          2,018,163       Retail
   81        81         2,400,000           2,393,481          1,865,633       Retail
   82        82         2,300,000           2,293,605          1,958,925       Office
--------------------------------------------------------------------------------------------------------------------
   83        83         2,300,000           2,282,784          1,752,511       Retail
   84        84         2,250,000           2,238,590          1,883,084       Retail
   85        85         2,200,000           2,191,023          1,717,084       Office
   86        86         2,033,000           2,029,266          1,726,438       Industrial
   87        87         1,915,000           1,913,218          1,643,065       Retail
--------------------------------------------------------------------------------------------------------------------
   88        88         1,815,000           1,808,164          1,537,034       Office
   89        89         1,785,000           1,754,948          1,386,142       Industrial
   90        90         1,700,000           1,698,157          1,424,875       Industrial
   91        91         1,700,000           1,687,732             31,939       Retail
   92        92         1,700,000           1,683,594          1,441,409       Mixed Use
--------------------------------------------------------------------------------------------------------------------
   93        93         1,100,000           1,098,911            935,229       Industrial
   94        94           875,000             874,193            751,796       Multifamily
   95        95           655,000             652,838             15,718       Multifamily




                    DETAILED                                                            INTEREST           ORIGINAL
            CMSA    PROPERTY                             INTEREST   ADMINISTRATIVE      ACCRUAL        TERM TO MATURITY
   ID     LOAN NO.  TYPE                                   RATE        FEE RATE          BASIS           OR ARD (MOS.)
------------------------------------------------------------------------------------------------------------------------

   1         1      Urban                                5.2000%       0.03280%        Actual/360             84
   2         2      Anchored                             5.3090%       0.07280%        Actual/360             120
   3         3      Anchored                             5.4200%       0.11280%        Actual/360             120
   4         4      Resort                               5.5750%       0.03280%        Actual/360             120
   5         5      Office / Retail                      5.9970%       0.06280%        Actual/360             180
------------------------------------------------------------------------------------------------------------------------
   6         6      Suburban                             5.7600%       0.05280%        Actual/360             120
   7         7      Anchored                             5.5430%       0.04280%        Actual/360             180
   8         8      Suburban                             5.8600%       0.03280%        Actual/360             120
   9         9      Anchored                             5.6400%       0.08280%        Actual/360             120
   10        10     Anchored                             5.6300%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   11        11     Warehouse                            5.5400%       0.03280%        Actual/360             240
  11-a              Warehouse
  11-b              Warehouse
  11-c              Warehouse
  11-d              Warehouse
------------------------------------------------------------------------------------------------------------------------
   12        12     Anchored                             5.1400%       0.03280%        Actual/360             60
   13        13     Garden                               5.2710%       0.03280%        Actual/360             120
   14        14     Anchored                             5.0400%       0.03280%        Actual/360          117 (11)
   15        15     Office / Retail                      5.3700%       0.03280%        Actual/360             120
   16        16     Urban                                5.5400%       0.03280%        Actual/360             240
------------------------------------------------------------------------------------------------------------------------
   17        17     Full Service                         5.7000%       0.11780%        Actual/360             120
   18        18     Manufactured Housing Community       5.3300%       0.03280%        Actual/360             120
   19        19     Suburban                             5.8000%       0.03280%        Actual/360             120
   20        20     Garden                               5.3500%       0.03280%        Actual/360             120
  20-a              Garden
------------------------------------------------------------------------------------------------------------------------
  20-b              Garden
   21        21     Various                              5.4460%       0.03280%        Actual/360             120
  21-a              Garden
  21-b              Garden
  21-c              Garden
------------------------------------------------------------------------------------------------------------------------
  21-d              Mid Rise
  21-e              Mid Rise
   22        22     Free Standing                        5.4900%       0.11780%        Actual/360             120
   23        23     Various                              5.4460%       0.03280%        Actual/360             120
  23-a              Garden
------------------------------------------------------------------------------------------------------------------------
  23-b              Garden
  23-c              Garden
  23-d              Garden
  23-e              Garden / Retail
   24        24     Anchored                             5.6660%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   25        25     Extended Stay                        5.7600%       0.03280%        Actual/360             180
   26        26     Multifamily                          5.0300%       0.06280%        Actual/360             120
   27        27     Flex                                 5.8500%       0.03280%        Actual/360             120
   28        28     Anchored                             5.5500%       0.03280%        Actual/360             120
   29        29     Various                              5.5400%       0.03280%        Actual/360             240
------------------------------------------------------------------------------------------------------------------------
  29-a              Warehouse
  29-b              Warehouse
  29-c              Warehouse
  29-d              Warehouse
  29-e              Warehouse
------------------------------------------------------------------------------------------------------------------------
  29-f              Warehouse
  29-g              Land
  29-h              Land
   30        30     Anchored                             5.3400%       0.09780%        Actual/360             120
   31        31     Anchored                             5.9000%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   32        32     Big Box                              5.3600%       0.03280%        Actual/360             120
   33        33     Full Service                         5.7600%       0.03280%        Actual/360             180
   34        34     Anchored                             5.5000%       0.03280%        Actual/360             120
   35        35     Office / Retail                      5.0400%       0.03280%        Actual/360             84
   36        36     Unanchored                           5.4800%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   37        37     Warehouse                            5.5400%       0.03280%        Actual/360             240
  37-a              Warehouse
  37-b              Warehouse
   38        38     Anchored                             6.0000%       0.07280%        Actual/360             120
   39        39     Land                                 5.8300%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   40        40     Suburban                             5.4400%       0.03280%          30/360               72
   41        41     Urban                                5.5150%       0.03280%        Actual/360             120
   42        42     Suburban                             5.2500%       0.11780%        Actual/360             60
   43        43     Suburban                             5.7400%       0.03280%        Actual/360             120
   44        44     Shadow Anchored                      5.8300%       0.03280%        Actual/360             180
------------------------------------------------------------------------------------------------------------------------
   45        45     Suburban                             6.7600%       0.03280%        Actual/360             180
   46        46     Shadow Anchored                      5.7000%       0.03280%        Actual/360             120
   47        47     Unanchored                           5.6600%       0.03280%        Actual/360             120
   48        48     Anchored                             5.6800%       0.03280%        Actual/360             120
   49        49     Warehouse                            5.6500%       0.08280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   50        50     Flex                                 5.6500%       0.08280%        Actual/360             120
   51        51     Free Standing                        5.9500%       0.11780%          30/360               240
   52        52     Shadow Anchored                      6.1900%       0.03280%        Actual/360             120
  52-a              Shadow Anchored
  52-b              Shadow Anchored
------------------------------------------------------------------------------------------------------------------------
   53        53     Anchored                             5.6700%       0.11780%        Actual/360             120
   54        54     Anchored                             5.9320%       0.03280%        Actual/360             120
   55        55     Multifamily                          5.4900%       0.03280%        Actual/360             120
   56        56     Manufactured Housing Community       5.5400%       0.08280%        Actual/360             120
   57        57     Garden                               5.5500%       0.08280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   58        58     Shadow Anchored                      5.1100%       0.11780%        Actual/360             120
   59        59     Limited Service                      5.7600%       0.03280%        Actual/360             180
   60        60     Shadow Anchored                      5.6000%       0.03280%        Actual/360             120
   61        61     Unanchored                           6.0000%       0.03280%        Actual/360             120
   62        62     Anchored                             5.9320%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   63        63     Shadow Anchored                      5.8800%       0.08280%        Actual/360             120
   64        64     Anchored                             5.4500%       0.03280%        Actual/360             120
   65        65     Suburban                             6.1000%       0.08280%        Actual/360             120
   66        66     Big Box                              6.0300%       0.03280%        Actual/360             120
   67        67     Unanchored                           5.6900%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   68        68     Anchored                             5.5300%       0.03280%        Actual/360             120
   69        69     Warehouse                            5.7500%       0.08280%        Actual/360             120
   70        70     Self Storage                         5.3500%       0.03280%        Actual/360             60
   71        71     Office / Industrial                  5.1600%       0.05280%        Actual/360             120
   72        72     Self Storage                         6.2500%       0.10280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   73        73     Anchored                             6.0500%       0.08280%        Actual/360             120
   74        74     Multifamily                          5.4500%       0.03280%        Actual/360             120
   75        75     Self Storage                         5.3500%       0.05280%        Actual/360             60
   76        76     Big Box                              5.2600%       0.05280%        Actual/360             120
   77        77     Shadow Anchored                      5.6800%       0.10280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   78        78     Unanchored                           6.1400%       0.10280%        Actual/360             120
   79        79     Anchored                             5.6600%       0.05280%        Actual/360             84
   80        80     Shadow Anchored                      5.6500%       0.10280%        Actual/360             120
   81        81     Unanchored                           6.0200%       0.05280%        Actual/360             120
   82        82     Suburban                             6.0900%       0.03280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   83        83     Shadow Anchored                      5.4300%       0.07280%        Actual/360             120
   84        84     Shadow Anchored                      5.4900%       0.07280%        Actual/360             120
   85        85     Medical                              6.1500%       0.07280%        Actual/360             120
   86        86     Warehouse                            5.9800%       0.12280%        Actual/360             120
   87        87     Unanchored                           6.3500%       0.07280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   88        88     Medical                              5.8900%       0.09280%        Actual/360             120
   89        89     Warehouse                            5.9800%       0.07280%        Actual/360             120
   90        90     Warehouse                            5.5500%       0.11280%        Actual/360             120
   91        91     Free Standing                        5.2200%       0.11780%        Actual/360             180
   92        92     Office / Retail                      5.9300%       0.11280%        Actual/360             120
------------------------------------------------------------------------------------------------------------------------
   93        93     Flex                                 6.0300%       0.15280%        Actual/360             120
   94        94     Garden                               6.4000%       0.000928        Actual/360             120
   95        95     Garden                               6.4800%       0.002028        Actual/360             180





                    STATED REMAINING    ORIGINAL              REMAINING            FIRST           MATURITY        ANNUAL
            CMSA    TERM TO MATURITY  AMORTIZATION          AMORTIZATION          PAYMENT            DATE           DEBT
   ID     LOAN NO.   OR ARD (MOS.)     TERM (MOS.)           TERM (MOS.)           DATE             OR ARD     SERVICE ($) (2)
-------------------------------------------------------------------------------------------------------------------------------

   1         1             84              360                   360             1/1/2005          12/1/2011      8,236,663
   2         2            118              360                   358             11/1/2004         10/1/2014      6,003,328
   3         3            119              360                   359             12/1/2004         11/1/2014      3,849,414
   4         4            117              300                   297             10/1/2004         9/1/2014       4,030,631
   5         5            172            360 (8)               352 (8)           5/1/2004          4/1/2019       3,687,772
-------------------------------------------------------------------------------------------------------------------------------
   6         6            119              300                   299             12/1/2004         11/1/2014      2,493,655
   7         7            173              360                   360             6/1/2004          5/1/2019       1,573,596
   8         8            117              360                   360             10/1/2004         9/1/2014       1,425,933
   9         9            114              360                   360             7/1/2004          6/1/2014       1,309,498
   10        10           117              360                   357             10/1/2004         9/1/2014       1,548,213
-------------------------------------------------------------------------------------------------------------------------------
   11        11           239              240                   239             12/1/2004         11/1/2024      1,755,738
  11-a
  11-b
  11-c
  11-d
-------------------------------------------------------------------------------------------------------------------------------
   12        12            57               0                     0              10/1/2004         9/1/2009       1,042,278
   13        13           119              360                   359             12/1/2004         11/1/2014      1,328,412
   14        14         115 (11)        360 (11)              358 (11)           11/1/2004         7/1/2014       1,266,449
   15        15           118              360                   360             11/1/2004         10/1/2014      1,034,471
   16        16           238              240                   238             11/1/2004         10/1/2024      1,556,975
-------------------------------------------------------------------------------------------------------------------------------
   17        17           120              360                   360             1/1/2005          12/1/2014      1,225,806
   18        18           118              360                   358             11/1/2004         10/1/2014      1,163,369
   19        19           118              360                   358             11/1/2004         10/1/2014      1,196,976
   20        20           119              360                   360             12/1/2004         11/1/2014        843,480
  20-a
-------------------------------------------------------------------------------------------------------------------------------
  20-b
   21        21           119              360                   360             12/1/2004         11/1/2014        800,638
  21-a
  21-b
  21-c
-------------------------------------------------------------------------------------------------------------------------------
  21-d
  21-e
   22        22           118              300                   298             11/5/2004         10/5/2014      1,067,473
   23        23           119              360                   360             12/1/2004         11/1/2014        745,421
  23-a
-------------------------------------------------------------------------------------------------------------------------------
  23-b
  23-c
  23-d
  23-e
   24        24           117              360                   357             10/1/2004         9/1/2014         850,024
-------------------------------------------------------------------------------------------------------------------------------
   25        25           180              180                   180             1/1/2005          12/1/2019      1,156,676
   26        26           119              360                   359             12/1/2004         11/1/2014        743,346
   27        27           117              360                   357             10/1/2004         9/1/2014         803,500
   28        28           119              360                   359             12/1/2004         11/1/2014        671,414
   29        29           239              240                   239             12/1/2004         11/1/2024        770,206
-------------------------------------------------------------------------------------------------------------------------------
  29-a
  29-b
  29-c
  29-d
  29-e
-------------------------------------------------------------------------------------------------------------------------------
  29-f
  29-g
  29-h
   30        30           120              360                   360             1/5/2005          12/5/2014        562,254
   31        31           119              360                   359             12/1/2004         11/1/2014        563,717
-------------------------------------------------------------------------------------------------------------------------------
   32        32           118              360                   358             11/1/2004         10/1/2014        503,133
   33        33           180              180                   180             1/1/2005          12/1/2019        697,994
   34        34           119              360                   359             12/1/2004         11/1/2014        476,943
   35        35            82              360                   360             11/1/2004         10/1/2011        348,758
   36        36           119              300                   299             12/1/2004         11/1/2014        489,089
-------------------------------------------------------------------------------------------------------------------------------
   37        37           239              240                   239             12/1/2004         11/1/2024        521,752
  37-a
  37-b
   38        38           117              360                   357             10/1/2004         9/1/2014         449,663
   39        39           120              360                   360             1/1/2005          12/1/2014        423,839
-------------------------------------------------------------------------------------------------------------------------------
   40        40            69              300                   297             10/1/2004         9/1/2010         424,915
   41        41           119              360                   360             12/1/2004         11/1/2014        318,721
   42        42            49              300                   289             2/5/2004          1/5/2009         413,481
   43        43           117              360                   357             10/1/2004         9/1/2014         395,232
   44        44           175              180                   175             8/1/2004          7/1/2019         560,918
-------------------------------------------------------------------------------------------------------------------------------
   45        45           174              240                   234             7/1/2004          6/1/2019         502,233
   46        46           118              360                   358             11/1/2004         10/1/2014        369,135
   47        47           118              360                   358             11/1/2004         10/1/2014        364,057
   48        48           120              360                   360             1/1/2005          12/1/2014        350,260
   49        49           118              360                   360             11/1/2004         10/1/2014        286,424
-------------------------------------------------------------------------------------------------------------------------------
   50        50           118              360                   358             11/1/2004         10/1/2014        346,341
   51        51           239              240                   239             12/1/2004         11/1/2024        428,130
   52        52           120              300                   300             1/1/2005          12/1/2014        381,772
  52-a
  52-b
-------------------------------------------------------------------------------------------------------------------------------
   53        53           119              312                   311             12/5/2004         11/5/2014        338,621
   54        54           120              300                   300             1/1/2005          12/1/2014        345,682
   55        55           118              360                   358             11/1/2004         10/1/2014        306,267
   56        56           117              300                   297             10/1/2004         9/1/2014         329,200
   57        57           120              360                   360             1/1/2005          12/1/2014        241,965
-------------------------------------------------------------------------------------------------------------------------------
   58        58           114              300                   294             7/1/2004          6/1/2014         303,546
   59        59           180              180                   180             1/1/2005          12/1/2019        418,797
   60        60           120              360                   360             1/1/2005          12/1/2014        289,336
   61        61           118              360                   358             11/1/2004         10/1/2014        287,784
   62        62           120              312                   312             1/1/2005          12/1/2014        290,821
-------------------------------------------------------------------------------------------------------------------------------
   63        63           117              360                   357             10/1/2004         9/1/2014         266,336
   64        64           118              360                   358             11/1/2004         10/1/2014        250,707
   65        65           117              300                   297             10/1/2004         9/1/2014         288,790
   66        66           117              360                   357             10/1/2004         9/1/2014         264,675
   67        67           119              360                   359             12/1/2004         11/1/2014        250,459
-------------------------------------------------------------------------------------------------------------------------------
   68        68           118              360                   360             11/1/2004         10/1/2014        196,238
   69        69           119              360                   359             12/1/2004         11/1/2014        245,101
   70        70            57              300                   297             10/1/2004         9/1/2009         252,353
   71        71           106              300                   286             11/1/2003         10/1/2013        249,459
   72        72           116              300                   296             9/1/2004          8/1/2014         261,229
-------------------------------------------------------------------------------------------------------------------------------
   73        73           115              360                   355             8/1/2004          7/1/2014         237,612
   74        74           118              360                   358             11/1/2004         10/1/2014        216,828
   75        75            58              300                   298             11/1/2004         10/1/2009        228,751
   76        76           116              240                   236             9/1/2004          8/1/2014         256,219
   77        77           119              360                   359             12/1/2004         11/1/2014        208,488
-------------------------------------------------------------------------------------------------------------------------------
   78        78           118              360                   358             11/1/2004         10/1/2014        200,467
   79        79            83              360                   359             12/1/2004         11/1/2011        171,974
   80        80           120              360                   360             1/1/2005          12/1/2014        166,244
   81        81           118              300                   298             11/1/2004         10/1/2014        185,911
   82        82           117              360                   357             10/1/2004         9/1/2014         167,076
-------------------------------------------------------------------------------------------------------------------------------
   83        83           115              300                   295             8/1/2004          7/1/2014         168,336
   84        84           115              360                   355             8/1/2004          7/1/2014         153,134
   85        85           117              300                   297             10/1/2004         9/1/2014         172,524
   86        86           118              360                   358             11/1/2004         10/1/2014        145,953
   87        87           119              360                   359             12/1/2004         11/1/2014        142,990
-------------------------------------------------------------------------------------------------------------------------------
   88        88           116              360                   356             9/1/2004          8/1/2014         129,046
   89        89           108              300                   288             1/1/2004          12/1/2013        137,748
   90        90           119              360                   359             12/1/2004         11/1/2014        116,470
   91        91           178              180                   178             11/1/2004         10/1/2019        163,669
   92        92           110              360                   350             3/1/2004          2/1/2014         121,392
-------------------------------------------------------------------------------------------------------------------------------
   93        93           119              360                   359             12/1/2004         11/1/2014         79,395
   94        94           119              360                   359             12/1/2004         11/1/2014         65,678
   95        95           179              180                   179             12/1/2004         11/1/2019         68,383




                         MONTHLY            REMAINING                                        ARD        CROSSED
            CMSA          DEBT            INTEREST ONLY                                     LOAN         WITH
   ID     LOAN NO.   SERVICE ($) (2)      PERIOD (MOS.)    LOCKBOX    LOCKBOX TYPE          (Y/N)     OTHER LOANS    DSCR (2)(3)(4)
------------------------------------------------------------------------------------------------------------------------------------

   1         1         686,388.60                            Yes      Hard                   Yes          NAP             1.56
   2         2         500,277.32                            Yes      Hard                   No           NAP             1.46
   3         3         320,784.53                            Yes      Hard                   No           NAP             1.36
   4         4         335,885.95                            Yes      Springing Hard         No           NAP             2.62
   5         5         307,314.36                            Yes      Hard                   Yes          NAP             1.32
------------------------------------------------------------------------------------------------------------------------------------
   6         6         207,804.58                            Yes      Hard                   No           NAP             1.34
   7         7         131,133.01               17           Yes      Hard                   No           NAP             1.80
   8         8         118,827.78               15           Yes      Springing Hard         Yes          NAP             1.64
   9         9         109,124.86               0            Yes      Springing Hard         Yes          NAP             1.52
   10        10        129,017.76                            Yes      Hard                   No           NAP             1.29
------------------------------------------------------------------------------------------------------------------------------------
   11        11        146,311.47                            Yes      Springing Hard         No           NAP             1.43
  11-a
  11-b
  11-c
  11-d
------------------------------------------------------------------------------------------------------------------------------------
   12        12         86,856.48               57           Yes      Springing Hard         No           NAP             2.12
   13        13        110,701.02                            Yes      Springing Hard         No           NAP             1.65
   14        14        105,537.41                             No      NAP                    No           NAP             1.35
   15        15         86,205.90               10            No      NAP                    No           NAP             1.84
   16        16        129,747.91                            Yes      Springing Hard         No           NAP             1.38
------------------------------------------------------------------------------------------------------------------------------------
   17        17        102,150.48                            Yes      Soft, Springing Hard   No           NAP             1.77
   18        18         96,947.42                             No      NAP                    No           NAP             1.65
   19        19         99,748.02                            Yes      Soft, Springing Hard   No           NAP             1.31
   20        20         70,289.96               23            No      NAP                    No           NAP             1.82
  20-a
------------------------------------------------------------------------------------------------------------------------------------
  20-b
   21        21         66,719.80               23           Yes      Springing Hard         Yes          NAP             1.89
  21-a
  21-b
  21-c
------------------------------------------------------------------------------------------------------------------------------------
  21-d
  21-e
   22        22         88,956.11                             No      NAP                    No           NAP             1.33
   23        23         62,118.44               23           Yes      Springing Hard         Yes          NAP             1.98
  23-a
------------------------------------------------------------------------------------------------------------------------------------
  23-b
  23-c
  23-d
  23-e
   24        24         70,835.33                             No      NAP                    No           NAP             1.33
------------------------------------------------------------------------------------------------------------------------------------
   25        25         96,389.70                            Yes      Springing Hard         No           NAP             1.40
   26        26         61,945.51                             No      NAP                    No           NAP             1.30
   27        27         66,958.30                             No      NAP                    No           NAP             1.39
   28        28         55,951.14                            Yes      Springing Hard         No           NAP             1.42
   29        29         64,183.81                            Yes      Springing Hard         No           NAP             1.50
------------------------------------------------------------------------------------------------------------------------------------
  29-a
  29-b
  29-c
  29-d
  29-e
------------------------------------------------------------------------------------------------------------------------------------
  29-f
  29-g
  29-h
   30        30         46,854.46                             No      NAP                    No           NAP             1.50
   31        31         46,976.41                             No      NAP                    No           NAP             1.36
------------------------------------------------------------------------------------------------------------------------------------
   32        32         41,927.74                             No      NAP                    No           NAP             1.51
   33        33         58,166.20                            Yes      Springing Hard         No           NAP             1.39
   34        34         39,745.23                             No      NAP                    No           NAP             1.38
   35        35         29,063.13               34            No      NAP                    No           NAP             2.10
   36        36         40,757.43                             No      NAP                    No           NAP             1.51
------------------------------------------------------------------------------------------------------------------------------------
   37        37         43,479.35                            Yes      Springing Hard         No           NAP             1.52
  37-a
  37-b
   38        38         37,471.91                             No      NAP                    No           NAP             1.52
   39        39         35,319.89                             No      NAP                    No           NAP             1.35
------------------------------------------------------------------------------------------------------------------------------------
   40        40         35,409.55                             No      NAP                    No           NAP             1.55
   41        41         26,560.09               59           Yes      Springing Hard         Yes          NAP             2.07
   42        42         34,456.74                             No      NAP                    No           NAP             2.13
   43        43         32,935.98                             No      NAP                    No           NAP             1.45
   44        44         46,743.20                             No      NAP                    No           NAP             1.40
------------------------------------------------------------------------------------------------------------------------------------
   45        45         41,852.73                            Yes      Springing Hard         Yes          NAP             1.32
   46        46         30,761.22                             No      NAP                    No           NAP             1.38
   47        47         30,338.07                             No      NAP                    No           NAP             1.51
   48        48         29,188.34                             No      NAP                    No           NAP             1.42
   49        49         23,868.63               22            No      NAP                    No           NAP             1.79
------------------------------------------------------------------------------------------------------------------------------------
   50        50         28,861.79                             No      NAP                    No           NAP             1.34
   51        51         35,677.48                             No      NAP                    No           NAP             1.16
   52        52         31,814.32                            Yes      Springing Hard         No           NAP             1.26
  52-a
  52-b
------------------------------------------------------------------------------------------------------------------------------------
   53        53         28,218.41                             No      NAP                    No           NAP             1.47
   54        54         28,806.80                             No      NAP                    No           NAP             1.25
   55        55         25,522.28                             No      NAP                    No           NAP             2.10
   56        56         27,433.30                             No      NAP                    No           NAP             1.36
   57        57         20,163.72               36            No      NAP                    No           NAP             1.53
------------------------------------------------------------------------------------------------------------------------------------
   58        58         25,295.52                             No      NAP                    No           NAP             1.60
   59        59         34,899.72                            Yes      Springing Hard         No           NAP             1.74
   60        60         24,111.32                             No      NAP                    No           NAP             1.27
   61        61         23,982.02                             No      NAP                    No           NAP             1.34
   62        62         24,235.07                             No      NAP                    No           NAP             1.23
------------------------------------------------------------------------------------------------------------------------------------
   63        63         22,194.65                             No      NAP                    No           NAP             1.44
   64        64         20,892.27                             No      NAP                    No           NAP             1.57
   65        65         24,065.84                             No      NAP                    No           NAP             1.50
   66        66         22,056.29                            Yes      Hard                   No           NAP             1.30
   67        67         20,871.61                             No      NAP                    No           NAP             1.39
------------------------------------------------------------------------------------------------------------------------------------
   68        68         16,353.18               34           Yes      Springing Hard         No           NAP             1.82
   69        69         20,425.05                            Yes      Springing Hard         Yes          NAP             1.53
   70        70         21,029.38                             No      NAP                    No           NAP             1.59
   71        71         20,788.24                             No      NAP                    No           NAP             2.90
   72        72         21,769.09                             No      NAP                    No           NAP             1.39
------------------------------------------------------------------------------------------------------------------------------------
   73        73         19,800.96                            Yes      Springing Hard         Yes          NAP             1.39
   74        74         18,068.99                             No      NAP                    No           NAP             1.20
   75        75         19,062.60                             No      NAP                    No           NAP             1.52
   76        76         21,351.60                            Yes      Hard                   No           NAP             1.35
   77        77         17,374.01                             No      NAP                    No           NAP             1.49
------------------------------------------------------------------------------------------------------------------------------------
   78        78         16,705.55                             No      NAP                    No           NAP             1.38
   79        79         14,331.13                             No      NAP                    No           NAP             1.51
   80        80         13,853.66                             No      NAP                    No           NAP             1.53
   81        81         15,492.59                             No      NAP                    No           NAP             1.54
   82        82         13,923.03                            Yes      Springing Hard         Yes          NAP             1.22
------------------------------------------------------------------------------------------------------------------------------------
   83        83         14,028.03                             No      NAP                    No           NAP             2.06
   84        84         12,761.14                             No      NAP                    No           NAP             1.46
   85        85         14,377.04                             No      NAP                    No           NAP             1.45
   86        86         12,162.73                             No      NAP                    No           NAP             1.68
   87        87         11,915.81                             No      NAP                    No           NAP             1.38
------------------------------------------------------------------------------------------------------------------------------------
   88        88         10,753.82                             No      NAP                    No           NAP             1.49
   89        89         11,478.97                             No      NAP                    No           NAP             1.65
   90        90          9,705.81                             No      NAP                    No           NAP             1.86
   91        91         13,639.12                             No      NAP                    No           NAP             1.58
   92        92         10,115.98                             No      NAP                    No           NAP             1.63
------------------------------------------------------------------------------------------------------------------------------------
   93        93          6,616.29                             No      NAP                    No           NAP             1.48
   94        94          5,473.18                             No      NAP                    No           NAP             1.46
   95        95          5,698.55                             No      NAP                    No           NAP             1.20




                                                                                    CUT-OFF              LTV
            CMSA           GRACE         PAYMENT     APPRAISED      APPRAISAL      DATE LTV            RATIO AT
   ID     LOAN NO.     PERIOD (DAYS)      DATE       VALUE ($)     AS-OF DATE    RATIO (3)(4)   MATURITY OR ARD (3)(4)
-----------------------------------------------------------------------------------------------------------------------

   1         1               0             1st       330,000,000    12/1/2004        66.7%              59.4%
   2         2               0             1st       133,000,000    7/9/2004         67.5%              56.3%
   3         3               5             1st        68,800,000    8/20/2004      75.9% (6)            69.2%
   4         4               5             1st       111,000,000    7/1/2004         48.7%              37.4%
   5         5               0             1st       220,000,000    2/7/2004         72.6%              53.5%
-----------------------------------------------------------------------------------------------------------------------
   6         6               5             1st        46,200,000    7/1/2004         71.3%              55.0%
   7         7               5             1st        35,400,000    4/1/2004         79.1%              60.8%
   8         8               5             1st        32,000,000    7/9/2004         75.0%              65.7%
   9         9               5             1st        29,500,000    2/25/2004        77.6%              66.0%
   10        10              5             1st        29,250,000    7/22/2004        76.3%              64.3%
-----------------------------------------------------------------------------------------------------------------------
   11        11              5             1st        33,400,000                     63.3%               1.7%
  11-a                                                14,700,000    8/9/2004
  11-b                                                11,600,000    8/13/2004
  11-c                                                 3,800,000    8/13/2004
  11-d                                                 3,300,000    8/9/2004
-----------------------------------------------------------------------------------------------------------------------
   12        12              5             1st        33,500,000    7/1/2004         59.7%              59.7%
   13        13              5             1st        35,400,000    8/19/2004        56.4%              46.9%
   14        14              5             1st        24,500,000    9/1/2004         79.6%              66.2%
   15        15              5             1st        24,500,000    9/1/2004         77.6%              66.3%
   16        16              5             1st        27,000,000    8/4/2004         69.3%               1.9%
-----------------------------------------------------------------------------------------------------------------------
   17        17              5             1st        30,400,000   11/11/2004        57.9%              48.8%
   18        18              5             1st        29,590,000    7/9/2004         58.7%              49.0%
   19        19              5             1st        22,000,000    7/20/2004        77.1%              65.3%
   20        20              5             1st        19,950,000                     77.9%              68.2%
  20-a                                                11,750,000    7/19/2004
-----------------------------------------------------------------------------------------------------------------------
  20-b                                                 8,200,000    3/30/2004
   21        21              5             1st        18,200,000                     79.7%              69.8%
  21-a                                                 4,800,000    4/9/2004
  21-b                                                 4,300,000    4/20/2004
  21-c                                                 3,900,000    4/20/2004
-----------------------------------------------------------------------------------------------------------------------
  21-d                                                 2,800,000    4/20/2004
  21-e                                                 2,400,000    4/20/2004
   22        22       5 once per loan year 5th        20,300,000    10/1/2004     71.2% (13)          54.5% (13)
   23        23              5             1st        18,200,000                     74.2%              65.0%
  23-a                                                 5,800,000    4/9/2004
-----------------------------------------------------------------------------------------------------------------------
  23-b                                                 5,100,000    4/20/2004
  23-c                                                 4,000,000    4/20/2004
  23-d                                                 2,000,000    4/20/2004
  23-e                                                 1,300,000    4/20/2004
   24        24              5             1st        16,100,000    10/1/2004     75.9% (15)          64.0% (15)
-----------------------------------------------------------------------------------------------------------------------
   25        25              5             1st        15,960,000    6/21/2004        72.7%               1.5%
   26        26              5             1st        14,600,000    9/8/2004         78.7%              65.0%
   27        27              5             1st        14,300,000    7/7/2004         79.1%              67.1%
   28        28              5             1st        15,000,000    8/20/2004        65.3%              54.8%
   29        29              5             1st        14,550,000                     63.8%               1.7%
-----------------------------------------------------------------------------------------------------------------------
  29-a                                                 3,900,000    8/17/2004
  29-b                                                 3,300,000    8/4/2004
  29-c                                                 2,000,000    8/17/2004
  29-d                                                 1,950,000    8/17/2004
  29-e                                                 1,600,000    8/17/2004
-----------------------------------------------------------------------------------------------------------------------
  29-f                                                 1,050,000    8/17/2004
  29-g                                                   480,000    8/17/2004
  29-h                                                   270,000    8/17/2004
   30        30       5 once per loan year 5th        10,900,000    11/1/2004        77.1%              64.2%
   31        31              5             1st        10,300,000    8/27/2004        76.8%              65.1%
-----------------------------------------------------------------------------------------------------------------------
   32        32              5             1st        10,500,000    7/6/2004         71.3%              59.5%
   33        33              5             1st        13,570,000    6/21/2004        51.6%               1.1%
   34        34              5             1st         9,600,000    7/6/2004         72.8%              61.0%
   35        35              5             1st        10,890,000    4/29/2004        62.7%              59.0%
   36        36              5             1st        12,000,000    9/1/2004      55.3% (16)          42.3% (16)
-----------------------------------------------------------------------------------------------------------------------
   37        37              5             1st         9,200,000                     68.3%               1.8%
  37-a                                                 4,300,000    8/12/2004
  37-b                                                 4,900,000    8/6/2004
   38        38              5             1st         8,000,000    3/1/2005      77.9% (17)          66.4% (17)
   39        39              5             1st         7,200,000    7/23/2004        83.3%              70.5%
-----------------------------------------------------------------------------------------------------------------------
   40        40              5             1st         7,500,000    6/23/2004        77.0%              67.2%
   41        41              5             1st         8,400,000    8/12/2004        67.9%              63.1%
   42        42       5 once per loan year 5th         9,700,000   11/20/2003        58.2%              53.1%
   43        43              5             1st         7,610,000    5/13/2004        74.0%              62.6%
   44        44              5             1st         9,500,000    4/23/2004        57.9%               1.3%
-----------------------------------------------------------------------------------------------------------------------
   45        45              5             1st         8,600,000    4/29/2004        63.2%              26.4%
   46        46              5             1st         7,700,000    8/18/2004        68.7%              58.0%
   47        47              5             1st         7,670,000    8/2/2004         68.3%              57.6%
   48        48              5             1st         6,300,000    8/30/2004        80.0%              67.3%
   49        49              5             1st         8,450,000    8/12/2004        59.2%              52.1%
-----------------------------------------------------------------------------------------------------------------------
   50        50              5             1st         7,200,000    8/2/2004         69.3%              58.4%
   51        51              0             1st         6,800,000    8/1/2004      73.4% (18)          0.5% (18)
   52        52              5             1st         7,210,000                     67.3%              52.6%
  52-a                                                 3,750,000    9/13/2004
  52-b                                                 3,460,000    9/14/2004
-----------------------------------------------------------------------------------------------------------------------
   53        53       5 once per loan year 5th         6,000,000    12/3/2005     76.6% (19)          60.2% (19)
   54        54              5             1st         5,750,000    1/1/2005      78.3% (20)          60.7% (20)
   55        55              5             1st         9,500,000    7/30/2004        47.3%              39.6%
   56        56              5             1st         5,650,000    7/19/2004        78.4%              60.2%
   57        57              5             1st         6,000,000    7/26/2004        71.7%              64.3%
-----------------------------------------------------------------------------------------------------------------------
   58        58       5 once per loan year 1st         6,200,000    10/1/2004     68.4% (21)          52.0% (21)
   59        59              5             1st         8,660,000    6/21/2004        48.5%               1.0%
   60        60              5             1st         5,300,000    8/12/2004        79.2%              66.5%
   61        61              5             1st         5,000,000    7/18/2004        79.9%              68.0%
   62        62              5             1st         5,450,000    1/1/2005      70.6% (22)          56.0% (22)
-----------------------------------------------------------------------------------------------------------------------
   63        63              5             1st         4,950,000    6/1/2004      75.5% (23)          64.1% (23)
   64        64              5             1st         4,660,000    6/3/2004         79.2%              66.4%
   65        65              5             1st         6,000,000    7/23/2004        61.4%              48.1%
   66        66              5             1st         5,067,000    6/25/2004        72.2%              61.5%
   67        67              5             1st         4,800,000    9/9/2004         74.9%              63.1%
-----------------------------------------------------------------------------------------------------------------------
   68        68              5             1st         5,200,000    8/16/2004        67.3%              60.4%
   69        69              5             1st         6,150,000    8/26/2004        56.9%              48.0%
   70        70              5             1st         4,750,000    7/8/2004         72.8%              65.6%
   71        71              5             1st        10,200,000    7/3/2003         33.5%              25.9%
   72        72              5             1st         5,075,000    6/22/2004        64.7%              50.9%
-----------------------------------------------------------------------------------------------------------------------
   73        73              5             1st         4,190,000    4/16/2004        78.1%              66.7%
   74        74              5             1st         5,040,000    8/11/2004        63.4%              53.1%
   75        75              5             1st         4,920,000    7/1/2004         63.8%              57.4%
   76        76              5             1st         5,300,000    5/7/2004      59.2% (24)          38.3% (24)
   77        77              5             1st         4,110,000    8/2/2004         72.9%              61.4%
-----------------------------------------------------------------------------------------------------------------------
   78        78              5             1st         3,660,000    8/12/2004        74.9%              64.0%
   79        79              5             1st         3,100,000    8/9/2004         79.9%              71.9%
   80        80              5             1st         3,400,000    8/20/2004        70.6%              59.4%
   81        81              5             1st         3,700,000    8/31/2004        64.7%              50.4%
   82        82              5             1st         3,800,000    6/30/2004        60.4%              51.6%
-----------------------------------------------------------------------------------------------------------------------
   83        83              5             1st         3,890,000    4/12/2004        58.7%              45.1%
   84        84              5             1st         3,320,000    3/10/2004     67.4% (25)          56.7% (25)
   85        85              5             1st         3,100,000    7/9/2004         70.7%              55.4%
   86        86              5             1st         3,185,000    7/9/2004         63.7%              54.2%
   87        87              5             1st         3,250,000    8/6/2004         58.9%              50.6%
-----------------------------------------------------------------------------------------------------------------------
   88        88              5             1st         3,050,000    5/24/2004        59.3%              50.4%
   89        89              5             1st         3,100,000    9/12/2003        56.6%              44.7%
   90        90              5             1st         3,100,000    9/3/2004         54.8%              46.0%
   91        91              0             1st         3,340,000    9/1/2004      50.5% (26)          1.0% (26)
   92        92              5             1st         2,700,000   12/13/2003        62.4%              53.4%
-----------------------------------------------------------------------------------------------------------------------
   93        93              5             1st         1,550,000    8/31/2004        70.9%              60.3%
   94        94              5             1st         1,220,000    8/23/2004        71.7%              61.6%
   95        95              5             1st         1,000,000    8/30/2004        65.3%               1.6%





            CMSA
   ID     LOAN NO. ADDRESS
------------------------------------------------------------------------------------------------------------------------------------

   1         1     11 Penn Plaza
   2         2     3910-4091 Westheimer Road
   3         3     28601 Chagrin Boulevard
   4         4     4000 Sandestin Boulevard South
   5         5     555 11th Street NW
------------------------------------------------------------------------------------------------------------------------------------
   6         6     2450 Stanley Road
   7         7     200 West Ridge Pike
   8         8     801 North Fairfax Street, 209 Madison Street
   9         9     5300 South State Street
   10        10    9100 North Central Expressway
------------------------------------------------------------------------------------------------------------------------------------
   11        11    Various
  11-a             5750 West 118th Street
  11-b             8400 West Washington Street
  11-c             1500 Milton Avenue
  11-d             11700 South Central Avenue
------------------------------------------------------------------------------------------------------------------------------------
   12        12    10210 Centrum Parkway
   13        13    35 Osage Drive
   14        14    7367-7435 179th Street West, 17557-17671 Glasgow Avenue, 17544-17701 Cedar Avenue, and 17502-17506 Dodd Boulevard
   15        15    631-683 VFW Parkway
   16        16    4747 Willow Road
------------------------------------------------------------------------------------------------------------------------------------
   17        17    2225 North Lois Avenue
   18        18    5815 E. LaPalma Avenue
   19        19    440 Wheelers Farm Road
   20        20    Various
  20-a             2850 Cleveland Ave. & 3001 Lakeshore Drive
------------------------------------------------------------------------------------------------------------------------------------
  20-b             3050 Maple Grove Road & 3755 Henry Street
   21        21    Various
  21-a             10101 Northeast Avenue
  21-b             471, 483 & 487 Joralemon Street
  21-c             1 Karl Place
------------------------------------------------------------------------------------------------------------------------------------
  21-d             331-341 Park Avenue
  21-e             343-349 Park Avenue
   22        22    2300 W. Oregon Avenue
   23        23    Various
  23-a             7949 Ridge Avenue
------------------------------------------------------------------------------------------------------------------------------------
  23-b             291 Park Avenue
  23-c             Brenner S Third & Magnolia Street
  23-d             191 & 213 Stephens Street
  23-e             187 Maplewood Avenue
   24        24    630-672 American Legion Highway
------------------------------------------------------------------------------------------------------------------------------------
   25        25    1025 East 35th Avenue
   26        26    233 Saint Helens Avenue
   27        27    7020-7184 Troy Hill Drive
   28        28    725-745 West Huntington Drive
   29        29    Various
------------------------------------------------------------------------------------------------------------------------------------
  29-a             1351 West Stanford Avenue
  29-b             325 South Price Road
  29-c             1300 West Radcliff Avenue
  29-d             1252 West Radcliff Avenue
  29-e             1301 West Stanford Avenue
------------------------------------------------------------------------------------------------------------------------------------
  29-f             1312 West Stanford Avenue
  29-g             SEC Navajo Street and Radcliff Avenue
  29-h             1582 West Stanford Avenue
   30        30    1, 5 & 20 Nagog Park and 599 Great Road
   31        31    660 Plainsboro Road
------------------------------------------------------------------------------------------------------------------------------------
   32        32    1251 4th Street
   33        33    4901 Spenard Road
   34        34    1838-1896 East 9400 South
   35        35    2140 Shattuck Avenue
   36        36    1392 and 1394 E. Palomar Street
------------------------------------------------------------------------------------------------------------------------------------
   37        37    Various
  37-a             51 LaCrue Avenue
  37-b             4056 Calle Platino
   38        38    977 County Line Road
   39        39    15215, 15375, 15407 South LaGrange Road and 15200 South 94th Aveune
------------------------------------------------------------------------------------------------------------------------------------
   40        40    3103 Airport Boulevard
   41        41    5005 McConnell Avenue
   42        42    4405, 4425, and 4435 North Chestnut Street
   43        43    8920 and 8957 Canyon Falls Boulevard
   44        44    2429-2469 Preston Road
------------------------------------------------------------------------------------------------------------------------------------
   45        45    101 World Drive
   46        46    610 N. Pacific Coast Highway
   47        47    1550 Horizon Ridge Parkway
   48        48    605 Lapalco Boulevard
   49        49    23091, 23111, & 23121 Antonio Parkway
------------------------------------------------------------------------------------------------------------------------------------
   50        50    10440 & 10450 Pioneer Boulevard
   51        51    NEC SE 272nd Street & 172nd Avenue SE
   52        52    Various
  52-a             7425 Gall Boulevard
  52-b             2851 E. Gulf to Lakes Highway
------------------------------------------------------------------------------------------------------------------------------------
   53        53    1330 Blanding Boulevard
   54        54    2501 William Penn Highway
   55        55    1501 Parkside Avenue
   56        56    8219 Minor Lane
   57        57    1845 East Birch Avenue
------------------------------------------------------------------------------------------------------------------------------------
   58        58    621-663 W. Market Place Drive and 120-156 N. Frontage Road
   59        59    3401 A Street
   60        60    1182-1214 Farmington Avenue
   61        61    9175 and 9201 Quaday Avenue NE
   62        62    Woodlane Road & Springside Road
------------------------------------------------------------------------------------------------------------------------------------
   63        63    6042 - 6058 & 5988 - 5998 Stetson Hills Boulevard
   64        64    3520-3530 E. Main Street
   65        65    2237 Trinity Drive
   66        66    6565 Paradise Boulevard NW
   67        67    201-219 South 72nd Street
------------------------------------------------------------------------------------------------------------------------------------
   68        68    9838-9880 Buffalo Speedway
   69        69    879 & 895 Marlborough Avenue
   70        70    26053 Bouquet Canyon Road
   71        71    300 North Lone Hill Avenue & 975 Overland Court
   72        72    2026 Olympic Highway N., 30 W. Sentry Court, and 1560 E. John's Prairie Road
------------------------------------------------------------------------------------------------------------------------------------
   73        73    5100 Fairfield Road
   74        74    255 Park Place
   75        75    36000 Cathedral Canyon Drive
   76        76    15267 14 Mile Road
   77        77    405-529 South Circle
------------------------------------------------------------------------------------------------------------------------------------
   78        78    4990 Reyes Adobe Road
   79        79    5 Maple Road
   80        80    1755 McCulloch Boulevard
   81        81    1201-1241 East Charleston Boulevard
   82        82    4901 Birch Street
------------------------------------------------------------------------------------------------------------------------------------
   83        83    7855 Madison Avenue / 5437 & 5439 Sunrise Boulevard and 2384 Fair Oaks Boulevard
   84        84    3645 Northgate Boulevard
   85        85    5432-5440 East Southern Avenue
   86        86    15520 Cabrito Road
   87        87    342 Grove Ave and 371 Garden Street
------------------------------------------------------------------------------------------------------------------------------------
   88        88    4101 & 4105 Empire Drive
   89        89    17031 & 17037 Green Drive
   90        90    4433 West Van Buren Street
   91        91    3702 West Spruce Street
   92        92    1301 Washington Avenue
------------------------------------------------------------------------------------------------------------------------------------
   93        93    3400 Unicorn Road
   94        94    1648 West Alabama
   95        95    1621 South 9th Street








            CMSA
   ID     LOAN NO.  CITY                              STATE   ZIP CODE         BUILT         RENOVATED      ID
-----------------------------------------------------------------------------------------------------------------

   1         1      New York                           NY       10001          1923         1982 / 1991     1
   2         2      Houston                            TX       77027          1965          2001-2004      2
   3         3      Woodmere                           OH       44122          1974             2004        3
   4         4      Destin                             FL       32550          1984             1998        4
   5         5      Washington                         DC       20004          2001                         5
-----------------------------------------------------------------------------------------------------------------
   6         6      San Antonio                        TX       78234          1937             2004        6
   7         7      Plymouth Meeting                   PA       19428        1959-1960       2003-2004      7
   8         8      Alexandria                         VA       22314          1971             1989        8
   9         9      Murray                             UT       84107          2002             2004        9
   10        10     Dallas                             TX       75231       1980 / 1995                     10
-----------------------------------------------------------------------------------------------------------------
   11        11     Various                          Various   Various        Various         Various       11
  11-a              Alsip                              IL       60803          1990             2000       11-a
  11-b              Tolleson                           AZ       85353          2000             2004       11-b
  11-c              Geddes                             NY       13209          1994                        11-c
  11-d              Alsip                              IL       60803          1990             2000       11-d
-----------------------------------------------------------------------------------------------------------------
   12        12     Pineville                          NC       28134          1992                         12
   13        13     Old Bridge                         NJ       08857          1971             1996        13
   14        14     Lakeville                          MN       55044          2004                         14
   15        15     Chestnut Hill                      MA       02467       1947 / 2003      1990-1992      15
   16        16     Pleasanton                         CA       94588          2000                         16
-----------------------------------------------------------------------------------------------------------------
   17        17     Tampa                              FL       33607        1981-1982       2002-2003      17
   18        18     Anaheim                            CA       92807          1971                         18
   19        19     Milford                            CT       06460        1988-1989          1998        19
   20        20     Various                            MI      Various        Various        2001-2003      20
  20-a              Saint Joseph                       MI       49085       1971 / 1973      2001-2003     20-a
-----------------------------------------------------------------------------------------------------------------
  20-b              Roosevelt Park & Norton Shores     MI       49441    1972 / 1974-1976    2001-2003     20-b
   21        21     Various                          Various   Various        Various        2003-2004      21
  21-a              Philadelphia                       PA       19116          1970          2003-2004     21-a
  21-b              Belleville                         NJ       07109          1966          2003-2004     21-b
  21-c              Garfield                           NJ       07026          1964          2003-2004     21-c
-----------------------------------------------------------------------------------------------------------------
  21-d              Nutley                             NJ       07110          1929          2003-2004     21-d
  21-e              Nutley                             NJ       07110          1929          2003-2004     21-e
   22        22     Philadelphia                       PA       19145          2004                         22
   23        23     Various                          Various   Various        Various        2003-2004      23
  23-a              Philadelphia                       PA       19128       1961 / 1970      2003-2004     23-a
-----------------------------------------------------------------------------------------------------------------
  23-b              Nutley                             NJ       07110          1962          2003-2004     23-b
  23-c              Highland Park                      NJ       08904          1948          2003-2004     23-c
  23-d              Belleville                         NJ       07109          1990          2003-2004     23-d
  23-e              Maplewood                          NJ       07040          1940s         2003-2004     23-e
   24        24     Roslindale                         MA       02131          1956             2004        24
-----------------------------------------------------------------------------------------------------------------
   25        25     Anchorage                          AK       99508          1998                         25
   26        26     Tacoma                             WA       98402          2002                         26
   27        27     Elkridge                           MD       21075        2001-2002                      27
   28        28     Monrovia                           CA       91016          1995                         28
   29        29     Various                          Various   Various        Various                       29
-----------------------------------------------------------------------------------------------------------------
  29-a              Englewood                          CO       80110          1978                        29-a
  29-b              Chandler                           AZ       85224          1987                        29-b
  29-c              Englewood                          CO       80110          1973                        29-c
  29-d              Englewood                          CO       80110          1975                        29-d
  29-e              Englewood                          CO       80110          1973                        29-e
-----------------------------------------------------------------------------------------------------------------
  29-f              Englewood                          CO       80110          1983                        29-f
  29-g              Englewood                          CO       80110           NAP                        29-g
  29-h              Englewood                          CO       80110           NAP                        29-h
   30        30     Acton                              MA       01720        1972-1980                      30
   31        31     Plainsboro                         NJ       08536          1982             2003        31
-----------------------------------------------------------------------------------------------------------------
   32        32     Santa Monica                       CA       90401          2004             2004        32
   33        33     Anchorage                          AK       99507          1996             2002        33
   34        34     Sandy                              UT       84093          1999                         34
   35        35     Berkeley                           CA       94704          1927                         35
   36        36     Chula Vista                        CA       91913          2003                         36
-----------------------------------------------------------------------------------------------------------------
   37        37     Various                          Various   Various        Various         Various       37
  37-a              Concordville                       PA       19331          1996                        37-a
  37-b              Oceanside                          CA       92056          1989             2003       37-b
   38        38     Hatboro                            PA       19040          1959             2003        38
   39        39     Orland Park                        IL       60462           NAP                         39
-----------------------------------------------------------------------------------------------------------------
   40        40     Mobile                             AL       36606          1979          2001-2003      40
   41        41     Los Angeles                        CA       90066          1969             1981        41
   42        42     Colorado Springs                   CO       80907          1983                         42
   43        43     Twinsburg                          OH       44087       2000 / 2002                     43
   44        44     Frisco                             TX       75034          2003                         44
-----------------------------------------------------------------------------------------------------------------
   45        45     Peachtree City                     GA       30269          2001                         45
   46        46     Laguna Beach                       CA       92651          2001                         46
   47        47     Henderson                          NV       89012          2001                         47
   48        48     Gretna                             LA       70056          1981             2003        48
   49        49     Rancho Santa Margarita             CA       92688          1999                         49
-----------------------------------------------------------------------------------------------------------------
   50        50     Santa Fe Springs                   CA       90670          1981                         50
   51        51     Covington                          WA       98042          2004                         51
   52        52     Various                            FL      Various        Various         Various       52
  52-a              Zephyrhills                        FL       33541          1992             2003       52-a
  52-b              Inverness                          FL       34453          1987             2004       52-b
-----------------------------------------------------------------------------------------------------------------
   53        53     Orange Park                        FL       32065       1997 / 2004                     53
   54        54     Palmer                             PA       18045          2004                         54
   55        55     Ewing                              NJ       08628          1963             1972        55
   56        56     Louisville                         KY       40219          1965                         56
   57        57     Fresno                             CA       93720          2002                         57
-----------------------------------------------------------------------------------------------------------------
   58        58     Centerville                        UT       84014          2003                         58
   59        59     Anchorage                          AK       99503          1998             2003        59
   60        60     Bristol                            CT       06010          2003                         60
   61        61     Otsego                             MN       55330          2003                         61
   62        62     Westampton                         NJ       08060          2004                         62
-----------------------------------------------------------------------------------------------------------------
   63        63     Colorado Springs                   CO       80922        2003-2004                      63
   64        64     Farmington                         NM       87401        2003-2004                      64
   65        65     Los Alamos                         NM       87544          1994                         65
   66        66     Albuquerque                        NM       87114          2004                         66
   67        67     Omaha                              NE       68114          2004                         67
-----------------------------------------------------------------------------------------------------------------
   68        68     Houston                            TX       77025          2002                         68
   69        69     Riverside                          CA       92507          2002                         69
   70        70     Santa Clarita                      CA       91350          1980             1996        70
   71        71     San Dimas                          CA       91773          1986         1994 / 1996     71
   72        72     Shelton                            WA       98584       1993 / 1995                     72
-----------------------------------------------------------------------------------------------------------------
   73        73     Columbia                           SC       29203          1975             1998        73
   74        74     San Ramon                          CA       94583          1999                         74
   75        75     Cathedral City                     CA       92234          1990                         75
   76        76     Fraser                             MI       48026          2004                         76
   77        77     Colorado Springs                   CO       80910       1969 / 1975         1991        77
-----------------------------------------------------------------------------------------------------------------
   78        78     Agoura Hills                       CA       91301          2004                         78
   79        79     Voorheesville                      NY       12186          1970             2002        79
   80        80     Lake Havasu City                   AZ       86403          1982             1996        80
   81        81     Las Vegas                          NV       89104          1960                         81
   82        82     Newport Beach                      CA       92660          1978             2004        82
-----------------------------------------------------------------------------------------------------------------
   83        83     Citrus Heights and Sacramento      CA       95610       1976 / 1979                     83
   84        84     Sacramento                         CA       95834          2003                         84
   85        85     Mesa                               AZ       85206       2000 / 2002                     85
   86        86     Van Nuys                           CA       91406          1957             1999        86
   87        87     Prescott                           AZ       86305          1999                         87
-----------------------------------------------------------------------------------------------------------------
   88        88     Bakersfield                        CA       93309          1998                         88
   89        89     City of Industry                   CA       91745        1968-1969          2002        89
   90        90     Phoenix                            AZ       85043          1981                         90
   91        91     Tampa                              FL       33607          2004                         91
   92        92     Golden                             CO       80401          1957          2001-2003      92
-----------------------------------------------------------------------------------------------------------------
   93        93     Bakersfield                        CA       93308          1994                         93
   94        94     Houston                            TX       77006          1960          1999-2002      94
   95        95     Waco                               TX       76706          1984                         95







BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC., SERIES 2004-PWR6

APPENDIX B - CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS AND MORTGAGED PROPERTIES

                                                                                               NET             CUT-OFF DATE BALANCE
                                                                                           RENTABLE  UNITS                   PER NET
            CMSA          CMSA                                                                 AREA    OF              RENTABLE AREA
   ID     LOAN NO.    PROPERTY NO.     PROPERTY NAME                                       SF/UNITS  MEASURE      SF/UNITS ($)(3)(4)
------------------------------------------------------------------------------------------------------------------------------------

   1         1           1-001         11 Penn Plaza                                      1,029,554   Sq Ft                   213.68
   2         2           2-001         Highland Village                                     331,444   Sq Ft                   270.96
   3         3           3-001         Eton Collection                                      286,643   Sq Ft                   198.63
   4         4           4-001         Hilton Sandestin Beach Golf Resort & Spa (7)             598   Rooms                90,395.34
   5         5           5-001         Lincoln Square                                       404,095   Sq Ft                   395.27
------------------------------------------------------------------------------------------------------------------------------------
   6         6           6-001         BAMC Building                                        199,231   Sq Ft                   165.39
   7         7           7-001         Plymouth Square Shopping Center                      275,685   Sq Ft                   101.57
   8         8           8-001         Waterfront I & II                                    146,044   Sq Ft                   164.33
   9         9           9-001         The Pointe at 53rd                                   185,666   Sq Ft                   123.34
   10        10          10-001        Caruth Plaza                                         201,411   Sq Ft                   110.87
------------------------------------------------------------------------------------------------------------------------------------
   11        11                        Berry Plastic Manufacturing Plant (7)                862,862   Sq Ft                    24.51
  11-a                   11-001        Berry Plastic Manufacturing Plant - Alsip, IL South  387,514   Sq Ft
  11-b                   11-002        Berry Plastic Manufacturing Plant - Tolleson, AZ     257,357   Sq Ft
  11-c                   11-003        Berry Plastic Manufacturing Plant - Geddes, NY       133,615   Sq Ft
  11-d                   11-004        Berry Plastic Manufacturing Plant - Alsip, IL North   84,376   Sq Ft
------------------------------------------------------------------------------------------------------------------------------------
   12        12          12-001        Centrum Shopping Center                              269,710   Sq Ft                    74.15
   13        13          13-001        Pine Gate Apartments (7)                                 354   Units                56,432.62
   14        14          14-001        Lakeville Shopping Center                            134,498   Sq Ft                   145.07
   15        15          15-001        Village at Chestnut Hill                              81,294   Sq Ft                   233.72
   16        16          16-001        Shaklee Corporation (7)                              123,750   Sq Ft                   151.25
------------------------------------------------------------------------------------------------------------------------------------
   17        17          17-001        Tampa Hilton                                             238   Rooms                73,949.58
   18        18          18-001        Friendly Village                                         347   Pads                 50,037.97
   19        19          19-001        Merritt Crossing                                     176,240   Sq Ft                    96.27
   20        20                        Lakecrest Apartment Portfolio                            678   Units                22,935.10
  20-a                   20-001        Lakecrest Ravine & Shoreline Apartments                  376   Units
------------------------------------------------------------------------------------------------------------------------------------
  20-b                   20-001        Lakecrest Park & Shore Apartments                        302   Units
   21        21                        Sheng Portfolio II                                       293   Units                49,488.05
  21-a                   21-001        Red Lion Manor                                           120   Units
  21-b                   21-002        Joralemon Street Apartments                               62   Units
  21-c                   21-003        Karl Place Apartments                                     41   Units
------------------------------------------------------------------------------------------------------------------------------------
  21-d                   21-004        Lincoln Apartments                                        38   Units
  21-e                   21-005        Ambassador Apartments                                     32   Units
   22        22          22-001        BJ's Wholesale Club at Quartermaster Plaza (12)      117,718   Sq Ft                   122.81
   23        23                        Sheng Portfolio I                                    244 (14)  Units           55,327.87 (14)
  23-a                   23-001        Cheswick Square Apartments                               111   Units
------------------------------------------------------------------------------------------------------------------------------------
  23-b                   23-002        Greylock Garden Apartments                                56   Units
  23-c                   23-003        Highland Park Gardens                                     44   Units
  23-d                   23-004        Stephens Street Apartments                                24   Units
  23-e                   23-005        Maplewood Apartments                                   9 (14)  Units
   24        24          24-001        Roslindale Plaza                                     119,323   Sq Ft                   102.35
------------------------------------------------------------------------------------------------------------------------------------
   25        25          25-001        Residence Inn by Marriott                                148   Rooms                78,378.38
   26        26          26-001        Metropolitan Apartments                                   88   Units               130,525.67
   27        27          27-001        Troy Hill Drive                                      150,000   Sq Ft                    75.45
   28        28          28-001        Monrovia Marketplace                                  52,500   Sq Ft                   186.46
   29        29                        Castle Rock Portfolio                                237,875   Sq Ft                    39.01
------------------------------------------------------------------------------------------------------------------------------------
  29-a                   29-001        Castle Rock - Englewood, CO I                         68,043   Sq Ft
  29-b                   29-002        Castle Rock - Chandler, AZ                            41,969   Sq Ft
  29-c                   29-003        Castle Rock - Englewood, CO III                       44,274   Sq Ft
  29-d                   29-004        Castle Rock - Englewood, CO IV                        40,757   Sq Ft
  29-e                   29-005        Castle Rock - Englewood, CO II                        28,720   Sq Ft
------------------------------------------------------------------------------------------------------------------------------------
  29-f                   29-006        Castle Rock - Englewood, CO V                         14,112   Sq Ft
  29-g                   29-007        Castle Rock - Englewood, CO VI                           NAP    NAP
  29-h                   29-008        Castle Rock - Englewood, CO VII                          NAP    NAP
   30        30          30-001        Nagog Park                                            58,197   Sq Ft                   144.34
   31        31          31-001        Princeton Meadows Shopping Center                     65,910   Sq Ft                   120.04
------------------------------------------------------------------------------------------------------------------------------------
   32        32          32-001        Circuit City Store                                    30,500   Sq Ft                   245.38
   33        33          33-001        Courtyard by Marriott                                    154   Rooms                45,454.55
   34        34          34-001        Little Cottonwood Shopping Center                     94,250   Sq Ft                    74.19
   35        35          35-001        2140 Shattuck Ave Office                              59,445   Sq Ft                   114.81
   36        36          36-001        Heritage Town Center                                  35,689   Sq Ft                   186.04
------------------------------------------------------------------------------------------------------------------------------------
   37        37                        Wolverine Brass                                      161,458   Sq Ft                    38.93
  37-a                    37-a         Wolverine Brass - Concordville, PA                   102,629   Sq Ft
  37-b                    37-b         Wolverine Brass - Oceanside, CA                       58,829   Sq Ft
   38        38          38-001        Rosemore Shopping Center                              86,982   Sq Ft                    71.65
   39        39          39-001        Orland Park Place Outlots (12)                       219,975   Sq Ft                    27.28
------------------------------------------------------------------------------------------------------------------------------------
   40        40          40-001        Hilton Square Office Building                        117,565   Sq Ft                    49.10
   41        41          41-001        Teledyne Reynolds Building                            56,300   Sq Ft                   101.24
   42        42          42-001        Springs Business Park                                121,270   Sq Ft                    46.59
   43        43          43-001        8920 & 8957 Canyon Falls                              70,744   Sq Ft                    79.63
   44        44          44-001        Sam Moon Center                                       38,626   Sq Ft                   142.50
------------------------------------------------------------------------------------------------------------------------------------
   45        45          45-001        World Airways Corporate Headquarters                  59,473   Sq Ft                    91.42
   46        46          46-001        Boat Canyon Village                                   15,701   Sq Ft                   336.90
   47        47          47-001        Parkridge Center                                      29,275   Sq Ft                   178.98
   48        48          48-001        Belle Meade Shopping Center                          108,230   Sq Ft                    46.57
   49        49          49-001        Antonio Parkway                                       46,284   Sq Ft                   108.03
------------------------------------------------------------------------------------------------------------------------------------
   50        50          50-001        Pioneer Industrial II                                 71,386   Sq Ft                    69.90
   51        51          51-001        Covington Walgreens Center                            17,703   Sq Ft                   281.82
   52        52                        Inverness & Zephyrhills Retail Centers               194,630   Sq Ft                    24.92
  52-a                   52-001        Zephyrhills Retail Center                            106,692   Sq Ft
  52-b                   52-002        Inverness Retail Center                               87,938   Sq Ft
------------------------------------------------------------------------------------------------------------------------------------
   53        53          53-001        Knightboxx Walgreens                                  35,330   Sq Ft                   130.02
   54        54          54-001        Walgreens Palmer                                      20,490   Sq Ft                   219.62
   55        55          55-001        Eastgate Apartments                                      194   Units                23,148.44
   56        56          56-001        Holiday Park Manufactured Home Community                 315   Pads                 14,063.25
   57        57          57-001        Birch Court Apartments                                    46   Units                93,478.26
------------------------------------------------------------------------------------------------------------------------------------
   58        58          58-001        Centerville Marketplace                               41,740   Sq Ft                   101.56
   59        59          59-001        SpringHill Suites by Marriott                            102   Rooms                41,176.47
   60        60          60-001        1182 - 1214 Farmington Avenue                         27,192   Sq Ft                   154.46
   61        61          61-001        Marketplace West Phase I                              31,481   Sq Ft                   126.83
   62        62          62-001        Walgreens Westampton                                  17,560   Sq Ft                   219.25
------------------------------------------------------------------------------------------------------------------------------------
   63        63          63-001        Ridgeview Marketplace                                 22,522   Sq Ft                   166.02
   64        64          64-001        Plaza Farmington III                                  32,405   Sq Ft                   113.94
   65        65          65-001        Los Alamos Business Center                            43,251   Sq Ft                    85.20
   66        66          66-001        Walgreens- Albuquerque                                14,560   Sq Ft                   251.15
   67        67          67-001        Crossroads Corner Shopping Center                     11,421   Sq Ft                   314.88
------------------------------------------------------------------------------------------------------------------------------------
   68        68          68-001        Buffalo Crossing Shopping Center                      21,319   Sq Ft                   164.17
   69        69          69-001        Hunter Technology Park                                40,158   Sq Ft                    87.06
   70        70          70-001        A-American Bouquet Canyon                                422   Units                 8,196.29
   71        71          71-001        San Dimas Properties                                 113,896   Sq Ft                    30.04
   72        72          72-001        Sentry Storage                                           540   Units                 6,079.05
------------------------------------------------------------------------------------------------------------------------------------
   73        73          73-001        Northway Plaza Shopping Center                        79,315   Sq Ft                    41.23
   74        74          74-001        Park Place Apartments                                     36   Units                88,705.54
   75        75          75-001        A-American Cathedral City                                418   Units                 7,512.94
   76        76          76-001        Walgreens Fraser, MI                                  13,650   Sq Ft                   229.80
   77        77          77-001        Valli Hi Shopping Center                              52,169   Sq Ft                    57.44
------------------------------------------------------------------------------------------------------------------------------------
   78        78          78-001        Reyes Adobe Retail                                    14,544   Sq Ft                   188.40
   79        79          79-001        Voorheesville Shopping Center                         37,732   Sq Ft                    65.66
   80        80          80-001        Hastings Entertainment Center                         40,160   Sq Ft                    59.76
   81        81          81-001        Charland Square Retail Center                         27,421   Sq Ft                    87.29
   82        82          82-001        Birch Street Office Building                          13,951   Sq Ft                   164.40
------------------------------------------------------------------------------------------------------------------------------------
   83        83          83-001        Sunrise Village Pads and Zinfandel Grille             17,300   Sq Ft                   131.95
   84        84          84-001        Natomas Gardens                                       13,542   Sq Ft                   165.31
   85        85          85-001        Superstition Springs Square Medical Office            18,470   Sq Ft                   118.63
   86        86          86-001        15520 Cabrito Road                                    43,859   Sq Ft                    46.27
   87        87          87-001        Checkers Strip Shopping Center                        20,000   Sq Ft                    95.66
------------------------------------------------------------------------------------------------------------------------------------
   88        88          88-001        Empire Drive Medical Office                           14,312   Sq Ft                   126.34
   89        89          89-001        Green Drive Industrial                                50,000   Sq Ft                    35.10
   90        90          90-001        4433 West Van Buren                                   79,896   Sq Ft                    21.25
   91        91          91-001        Staples - Dale Mabry                                  20,388   Sq Ft                    82.78
   92        92          92-001        Golden Gem Building                                   17,680   Sq Ft                    95.23
------------------------------------------------------------------------------------------------------------------------------------
   93        93          93-001        Unicorn Industrial                                    20,321   Sq Ft                    54.08
   94        94          94-001        West Alabama Place Apartments                             36   Units                24,283.15
   95        95          95-001        Darshane Apartments                                       15   Units                43,522.56




                            PREPAYMENT                            THIRD        THIRD MOST     SECOND       SECOND MOST
            CMSA            PROVISIONS                         MOST RECENT     RECENT NOI   MOST RECENT     RECENT NOI   MOST RECENT
   ID     LOAN NO.        (# OF PAYMENTS)                         NOI ($)         DATE        NOI ($)          DATE        NOI ($)
------------------------------------------------------------------------------------------------------------------------------------

   1         1      LO(24)/Defeasance(56)/Open(4) (5)           19,414,539    12/31/2002   21,517,327       12/31/2003   23,031,318
   2         2      GRTR1% or YM(119)/Open(1)                    6,974,208    12/31/2002    6,159,829       12/31/2003    6,050,216
   3         3      LO(26)/Defeasance(90)/Open(4)                                                                         3,452,427
   4         4      LO(27)/Defeasance(89)/Open(4)               10,019,735    12/31/2002   12,150,185       12/31/2003   12,670,676
   5         5      LO(37)/Defeasance(137)/YM(5)/Open(1) (9)    11,698,710    12/31/2002   12,954,148       12/31/2003   13,095,410
------------------------------------------------------------------------------------------------------------------------------------
   6         6      LO(26)/Defeasance(87)/Open(7)
   7         7      LO(47)/Defeasance(130)/Open(3)               2,298,414    12/31/2002    2,812,903       12/31/2003    2,584,498
   8         8      LO(28)/Defeasance(88)/Open(4)                2,464,465    12/31/2002    2,464,320       12/31/2003    2,623,343
   9         9      LO(31)/Defeasance(85)/Open(4)                                                                         1,216,123
   10        10     LO(28)/Defeasance(88)/Open(4)                2,187,228    12/31/2002    2,273,323       12/31/2003    2,015,389
------------------------------------------------------------------------------------------------------------------------------------
   11        11     LO(26)/Defeasance(210)/Open(4)
  11-a
  11-b
  11-c
  11-d
------------------------------------------------------------------------------------------------------------------------------------
   12        12     LO(27)/Defeasance(29)/Open(4)                2,253,028    12/31/2002    2,244,127       12/31/2003    2,320,576
   13        13     LO(25)/GRTR1% or YM(92)/Open(3)              1,909,890    12/31/2002    1,976,857       12/31/2003    2,087,289
   14        14     LO(32)/Defeasance(78)/Open(7)
   15        15     LO(26)/Flex(90)/Open(4)                      1,824,915    12/31/2002    1,802,523       12/31/2003    1,974,835
   16        16     LO(27)/Defeasance(209)/Open(4)
------------------------------------------------------------------------------------------------------------------------------------
   17        17     LO(24)/Defeasance(91)/Open(5)                2,208,389    12/31/2002    2,802,695       12/31/2003    2,607,430
   18        18     LO(35)/Defeasance(81)/Open(4)                1,785,581    12/31/2002    1,921,570       12/31/2003    1,995,754
   19        19     LO(35)/Defeasance(83)/Open(2)                                           2,291,354       12/31/2002    2,244,294
   20        20     LO(25)/Defeasance(94)/Open(1)                1,478,595    12/31/2002    1,789,788       12/31/2003    1,644,005
  20-a
------------------------------------------------------------------------------------------------------------------------------------
  20-b
   21        21     LO(47)/Defeasance(72)/Open(1)                                                                         1,489,492
  21-a
  21-b
  21-c
------------------------------------------------------------------------------------------------------------------------------------
  21-d
  21-e
   22        22     LO(26)/Defeasance(89)/Open(5)
   23        23     LO(47)/Defeasance(72)/Open(1)                                                                         1,466,284
  23-a
------------------------------------------------------------------------------------------------------------------------------------
  23-b
  23-c
  23-d
  23-e
   24        24     LO(27)/Defeasance(92)/Open(1)
------------------------------------------------------------------------------------------------------------------------------------
   25        25     LO(25)/Defeasance(151)/Open(4)               2,386,306    12/31/2002    2,538,066       12/31/2003    2,239,464
   26        26     LO(26)/Defeasance(90)/Open(4)                                             424,723       12/31/2003      856,503
   27        27     LO(35)/Defeasance(81)/Open(4)                                             742,436       12/31/2003      946,163
   28        28     LO(25)/Defeasance(94)/Open(1)                  944,494    12/31/2002      936,576       12/31/2003      921,312
   29        29     LO(26)/Defeasance(210)/Open(4)
------------------------------------------------------------------------------------------------------------------------------------
  29-a
  29-b
  29-c
  29-d
  29-e
------------------------------------------------------------------------------------------------------------------------------------
  29-f
  29-g
  29-h
   30        30     LO(24)/Defeasance(91)/Open(5)                                             828,505       12/31/2002      876,293
   31        31     LO(26)/Defeasance(90)/Open(4)                                             684,411       12/31/2002      822,052
------------------------------------------------------------------------------------------------------------------------------------
   32        32     LO(35)/Flex(81)/Open(4)
   33        33     LO(25)/Defeasance(151)/Open(4)               2,195,745     9/29/2002    1,596,366       9/28/2003     1,471,828
   34        34     LO(35)/Defeasance(81)/Open(4)                  813,168    12/31/2002      726,721       12/31/2003      710,891
   35        35     LO(35)/Defeasance(45)/Open(4)                  573,995    12/31/2002      651,444       12/31/2003      699,768
   36        36     LO(26)/Defeasance(90)/Open(4)                                                                           545,260
------------------------------------------------------------------------------------------------------------------------------------
   37        37     LO(26)/Defeasance(210)/Open(4)
  37-a
  37-b
   38        38     LO(47)/Defeasance(72)/Open(1)                                             765,582       12/31/2002      680,161
   39        39     LO(25)/Defeasance(91)/Open(4)
------------------------------------------------------------------------------------------------------------------------------------
   40        40     LO(36)/Defeasance(29)/Open(7)                  821,390    12/31/2002      760,462       12/31/2003      822,375
   41        41     LO(25)/Defeasance(94)/Open(1)                  577,651    12/31/2002      593,060       12/31/2003      604,451
   42        42     LO(35)/Defeasance(21)/Open(4)                  901,579    12/31/2002      960,168       12/31/2003      951,370
   43        43     LO(35)/Defeasance(81)/Open(4)                                             476,037       12/31/2003      529,657
   44        44     LO(47)/GRTR1% or YM(126)/Open(7)                                                                        699,742
------------------------------------------------------------------------------------------------------------------------------------
   45        45     LO(31)/Defeasance(145)/Open(4)                                            842,412       12/31/2002      818,134
   46        46     LO(35)/Flex(81)/Open(4)
   47        47     LO(27)/Defeasance(89)/Open(4)                  231,933    12/31/2002      400,558       12/31/2003      502,721
   48        48     LO(25)/Defeasance(91)/Open(4)                  498,730    12/31/2002      480,554       12/31/2003      664,246
   49        49     LO(27)/GRTR1% or YM(89)/Open(4)                529,270    12/31/2002      504,502       12/31/2003      662,540
------------------------------------------------------------------------------------------------------------------------------------
   50        50     LO(27)/GRTR1% or YM(89)/Open(4)                366,883    12/31/2002      399,180       12/31/2003      306,408
   51        51     LO(25)/Defeasance(211)/Open(4)
   52        52     LO(35)/Defeasance(81)/Open(4)                                                                           388,992
  52-a
  52-b
------------------------------------------------------------------------------------------------------------------------------------
   53        53     LO(25)/Defeasance(90)/Open(5)                  233,452    12/31/2001      230,889       12/31/2002      231,759
   54        54     LO(48)/Defeasance(71)/Open(1)
   55        55     LO(27)/GRTR1% or YM(86)/Open(7)                687,664    12/31/2002      760,049       12/31/2003      645,253
   56        56     LO(28)/Defeasance(88)/Open(4)                  478,536    12/31/2002      424,532       12/31/2003      443,868
   57        57     LO(35)/Defeasance(83)/Open(2)                                             395,102       12/31/2003      373,328
-----------------------------------------------------------------------------------------------------------------------------------
   58        58     LO(30)/Defeasance(86)/Open(4)
   59        59     LO(25)/Defeasance(151)/Open(4)               1,319,675    12/31/2002    1,236,034       12/31/2003    1,139,043
   60        60     LO(47)/Defeasance(72)/Open(1)
   61        61     LO(35)/Defeasance(81)/Open(4)                                             317,086       12/31/2003      168,230
   62        62     LO(48)/Defeasance(71)/Open(1)
------------------------------------------------------------------------------------------------------------------------------------
   63        63     LO(35)/Defeasance(81)/Open(4)
   64        64     LO(35)/Defeasance(78)/Open(7)
   65        65     LO(28)/Defeasance(88)/Open(4)                  570,967    12/31/2002      569,226       12/31/2003      552,538
   66        66     LO(35)/Defeasance(81)/Open(4)
   67        67     LO(26)/GRTR1% or YM(90)/Open(4)
------------------------------------------------------------------------------------------------------------------------------------
   68        68     LO(47)/Defeasance(72)/Open(1)                                                                            88,660
   69        69     LO(47)/GRTR1% or YM(69)/Open(4)                                                                         481,288
   70        70     LO(35)/Flex(21)/Open(4)                        363,435    12/31/2002      390,332       12/31/2003      403,559
   71        71     LO(38)/Flex(78)/Open(4)                        950,592    12/31/2002      924,247       12/31/2003      864,433
   72        72     LO(35)/Defeasance(81)/Open(4)                  408,234    12/31/2002      443,429       12/31/2003      425,052
------------------------------------------------------------------------------------------------------------------------------------
   73        73     LO(30)/Defeasance(86)/Open(4)                  448,251    12/31/2001      358,185       12/31/2002      382,508
   74        74     LO(27)/Defeasance(89)/Open(4)                  321,929    12/31/2002      269,772       12/31/2003      283,766
   75        75     LO(35)/Flex(21)/Open(4)                        274,279    12/31/2002      294,740       12/31/2003      362,372
   76        76     LO(35)/Defeasance(81)/Open(4)
   77        77     LO(35)/Flex(81)/Open(4)                        328,786    12/31/2002      427,301       12/31/2003      439,133
------------------------------------------------------------------------------------------------------------------------------------
   78        78     LO(35)/Flex(81)/Open(4)
   79        79     LO(35)/Defeasance(45)/Open(4)                  244,798    12/31/2002      244,760       12/31/2003      284,940
   80        80     LO(35)/Flex(81)/Open(4)                        287,649    12/31/2002      317,954       12/31/2003      252,955
   81        81     LO(35)/Flex(81)/Open(4)                        311,353    12/31/2002      267,826       12/31/2003      294,108
   82        82     LO(28)/GRTR1% or YM(88)/Open(4)                281,520    12/31/2002      268,370       12/31/2003      272,115
------------------------------------------------------------------------------------------------------------------------------------
   83        83     LO(35)/Defeasance(81)/Open(4)                  399,478    12/31/2002      403,573       12/31/2003      340,928
   84        84     LO(35)/Defeasance(82)/Open(3)
   85        85     LO(35)/Flex(81)/Open(4)                        120,263    12/31/2002      235,874       12/31/2003      240,265
   86        86     LO(35)/Flex(81)/Open(4)                        230,940    12/31/2002      238,851       12/31/2003      208,575
   87        87     LO(35)/Defeasance(81)/Open(4)                  242,533    12/31/2002      253,906       12/31/2003      246,858
------------------------------------------------------------------------------------------------------------------------------------
   88        88     LO(35)/Defeasance(83)/Open(2)                                             258,976       12/31/2002      276,530
   89        89     LO(36)/Flex(80)/Open(4)                        229,217    12/31/2001      251,116       12/31/2002      204,540
   90        90     LO(35)/Flex(81)/Open(4)                        204,561    12/31/2002      197,288       12/31/2003      269,565
   91        91     LO(26)/Defeasance(150)/Open(4)
   92        92     LO(35)/Flex(81)/Open(4)
------------------------------------------------------------------------------------------------------------------------------------
   93        93     LO(35)/Defeasance(83)/Open(2)                                             142,338       12/31/2002      127,565
   94        94     LO(35)/Flex(81)/Open(4)                                                                                 139,901
   95        95     LO(35)/Flex(138)/Open(7)                       124,061    12/31/2002      124,428       12/31/2003      119,111




                     MOST RECENT
            CMSA         NOI       UNDERWRITTEN   UNDERWRITTEN  UNDERWRITTEN       UNDERWRITTEN             UNDERWRITTEN
   ID     LOAN NO.      DATE         NOI ($)        EGI ($)     EXPENSES ($)     NET CASH FLOW ($)          RESERVES ($)
-----------------------------------------------------------------------------------------------------------------------------

   1         1        6/30/2004     24,236,045     41,245,519     17,009,474          22,590,762                 256,613
   2         2        6/30/2004      9,015,870     13,839,465      4,823,595           8,753,280                  49,717
   3         3        6/30/2004      5,606,827      8,748,444      3,141,617           5,245,776                  43,987
   4         4        6/30/2004     12,329,988     43,779,976     31,449,988          10,578,789               1,751,199
   5         5        6/30/2004     16,217,096     21,695,554      5,478,459          15,554,247                 101,024
-----------------------------------------------------------------------------------------------------------------------------
   6         6                       3,417,332      4,496,409      1,079,077           3,348,921                  39,846
   7         7        9/30/2004      2,932,883      3,971,221      1,038,338           2,834,419                  41,252
   8         8        5/31/2004      2,632,893      3,960,734      1,327,841           2,340,385                  46,734
   9         9       12/31/2003      2,084,543      2,901,235        816,692           1,986,755                  29,395
   10        10       5/31/2004      2,167,988      3,274,470      1,106,482           1,999,269                  30,212
-----------------------------------------------------------------------------------------------------------------------------
   11        11                      2,735,391      4,615,867      1,880,476           2,505,719                 172,573
  11-a
  11-b
  11-c
  11-d
-----------------------------------------------------------------------------------------------------------------------------
   12        12       7/31/2004      2,416,439      3,044,455        628,016           2,205,106                  64,730
   13        13       7/31/2004      2,282,772      3,924,719      1,641,947           2,194,272                  88,500
   14        14                      1,764,775      2,607,367        842,592           1,703,701                  20,175
   15        15       7/31/2004      2,015,201      2,770,478        755,276           1,900,169                 115,032
   16        16                      2,225,942      3,134,010        908,068           2,142,333                  24,750
-----------------------------------------------------------------------------------------------------------------------------
   17        17       9/30/2004      2,576,997     10,158,303      7,581,306           2,170,665                 406,332
   18        18       5/30/2004      1,940,728      2,783,808        843,081           1,923,378                  17,350
   19        19      12/31/2003      1,777,123      3,380,575      1,603,452           1,564,702                 212,421
   20        20       9/30/2004      1,704,661      3,826,981      2,122,320           1,535,161                 169,500
  20-a
-----------------------------------------------------------------------------------------------------------------------------
  20-b
   21        21       5/31/2004      1,586,139      2,625,724      1,039,585           1,512,889                  73,250
  21-a
  21-b
  21-c
-----------------------------------------------------------------------------------------------------------------------------
  21-d
  21-e
   22        22                      1,419,637      1,676,027        256,390           1,414,928                   4,709
   23        23       5/31/2004      1,534,919      2,430,645        895,726           1,472,963                  61,956
  23-a
-----------------------------------------------------------------------------------------------------------------------------
  23-b
  23-c
  23-d
  23-e
   24        24                      1,195,419      1,730,259        534,840           1,132,311                  17,898
-----------------------------------------------------------------------------------------------------------------------------
   25        25       6/30/2004      1,892,355      5,367,952      3,475,597           1,623,957                 268,398
   26        26       8/31/2004        981,811      1,398,635        416,824             964,211                  17,600
   27        27       7/31/2004      1,246,275      1,527,252        280,977           1,115,402                 130,873
   28        28       8/1/2004         975,612      1,362,174        386,562             952,090                  10,500
   29        29                      1,272,576      1,839,297        566,721           1,158,724                  59,469
-----------------------------------------------------------------------------------------------------------------------------
  29-a
  29-b
  29-c
  29-d
  29-e
-----------------------------------------------------------------------------------------------------------------------------
  29-f
  29-g
  29-h
   30        30      12/31/2003        907,266      1,223,610        316,344             845,395                  11,639
   31        31      12/31/2003        828,011      1,302,522        474,511             768,469                  13,182
-----------------------------------------------------------------------------------------------------------------------------
   32        32                        792,537        965,953        173,416             760,310                  32,227
   33        33       6/30/2004      1,214,284      4,934,374      3,720,090             967,565                 246,719
   34        34      10/12/2004        678,817      1,015,143        336,326             659,476                   7,642
   35        35       5/31/2004        806,172      1,383,962        577,790             732,255                   8,917
   36        36      10/25/2004        778,232      1,132,264        354,032             739,189                   5,353
-----------------------------------------------------------------------------------------------------------------------------
   37        37                        868,719      1,198,333        329,614             794,771                  32,292
  37-a
  37-b
   38        38      12/31/2003        744,718      1,049,029        304,310             682,875                  13,047
   39        39                        577,372        607,600         30,228             572,329
-----------------------------------------------------------------------------------------------------------------------------
   40        40       6/30/2004        817,032      1,330,378        513,346             657,041                  23,513
   41        41       7/31/2004        660,342        747,638         87,296             660,342
   42        42       6/30/2004      1,031,808      1,374,800        342,992             881,635                  18,191
   43        43       3/31/2004        637,342        971,590        334,248             573,193                  14,149
   44        44       4/30/2004        829,275      1,157,131        327,856             785,489                   5,794
-----------------------------------------------------------------------------------------------------------------------------
   45        45      12/31/2003        705,682      1,077,396        371,714             662,715                  11,501
   46        46                        532,167        681,058        148,890             507,783                  24,385
   47        47       6/30/2004        583,919        698,861        114,942             550,620                   4,391
   48        48       5/1/2004         592,795        890,778        297,983             495,620                  21,460
   49        49       7/31/2004        556,773        773,264        216,491             511,569                   9,257
-----------------------------------------------------------------------------------------------------------------------------
   50        50       7/31/2004        518,435        737,852        219,417             463,905                  17,847
   51        51                        501,134        525,988         24,854             497,068                     626
   52        52       9/30/2004        577,811        911,055        333,244             480,266                  20,342
  52-a
  52-b
-----------------------------------------------------------------------------------------------------------------------------
   53        53      12/31/2003        514,394        665,169        150,775             498,297                   1,767
   54        54                        439,250        525,000         85,750             432,254                   3,074
   55        55       7/31/2004        707,004      1,677,570        970,566             642,790                  64,214
   56        56       5/31/2004        461,928        814,249        352,321             446,178                  15,750
   57        57       8/31/2004        380,016        616,170        236,154             370,816                   9,200
-----------------------------------------------------------------------------------------------------------------------------
   58        58                        514,011        701,417        187,406             485,603                   4,174
   59        59       6/30/2004        890,441      3,200,871      2,310,430             730,397                 160,044
   60        60                        384,209        478,823         94,614             368,502                   4,079
   61        61       5/31/2004        416,577        653,627        237,050             384,839                   4,722
   62        62                        361,550        375,000         13,450             357,268                   2,634
-----------------------------------------------------------------------------------------------------------------------------
   63        63                        410,388        512,455        102,067             384,410                   3,378
   64        64                        407,338        497,900         90,562             392,377                   4,861
   65        65       5/31/2004        499,115        802,238        303,123             432,292                  10,813
   66        66                        345,491        356,176         10,685             343,307                   2,184
   67        67                        362,121        469,678        107,557             348,311                   1,692
-----------------------------------------------------------------------------------------------------------------------------
   68        68      12/31/2003        368,499        489,163        120,664             357,212                   1,398
   69        69       8/31/2004        419,081        592,775        173,694             374,039                   8,032
   70        70       5/31/2004        407,139        566,975        159,836             400,918                   6,221
   71        71       9/30/2004        836,439      1,065,939        229,500             724,609                  33,030
   72        72       5/31/2004        371,669        497,105        125,436             363,314                   8,355
-----------------------------------------------------------------------------------------------------------------------------
   73        73      12/31/2003        390,061        550,480        160,419             329,605                  23,824
   74        74       7/31/2004        272,635        535,954        263,319             260,719                  11,916
   75        75       5/31/2004        359,037        655,081        296,045             348,805                  10,232
   76        76                        347,148        357,885         10,737             345,101                   2,048
   77        77       5/31/2004        335,930        496,964        161,034             309,895                   7,825
-----------------------------------------------------------------------------------------------------------------------------
   78        78                        288,473        344,328         55,855             275,999                  12,474
   79        79       9/30/2004        271,560        348,282         76,723             260,181                   7,546
   80        80       7/31/2004        285,119        368,242         83,123             254,116                   6,024
   81        81       6/30/2004        309,571        411,341        101,770             285,622                  11,243
   82        82       3/31/2004        219,084        339,009        119,925             203,134                   4,883
-----------------------------------------------------------------------------------------------------------------------------
   83        83       9/30/2004        365,538        441,950         76,412             346,810                   6,228
   84        84                        235,556        287,017         51,461             223,083                   2,573
   85        85       4/30/2004        276,845        397,509        120,664             250,403                  26,442
   86        86       5/31/2004        266,705        383,846        117,141             245,279                  10,526
   87        87       6/30/2004        220,227        270,560         50,333             196,717                   7,600
-----------------------------------------------------------------------------------------------------------------------------
   88        88      12/31/2003        214,504        313,488         98,984             192,168                   4,437
   89        89       9/30/2003        253,746        334,172         80,426             227,546                  14,500
   90        90       8/31/2004        248,450        361,179        112,729             216,630                  11,984
   91        91                        262,091        264,738          2,647             258,625                   3,466
   92        92                        222,765        297,482         74,717             198,422                   4,243
-----------------------------------------------------------------------------------------------------------------------------
   93        93      12/31/2003        139,234        185,581         46,347             117,406                   5,487
   94        94       9/30/2004        104,691        199,882         95,191              95,691                   9,000
   95        95      12/31/2004         90,496        132,098         41,602              82,006                   8,490




            CMSA                                                                            LEASE
   ID     LOAN NO. LARGEST TENANT                                    SF                   EXPIRATION
----------------------------------------------------------------------------------------------------------------

   1         1     Federated Department Stores                        356,696             4/30/2015
   2         2     Crate & Barrel Furniture                            36,000             1/31/2017
   3         3     Lincoln Financial Group                             33,670  3/31/2012, 1/31/2005, 3/31/2008
   4         4     NAP
   5         5     Latham & Watkins                                   182,974             1/31/2016
----------------------------------------------------------------------------------------------------------------
   6         6     United States of America (USARSO)                  120,316        4/30/2021, 5/31/2009
   7         7     Genuardi's (Safeway, Inc)                           50,000           6/30/2024 (10)
   8         8     SRA International, Inc.                             31,680        7/31/2005, 9/30/2007
   9         9     Best Buy                                            45,000             10/1/2012
   10        10    Bed Bath & Beyond                                   53,500             1/31/2015
----------------------------------------------------------------------------------------------------------------
   11        11
  11-a             Berry Plastics Corporation                         387,514             11/30/2023
  11-b             Berry Plastics Corporation                         257,357             11/30/2023
  11-c             Berry Plastics Corporation                         133,615             11/30/2023
  11-d             Berry Plastics Corporation                          84,376             11/30/2023
----------------------------------------------------------------------------------------------------------------
   12        12    Kmart                                              104,231             9/30/2017
   13        13    NAP
   14        14    Super Valu Inc d/b/a Cub Foods                      68,864             2/28/2024
   15        15    Chestnut Hill Realty                                21,786             7/31/2014
   16        16    Shaklee Corporation                                123,750             5/25/2024
----------------------------------------------------------------------------------------------------------------
   17        17    NAP
   18        18    NAP
   19        19    Environmental Data Research                         47,544              7/1/2014
   20        20
  20-a             NAP
----------------------------------------------------------------------------------------------------------------
  20-b             NAP
   21        21
  21-a             NAP
  21-b             NAP
  21-c             NAP
----------------------------------------------------------------------------------------------------------------
  21-d             NAP
  21-e             NAP
   22        22    BJ's Wholesale Club                                117,718             8/31/2024
   23        23
  23-a             NAP
----------------------------------------------------------------------------------------------------------------
  23-b             NAP
  23-c             NAP
  23-d             NAP
  23-e             First Union Bank                                     2,240             12/31/2009
   24        24    Grossmans                                           26,299             7/31/2009
----------------------------------------------------------------------------------------------------------------
   25        25    NAP
   26        26    NAP
   27        27    The Lindy Bowman Company Inc                         9,000             6/30/2008
   28        28    Office Depot                                        27,500             11/12/2010
   29        29
----------------------------------------------------------------------------------------------------------------
  29-a             Castle Rock Industries, Inc.                        68,043             6/30/2024
  29-b             Castle Rock Industries, Inc.                        41,969             6/30/2024
  29-c             Castle Rock Industries, Inc.                        44,274             6/30/2024
  29-d             Castle Rock Industries, Inc.                        40,757             6/30/2024
  29-e             Castle Rock Industries, Inc.                        28,720             6/30/2024
----------------------------------------------------------------------------------------------------------------
  29-f             Castle Rock Industries, Inc.                        14,112             6/30/2024
  29-g             Castle Rock Industries, Inc.                           NAP             6/30/2024
  29-h             Castle Rock Industries, Inc.                           NAP             6/30/2024
   30        30    Scupper Jack's                                       9,360             4/30/2012
   31        31    Asian Food Center                                   28,590             11/30/2011
----------------------------------------------------------------------------------------------------------------
   32        32    Circuit City Stores West Coast, Inc.                30,500             1/31/2024
   33        33    NAP
   34        34    Albertson's                                         62,876             1/31/2029
   35        35    Wells Fargo Bank                                    15,456             3/31/2010
   36        36    Kids Depot Day Care                                 10,500             1/31/2014
----------------------------------------------------------------------------------------------------------------
   37        37
  37-a             Plumbmaster, Inc.                                  102,629             1/31/2024
  37-b             Plumbmaster, Inc.                                   58,829             1/31/2024
   38        38    Dollarland (Ocean Desert)                           19,375              9/1/2009
   39        39    National City Bank                                  79,292             5/31/2025
----------------------------------------------------------------------------------------------------------------
   40        40    Dept of Human Resources                             79,796             12/31/2008
   41        41    Reynolds Industries                                 56,300             4/18/2018
   42        42    Colorado Technical University                       85,314             5/31/2008
   43        43    Alltel Ohio Limited Partnership                     39,387             1/31/2008
   44        44    Sam Moon Trading Enterprises, Ltd.                  15,267             5/31/2019
----------------------------------------------------------------------------------------------------------------
   45        45    World Airways Inc.                                  59,473             3/31/2019
   46        46    Gina's Pizza                                         2,833             10/11/2011
   47        47    Outpost Mail and Copy                                4,412             6/30/2009
   48        48    Breaux Mart                                         25,600             10/31/2013
   49        49    Woodside Homes                                       5,466             3/31/2007
----------------------------------------------------------------------------------------------------------------
   50        50    Docusource                                          11,020             4/15/2010
   51        51    Walgreen Co.                                        14,575             9/25/2029
   52        52
  52-a             Bealls                                              74,927             7/31/2012
  52-b             Bealls                                              87,938             2/28/2012
----------------------------------------------------------------------------------------------------------------
   53        53    Walgreen Co.                                        13,905             1/17/2018
   54        54    Walgreen Co.                                        14,490             8/31/2064
   55        55    NAP
   56        56    NAP
   57        57    NAP
----------------------------------------------------------------------------------------------------------------
   58        58    Pier One Imports                                    10,800             12/1/2014
   59        59    NAP
   60        60    Advanced Auto Stores Co., Inc.                       7,000             6/30/2013
   61        61    Fitness Zone Enterprise, LLC                         8,553             7/31/2009
   62        62    Walgreen Co.                                        14,560             4/30/2079
----------------------------------------------------------------------------------------------------------------
   63        63    It's Your Dollar                                     2,145             1/31/2009
   64        64    Best Buy                                            20,108             1/31/2014
   65        65    Los Alamos National Laboratory                      36,529             3/31/2007
   66        66    Walgreen Co.                                        14,560             8/31/2029
   67        67    Sprint                                               3,003             9/30/2009
----------------------------------------------------------------------------------------------------------------
   68        68    CVS Corporation                                     12,000             1/31/2025
   69        69    American Medical Response                           20,172             12/31/2012
   70        70    NAP
   71        71    Southern California Edison                          60,285             2/28/2007
   72        72    NAP
----------------------------------------------------------------------------------------------------------------
   73        73    Food Lion, LLC                                      29,000             2/28/2018
   74        74    NAP
   75        75    NAP
   76        76    Walgreen Co.                                        13,650             4/30/2079
   77        77    Walgreen's subleased to Save A Lot                  12,267             6/30/2013
----------------------------------------------------------------------------------------------------------------
   78        78    FLK, Inc. d/b/a The Sleep Shoppe                    14,544             6/30/2019
   79        79    Wooden Nichols Inc                                  27,150             7/31/2015
   80        80    Hastings Entertainment                              20,080             10/31/2005
   81        81    Guadalupe, Inc d/b/a Guadalupe Medical Center        5,877             7/30/2009
   82        82    The William Lyon Property Management Company        13,951             8/11/2019
----------------------------------------------------------------------------------------------------------------
   83        83    Zinfandel Grille                                     6,400             5/31/2014
   84        84    Western Dental                                       4,577             4/15/2014
   85        85    Smith dba Family Doctors of Arizona, LLC             5,499             2/28/2013
   86        86    Milken Family Foundation                             9,614             6/30/2009
   87        87    CSK / Checker Auto Parts                             8,000             2/28/2008
----------------------------------------------------------------------------------------------------------------
   88        88    So. CA Orthopedic Group                              7,225             2/28/2011
   89        89    Lucky Moving, Inc                                   32,400             1/14/2010
   90        90    Repacorp Label Pro                                  29,534             5/31/2008
   91        91    Staples, Inc.                                       20,388             9/30/2019
   92        92    Air Sciences, Inc.                                   5,800             12/31/2009
----------------------------------------------------------------------------------------------------------------
   93        93    County of Kern                                       7,037             8/31/2005
   94        94    NAP
   95        95    NAP




            CMSA                                                           LEASE
   ID     LOAN NO.  2ND LARGEST TENANT                        SF        EXPIRATION
--------------------------------------------------------------------------------------

   1         1      Rainbow Media Holdings Inc.             121,900      5/31/2017
   2         2      Tootsies                                 26,213     12/31/2005
   3         3      Barnes & Noble                           23,000      2/1/2014
   4         4      NAP
   5         5      GSA (FLETC and FBI)                      47,991      7/24/2011
--------------------------------------------------------------------------------------
   6         6      United States of America (IMA)           51,000      4/30/2021
   7         7      Marshalls (TJX)                          29,692      1/31/2006
   8         8      Sport and Health Company                 25,124      4/30/2007
   9         9      Barnes & Noble                           23,380     10/31/2013
   10        10     Oshman's Sporting Goods                  41,384      6/30/2005
--------------------------------------------------------------------------------------
   11        11
  11-a              NAP
  11-b              NAP
  11-c              NAP
  11-d              NAP
--------------------------------------------------------------------------------------
   12        12     Stein Mart                               36,000      8/31/2007
   13        13     NAP
   14        14     It's a Hoot, LLC, d/b/a/ Savvy Spaces     6,512      8/31/2008
   15        15     CVS                                       8,859      3/31/2006
   16        16     NAP
--------------------------------------------------------------------------------------
   17        17     NAP
   18        18     NAP                                         NAP
   19        19     One Beacon Insurance                     22,847      5/1/2009
   20        20
  20-a              NAP
--------------------------------------------------------------------------------------
  20-b              NAP
   21        21
  21-a              NAP
  21-b              NAP
  21-c              NAP
--------------------------------------------------------------------------------------
  21-d              NAP
  21-e              NAP
   22        22     NAP
   23        23
  23-a              NAP
--------------------------------------------------------------------------------------
  23-b              NAP
  23-c              NAP
  23-d              NAP
  23-e              Maplewood Travel                            684      7/31/2010
   24        24     Save-A-Lot                               16,150      1/31/2006
--------------------------------------------------------------------------------------
   25        25     NAP
   26        26     NAP
   27        27     Myco Companies, Inc                       9,000      9/30/2010
   28        28     Comp USA                                 25,000     11/10/2010
   29        29
--------------------------------------------------------------------------------------
  29-a              NAP
  29-b              NAP
  29-c              NAP
  29-d              NAP
  29-e              NAP
--------------------------------------------------------------------------------------
  29-f              NAP
  29-g              NAP
  29-h              NAP
   30        30     The Rugged Bear                           7,850     12/31/2016
   31        31     Eckerd Corporation                        6,000      1/31/2006
--------------------------------------------------------------------------------------
   32        32     NAP
   33        33     NAP
   34        34     Washington Mutual                        16,435      5/21/2025
   35        35     Berkeley Repertory Theater                8,891      9/2/2014
   36        36     Cotixan Mexican Restaurant                2,390      1/31/2009
--------------------------------------------------------------------------------------
   37        37
  37-a              NAP
  37-b              NAP
   38        38     Rite Aid                                  6,500     10/31/2005
   39        39     TGI Friday's, Inc.                       65,979     11/20/2012
--------------------------------------------------------------------------------------
   40        40     Mobile Tech Institute                     8,344     12/31/2008
   41        41     NAP
   42        42     Analytical Development                   16,800      4/30/2006
   43        43     Shelly Company                           17,817     12/31/2013
   44        44     Sam Moon Luggage Enterprises,             7,099      5/31/2019
--------------------------------------------------------------------------------------
   45        45     NAP
   46        46     Superchange Inc. d/b/a Bikram Yoga        2,459      2/16/2007
   47        47     Cielo Day Spa                             3,833      4/1/2005
   48        48     Gordon's of Gretna                       21,712      2/28/2005
   49        49     Wally Stothers et al dba South Coastal    3,782      7/30/2011
--------------------------------------------------------------------------------------
   50        50     Rubin's Design Group                      9,150      4/30/2007
   51        51     Wade K. Marler DDS                        3,128      12/1/2014
   52        52
  52-a              Tractor Supply Company                   31,765      7/31/2012
  52-b              NAP
--------------------------------------------------------------------------------------
   53        53     Pig Bar-B-Que and Seafood                 3,000      6/30/2009
   54        54     Sleepy's                                  6,000     11/30/2014
   55        55     NAP
   56        56     NAP
   57        57     NAP
--------------------------------------------------------------------------------------
   58        58     Big 5 Corporation                        10,000      1/31/2014
   59        59     NAP
   60        60     Howley Bread Group                        4,500     12/31/2013
   61        61     Dragonfly Hom Decor                       2,501      4/30/2006
   62        62     Dunkin' Donuts/Baskin Robbins             3,000     12/31/2014
--------------------------------------------------------------------------------------
   63        63     Arigato Japanese Restaurant               2,100      7/31/2009
   64        64     PetCo                                    12,297      3/31/2014
   65        65     Los Alamos Hospital                       6,722      2/28/2009
   66        66     NAP
   67        67     Chipotle                                  2,803     12/31/2014
--------------------------------------------------------------------------------------
   68        68     Mattress Firm                             6,170      6/30/2009
   69        69     Hartford Fire Insurance Company          19,986     10/31/2007
   70        70     NAP
   71        71     VWR Scientific Products Corp.            53,611     12/31/2005
   72        72     NAP
--------------------------------------------------------------------------------------
   73        73     Citi Trends                               8,000      5/31/2008
   74        74     NAP
   75        75     NAP
   76        76     NAP                                         NAP
   77        77     Lofino Colorado Foods, Inc. d/b/a Save   10,108     12/31/2013
--------------------------------------------------------------------------------------
   78        78     NAP                                         NAP
   79        79     Key Bank National Association             3,642     11/30/2011
   80        80     Sears                                    10,040      6/30/2008
   81        81     AutoZone                                  3,744      8/31/2005
   82        82     NAP
--------------------------------------------------------------------------------------
   83        83     Camille's Sidewalk Cafe                   3,500      3/1/2015
   84        84     Payless ShoeSource                        2,863     12/31/2008
   85        85     Novacare Outpatient Rehabilitation Wes    4,500      1/31/2011
   86        86     Milken Institute                          8,297      6/30/2007
   87        87     Hozhoni Foundation                        6,000      1/31/2008
--------------------------------------------------------------------------------------
   88        88     James Schuler, MD                         3,264     12/31/2006
   89        89     Turbo Cat, Inc.                          17,600      2/28/2006
   90        90     TC Foods, Inc.                           15,648      1/31/2008
   91        91     NAP
   92        92     Guigne International, Ltd                 2,700      9/30/2006
--------------------------------------------------------------------------------------
   93        93     Wm. B Saleh Co. Inc.                      4,280      5/31/2005
   94        94     NAP
   95        95     NAP




            CMSA                                                                               LEASE        PERCENT        LEASED
   ID     LOAN NO.  3RD LARGEST TENANT                                                SF    EXPIRATION       LEASED    AS-OF DATE
----------------------------------------------------------------------------------------------------------------------------------

   1         1      EMC Corporation                                                 65,806   12/31/2008      96.7%     11/1/2004
   2         2      Pottery Barn                                                    23,747    1/31/2020      89.8%     10/1/2004
   3         3      Organized Living                                                22,500   10/31/2018      92.0%    10/12/2004
   4         4      NAP                                                                                      69.6%     6/30/2004
   5         5      Landmark Theatre                                                40,000    1/1/2019       98.1%     9/20/2004
----------------------------------------------------------------------------------------------------------------------------------
   6         6      United States of America (PEC)                                  11,173   12/31/2014      95.4%    10/14/2004
   7         7      R.E.I.                                                          27,960   11/30/2005      90.9%     10/1/2004
   8         8      Outtask.com, Inc.                                               16,302    5/31/2005      92.5%      8/2/2004
   9         9      Thomasville                                                     15,000   10/31/2013      68.2%     10/6/2004
   10        10     TJ Maxx                                                         25,000    1/31/2011      98.8%      7/9/2004
----------------------------------------------------------------------------------------------------------------------------------
   11        11                                                                                             100.0%      9/6/2004
  11-a              NAP                                                                                     100.0%      9/6/2004
  11-b              NAP                                                                                     100.0%      9/6/2004
  11-c              NAP                                                                                     100.0%      9/6/2004
  11-d              NAP                                                                                     100.0%      9/6/2004
----------------------------------------------------------------------------------------------------------------------------------
   12        12     TJ Maxx                                                         30,000    1/31/2008      98.9%      8/9/2004
   13        13     NAP                                                                                      94.9%    10/12/2004
   14        14     Community First National Bank                                    6,000    7/31/2014      91.6%     9/14/2004
   15        15     Bertucci's                                                       7,163   10/31/2006     100.0%      9/1/2004
   16        16     NAP                                                                                     100.0%      9/6/2004
----------------------------------------------------------------------------------------------------------------------------------
   17        17     NAP                                                                                      76.6%    10/31/2004
   18        18     NAP                                                                                      99.1%     6/15/2004
   19        19     Cox Radio                                                       20,739    10/1/2010      94.9%     9/13/2004
   20        20                                                                                              87.5%     10/5/2004
  20-a              NAP                                                                                      85.9%     10/5/2004
----------------------------------------------------------------------------------------------------------------------------------
  20-b              NAP                                                                                      89.4%     10/5/2004
   21        21                                                                                              96.3%     10/1/2004
  21-a              NAP                                                                                      94.2%     10/1/2004
  21-b              NAP                                                                                     100.0%     10/1/2004
  21-c              NAP                                                                                      95.1%     10/1/2004
----------------------------------------------------------------------------------------------------------------------------------
  21-d              NAP                                                                                      97.4%     10/1/2004
  21-e              NAP                                                                                      96.9%     10/1/2004
   22        22     NAP                                                                                     100.0%      9/1/2004
   23        23                                                                                              96.3%     10/1/2004
  23-a              NAP                                                                                      95.5%     10/1/2004
----------------------------------------------------------------------------------------------------------------------------------
  23-b              NAP                                                                                      94.6%     10/1/2004
  23-c              NAP                                                                                      97.7%     10/1/2004
  23-d              NAP                                                                                     100.0%     10/1/2004
  23-e              McClintock Florist                                                 663    2/28/2005     100.0%     10/1/2004
   24        24     L&M Bargain Outlet                                              12,105    5/31/2009      97.3%     10/5/2004
----------------------------------------------------------------------------------------------------------------------------------
   25        25     NAP                                                                                      86.0%     6/30/2004
   26        26     NAP                                                                                      89.8%     9/15/2004
   27        27     Henry Schein, Inc.                                               7,800    3/31/2008      86.3%      8/9/2004
   28        28     NAP                                                                                     100.0%     12/1/2004
   29        29                                                                                             100.0%      9/6/2004
----------------------------------------------------------------------------------------------------------------------------------
  29-a              NAP                                                                                     100.0%      9/6/2004
  29-b              NAP                                                                                     100.0%      9/6/2004
  29-c              NAP                                                                                     100.0%      9/6/2004
  29-d              NAP                                                                                     100.0%      9/6/2004
  29-e              NAP                                                                                     100.0%      9/6/2004
----------------------------------------------------------------------------------------------------------------------------------
  29-f              NAP                                                                                     100.0%      9/6/2004
  29-g              NAP                                                                                     100.0%      9/6/2004
  29-h              NAP                                                                                     100.0%      9/6/2004
   30        30     Cross Roads Pub                                                  4,000    6/30/2011      94.1%     11/8/2004
   31        31     Crown of India                                                   4,200    9/30/2007     100.0%     8/18/2004
----------------------------------------------------------------------------------------------------------------------------------
   32        32     NAP                                                                                     100.0%      5/5/2004
   33        33     NAP                                                                                      82.2%     6/30/2004
   34        34     McDonalds                                                        5,000    6/30/2019      93.5%     10/7/2004
   35        35     UC Berkeley Community Wellness                                   3,223    5/31/2007      94.7%      9/1/2004
   36        36     Commonwealth Land Title                                          1,836    6/30/2009     100.0%     10/1/2004
----------------------------------------------------------------------------------------------------------------------------------
   37        37                                                                                             100.0%      9/6/2004
  37-a              NAP                                                                                     100.0%      9/6/2004
  37-b              NAP                                                                                     100.0%      9/6/2004
   38        38     Dollar General Store                                             6,000    7/31/2005      98.2%     6/28/2004
   39        39     GMRI, Inc. (Olive Garden)                                       49,140    3/7/2014      100.0%     7/22/2004
----------------------------------------------------------------------------------------------------------------------------------
   40        40     Serologicals                                                     6,713    1/31/2005      88.4%     8/11/2004
   41        41     NAP                                                                                     100.0%    10/21/2004
   42        42     NAP                                                                                      84.2%    11/30/2004
   43        43     Kaiser Foundation Health Plan                                   11,479   12/31/2007     100.0%      9/1/2004
   44        44     L'Patricia                                                       3,938    5/31/2008      93.8%      6/1/2004
----------------------------------------------------------------------------------------------------------------------------------
   45        45     NAP                                                                                     100.0%      4/1/2004
   46        46     Jump Start Fitness                                               2,120    1/22/2012     100.0%      5/6/2004
   47        47     Parkridge Dental Group                                           2,500    4/17/2007      93.2%      8/3/2004
   48        48     Rite-Aid                                                        18,000    5/31/2006      95.3%     7/31/2004
   49        49     Avid Digital LLC                                                 2,486    5/1/2005       96.1%     9/29/2004
----------------------------------------------------------------------------------------------------------------------------------
   50        50     Pacific Western National Bank                                    7,230    8/31/2008     100.0%     9/22/2004
   51        51     NAP                                                                                      82.3%    10/12/2004
   52        52                                                                                             100.0%     8/31/2004
  52-a              NAP                                                                                     100.0%     8/31/2004
  52-b              NAP                                                                                     100.0%     8/31/2004
----------------------------------------------------------------------------------------------------------------------------------
   53        53     Vanguard Realty                                                  2,200   12/31/2008      75.3%    10/20/2004
   54        54     NAP                                                                                     100.0%     12/1/2004
   55        55     NAP                                                                                      97.9%     9/21/2004
   56        56     NAP                                                                                      93.7%    10/31/2004
   57        57     NAP                                                                                      97.8%     9/13/2004
----------------------------------------------------------------------------------------------------------------------------------
   58        58     Blockbuster, Inc.                                                5,200   11/30/2013      87.8%      8/2/2004
   59        59     NAP                                                                                      84.0%     6/30/2004
   60        60     Nishiki Japanese Restaurant                                      3,800    2/28/2012      80.1%     10/4/2004
   61        61     Cathy A. Wagner & Donna F. Pnem                                  2,490    7/31/2009     100.0%     9/24/2004
   62        62     NAP                                                                                     100.0%     12/1/2004
----------------------------------------------------------------------------------------------------------------------------------
   63        63     Curves                                                           1,960    1/1/2005      100.0%     8/13/2004
   64        64     NAP                                                                                     100.0%      7/9/2004
   65        65     Vodaphone Airtouch Licenses LLC                                           6/26/2005     100.0%     6/30/2004
   66        66     NAP                                                                                     100.0%     8/11/2004
   67        67     Noodles                                                          2,496    9/30/2014     100.0%     10/1/2004
----------------------------------------------------------------------------------------------------------------------------------
   68        68     Cingular Wireless                                                2,099   12/31/2007     100.0%      9/1/2004
   69        69     NAP                                                                                     100.0%     10/6/2004
   70        70     NAP                                                                                      96.2%      8/1/2004
   71        71     NAP                                                                                     100.0%     9/30/2004
   72        72     NAP                                                                                      99.4%     6/11/2004
----------------------------------------------------------------------------------------------------------------------------------
   73        73     Family Dollar Stores                                             8,000   12/31/2006     100.0%      3/3/2004
   74        74     NAP                                                                                      94.4%      8/6/2004
   75        75     NAP                                                                                      93.3%      8/2/2004
   76        76     NAP                                                                                     100.0%      7/1/2004
   77        77     Family Dollar Stores                                             8,861   12/31/2007      98.4%      7/1/2004
----------------------------------------------------------------------------------------------------------------------------------
   78        78     NAP                                                                                     100.0%      7/9/2004
   79        79     JBN J of New York Inc. d/b/a Video World                         2,672    1/31/2009     100.0%    10/12/2004
   80        80     Barn Brother, Inc d/b/a Furniture Barn                          10,040    3/31/2008     100.0%      8/5/2004
   81        81     Fiesta 99 Seafood                                                3,189    6/30/2008      92.8%     9/16/2004
   82        82     NAP                                                                                     100.0%     8/12/2004
----------------------------------------------------------------------------------------------------------------------------------
   83        83     Loan Mart                                                        1,750    7/31/2009      91.3%    10/12/2004
   84        84     Gamestop                                                         1,634    6/17/2009     100.0%     6/17/2004
   85        85     Wallitschek d/b/a Superstition Springs Square First Dental, LLC  2,112    5/22/2010      91.9%     8/30/2004
   86        86     MC Group                                                         4,329    6/30/2010     100.0%      9/1/2004
   87        87     Mile High Mortgage                                               3,000    6/30/2006     100.0%    10/27/2004
----------------------------------------------------------------------------------------------------------------------------------
   88        88     Thomas Frank, DDS                                                2,587    4/30/2008     100.0%      7/6/2004
   89        89     NAP                                                                                     100.0%    10/22/2004
   90        90     Iron Mountain Securities                                        15,372    4/30/2005     100.0%     9/27/2004
   91        91     NAP                                                                                     100.0%     8/24/2004
   92        92     13th Street Wine Bar                                             2,570   12/31/2009      80.7%    10/12/2004
----------------------------------------------------------------------------------------------------------------------------------
   93        93     Koleher's Shorthand                                              3,339    5/31/2011      93.0%    10/26/2004
   94        94     NAP                                                                                      91.7%    10/15/2004
   95        95     NAP                                                                                     100.0%     8/31/2004



                            UPFRONT           ONGOING                                         MONTHLY
            CMSA    ACTUAL REPLACEMENT ACTUAL REPLACEMENT  UPFRONT    MONTHLY  MONTHLY TAX  INSURANCE        ENVIRONMENTAL
   ID     LOAN NO.       RESERVES ($)       RESERVES ($)  TI/LC ($)  TI/LC ($)  ESCROW ($) ESCROW ($)         REPORT DATE
-----------------------------------------------------------------------------------------------------------------------------

   1         1                                                                                                10/28/2004
   2         2                                                                     120,798     18,199          7/21/2004
   3         3                               3,665                     22,500       64,723      7,507          9/27/2004
   4         4                             145,933                                  53,791     63,980          6/25/2004
   5         5             8,419             8,419        2,276,167    33,667      224,860                     2/16/2004
-----------------------------------------------------------------------------------------------------------------------------
   6         6                                                                                  6,156
   7         7             2,979             2,979            8,333     8,333       21,136                     1/22/2004
   8         8                                            1,500,000                 18,976      2,325          8/17/2004
   9         9                               1,747                      3,333       30,042      2,419          2/24/2004
   10        10                              2,550                     11,542       47,102      4,491          9/3/2004
-----------------------------------------------------------------------------------------------------------------------------
   11        11
  11-a                                                                                                         9/16/2004
  11-b                                                                                                         9/16/2004
  11-c                                                                                                         9/16/2004
  11-d                                                                                                         9/16/2004
-----------------------------------------------------------------------------------------------------------------------------
   12        12                                                                                                7/14/2004
   13        13            7,375             7,375                                  44,405                     8/26/2004
   14        14                                                                                                4/1/2004
   15        15                              1,220                      8,333       29,500      3,800          9/14/2004
   16        16                                                                                                11/3/2004
-----------------------------------------------------------------------------------------------------------------------------
   17        17                             4% (27)                                                           12/11/2003
   18        18                                                                                                7/2/2004
   19        19                              2,937                     15,500       36,674      2,102          7/30/2004
   20        20           14,125            14,125                                  30,667
  20-a                                                                                                    4/5/2004 & 4/6/2004
-----------------------------------------------------------------------------------------------------------------------------
  20-b                                                                                                         4/5/2004
   21        21            6,104             6,104                                  26,482
  21-a                                                                                                         6/22/2004
  21-b                                                                                                         6/28/2004
  21-c                                                                                                         6/28/2004
-----------------------------------------------------------------------------------------------------------------------------
  21-d                                                                                                         6/28/2004
  21-e                                                                                                         6/28/2004
   22        22                                                                                                11/4/2002
   23        23            5,163             5,163                                  26,851
  23-a                                                                                                         6/22/2004
-----------------------------------------------------------------------------------------------------------------------------
  23-b                                                                                                         6/28/2004
  23-c                                                                                                         6/24/2004
  23-d                                                                                                         6/28/2004
  23-e                                                                                                         6/28/2004
   24        24            1,492             1,492            4,167     4,167       10,045                     8/19/2004
-----------------------------------------------------------------------------------------------------------------------------
   25        25                                                                     21,954                     6/4/2004
   26        26                              1,470                                              1,778         10/11/2004
   27        27                              2,500           12,500    12,500       10,266                     6/17/2004
   28        28              875               875            1,042     1,042       10,517        955          8/10/2004
   29        29
-----------------------------------------------------------------------------------------------------------------------------
  29-a                                                                                                        10/11/2004
  29-b                                                                                                         10/8/2004
  29-c                                                                                                        10/11/2004
  29-d                                                                                                         10/8/2004
  29-e                                                                                                        10/11/2004
-----------------------------------------------------------------------------------------------------------------------------
  29-f                                                                                                         10/8/2004
  29-g                                                                                                            NAP
  29-h                                                                                                            NAP
   30        30                                                                                               10/26/2004
   31        31                              1,101           65,000                 16,077      2,247         10/14/2004
-----------------------------------------------------------------------------------------------------------------------------
   32        32                                                                                                7/13/2004
   33        33                                                                     18,374                     6/11/2004
   34        34                                637                                  15,437                     7/13/2004
   35        35                                732                                   8,891     10,425          6/21/2004
   36        36                                              14,864     3,246        5,917      2,292          8/20/2003
-----------------------------------------------------------------------------------------------------------------------------
   37        37
  37-a                                                                                                         10/8/2004
  37-b                                                                                                        10/11/2004
   38        38          343,587             1,087            3,500     3,500        9,448      3,248          8/26/2004
   39        39                                                                     13,352                     9/20/2004
-----------------------------------------------------------------------------------------------------------------------------
   40        40                              1,959          100,000    17,650        5,839      1,959          7/6/2004
   41        41                                                                                                8/12/2004
   42        42                                             191,560                                           12/17/2003
   43        43                              1,179                      5,833        6,356      1,273          5/25/2004
   44        44                                                                                                4/21/2004
-----------------------------------------------------------------------------------------------------------------------------
   45        45                                                                                               12/15/2003
   46        46                                                         1,849        2,586        718          8/24/2004
   47        47                                366                      3,000        2,611        604          8/13/2004
   48        48                              1,353                     11,765        6,917      6,429          10/2/2004
   49        49                                           ,000 (LOC)                                           8/19/2004
-----------------------------------------------------------------------------------------------------------------------------
   50        50                                             375,000                                            8/11/2004
   51        51                                                                                               10/12/2004
   52        52                              1,695
  52-a                                                                                                         9/22/2004
  52-b                                                                                                         9/22/2004
-----------------------------------------------------------------------------------------------------------------------------
   53        53                                                                      4,366      1,121         10/26/2004
   54        54              256               256                                                             9/15/2004
   55        55                                                                     18,835                     8/24/2004
   56        56           47,500                                                     4,105      1,720          8/27/2004
   57        57                                                                      7,630                     7/27/2004
-----------------------------------------------------------------------------------------------------------------------------
   58        58                                              95,625     1,500        5,059        401          5/21/2004
   59        59                                                                     17,973                     6/4/2004
   60        60              340               340            1,042     1,042                                  8/10/2004
   61        61                                394          200,000     1,667        3,981      1,277          7/22/2004
   62        62              220               220                                                             8/27/2004
-----------------------------------------------------------------------------------------------------------------------------
   63        63                                283          150,000     1,867        2,480        824
   64        64                                405                      1,100          874      1,007          6/6/2004
   65        65                                580           40,000                  2,657        768          7/20/2004
   66        66
   67        67                                              42,000     1,200        5,944                     8/30/2004
-----------------------------------------------------------------------------------------------------------------------------
   68        68              116               116              883       883        3,546        463          8/19/2004
   69        69                                                                                                8/30/2004
   70        70                                                                      1,919        222
   71        71
   72        72                                859                                   3,051
-----------------------------------------------------------------------------------------------------------------------------
   73        73           86,375             2,316                      1,000        6,392        735          4/23/2004
   74        74                                                                                               10/18/2004
   75        75                                                                      3,211        316
   76        76
   77        77           15,648                             88,900                  4,717      1,391          8/13/2004
-----------------------------------------------------------------------------------------------------------------------------
   78        78
   79        79                                629           80,000                  3,084        429
   80        80                                             450,000
   81        81                                              95,000                  1,518        560          9/7/2004
   82        82                                407                                   2,584        534          7/22/2004
-----------------------------------------------------------------------------------------------------------------------------
   83        83
   84        84                                216          104,000       942          520        350
   85        85                                                         1,692
   86        86
   87        87                                                                      2,904        438
-----------------------------------------------------------------------------------------------------------------------------
   88        88
   89        89
   90        90
   91        91                                                                                                9/9/2004
   92        92
-----------------------------------------------------------------------------------------------------------------------------
   93        93                                             100,000                                            9/12/2004
   94        94                                750                                   2,243      1,161
   95        95                                708                                   1,648        692






            CMSA           ENGINEERING
   ID     LOAN NO.         REPORT DATE
-------------------------------------------

   1         1              11/1/2004
   2         2              7/21/2004
   3         3              9/20/2004
   4         4              6/17/2004
   5         5              2/23/2004
-------------------------------------------
   6         6              11/3/2004
   7         7              1/20/2004
   8         8               9/2/2004
   9         9              2/23/2004
   10        10              9/3/2004
-------------------------------------------
   11        11
  11-a                      9/16/2004
  11-b                      9/16/2004
  11-c                      9/16/2004
  11-d                      9/16/2004
-------------------------------------------
   12        12             7/14/2004
   13        13             8/26/2004
   14        14             8/31/2004
   15        15              9/9/2004
   16        16             11/3/2004
-------------------------------------------
   17        17             11/11/2003
   18        18              7/1/2004
   19        19             7/30/2004
   20        20
  20-a                      7/21/2004
-------------------------------------------
  20-b                      7/21/2004
   21        21
  21-a                       4/6/2004
  21-b                       4/6/2004
  21-c                       4/6/2004
-------------------------------------------
  21-d                       4/6/2004
  21-e                       4/6/2004
   22        22             8/31/2004
   23        23
  23-a                       4/6/2004
-------------------------------------------
  23-b                       4/6/2004
  23-c                       4/6/2004
  23-d                       4/6/2004
  23-e                       4/6/2004
   24        24             7/21/2004
-------------------------------------------
   25        25              6/4/2004
   26        26             10/11/2004
   27        27             6/22/2004
   28        28             8/20/2004
   29        29
-------------------------------------------
  29-a                      10/11/2004
  29-b                      10/11/2004
  29-c                      10/11/2004
  29-d                      10/7/2004
  29-e                      10/11/2004
-------------------------------------------
  29-f                      10/11/2004
  29-g                         NAP
  29-h                         NAP
   30        30             10/20/2004
   31        31              9/9/2004
-------------------------------------------
   32        32             7/12/2004
   33        33              6/4/2004
   34        34             7/15/2004
   35        35             6/22/2004
   36        36             8/20/2003
-------------------------------------------
   37        37
  37-a                      11/3/2004
  37-b                     10/11/2004
   38        38             8/10/2004
   39        39             8/23/2004
-------------------------------------------
   40        40              7/6/2004
   41        41             8/12/2004
   42        42             12/11/2003
   43        43             5/25/2004
   44        44             4/21/2004
-------------------------------------------
   45        45             12/12/2003
   46        46             8/26/2004
   47        47             8/13/2004
   48        48             10/8/2004
   49        49             8/18/2004
-------------------------------------------
   50        50              8/5/2004
   51        51             10/4/2004
   52        52
  52-a                      9/22/2004
  52-b                      9/22/2004
-------------------------------------------
   53        53             9/10/2004
   54        54             9/13/2004
   55        55             8/26/2004
   56        56             8/27/2004
   57        57              8/2/2004
-------------------------------------------
   58        58             5/21/2004
   59        59              6/4/2004
   60        60             8/20/2004
   61        61             7/22/2004
   62        62             10/26/2004
-------------------------------------------
   63        63             5/13/2004
   64        64              6/7/2004
   65        65             7/23/2004
   66        66              7/1/2004
   67        67             8/30/2004
-------------------------------------------
   68        68             8/16/2004
   69        69             8/30/2004
   70        70              7/6/2004
   71        71            11/11/2004
   72        72             6/15/2004
-------------------------------------------
   73        73             4/23/2004
   74        74            10/16/2004
   75        75             6/29/2004
   76        76              5/4/2004
   77        77              8/5/2004
-------------------------------------------
   78        78             8/11/2004
   79        79             8/13/2004
   80        80             9/17/2004
   81        81              9/3/2004
   82        82             8/24/2004
-------------------------------------------
   83        83             4/21/2004
   84        84              3/4/2004
   85        85              7/1/2004
   86        86             7/12/2004
   87        87             8/11/2004
-------------------------------------------
   88        88             5/19/2004
   89        89             9/17/2003
   90        90             9/15/2004
   91        91             9/10/2004
   92        92            12/11/2003
-------------------------------------------
   93        93             8/27/2004
   94        94             8/20/2004
   95        95              9/6/2004




            CMSA
   ID     LOAN NO. SPONSOR
------------------------------------------------------------------------------------------------------------------------------------

   1         1     Vornado Realty L.P.
   2         2     Trans American Holdings, Inc. and Haidar Barbouti
   3         3     Robert L. Stark, Mark Milstein, 540 Investment Company Limited Partnership
   4         4     Frank Flautt Jr. and Fred Alias
   5         5     Lawrence Ruben Company, Inc.
------------------------------------------------------------------------------------------------------------------------------------
   6         6     Thomas H. Chandler, Charles H. Midkiff
   7         7     Mark Quigley
   8         8     Charles E. Hudson, Richard J. Mazzucchelli
   9         9     Gary L. Howland, Clayne Jensen, Michael Heckman, C. Thomas Barnard
   10        10    William L. Hutchinson
------------------------------------------------------------------------------------------------------------------------------------
   11        11    Corporate Property Associates 15, Inc.
  11-a
  11-b
  11-c
  11-d
------------------------------------------------------------------------------------------------------------------------------------
   12        12    David Luski and Francis Tansey and Paul McEvoy
   13        13    Gary Ickowicz
   14        14    Jerome Hertel, Gary Janisch, Jon Pope
   15        15    Edward Zucker
   16        16    Corporate Property Associates 15, Inc.
------------------------------------------------------------------------------------------------------------------------------------
   17        17    Highland Hospitality Corporation
   18        18    Boyce Jones, Adeline Yen Mah, Robert A Mah
   19        19    Charles Ishay
   20        20    Jeffrey J. Cohen
  20-a
------------------------------------------------------------------------------------------------------------------------------------
  20-b
   21        21    George Gellert
  21-a
  21-b
  21-c
------------------------------------------------------------------------------------------------------------------------------------
  21-d
  21-e
   22        22    Forest City Enterprises, Inc.
   23        23    George Gellert
  23-a
------------------------------------------------------------------------------------------------------------------------------------
  23-b
  23-c
  23-d
  23-e
   24        24    Jonathan Fine and Paul Bernon
------------------------------------------------------------------------------------------------------------------------------------
   25        25    NANA Development Corporation
   26        26    John Gibson, Don Kress
   27        27    Edward St. John
   28        28    California Drive-in Theatres, Inc. and Michael Forman
   29        29    Corporate Property Associates 16-Global Inc.
------------------------------------------------------------------------------------------------------------------------------------
  29-a
  29-b
  29-c
  29-d
  29-e
------------------------------------------------------------------------------------------------------------------------------------
  29-f
  29-g
  29-h
   30        30    Kauai Village Associates
   31        31    Thomas Maoli
------------------------------------------------------------------------------------------------------------------------------------
   32        32    Barry Beitler
   33        33    NANA Development Corporation
   34        34    Michael J. Papanikolas
   35        35    Mark Polite, Wick Polite, Dennis Fisco
   36        36    James Baldwin, Jason Baldwin, Forestar
------------------------------------------------------------------------------------------------------------------------------------
   37        37    Corporate Property Associates 15, Inc.
  37-a
  37-b
   38        38    AMC Delancey Group, Daniel Hughes, Kenneth Balin and Paul Rumley
   39        39    E. Thomas Collins, Jr., John E. Shaffer, Richard Hulina, Timothy Blum
------------------------------------------------------------------------------------------------------------------------------------
   40        40    PNL Asset Management, L.P.
   41        41    William M. Yedor
   42        42    Arthur T. McIntosh III
   43        43    Peter Snavely & Robert Voelker
   44        44    Samuel S. Moon
------------------------------------------------------------------------------------------------------------------------------------
   45        45    Corporate Property Associates 15, Inc.
   46        46    Jack J. Jakosky, A. Nicholas Javaras, Terry Hackett, Kaye E. Tucker
   47        47    Ross W. Burnett, Barry Scholossberg, Christian D. Haase,
   48        48    Dr. Mohan Gandhi, Dr. Rao V. Kata, Mr. Choudary C. Ganga, Mrs. Lakshmi Ganga, Choudary C. Ganga and Lakshmi Ganga
                      Revocable Trust Under Trust Agreement dated 3/22/1995 and amend by it 1st Amendment dated 11/8/2004
   49        49    John Caskey
------------------------------------------------------------------------------------------------------------------------------------
   50        50    John Caskey
   51        51    Scott E. Grainger and Paul Sleeth
   52        52    Rodney Ackley DMD and Gregory Von Bebber
  52-a
  52-b
------------------------------------------------------------------------------------------------------------------------------------
   53        53    Peter Alevizos
   54        54    John Noble and Michael Dunn
   55        55    Alan R. Hammer
   56        56    John A. Richter
   57        57    Cynthia S. Cook
------------------------------------------------------------------------------------------------------------------------------------
   58        58    Michael C. Stangl
   59        59    NANA Development Corporation
   60        60    Wayne Eisenbaum and Alan Helene
   61        61    Scot Winer
   62        62    John Noble and Michael Dunn
------------------------------------------------------------------------------------------------------------------------------------
   63        63    Raymond F. O'Sullivan, Mark Morley, James Morley, and Robin Morley
   64        64    Thomas and Peter Dellaportas
   65        65    Clay Street Capital, Inc.
   66        66    Alice Griffith
   67        67    Don E. Bourn
------------------------------------------------------------------------------------------------------------------------------------
   68        68    Aaron Hirschbein, Beno Hirschbein and Isaac Hirschbein
   69        69    Bixby Land Company
   70        70    Ed Olson and Craig Olson
   71        71    Mr. Robert D. Shipp & Mr. Peter S. Wald
   72        72    Michael E. Fox and Anita Fox
------------------------------------------------------------------------------------------------------------------------------------
   73        73    Michael C. McMillen, Jr., Michael A. Klump
   74        74    J.S.S.R., Inc.
   75        75    Ed Olson, Craig Olson, and Joe Sitko
   76        76    Robert D. Harris and Renee J. Harris
   77        77    Steven S. Gittelman, James A. Rubin, Robert D. Nostrand
------------------------------------------------------------------------------------------------------------------------------------
   78        78    C.D. Wood, Jared M. Andresen
   79        79    Francis J. Hodorowski, Anthony R. Ianniello
   80        80    Mark Huey, Michael Manson
   81        81    Marsha Grutman, Robert Gardner
   82        82    Frank T. Suryan, Jr.
------------------------------------------------------------------------------------------------------------------------------------
   83        83    Gus C. Gianulias and Julie M. Gianulias
   84        84    Allan A. Sebanc, Beverly M. Sebanc and Stacey Sebanc
   85        85    Kenneth Sawchuk, David Rothberg, Richard Jutzi
   86        86    Jeffrey M. Green and Fred Horowitz
   87        87    Diane A. Favre, Gary R. Favre, George R. Favre, David G. Favre
------------------------------------------------------------------------------------------------------------------------------------
   88        88    Victor R. Young
   89        89    Walter W. Wurster, D. Kenton Stalwick, and Ronald Inouye
   90        90    Gary A.  Zimmerman
   91        91    Mac A. Greco, Jr.
   92        92    James M. Garrick
------------------------------------------------------------------------------------------------------------------------------------
   93        93    Victor R. Young
   94        94    Vida R. Sprott
   95        95    Chris Shane




            CMSA
   ID     LOAN NO.    ID
-----------------------------

   1         1        1
   2         2        2
   3         3        3
   4         4        4
   5         5        5
-----------------------------
   6         6        6
   7         7        7
   8         8        8
   9         9        9
   10        10       10
-----------------------------
   11        11       11
  11-a               11-a
  11-b               11-b
  11-c               11-c
  11-d               11-d
-----------------------------
   12        12       12
   13        13       13
   14        14       14
   15        15       15
   16        16       16
-----------------------------
   17        17       17
   18        18       18
   19        19       19
   20        20       20
  20-a               20-a
-----------------------------
  20-b               20-b
   21        21       21
  21-a               21-a
  21-b               21-b
  21-c               21-c
-----------------------------
  21-d               21-d
  21-e               21-e
   22        22       22
   23        23       23
  23-a               23-a
-----------------------------
  23-b               23-b
  23-c               23-c
  23-d               23-d
  23-e               23-e
   24        24       24
-----------------------------
   25        25       25
   26        26       26
   27        27       27
   28        28       28
   29        29       29
-----------------------------
  29-a               29-a
  29-b               29-b
  29-c               29-c
  29-d               29-d
  29-e               29-e
-----------------------------
  29-f               29-f
  29-g               29-g
  29-h               29-h
   30        30       30
   31        31       31
-----------------------------
   32        32       32
   33        33       33
   34        34       34
   35        35       35
   36        36       36
-----------------------------
   37        37       37
  37-a               37-a
  37-b               37-b
   38        38       38
   39        39       39
-----------------------------
   40        40       40
   41        41       41
   42        42       42
   43        43       43
   44        44       44
-----------------------------
   45        45       45
   46        46       46
   47        47       47
   48        48       48
   49        49       49
-----------------------------
   50        50       50
   51        51       51
   52        52       52
  52-a               52-a
  52-b               52-b
-----------------------------
   53        53       53
   54        54       54
   55        55       55
   56        56       56
   57        57       57
-----------------------------
   58        58       58
   59        59       59
   60        60       60
   61        61       61
   62        62       62
-----------------------------
   63        63       63
   64        64       64
   65        65       65
   66        66       66
   67        67       67
-----------------------------
   68        68       68
   69        69       69
   70        70       70
   71        71       71
   72        72       72
-----------------------------
   73        73       73
   74        74       74
   75        75       75
   76        76       76
   77        77       77
-----------------------------
   78        78       78
   79        79       79
   80        80       80
   81        81       81
   82        82       82
-----------------------------
   83        83       83
   84        84       84
   85        85       85
   86        86       86
   87        87       87
-----------------------------
   88        88       88
   89        89       89
   90        90       90
   91        91       91
   92        92       92
-----------------------------
   93        93       93
   94        94       94
   95        95       95




BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC., SERIES 2004-PWR6
FOOTNOTES TO APPENDIX B

(1)  PMCF - Prudential Mortgage Capital Funding, LLC; BSCMI - Bear Stearns
     Commercial Mortgage Inc.; WFB - Wells Fargo Bank, National Association;
     Nationwide - Nationwide Life Insurance Company

(2)  Annual Debt Service Payments, Monthly Debt Service Payments, and DSCR for
     loans are defined in the Prospectus Supplement. These numbers reflect
     current scheduled payments as of the Cut-off Date for all mortgage loans.

(3)  The 11 Penn Plaza $125,000,000 pooled mortgage loan represents an
     approximate 56.8% pari passu interest in a $220,000,000 mortgage loan
     secured by the 11 Penn Plaza Property. All LTV, DSCR and Cut-off Date
     Balance per Net Rentable Area SF/Unit numbers presented are based on the
     entire first mortgage loan.

(4)  The Lincoln Square $49,914,589 pooled mortgage loan represents a 31.3% pari
     passu interest in a $159,726,684 first mortgage loan. All LTV, DSCR and
     Cut-off Date Balance per Net Rentable Area SF/Unit numbers presented are
     based on the entire first mortgage loan.

(5)  For the 11 Penn Plaza mortgage loan, the Prepayment Provisions are as
     follow: After an initial period of the earlier of (a) three years from the
     origination date or (b) two years from the date of the last securitization
     of any portion of the 11 Penn Plaza Non-Pooled Companion Loan, the borrower
     is permitted to defease the pooled mortgage loan by pledging certain
     government securities and obtaining the release of the mortgaged property
     from the lien of the mortgage. The 11 Penn Plaza pooled mortgage loan is
     freely prepayable on and after the payment date that is three months prior
     to its anticipated repayment date.

(6)  The Eton Collection Cut-off Date LTV Ratio was calculated by applying the
     $4,730,000 letter of credit to the loan amount. For calculation purposes,
     the loan amount used was $52,206,665.50.

(7)  Standard and Poors and Moody's Investors Service, Inc. have confirmed that
     the Hilton Sandestin Beach Golf Resort & Spa loan has, in the context of
     its inclusion in the trust, credit characteristics consistent with that of
     an obligation rated "AA" / "A3" by Standard and Poors and Moody's Investors
     Service, Inc., respectively. Standard and Poors and Moody's Investors
     Service, Inc. have confirmed that the Berry Plastic Manufacturing Plant
     loan has, in the context of its inclusion in the trust, credit
     characteristics consistent with that of an obligation rated "BBB+" / "Baa3"
     by Standard and Poors and Moody's Investors Service, Inc., respectively.
     Standard and Poors and Moody's Investors Service, Inc. have confirmed that
     the Pine Gate Apartments loan has, in the context of its inclusion in the
     trust, credit characteristics consistent with that of an obligation rated
     "BBB-" / "Baa3" by Standard and Poors and Moody's Investors Service, Inc.,
     respectively. Standard and Poors and Moody's Investors Service, Inc. have
     confirmed that the Shaklee Corporation loan has, in the context of its
     inclusion in the trust, credit characteristics consistent with that of an
     obligation rated "BBB-" / "Baa3" by Standard and Poors and Moody's
     Investors Service, Inc., respectively.

(8)  For details on the amortization of Lincoln Square, please refer to the
     amortization schedule in the Prospectus Supplement on Schedule A.

(9)  For the Lincoln Square Loan, the prepayment information is as follows:
     Lockout for 3 years after the first payment date, then defeasance with U.S.
     government securities; provided that the mortgage loan may be prepaid in
     whole but not in part on and after the 175th payment date with the payment
     of a yield maintenance premium; provided further that if the date that is 3
     years from the first payment date has occurred, but the date that is 2
     years from the startup day within the meaning of Section 860G(a)(9) of the
     Code for the REMIC Trust has not occurred, the debt may be prepaid in whole
     (but not in part) prior to the 175th payment date upon payment of an amount
     equal to the greater of (a) a yield maintenance premium and (b) one percent
     (1%) of the outstanding principal balance of the Loan as of the Prepayment
     Date. The loan is freely prepayable on and after the anticipated repayment
     date.

(10) For the Plymouth Square Shopping Center Loan, Genuardi's has commenced
     paying rent but has not yet taken occupancy as their space is currently
     being built. The lender required the borrower to post a $1 million letter
     of credit to cover the construction of the Genuardi's space. The letter of
     credit will be released when construction has been completed (expected to
     be in May/June 2005), the tenant has taken occupancy of its space,
     commenced operations and is paying rent.

(11) For the Lakeville Shopping Center Loan, an initial loan amount of
     $14,000,000 was funded on 6/29/2004. Subsequent to this initial funding and
     subject to certain conditions met by the borrower, an additional advance
     was funded on 9/29/2004 in the amount of $5,600,000 bringing the loan's
     current balance as of that date to $19,570,460.74. Said balance was then
     reamortized based on a 360 month Amortization Period and the original
     Interest Rate, giving a new Monthly P&I payment of $105,537.41. The
     reamortized P&I payment amount however, was not applied until the
     11/01/2004 payment, leaving the original P&I payment of $75,497.65 (based
     on the Initial Loan Amount, Amortization and Interest Rate) due on
     10/01/2004. The reamortized P&I and resulting amortization was first
     applied to the beginning balance on 11/01/2004 of $19,555,207.03, rather
     than to the beginning balance on 10/01/2004 of $19,570,460.74, the loan
     balance upon which the amount of the reamortized payment was actually
     based. For purposes of the Appendix, the loan has been disclosed with an
     original balance of $19,555,207.03, the current P&I Payment due through
     Maturity, and an original Term of 117, which excludes the first 3 payments
     for which the original P&I payments were due. For details on the
     amortization of Lakeville Shopping Center, please refer to the amortization
     schedule in the Prospectus Supplement on Schedule A.

(12) Standard and Poors has confirmed that the BJ's Wholesale Club at
     Quartermaster Plaza loan has, in the context of its inclusion in the trust,
     credit characteristics consistent with that of an obligation rated "A" by
     Standard and Poors, respectively. Standard and Poors has confirmed that the
     Orland Park Place Outlots loan has, in the context of its inclusion in the
     trust, credit characteristics consistent with that of an obligation rated
     "A-" by Standard and Poors, respectively.

(13) Appraised Value and LTV for the BJ's Wholesale Club at Quartermaster Plaza
     property is based on the "Stabilized" value of $20.3 million as of October
     1, 2004. The "Stabilized" value assumes the completion of construction and
     occupancy of BJ's Warehouse space. Construction of the BJ's has been
     completed and the store is open for business.

(14) With regard to the Sheng Portfolio I Loan - The Maplewood property is a
     multifamily building with ground floor retail. The property has 9
     residential units and 8 commercial units. The property is 100% occupied.
     The total number of units shown for the entire portfolio and the Balance
     Per Unit Calculation is based on the 9 residential units. The calculations
     for the Space Percentage of Each Tenant is based on the total SF of the
     commercial units only.

(15) Appraised Value and LTV for the Roslindale Plaza property is based on the
     "Stabilized" value of $16.1 million as of October 1, 2004. The "Stabilized"
     value assumes no effect from rent loss attributed to rolling leases between
     July 1, 2004 and October 1, 2004. The property is 97.3% leased as of
     October 5, 2004. The "As-Is" value was $15,900,000 as of July 20, 2004.

(16) Appraised Value and LTV for the Heritage Town Center property is based on
     the "Stabilized" value of $12.0 million as of September 1, 2004. The
     "Stabilized" value assumes the occupancy has stabilized. The occupancy as
     of October 1, 2004 was 100.0%.

(17) Appraised Value and LTV for the Rosemore Shopping Center is based on the
     "Stabilized" value of $8.0 million as of March 1, 2005. The "Stabilized"
     value assumes the occupancy has stabilized at stabilized rents and that the
     Monsterlane, Citizens Bank and Dunkin Donuts have commenced their leases.
     Leases have been received for all three tenants. The occupancy as of June
     28, 2004 was 98.2%. The "As-Is" Value as of June 15, 2004 is $7,000,000.

(18) Appraised Value and LTV for the Covington Walgreens Center property is
     based on the "Stabilized" value of $6.8 million as of August 1, 2004. The
     "Stabilized" value assumes the completion of construction and occupancy of
     the Walgreen's and the prospective shop space (Wade Marley - dentist).
     Construction has been completed and a signed lease from Wade Marley has
     been received.

(19) Appraised Value and LTV for the Knightboxx Walgreens property is based on
     the "Stabilized" value of $6.0 million as of December 3, 2005. The
     "Stabilized" value assumes the occupancy has stabilized. The occupancy as
     of October 20, 2004 was 75.3%, however, including the master lease at the
     property, the center is 93.9% leased.

(20) Appraised Value and LTV for the Walgreens Palmer property is based on the
     "Stabilized" value of $5.75 million as of January 1, 2005. The "Stabilized"
     value assumes the completion of construction and occupancy of the
     Walgreen's and the Sleepy's retail space. The Walgreen's is open for
     business and the Sleepy's space is anticipated to open in January 2005. The
     "As-Is" value is $2,835,000 as of July 6, 2004.

(21) Appraised Value and LTV for the Centerville Marketplace property is based
     on the "Stabilized" value of $6.2 million as of October 1, 2004. The
     "Stabilized" value assumes that Pier One will commence their lease and
     occupancy has stabilized. An executed lease has been received from Pier One
     and they are in the process of completing construction. The occupancy as of
     August 2, 2004 was 87.8%.

(22) Appraised Value and LTV for the Walgreens Westampton property is based on
     the "Stabilized" value of $5.45 million as of January 1, 2005. The
     "Stabilized" value assumes the completion of construction and occupancy of
     the Walgreen's and the Dunkin' Donuts retail space. The Walgreen's space is
     open for business and the Dunkin' Donuts is anticipated to open in January
     2005. The "As-Is" value is $4,575,000 as of July 7, 2004.

(23) Appraised value and LTV for the Ridgeview Marketplace property is based on
     the "Stabilized" value of $4.95 million as of June 1, 2004. The
     "Stabilized" value assumes the completion of construction of Building C.
     The "As-Is" value is $4.03 million as of February 10, 2004. The building
     has been constructed and the occupancy as of August 13, 2004 was 100%.

(24) Appraised value and LTV for the Walgreens Fraser property is based on the
     "Stabilized" value of $5.30 million as of May 7, 2004. The "Stabilized"
     value assumes the completion of construction and occupancy of the
     Walgreen's space. The "As-Is" value is $5.00 million as of May 7, 2004. The
     occupancy as of July 1, 2004 was 100%.

(25) Appraised value and LTV for the Natomas Gardens property is based on the
     "Stabilized" value of $3.32 million as of March 10, 2004. The "Stabilized"
     value assumes the occupancy of 3 additional tenants, resulting in a total
     occupancy of 88.0%. The "As-Is" value is $3.26 million as of March 10,
     2004. The occupancy as of June 17, 2004 was 100%

(26) Appraised Value and LTV for the Staples-Dale Mabry property is based on the
     "Stabilized" value of $3.34 million as of September 1, 2004. The
     "Stabilized" value assumes the completion of construction and occupancy of
     Staples. Construction of the Staples has been completed and the store is
     open for business.

(27) For the Tampa Hilton Loan, the Ongoing Actual Replacement Reserves equal 4%
     of gross revenue less monthly requirements from managment agreement for
     furniture, fixtures and equipment

                                   Appendix C

                      Mortgage Loan No. 1 -- 11 Penn Plaza




[PHOTO OMITTED]



[PHOTO OMITTED]



                                      C-1








                                                Mortgage Loan No. 1 -- 11 Penn Plaza

                        LOAN INFORMATION                                                  PROPERTY INFORMATION


MORTGAGE LOAN SELLER:            PMCF                                  SHADOW RATING:              NAP
LOAN PURPOSE:                    Refinance                             SINGLE ASSET/PORTFOLIO:     Single Asset
ORIGINAL BALANCE: (1)            $125,000,000                          PROPERTY TYPE:              Office
CUT-OFF DATE BALANCE: (1)        $125,000,000                          PROPERTY SUB-TYPE:          Urban
FIRST PAYMENT DATE:              01/01/2005                            LOCATION:                   New York, NY
INTEREST RATE:                   5.20000%                              YEAR BUILT/RENOVATED:       1923 / 1982 and 1991
AMORTIZATION TERM:               360 months                            PERCENT LEASED (AS OF):     96.7% (11/01/04)
ARD:                             Yes                                   NET RENTABLE AREA:          1,029,554
ANTICIPATED REPAYMENT DATE:      12/01/2011
MATURITY DATE:                   12/01/2034                            THE COLLATERAL:             A 23-story office building
                                                                                                   with ground floor retail within
                                                                                                   the New York City central
                                                                                                   business district.

EXPECTED MATURITY BALANCE: (1)   $111,320,347
SPONSOR:                         Vornado Realty L.P.
INTEREST CALCULATION:            Actual/360                            OWNERSHIP INTEREST:         Fee
CALL PROTECTION:                 The earlier of three years from
                                 origination or a 24-payment
                                 lockout from the date of
                                 securitization of the last
                                 pari-passu note, with U.S.
                                 Treasury defeasance for the
                                 payments thereafter until the
                                 payment date occurring three
                                 months prior to the Anticipated                                                         LEASE
                                 Repayment Date.                       MAJOR TENANTS                % NRA   RENT PSF   EXPIRATION
                                                                       -------------                -----   --------   ----------
                                                                       Federated Department Stores  34.6%    $37.60    04/30/2015(3)

                                                                       Rainbow Media Holdings,      11.8%    $57.32    05/31/2017
                                                                       Inc.(4)
                                                                       EMC Corporation              6.4%     $41.34    12/31/2008

CUT-OFF DATE BALANCE PER SF:     $213.68
(1)
                                                                       PROPERTY MANAGEMENT:        Vornado Office Management LLC
UP-FRONT RESERVES:               None
                                                                       U/W NET CASH FLOW:          $22,590,762
ONGOING RESERVES:                RE Taxes:        Springing (2)        APPRAISED VALUE (AS OF):    $330,000,000 (12/01/04)
                                 Insurance:       Springing (2)        CUT-OFF DATE LTV RATIO:(1)  66.7%

                                                                       LTV RATIO AT ARD: (1)       59.4%
LOCKBOX:                         Hard                                  U/W DSCR: (1)               1.56X



(1)  The $125,000,000 mortgage loan represents a 56.8% pari passu portion of a
     $220,000,000 first mortgage split into two pari passu notes. The other note
     is not included in the trust. All aggregate LTV, DSCR, debt service and
     loan PSF numbers in this table are based on the total $220,000,000
     financing.

(2)Borrower is required to deposit 1/12 of the amount of the annual real estate
     taxes and 1/12 of the annual insurance premiums into a reserve account
     monthly. In lieu of making monthly deposits, the borrower is permitted to
     deliver a letter of credit or to cause the sponsor to deliver a guaranty of
     such amounts (which guaranty option will be permitted for so long as the
     sponsor is rated BBB- or better by S&P). If, prior to the Anticipated
     Repayment Date, the sponsor is downgraded to below a BBB- credit rating by
     S&P, the borrower must either deposit cash into the reserve account or
     deliver a letter of credit in lieu of making a deposit.

(3)  Federated Department Stores has month-to-month free rent on 1,662 square
     feet of storage space.

(4)  Rainbow Media Holdings Inc. directly leases 121,900 square feet (11.8% of
     NRA) expiring in May 2017. Rainbow subleases an additional 37,404 square
     feet from Vornado Realty Trust through a sublease with Thomson Media Inc.
     for $16.11psf, expiring in February 2006.

THE 11 PENN PLAZA LOAN.

     THE LOAN. The largest loan (the "11 Penn Plaza Loan") is a $125,000,000
pari passu note that is part of a $220,000,000 first mortgage loan, secured by
the borrower's fee simple interest in the property known as 11 Penn Plaza in New
York, New York.

     THE BORROWER. The borrower, Vornado Eleven Penn Plaza LLC, is a single
purpose entity that owns no material assets other than the subject property and
related interests. The borrower is a single purpose entity whose board of
directors has two independent directors and a non-consolidation opinion was
delivered at closing. The borrower is ultimately controlled by Vornado


                                      C-2



Realty Trust (rated BBB+/Baa2/BBB by S/M/F), a diversified equity REIT with a
total market capitalization of approximately $9.2 billion as of November 16,
2004. According to its website, Vornado Realty Trust currently owns and/or
manages approximately 87 million square feet of real estate. Vornado Realty
Trust trades on the New York Stock Exchange under the symbol "VNO."

     THE PROPERTY. 11 Penn Plaza is a 23-story office building with ground floor
retail space containing approximately 1,029,554 rentable square feet. The
property was constructed in 1923 and was renovated in 1982 and 1991. The
property is located across the street from New York Penn Station and Madison
Square Garden, occupying the east side of 7th Avenue between 31st and 32nd
Streets. This location provides direct access to several major transportation
systems including Amtrak, New Jersey Transit, Long Island Railroad and several
New York City subway lines. Additionally, this is a highly traveled area with
heavy foot traffic providing additional draw to both its office and retail
spaces.

     SIGNIFICANT TENANTS: Based on the rent roll provided by the borrower dated
as of November 1, 2004, the property was approximately 96.7% leased.

     Federated Department Stores ("Federated") (rated BBB+/Baa1/BBB+ by S/M/F)
leases 356,696 sq.ft. (34.6% of the NRA) for $37.60psf expiring in April 2015.
Federated is a leading department store chain in the United States operating
under such flagship names as Bloomingdale's and Macy's. Federated has a market
capitalization of approximately $9.6 billion as of November 16, 2004. Federated
operates 459 department stores in 34 states, Puerto Rico and Guam.

     Rainbow Media Holdings, Inc. ("Rainbow") (rated BB/Ba2/NR by S/M/F)
directly leases a total of 121,900 sq.ft. (11.8% of the NRA) for $57.32psf
expiring in May 2017. Additionally, Rainbow subleases approximately 37,404
sq.ft. from Thomson Media Inc. (expiring in February 2006), occupying a total of
approximately 159,304 sq.ft. (15.5% of the NRA). Rainbow creates and manages a
variety of cable channels including AMC, Fuse, IFC, and Mag Rock. Rainbow Media
Holdings, Inc. is a subsidiary of Cablevision Systems Corp.

      EMC Corporation ("EMC") (rated BBB/NR/NR by S/M/F) leases 65,806 sq.ft.
(6.4% of the NRA) for $41.34psf expiring in December 2008. EMC and its
subsidiaries design, manufacture, market and support a range of hardware and
software products and provide services for the storage, management, protection
and sharing of electronic information.



----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

          MTM          13             32,468             3.2%            32,468            3.2%
         2004           4              6,212             0.6%            38,680            3.8%
         2005           8             24,138             2.3%            62,818            6.1%
         2006          19            101,909             9.9%           164,727           16.0%
         2007           5             11,281             1.1%           176,008           17.1%
         2008          11             80,631             7.8%           256,369           24.9%
         2009           4             95,980             9.3%           352,619           34.2%
         2010           8             83,863             8.1%           436,482           42.4%
         2011           1              4,387             0.4%           440,869           42.8%
         2012           2             55,276             5.4%           496,145           48.2%
         2013           1             16,068             1.6%           512,213           49.8%
   Thereafter          24            483,594            47.0%           995,807           96.7%
       Vacant         NAP             33,747             3.3%         1,029,554          100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total         100          1,029,554           100.0%         1,029,554         100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the subject property through
     year-end 2014. Years in which there are no lease expirations have been
     excluded.

POPERTY MANAGEMENT. Vornado Office Management LLC, an affiliate of the borrower.

ADDITIONAL INDEBTEDNESS. Not Allowed.

GROUND LEASE: None.

RELEASE AND SUBSTITUTION OF PARCELS.  Not Allowed.



                                      C-3







                                  [MAP OMITTED]





                                      C-4







                     Mortgage Loan No. 2 -- Highland Village




                                [PHOTO OMITTED]






                                      C-5







                                             Mortgage Loan No. 2 -- Highland Village

                       LOAN INFORMATION                                                 PROPERTY INFORMATION


MORTGAGE LOAN SELLER:           BSCMI                               SHADOW RATING:            NAP
LOAN PURPOSE:                   Refinance                           SINGLE ASSET/PORTFOLIO:   Single Asset
ORIGINAL BALANCE:               $90,000,000                         PROPERTY TYPE:            Retail
CUT-OFF DATE BALANCE:           $89,808,675                         PROPERTY SUB-TYPE:        Anchored
FIRST PAYMENT DATE:             11/01/2004                          LOCATION:                 Houston, TX
INTEREST RATE:                  5.30900%                            YEAR BUILT/RENOVATED:     1965 / 2001-2004
AMORTIZATION TERM:              360 months                          PERCENT LEASED (AS OF):   89.8% (10/01/04)
ARD:                            No                                  NET RENTABLE AREA:        331,444
ANTICIPATED REPAYMENT DATE:     NAP
MATURITY DATE:                  10/01/2014                          THE COLLATERAL:           A recently renovated anchored
                                                                                              retail center located in Houston,
                                                                                              Texas.
EXPECTED MATURITY BALANCE:      $74,892,869
SPONSORS:                       Trans American Holdings, Inc.       OWNERSHIP INTEREST:       Fee
                                and Haidar Barbouti
INTEREST CALCULATION:           Actual/360
CALL PROTECTION:                No lockout, however, subject
                                to prepayment with a premium
                                equal to the greater of 1% and
                                yield maintenance for 119
                                payments and open to
                                prepayment without premium
                                thereafter until the maturity                                                            LEASE
                                date.                               MAJOR TENANTS               % NRA     RENT PSF     EXPIRATION
                                                                    -------------               -----     --------     ----------
                                                                    Crate & Barrel Furniture    10.9%      $26.00     01/31/2017
                                                                    Tootsies                     7.9%      $16.95     12/31/2005
                                                                    Pottery Barn                 7.2%      $18.57     01/31/2020

CUT-OFF DATE BALANCE PER SF:    $270.96
                                                                    PROPERTY MANAGEMENT:      Fairfax Management Inc.
UP-FRONT RESERVES:              RE Taxes:     $1,087,185
                                Insurance:    $18,199
                                Other: (1)    $6,955,704            U/W NET CASH FLOW:        $8,753,280
                                                                    APPRAISED VALUE (AS OF):  $133,000,000 (07/09/04)
ONGOING RESERVES:               RE Taxes:     $120,798 / month      CUT-OFF DATE LTV RATIO:   67.5%
                                Insurance:    $18,199 / month       LTV RATIO AT MATURITY:    56.3%
LOCKBOX:                        Hard                                U/W DSCR:                 1.46x



(1)      The lender required the borrower to reserve $6,655,704 to cover, among
         other things, two years of rent and reimbursements for several tenants
         not yet in occupancy, several tenants with existing free rent and
         tenant improvements that the borrower is required to perform for
         several tenants. The lender also required the borrower to reserve
         $300,000 for further investigations for groundwater contamination
         associated with two previous gas stations and a dry cleaning
         operations. The reserve shall not be released until closure is granted
         by the Texas Commission on Environmental Quality (TCEQ) under the
         Voluntary Cleanup Program.

THE HIGHLAND VILLAGE LOAN.

     THE LOAN. The second largest loan (the "Highland Village Loan") is a
$90,000,000 first mortgage loan secured by the borrower's fee simple interest in
an anchored retail lifestyle shopping center on a 14.61-acre site located in an
affluent area of Houston, Texas.

     THE BORROWER. The borrower, Highland Village Limited Partnership, owns no
material assets other than Highland Village and related interests. The borrower
is a single purpose entity whose managing member has two independent directors.
A non-consolidation opinion was delivered at closing. Trans American Holdings,
Inc., is a real estate holding company owned by the Barchilde Trust. The
Barchilde Trust is a European trust established for the benefit of Haidar
Barbouti. The borrower has owned the property since 1990. Since acquisition, the
borrower has invested over $21 million in capital improvements at the property.


                                      C-6




     THE PROPERTY. Highland Village is a 331,444 sq.ft., anchored retail
lifestyle shopping center in an affluent area of Houston, Texas. The property
was constructed in 1965 and was renovated from 2001-2004. Within a 3-mile and
5-mile radius of the property, the 2003 population was 146,071 and 435,287,
respectively, and the average household income was $106,495 and $83,025,
respectively. The average sales and occupancy cost at the property for those
tenants that report sales were $489psf and 9.4% based on trailing 12 month sales
through June 30, 2004. The average sales and occupancy cost at the property for
those tenants that report sales were $443psf and 10.5% based on 2003 sales.

     SIGNIFICANT TENANTS: As of October 1, 2004, the property was 89.8% leased
by approximately 50 tenants.

     Crate & Barrel Furniture leases 36,000 sq.ft. (10.9% of the NRA) under a
lease for $26.00psf expiring in January 2017 with three 5-year extension
options. Crate & Barrel Furniture is part of the Crate & Barrel chain which is a
family owned and run business that was founded in 1962 and has grown to over 115
store locations in 2004. Crate & Barrel had 2002 revenues of $770 million with
notable growth in sales of 12.3% to $865 million in 2003. Crate & Barrel
Furniture reported T-12 and 2003 sales of $357psf and $355psf, respectively, and
an occupancy cost of 10.7% and 10.8%, respectively, at the mortgaged property.

     Tootsies leases 26,213 sq.ft. (7.9% of the NRA) under a lease for $16.95psf
expiring in December 2005 with one 5-year extension option. Tootsies is a
locally owned regional high-end ladies specialty fashion store that was founded
in 1973 and has grown to four locations: Houston, Dallas, San Antonio, and
Atlanta. Tootsies reported T-12 and 2003 sales of $556psf and $460psf,
respectively, and an occupancy cost of 5.3% and 6.5%, respectively, at the
mortgaged property.

     Pottery Barn leases 23,747 sq.ft. (7.2% of the NRA) under two leases for
$18.57psf expiring in January 2020 with one 6-year extension option. Pottery
Barn, founded in 1949 in lower Manhattan, New York, is a home furnishing store
with over 170 locations throughout the United States as of February 1, 2004.
Williams-Sonoma (NYSE: WSM) is the parent company of Pottery Barn. Pottery Barn
reported T-12 and 2003 sales of $534psf and $509psf, respectively, and an
occupancy cost of 7.6% and 8.0%, respectively, at the mortgaged property.



----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

          MTM           1                838             0.3%               838           0.3%
         2005           3             29,000             8.7%            29,838           9.0%
         2006           2              4,972             1.5%            34,810          10.5%
         2007           7             25,087             7.6%            59,897          18.1%
         2008           3             15,826             4.8%            75,723          22.8%
         2009           2              6,917             2.1%            82,640          24.9%
         2010           3             11,115             3.4%            93,755          28.3%
         2011           8             36,136            10.9%           129,891          39.2%
         2012           3             15,378             4.6%           145,269          43.8%
         2013           4             20,269             6.1%           165,538          49.9%
         2014           7             26,479             8.0%           192,017          57.9%
   Thereafter           9            105,520            31.8%           297,537          89.8%
       Vacant         NAP             33,907            10.2%           331,444         100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total          52            331,444          100.0%            331,444         100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the property through year-end
     2014. Years in which there are no lease expirations have been excluded.

     PROPERTY MANAGEMENT. The property is managed by Fairfax Management Inc., an
affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE: The borrower ground leases two parcels for additional
parking, which were generally assigned to the lender at closing, but are not
part of the mortgaged collateral.

     RELEASE AND SUBSTITUTION OF PARCELS. At any time during the term of the
Highland Village Loan, the parcel at the northwest corner of Drexel and
Westheimer, currently occupied by The Gap, Harold Powell and Fitigues, together
with the immediately adjacent parking spaces may be released from the lien of
the mortgage upon a prepayment of $7,700,000 of the principal balance of the
note together with applicable prepayment consideration. The release is subject
to the satisfaction of certain criteria set forth in the loan documents,
including but not limited to meeting certain DSCR and LTV tests.


                                      C-7






                                  [MAP OMITTED]




                                      C-8









                     Mortgage Loan No. 3 -- Eton Collection



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                                [PHOTO OMITTED]




                                      C-9










                                              Mortgage Loan No. 3 -- Eton Collection
                                              --------------------------------------

                        Loan Information                                                 Property Information
                        ----------------                                                 --------------------


MORTGAGE LOAN SELLER:          PMCF                                  SHADOW RATING:            NAP
LOAN PURPOSE:                  Refinance                             SINGLE ASSET/PORTFOLIO:   Single Asset
ORIGINAL BALANCE:              $57,000,000                           PROPERTY TYPE:            Retail
CUT-OFF DATE BALANCE:          $56,936,666                           PROPERTY SUB-TYPE:        Anchored
FIRST PAYMENT DATE:            12/01/2004                            LOCATION:                 Woodmere, OH
INTEREST RATE:                 5.42000%                              YEAR BUILT/RENOVATED:     1974 / 2004
AMORTIZATION TERM:             360 months                            PERCENT LEASED (AS OF):   92.0% (10/12/04)
ARD:                           No                                    NET RENTABLE AREA:        286,643
ANTICIPATED REPAYMENT DATE:    NAP
MATURITY DATE:                 11/01/2014                            THE COLLATERAL:           An anchored retail center with a
                                                                                               6-story office building located in
                                                                                               Woodmere, Ohio
EXPECTED MATURITY BALANCE:     $47,584,923
SPONSORS:                      Robert L. Stark, Mark Milstein,       OWNERSHIP INTEREST:       Fee
                               540 Investment Company Limited
                               Partnership
INTEREST CALCULATION:          Actual/360
CALL PROTECTION:               25-payment lockout from date of
                               securitization, with U.S.
                               Treasury defeasance for the
                               following 90 payments, and open
                               to prepayment without premium
                               thereafter until the maturity                                                            LEASE
                               date                                  MAJOR TENANTS               % NRA    RENT PSF    EXPIRATION
                                                                     -------------               -----    --------    ----------
                                                                     LINCOLN FINANCIAL GROUP     11.7%     $20.85     Various(3)
                                                                     BARNES & NOBLE              8.0%      $18.48     02/01/2014
CUT-OFF DATE BALANCE PER SF:   $198.63                               ORGANIZED LIVING            7.9%      $24.00     10/31/2018

UP-FRONT RESERVES:             RE Taxes:      $323,617
                               Insurance      $15,015                PROPERTY MANAGEMENT:      CR Solutions, Inc.; Robert L.
                                                                                               Stark Enterprises, Inc.
                               Other: (1)     LOC

ONGOING RESERVES:              RE Taxes:      $64,723 / month        U/W NET CASH FLOW:        $5,245,776
                               Insurance:     $7,507 / month         APPRAISED VALUE (AS OF):  $68,800,000 (08/20/04)
                               Replacement:   $3,665 / month         CUT-OFF DATE LTV RATIO:(4) 75.9%
                               TI / LC: (2)   $22,500 / month        LTV RATIO AT MATURITY:    69.2%
                                                                     U/W DSCR:                 1.36x
LOCKBOX:                       Hard




(1)  The borrower posted a $4,730,000 letter of credit ("LOC") at closing to be
     held as additional security for the debt. Upon satisfaction of the terms
     and conditions set forth in the loan documents, the borrower may obtain
     partial reductions of the LOC as portions of the vacant space at the
     property are leased and occupied.

(2) Capped at $750,000.

(3)  Approximately 22,849 square feet expires March 31, 2012, approximately
     6,444 square feet expires March 31, 2008, and approximately 4,377 square
     feet expires January 31, 2005.

(4)  LTV calculated by deducting the $ 4,730,000 LOC from the Cut-off Date
     Balance. The LTV without giving credit for the $4,730,000 LOC is 82.8%.

THE ETON COLLECTION LOAN.

     THE LOAN. The third largest loan (the "Eton Collection Loan") is a
$57,000,000 first mortgage loan secured by the borrower's fee simple interest in
an anchored retail center with a 6-story office building located in Woodmere,
Ohio.


                                      C-10



     THE BORROWER. The borrower, Chagrin Retail, LLC, is a single purpose entity
that owns no material assets other than the mortgaged property and related
interests. The borrower's managing member has an independent director, and a
non-consolidation opinion was delivered at closing.

      THE PROPERTY. Eton Collection is a 293,260 square foot anchored retail
center with office space located in Woodmere, Ohio. The collateral consists of
286,643 square feet, with one tenant (6,617 square feet) owning its improvements
and paying ground rent to the borrower. The center contains 199,482 square feet
of retail and restaurant space (69.6% of the NRA) and 87,161 square feet of
office space (30.4% of the NRA). An initial section of the improvements was
originally constructed in 1974 as an unanchored shopping mall. In 1989, a
6-story office building was added, and in 2004, the retail component was
expanded to include restaurants and destination-focused retailers. The property
is located along Chagrin Boulevard, a key commercial corridor with, according to
the appraisal, traffic counts of approximately 40,000 vehicles per day.
According to the appraisal, the neighborhood (3-mile radius) has an average
household income in excess of $135,000, while the trade area (7-mile radius)
comprises nearly 400,000 residents.

     SIGNIFICANT TENANTS. Based on a rent roll provided by the borrower dated as
of October 12, 2004, the property is 92.0% leased.

     Lincoln Financial Group (A-/A1/NR by S/M/F) leases 33,670 sq.ft. of space
(11.7% of the NRA) with various lease expirations. Approximately 22,849 sq.ft.
expires March 31, 2012, approximately 6,444 sq.ft. expires March 31, 2008, and
approximately 4,377 sq.ft. expires January 31, 2005. Lincoln Financial Group,
through its affiliate companies, is a provider of financial products and
services.

     Barnes & Noble (BB/Ba3/NR by S/M/F) leases 23,000 sq.ft. of space (8.0% of
the NRA) under a lease for $18.48psf expiring February 1, 2014. Barnes & Noble
employs 40,000 employees in approximately 800 stores in 49 states under the
Barnes & Noble and B. Dalton names.

     Organized Living leases 22,500 sq.ft. of space (7.9% of the NRA) under a
lease for $24.00psf expiring October 31, 2018. Organized Living is a retailer of
storage and organization products for the home and office with stores located
throughout the United States.




----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

          MTM           2              1,575             0.5%             1,575            0.5%
         2004           1              5,376             1.9%             6,951            2.4%
         2005           2              5,402             1.9%            12,353            4.3%
         2006           6             23,345             8.1%            35,698           12.5%
         2007           2              4,308             1.5%            40,006           14.0%
         2008           8             29,271            10.2%            69,277           24.2%
         2009           4              8,051             2.8%            77,328           27.0%
         2010           2             16,704             5.8%            94,032           32.8%
         2012           2             22,849             8.0%           116,881           40.8%
         2013           8             51,734            18.0%           168,615           58.8%
         2014          10             59,420            20.7%           228,035           79.6%
   Thereafter           3             35,748            12.5%           263,783           92.0%
       Vacant         NAP             22,860             8.0%           286,643          100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total          50            286,643           100.0%           286,643          100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the subject property through
     year-end 2014. Years in which there are no lease expirations have been
     excluded.

     PROPERTY MANAGEMENT. The retail portion of the property is managed by
Robert L. Stark Enterprises, Inc., and CR Solutions, Inc. manages the office
component. Robert L. Stark Enterprises is an affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.



                                      C-11







                                  [MAP OMITTED]







                                      C-12








         Mortgage Loan No. 4 -- Hilton Sandestin Beach Golf Resort & Spa







[PHOTO OMITTED]                                                  [PHOTO OMITTED]




                                 [PHOTO OMITTED]






                                      C-13





                                  Mortgage Loan No. 4 -- Hilton Sandestin Beach Golf Resort & Spa

                       LOAN INFORMATION                                                  PROPERTY INFORMATION


MORTGAGE LOAN SELLER:            WFB                                SHADOW RATING (S/M): (1)  AA / A3
LOAN PURPOSE:                    Refinance                          SINGLE ASSET/PORTFOLIO:   Single Asset
ORIGINAL BALANCE:                $54,300,000                        PROPERTY TYPE:            Hospitality
CUT-OFF DATE BALANCE:            $54,056,416                        PROPERTY SUB-TYPE:        Resort
FIRST PAYMENT DATE:              10/01/2004                         LOCATION:                 Destin, FL
INTEREST RATE:                   5.57500%                           YEAR BUILT/RENOVATED:     1984 / 1998
AMORTIZATION TERM:               300 months                         PERCENT LEASED (AS OF):   69.6% (TTM as of 6/30/04)
ARD:                             No                                 ROOMS:                    598
ANTICIPATED REPAYMENT DATE:      NAP
MATURITY DATE:                   09/01/2014                         THE COLLATERAL:           A 598-room, full-service hotel
                                                                                              located in Destin, Florida.
EXPECTED MATURITY BALANCE:       $41,567,703
SPONSOR:                         Frank Flautt Jr. and Fred          OWNERSHIP INTEREST:       Fee
                                 Alias
INTEREST CALCULATION:            Actual/360
CALL PROTECTION:                 24-payment lockout from date
                                 of securitization, with U.S.
                                 Treasury defeasance
                                 thereafter. Prepayable without penalty after
                                 May 31, 2014.



CUT-OFF DATE BALANCE PER ROOM:   $90,395

UP-FRONT RESERVES:               Taxes:        $591,701             PROPERTY MANAGEMENT:      Sandcastle Resort of Sandestin, Inc.
                                 Insurance:    $255,920
                                 Insurance
                                 Deductible:   $500,000

ONGOING RESERVES:                Taxes: (2)    $53,791 / month
                                 Insurance:(2) $63,980 / month      U/W NET CASH FLOW:        $10,578,789
                                 FF&E: (2)     4% of revenue        APPRAISED VALUE (AS OF):  $111,000,000 (07/01/04)
                                 Seasonality                        CUT-OFF DATE LTV RATIO:   48.7%
                                 Reserve:(2)   July-Oct.
                                                                    LTV RATIO AT MATURITY:    37.4%
LOCKBOX:                         Springing Hard                     U/W DSCR:                 2.62x



(1)  Standard and Poors and Moody's Investors Service, Inc. have confirmed that
     the Hilton Sandestin Beach Golf Resort & Spa loan has, in the context of
     its inclusion in the trust, credit characteristics consistent with that of
     an obligation rated "AA" / "A3" by Standard and Poors and Moody's Investors
     Service, Inc., respectively.

(2)  Double debt service payments and ongoing reserves are collected for the
     months of July through October annually. These payments are used to make
     debt service payments for the months of November through February.




                                      C-14



THE HILTON SANDESTIN LOAN.

     THE LOAN. The fourth largest loan (the "Hilton Sandestin Beach Golf Resort
& Spa Loan") is a $54,300,000 first mortgage loan secured by the borrower's fee
interest in the Hilton Sandestin Beach Golf Resort & Spa located in Destin,
Florida.

     THE BORROWER. The borrower is Sandestin Beach Hotel, Ltd., a Florida
limited partnership, which is owned 1% by SH General Partner, Inc., a Florida
corporation and 99% owned by 297 limited partners. The borrower is a single
purpose, bankruptcy-remote entity. A non-consolidation opinion was delivered at
closing.

     THE PROPERTY. The property is a Hilton flagged full service hotel comprised
of 3 buildings: the 16-story Emerald Tower and Lobby Building both built in 1984
and contain 400 rooms, and the 8-story Spa Tower, built in 1998, which houses
198 rooms and the spa and health club. The hotel offers a total of 598 rooms, 4
restaurants, 2 lounges, a Spa and Health Club and 25,920 square feet of meeting
and banquet space. The property is located in the Florida panhandle city of
Destin, Florida.

     PROPERTY MANAGEMENT. The property is managed by Sandcastle Resort of
Sandestin, Inc., an affiliate of Sandcastle Resorts and Hotels, Inc. Sandcastle
Resorts and Hotels manage their own properties and provide management services
to other hotel owners. Sandcastle Resorts & Hotels, based in Destin, Florida,
manages six hotels and resorts totaling approximately 1,700 guest rooms
throughout the southeast United States. The company operates hotels under the
brands of Hilton, Marriott, Holiday Inn Express, and Hawthorn Suites.

     ADDITIONAL INDEBTEDNESS. Secondary debt is allowed at the general partner
level (SH General Partner, Inc.) after the second anniversary of the loan for
the limited purpose of financing a major capital improvement at the property.
The general partner may incur unsecured debt or debt secured by pledging any of
the limited partner interests in the borrower owned by the general partner;
provided that, the debt service coverage ratio shall be equal to or greater than
1.90 and the loan to value ratio shall not exceed 60%. The general partner will
be allowed to pledge any specifically segregated cash it reserves from the net
cash flow after debt service and reserves. The general partner cannot pledge
property level cash flow. Alternatively, if such secondary debt has not been
incurred, the loan permits other constituent owners of the borrower, after the
second anniversary of the loan, to incur mezzanine debt secured by their equity
interest in the borrower; provided that the debt service coverage ratio shall be
equal to or greater than 1.90x and the loan to value ratio shall not exceed 60%.

     GROUND LEASE.  None.

     RELEASE OF PARCELS. Not Allowed.



                                      C-15






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                                      C-16



                      Mortgage Loan No. 5 -- Lincoln Square



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                                      C-17





                                              Mortgage Loan No. 5 -- Lincoln Square

                        Loan Information                                                Property Information


MORTGAGE LOAN SELLER:           BSCMI                                SHADOW RATING:            NAP
LOAN PURPOSE:                   Refinance                            SINGLE ASSET/PORTFOLIO:   Single Asset
ORIGINAL BALANCE: (1)           $50,000,000                          PROPERTY TYPE:            Office
CUT-OFF DATE BALANCE: (1)       $49,914,589                          PROPERTY SUB-TYPE:        Office/Retail
FIRST PAYMENT DATE:             05/01/2004                           LOCATION:                 Washington, DC
INTEREST RATE:                  5.99700%                             YEAR BUILT/RENOVATED:     2001 / NAP
AMORTIZATION TERM:              Yrs. 1-32: 360 months (2)            PERCENT LEASED (AS OF):   98.1% (09/20/04)
ARD:                            Yes                                  NET RENTABLE AREA:        404,095
ANTICIPATED REPAYMENT DATE:     04/01/2019
MATURITY DATE:                  04/01/2036                           THE COLLATERAL:           A Class A office building with
                                                                                               ground floor retail, located in the
                                                                                               East End of the Washington, DC
                                                                                               central business district.

EXPECTED MATURITY BALANCE: (1)  $36,787,583
SPONSOR:                        Lawrence Ruben Company, Inc.
INTEREST CALCULATION:           Actual/360                           OWNERSHIP INTEREST:       Fee
CALL PROTECTION:                Lockout period of 37 payments
                                from origination, then
                                defeasance with U.S. Government
                                Securities followed by yield
                                maintenance, or prepayment as                                                         Lease
                                described in footnote 3.             MAJOR TENANTS               % NRA     Rent PSF   Expiration
                                                                     -------------               -----     --------   ----------
                                                                     LATHAM & Watkins            45.3%      $46.56    01/2011 &
                                                                                                                       01/2016
                                                                     GSA                         11.9%      $45.31    07/24/2011
                                                                     LANDMARK THEATRE            9.9%       $10.00    01/01/2019
CUT-OFF DATE BALANCE PER SF:    $395.27
(1)
                                                                     PROPERTY MANAGEMENT:      Lincoln Square Management, L.L.C.
UP-FRONT RESERVES:              RE Taxes:      $224,860
                                Replacement:   $8,419
                                TI / LC:       $2,276,167
                                                                     U/W NET CASH FLOW:        $15,554,247
ONGOING RESERVES:               RE Taxes:      $224,860 / month      APPRAISED VALUE (AS OF):  $220,000,000 (02/07/04)
                                Replacement:   $8,419 / month        CUT-OFF DATE LTV RATIO:   72.6%
                                                                     (1)
                                TI / LC:       $33,667 / month       LTV RATIO AT ARD: (1)     53.5%
LOCKBOX:                        Hard                                 U/W DSCR: (1)             1.32x



(1)  The $49,914,589 mortgage loan represents a 31.3% pari passu portion of a
     $159,726,684 first mortgage loan split into 3 pari passu notes. The two
     other notes (with an original loan amount of $60 and $50 million,
     respectively) are not included in the trust. All aggregate LTV, DSCR, debt
     service and loan PSF numbers in this table are based on the total
     $159,726,684 financing.

(2)  See the amortization schedule located on Schedule A to the Prospectus
     Supplement.

(3)  Lockout for 3 years after the first payment date, then defeasance with U.S.
     government securities; provided that the Lincoln Square Loan may be prepaid
     in whole but not in part on and after the 175th payment date with the
     payment of a yield maintenance premium; provided further that if the date
     that is three years from the first payment date has occurred, but the date
     that is two years from the startup day within the meaning of Section
     860G(a)(9) of the Code for the REMIC Trust has not occurred, the debt may
     be prepaid in whole (but not in part) prior to the 175th payment date upon
     payment of an amount equal to the greater of (a) a yield maintenance
     premium and (b) one percent (1%) of the outstanding principal balance of
     the Lincoln Square Loan as of the Prepayment Date. The Lincoln Square Loan
     is freely prepayable on and after the anticipated repayment date.


THE LINCOLN SQUARE LOAN.

     THE LOAN. The fifth largest loan (the "Lincoln Square Loan") is a
$50,000,000 pari passu note that is part of a $160,000,000 (original balance)
first mortgage loan, secured by the borrower's fee simple interest in the
property known as Lincoln Square in Washington, DC. The $60,000,000 A1 portion
was recently securitized in the BSCMSI 2004-PWR4 trust and the $50,000,000 A2
portion was recently securitized in the BSCMSI 2004-PWR5 trust. The Lincoln
Square Loan will be serviced pursuant to the pooling and servicing agreement for
BSCMSI 2004-PWR4 by Wells Fargo Bank, N.A. as master servicer and ARCap
Servicing, Inc. as special servicer.


                                      C-18



     THE BORROWER. The borrower, 555 11th Limited Partnership, owns no material
assets other than Lincoln Square and related interests. The borrower is a single
purpose entity whose managing member has two independent directors. A
non-consolidation opinion was delivered at closing. The sponsor, Lawrence Ruben
Company, Inc., has owned the land since 1993 and developed the property in 2001.
Lawrence Ruben Company, Inc. is an experienced sponsor with a portfolio of over
seven million square feet of office space and 1,000 luxury residential
apartments. The total portfolio has an estimated value in excess of $1 billion,
with an estimated $250 million in equity.

     THE PROPERTY. Lincoln Square is a 404,095 sq.ft. property with 333,180
sq.ft. of office, 70,915 sq.ft. of ground floor retail and a 320-space
underground parking garage. The property occupies a city block and is well
located with the Metro Center, the hub of the Washington, DC mass transit
system, beneath the property with four entrances within one block of the
property. The property is also located three blocks from The Mall, five blocks
from Federal Triangle, two blocks from the Justice Department and cattycorner to
the J. Edgar Hoover FBI Building.

     SIGNIFICANT TENANTS. As of September 20, 2004, the property was 98.1%
leased by over 10 tenants of which, approximately 18% of the NRA is leased to
investment-grade rated tenants.

     Latham & Watkins leases 182,974 sq.ft. (45.3% of the NRA) under leases for
$46.56psf expiring in January 2011 and January 2016 with one and two 5-year
extension options, respectively. Latham & Watkins, a large law firm, was founded
in Los Angeles in 1934 by Dana Latham and Paul Watkins. The firm has grown to
more than 1,500 lawyers worldwide. Latham & Watkins currently operates from 21
locations throughout the US, Europe, and Asia, with headquarters in Los Angeles
and offices in Washington, DC, New York, Boston, Chicago, San Francisco, and
five other domestic locations. Offices outside the US include London, Moscow,
Frankfurt, Paris, and Tokyo.

     General Services Administration ("GSA"; implied rating of AAA) leases
47,991 sq.ft. (11.9% of the NRA) under a lease for $45.31psf expiring in July
2011. The GSA space is occupied by the Federal Bureau of Investigation ("FBI")
and Federal Law Enforcement Training Center ("FLETC"). The FBI is the
investigative arm of the US Department of Justice. The FLETC, a bureau of the
Department of Homeland Security, is the nation's lead organization for
interagency training of Federal law enforcement personnel. Basic and advanced
training is provided at the FLETC for personnel from over 70 federal agencies.
Over 40,000 students train at the various FLETC sites annually from all 50
states and from the U.S. Territories. These leases are not subject to annual
appropriations.

     Landmark Theatre leases 40,000 sq.ft. (9.9% of the NRA) under a lease for
$10.00psf expiring in January 2019. The Landmark Theatre is a newly constructed
8-screen movie theater with stadium seating and Dolby Digital Surround sound.
Founded in 1974, Landmark Theatres now operates 57 theaters with 204 screens in
14 states and the District of Columbia. The theater has a coffee bar, a small
bistro dining area and multiple auditoriums.



----------------------------------------------------------------------------------------------------
 LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
  Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                    Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

          2007           3             22,515             5.6%            22,515           5.6%
          2011           8            167,502            41.5%           190,017          47.0%
          2012           1              1,650             0.4%           191,667          47.4%
          2013           1              4,850             1.2%           196,517          48.6%
    Thereafter           3            199,933            49.5%           396,450          98.1%
        Vacant         NAP              7,645             1.9%           404,095         100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
         Total          16            404,095           100.0%           404,095         100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the property through year-end
     2014. Years in which there are no lease expirations have been excluded.

     PROPERTY MANAGEMENT. Lincoln Square Management, L.L.C., an affiliate of the
borrower.

     ADDITIONAL INDEBTEDNESS. The borrower may incur additional subordinated,
unsecured debt of up to $8 million from affiliates subject to delivery of an
intercreditor and subordination agreement.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.



                                      C-19








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                                      C-20







                      Mortgage Loan No. 6 -- BAMC Building





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                                      C-21





                                              Mortgage Loan No. 6 -- BAMC Building

                        Loan Information                                                Property Information


MORTGAGE LOAN SELLER:           PMCF                                 SHADOW RATING:              NAP
LOAN PURPOSE:                   Refinance                            SINGLE ASSET/PORTFOLIO:     Single Asset
ORIGINAL BALANCE:               $33,000,000                          PROPERTY TYPE:              Office
CUT-OFF DATE BALANCE:           $32,950,595                          PROPERTY SUB-TYPE:          Suburban
FIRST PAYMENT DATE:             12/01/2004                           LOCATION:                   San Antonio, TX
INTEREST RATE:                  5.76000%                             YEAR BUILT/RENOVATED:       1937 / 2004
AMORTIZATION TERM:              300 months                           PERCENT LEASED (AS OF):     95.4% (10/14/04)
ARD:                            No                                   NET RENTABLE AREA:          199,231
ANTICIPATED REPAYMENT DATE:     NAP
MATURITY DATE:                  11/01/2014                           THE COLLATERAL:             An office building located in
                                                                                                 San Antonio, Texas
EXPECTED MATURITY BALANCE:      $25,421,789
SPONSOR:                        Thomas H. Chandler, Charles H.       OWNERSHIP INTEREST:         Leasehold
                                Midkiff
INTEREST CALCULATION:           Actual/360
CALL PROTECTION:                25-payment lockout from date of
                                securitization, with U.S.
                                Treasury defeasance for the
                                following 87 payments, and open
                                to prepayment without premium
                                thereafter until the maturity                                                          LEASE
                                date                                 MAJOR TENANTS                % NRA   RENT PSF   EXPIRATION
                                                                     -------------                -----   --------   ----------
                                                                     United States of America     60.4%    $24.27   04/30/2021(3)
                                                                     (USARSO)
                                                                     United States of America     25.6%    $24.50    04/30/2021
                                                                     (IMA)
                                                                     United States of America     5.6%     $23.75    12/31/2014
                                                                     (PEC)
Cut-off Date Balance per SF:    $165.39
                                                                     PROPERTY MANAGEMENT:        Orion Partners, Inc.
Up-front Reserves:              Insurance:     $18,468

Ongoing Reserves:               RE Taxes: (1)  Springing             U/W NET CASH FLOW:          $3,348,921
                                Insurance:     $6,156 / month        APPRAISED VALUE (AS OF):    $46,200,000 (07/01/04)
                                TI / LC: (2)   Springing             CUT-OFF DATE LTV RATIO:     71.3%
                                                                     LTV RATIO AT MATURITY:      55.0%
Lockbox:                        Hard                                 U/W DSCR:                   1.34x



(1)  Monthly payments are not required for so long as no real estate taxes or
     assessments are imposed upon the subject property.

(2)  At any time more than 50% of the leasable space is vacant for more than 18
     months, and continuing until such time as such space is leased or occupied
     as provided in the loan documents, excess cash flow from the subject
     property will be paid to the leasing reserve.

(3)  Approximately 114,816 square feet (95%) of the leased space expires April
     30, 2021, with the remaining 5,500 square feet (5%) expiring May 31, 2009.

THE BAMC BUILDING LOAN.

     THE LOAN. The sixth largest loan (the "BAMC Building Loan") is a
$33,000,000 first mortgage loan secured by the borrower's leasehold interest in
approximately 18 acres of land improved by a Class A multi-tenant office
building located in San Antonio, Texas.

     THE BORROWER. The borrower, BAMC Redevelopment Partners, Ltd., is a single
purpose entity that owns no material assets other than the mortgaged property
and related interests. A non-consolidation opinion was delivered at closing.

     THE PROPERTY. BAMC Building is a 199,231 square foot office building
located in San Antonio, Texas. The improvements, located on the Fort Sam Houston
Army base approximately five miles northeast of the San Antonio central business
district, were originally completed in 1937. A 100% gut renovation of the
structure was completed in 2004, and the first tenants occupied the


                                      C-22



building in May 2004. The building was previously called the Brooke Army Medical
Center, and housed the base hospital, medical units, and extensive medical
training facilities until 1997 when the United States Army opened the new BAMC
medical facility. In 2001, the borrower acquired rights to the land and
improvements pursuant to a ground lease extending through May 2051.

     SIGNIFICANT TENANTS. Based on a rent roll provided by the borrower dated as
of October 14, 2004, the property is 95.4% leased exclusively to United States
government tenants.

     United States of America (USARSO) leases 120,316 sq.ft. of space (60.4% of
the total NRA). The majority of the space (95%) expires April 30, 2021, with the
remaining 5% expiring May 31, 2009. USARSO is the Army Service Component Command
(ASCC) of U.S. Southern Command. As the ASCC, USARSO executes and is responsible
for all Army operations within USSOUTHCOM's 15.6 million square mile area of
responsibility. Within its area of responsibility, USSOUTHCOM provides strategic
and operational command and control of assigned U.S. land, sea and air forces,
defends U.S. interests and assists nations in the development of their
militaries.

     United States of America (IMA) leases 51,000 sq.ft. of space (25.6% of the
total NRA) under a lease for $24.50psf expiring April 30, 2021. The mission of
the U.S. Army Installation Management Agency (IMA) is to provide management of
Army installations worldwide to support mission readiness and execution, enable
the well-being of soldiers, civilians and family members, improve
infrastructure, and preserve the environment.

     United States of America (PEC) leases 11,173 sq.ft. of space (5.6% of the
total NRA) under a lease for $23.75psf expiring December 31, 2014. The
Department of Defense PharmacoEconomic Center (PEC) is a customer oriented
center implementing pharmacoeconomic analysis for the purpose of improving
readiness by increasing value, quality, and access to medical care and
pharmacotherapy within the available resources of the military health system.



----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

         2009           1              5,500             2.8%             5,500            2.8%
         2014           1             11,173             5.6%            16,673            8.4%
   Thereafter           3            173,342            87.0%           190,015           95.4%
       Vacant         NAP              9,216             4.6%           199,231          100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total           5            199,231           100.0%           199,231          100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the subject property through
     year-end 2014. Years in which there are no lease expirations have been
     excluded.

     PROPERTY MANAGEMENT. The property is managed by Orion Partners, Inc., an
affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. The borrower holds a leasehold interest in the subject
property pursuant to a ground lease with the Secretary of the Army. The ground
lease term expires May 31, 2051. Base ground rent is currently set at 10% of
revenues less operating expenses, debt service payments on the BAMC Building
Loan, reserves and capital expenditures, and will be reset to 25% of net cash
flow in 2014.

     RELEASE AND SUBSTITUTION OF PARCELS. The borrower has the right to obtain a
release of unimproved land. The release is subject to the terms and conditions
set forth in the loan documents, including that both the released parcel and the
remaining parcel comply with applicable zoning laws, rules, regulations and
ordinances, and simultaneously with the release of the parcel, it is transferred
by the borrower to another person or entity.


                                      C-23





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                                      C-24




             Mortgage Loan No. 7 -- Plymouth Square Shopping Center




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                                      C-25




                                    Mortgage Loan No. 7 -- Plymouth Square Shopping Center
                                    ------------------------------------------------------

                      Loan Information                                                Property Information
                      ----------------                                                --------------------


MORTGAGE LOAN SELLER:          BSCMI                               SHADOW RATING:          NAP
LOAN PURPOSE:                  Refinance                           SINGLE                  Single Asset
                                                                   ASSET/PORTFOLIO:
ORIGINAL BALANCE:              $28,000,000                         PROPERTY TYPE:          Retail
CUT-OFF DATE BALANCE:          $28,000,000                         PROPERTY SUB-TYPE:      Anchored
FIRST PAYMENT DATE:            06/01/2004                          LOCATION:               Plymouth Meeting, PA
INTEREST RATE:                 5.54300%                            YEAR BUILT/RENOVATED:   1959 & 1960 / 2003-2004
AMORTIZATION TERM:             Yrs. 1-2: Interest Only             PERCENT LEASED (AS      90.9% (10/01/04)
                               Yrs. 3-15: 360 months of):
ARD:                           No                                  NET RENTABLE AREA:      275,685
ANTICIPATED REPAYMENT DATE:    NAP
MATURITY DATE:                 05/01/2019                          THE COLLATERAL:         A 275,685 sq.ft. grocery anchored
                                                                                           shopping center in Plymouth
                                                                                           Meeting, Pennsylvania.
EXPECTED MATURITY BALANCE:     $21,531,073
SPONSOR:                       Mark Quigley                        OWNERSHIP INTEREST:     Fee
INTEREST CALCULATION:          Actual/360
CALL PROTECTION:               40-payment lockout from date
                               of securitization, with U.S.
                               Treasury defeasance for the
                               following 130 payments, and
                               open to prepayment without
                               premium thereafter until                                                              Lease
                               maturity.                           MAJOR TENANTS             % NRA     Rent PSF    Expiration
                                                                   -------------             -----     --------    ----------
                                                                   GENUARDI'S                18.1%      $7.50      06/30/2024
                                                                   MARSHALLS                 10.8%      $9.35      01/31/2006
                                                                   R.E.I.                    10.1%      $8.28      11/30/2005
CUT-OFF DATE BALANCE PER SF:   $101.57
UP-FRONT RESERVES:             RE Taxes:     $150,055              PROPERTY MANAGEMENT:    Signature Financial Corporation
                               Replacement:  $2,979
                               TI/LC:        $8,333
                               Other: (1)    $1,010,875

ONGOING RESERVES:              RE Taxes:     $21,136 / month       U/W NET CASH FLOW:        $2,834,419
                               Replacement:  $2,979 / month        APPRAISED VALUE (AS OF):  $35,400,000 (04/01/04)
                               TI / LC:      $8,333 / month        CUT-OFF DATE LTV          79.1%
                                                                   RATIO:
                                                                   LTV RATIO AT MATURITY:    60.8%
LOCKBOX:                       Hard                                U/W DSCR: (2)             1.80x



(1)  Genuardi's has commenced paying rent but has not yet taken occupancy as
     their space is currently being built. The lender required the borrower to
     post a $1 million letter of credit to cover the construction of the
     Genuardi's space. The letter of credit will be released when construction
     has been completed (expected to be in May/June 2005), the tenant has taken
     occupancy of its space, commenced operations and is paying rent. There is
     also a deferred maintenance reserve of $10,875.

(2)  The DSCR is based on the interest only period. The DSCR would be 1.48x,
     based on the principal and interest payments commencing June 1, 2006 (after
     the interest only period).

THE PLYMOUTH SQUARE SHOPPING CENTER LOAN.

     THE LOAN. The seventh largest loan (the "Plymouth Square Shopping Center
Loan") is a $28,000,000 first mortgage loan, secured by the borrower's fee
simple interest in the property known as Plymouth Square Shopping Center in
Plymouth Meeting, Pennsylvania.

     THE BORROWER. The borrower, Plymouth Square Associates I, owns no material
assets other than Plymouth Square Shopping Center and related interests. The
borrower is a single purpose entity whose managing member has one independent
director. A non-consolidation opinion was delivered at closing. The sponsor,
Mark Quigley, is the President and sole stockholder



                                      C-26



of Signature Financial Corporation, a commercial real estate financial services
and development company founded in 1985 and based in Conshohocken, PA.

     THE PROPERTY. Plymouth Square Shopping Center is a 275,685 sq.ft.
grocery-anchored shopping center in Plymouth Meeting, PA. The property was
completed in 1959 & 1960 and has been renovated from 2003 to 2004. Within a
3-mile and 5-mile radius of the property, the 2003 population was 56,831 and
171,951, respectively, and the average household income was $83,150 and $91,343,
respectively. The average 2002 sales and occupancy cost at the property for
those tenants that report sales were $243psf and 8.2%, respectively. The average
2003 sales and occupancy cost at the property for those tenants that report
sales were $262psf and 7.8%, respectively.

     SIGNIFICANT TENANTS. As of October 1, 2004, the property was 90.9% leased
by approximately 35 tenants.

     Genuardi's leases 50,000 sq.ft. (18.1% of the NRA) under a lease for
$7.50psf expiring in June 2024 with eight 5-year extension options. The parent
company of Genuardi's, Safeway, Inc. (NYSE: SWY; rated BBB/Baa2/BBB by S/M/F),
is a Fortune 50 company and a food and drug retailer in North America, which, as
of January 3, 2004, operated 1,817 stores throughout the United States and
western Canada. Although Genuardi's started paying rent in June 2004, it has not
yet taken occupancy as its space is currently being built. The lender required
the borrower to post a $1 million letter of credit to cover the construction of
the Genuardi's space. The letter of credit will be released when construction
has been completed (expected to be in May/June 2005), the tenant has taken
occupancy of its space, commenced operations and is paying rent.

     Marshalls leases 29,692 sq.ft. (10.8% of the NRA) under a lease for
$9.35psf expiring in January 2006 with two 5-year and one 4-year, 11 month
extension options. Marshalls is an affiliate of TJX Companies, Inc. (NYSE: TJX;
rated A/A3/NR by S/M/F) and was founded in 1976. Marshalls is a discount
clothing store that operated 673 stores in 42 states and Puerto Rico as of
January 31, 2004. Marshalls reported 2002 and 2003 sales of $262psf and $274psf,
respectively, and a 2002 and 2003 occupancy cost of 4.6% and 4.3%, respectively,
at the mortgaged property.

     R.E.I. leases 27,960 sq.ft. (10.1% of the NRA) under a lease for $8.28psf
expiring in November 2005 with one 5-year extension option. Founded in 1938,
R.E.I. is a supplier of specialty outdoor gear and clothing. The company
operates more than 70 stores throughout the United States as well as a catalog
business and a website. R.E.I. reported 2002 and 2003 sales of $254psf and
$271psf, respectively, and a 2002 and 2003 occupancy cost of 4.9% and 4.6%,
respectively, at the mortgaged property.



----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

          MTM           1              8,464             3.1%             8,464           3.1%
         2005           4             31,345            11.4%            39,809          14.4%
         2006           5             37,281            13.5%            77,090          28.0%
         2007           6             36,270            13.2%           113,360          41.1%
         2008           6             18,461             6.7%           131,821          47.8%
         2009           4              6,368             2.3%           138,189          50.1%
         2010           1              2,716             1.0%           140,905          51.1%
         2012           3             31,612            11.5%           172,517          62.6%
         2013           3              6,793             2.5%           179,310          65.0%
   Thereafter           4             71,197            25.8%           250,507          90.9%
       Vacant         NAP             25,178             9.1%           275,685         100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total          37            275,685           100.0%           275,685         100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the property through year-end
     2014. Years in which there are no lease expirations have been excluded.

     PROPERTY MANAGEMENT. The property is managed by Signature Financial
Corporation, an affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.



                                      C-27








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                                      C-28




                    Mortgage Loan No. 8 -- Waterfront I & II



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                                      C-29






                                            Mortgage Loan No. 8 -- Waterfront I & II

                      Loan Information                                                 Property Information
                      ----------------                                                 --------------------


MORTGAGE LOAN SELLER:          PMCF                               SHADOW RATING:            NAP
LOAN PURPOSE:                  Refinance                          SINGLE ASSET/PORTFOLIO:   Single Asset
ORIGINAL BALANCE:              $24,000,000                        PROPERTY TYPE:            Office
CUT-OFF DATE BALANCE:          $24,000,000                        PROPERTY SUB-TYPE:        Suburban
FIRST PAYMENT DATE:            10/01/2004                         LOCATION:                 Alexandria, VA
INTEREST RATE:                 5.86000%                           YEAR BUILT/RENOVATED:     1971 / 1989
AMORTIZATION TERM:             Months 1-18: Interest Only         PERCENT LEASED (AS OF):   92.5% (08/02/04)
                               Months 19-360: 360 months
ARD:                           Yes                                NET RENTABLE AREA:        146,044
ANTICIPATED REPAYMENT DATE:    09/01/2014
MATURITY DATE:                 09/01/2034                         THE COLLATERAL:           One 4-story and one 5-story office
                                                                                            building located in Alexandria,
                                                                                            Virginia
EXPECTED MATURITY BALANCE:     $21,022,840
SPONSORS:                      Charles E. Hudson and Richard      OWNERSHIP INTEREST:       Fee
                               J. Mazzucchelli
INTEREST CALCULATION:          Actual/360
CALL PROTECTION:               25-payment lockout from date
                               of securitization, with U.S.
                               Treasury defeasance for the
                               following 88 payments, and
                               open to prepayment without
                               premium thereafter until the                                                           Lease
                               maturity date.                     MAJOR TENANTS               % NRA    Rent PSF     Expiration
                                                                  -------------               -----    --------     -----------
                                                                  SRA INTERNATIONAL, INC.(2)  21.7%     $28.56    07/31/2005 (2)

                                                                  SPORT  & Health Company     17.2%     $19.20      04/30/2007
                                                                  OUTTASK.COM, INC.           11.2%     $29.83      05/31/2005
CUT-OFF DATE BALANCE PER SF:   $164.33

UP-FRONT RESERVES:             RE Taxes:      $94,880
                               Insurance:     $25,579             PROPERTY MANAGEMENT:      Gates, Hudson and Associates, Inc.
                               TI / LC:       $1,500,000
                                                                  U/W NET CASH FLOW:        $2,340,385
ONGOING RESERVES:              RE Taxes:      $18,976 / month     APPRAISED VALUE (AS OF):  $32,000,000 (07/09/04)
                               Insurance:     $2,325 / month      CUT-OFF DATE LTV RATIO:   75.0%
                               TI / LC:       Springing (1)       LTV RATIO AT ARD:         65.7%
                                                                  U/W DSCR: (3)             1.64x
LOCKBOX:                       Springing Hard


(1)  Commencing on the first payment date in which the amount in the leasing
     reserve falls below the $500,000 capped amount, the borrower is required to
     make monthly deposits into the reserve in the amount of $6,500 until such
     time as the balance in the reserve reaches the capped amount.

(2)  SRA International, Inc. occupies three spaces at the subject property for a
     combined total of 31,680 square feet. The Rent PSF is the weighted average
     of all the leases and the lease expiration date is that of a 15,140 square
     foot space and an 8,140 square foot space. The third space, which comprises
     8,400 square feet of the total square feet, has an expiration date of
     September 30, 2007.

(3)  The DSCR is based on the interest payments during the interest only period.
     The DSCR would be 1.38x, based on the principal and interest payments
     commencing April 1, 2006 (after the interest only period).

THE WATERFRONT I & II Loan.

     THE LOAN. The eighth largest loan (the "Waterfront I & II Loan") is a
$24,000,000 first mortgage loan that is secured by the borrower's fee simple
interest in the property known as Waterfront I & II in Alexandria, Virginia.

     THE BORROWERS. The borrower, Waterfront Investment Group, LLC, is a single
purpose entity that owns no material assets other than the subject property and
related interests. A non-consolidation opinion was delivered at closing.



                                      C-30



     THE PROPERTY. Waterfront I & II consists of two office buildings (4 and 5
stories respectively) and a parking garage (2 stories, 298 spaces), located in
the Old Towne area of Alexandria, Virginia, in the greater Washington D.C.
metropolitan area. The subject property's two ingress and egress areas provide
direct access to Washington Street and US-1, which are major north-south
thoroughfares that provide convenient access to the rest of the metropolitan
area which is approximately seven miles south of the Washington D.C. central
business district via major thoroughfares (George Washington Parkway and US 1)
and public transportation.

     SIGNIFICANT TENANTS. Based on a rent roll provided by the borrower dated
August 2, 2004, the property was approximately 92.5% leased.

     SRA International, Inc. (NYSE: SRX) leases 31,680 sq.ft. (21.7% of the NRA)
in three different locations at the subject property at a weighted average lease
rate of $28.56psf with a lease expiration date of July 2005. SRA International,
Inc. is a provider of information technology services and solutions to clients
in national security, civil government, and health care and public health. SRA
International, Inc. reported a net income of $29.66 million (up 163% from 2002)
in its 2003 annual statement. Revenues for 2003 increased 25% from 2002.

     Sport & Health Company leases 25,124 sq.ft. (17.2% of the NRA). Established
in 1973, the Sport & Health Company is a full service health and fitness club
with 29 locations in Virginia, Maryland, and D.C. Sport & Health Company has
been a tenant since 1988 and its current lease expires April 30, 2007 with four
extension options at five years each. Base rent is $482,281.44/year, and is
escalated at 2.5% annually.

     Outtask.com, Inc. ("Outtask") leases 16,302 sq.ft. (11.2% of the NRA). An
innovator in web-enabled applications, Outtask is a "Software as a Service"
provider, delivering employee applications to companies in the areas of travel
and expense management. Outtask has been in tenancy since April 2000 and its
current lease expires in May 31, 2005 with one 5-year extension option. Its
current rental rate is $486,223 annually, with 3% escalations for all 16,302
square feet.



----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

         2004           3              2,031             1.4%             2,031            1.4%
         2005           7             49,723            34.0%            51,754           35.4%
         2006           3              5,857             4.0%            57,611           39.4%
         2007           8             47,297            32.4%           104,908           71.8%
         2008           2             16,949            11.6%           121,857           83.4%
         2009           1              1,179             0.8%           123,036           84.2%
         2010           1              6,997             4.8%           130,033           89.0%
         2012           1              5,000             3.4%           135,033           92.5%
   Thereafter           0                  0             0.0%           135,033           92.5%
       Vacant         NAP             11,011             7.5%           146,044          100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total          26            146,044           100.0%           146,044          100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the property through year-end
     2014. Years in which there are no lease expirations have been excluded.

     PROPERTY MANAGEMENT. Gates, Hudson and Associates, Inc., an affiliate of
the borrower.

     ADDITIONAL INDEBTEDNESS. Not Allowed.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.


                                      C-31




                                  [MAP OMITTED]










                                      C-32










                    Mortgage Loan No. 9 -- The Pointe at 53rd


[PHOTO OMITTED]                                                  [PHOTO OMITTED]


                                [PHOTO OMITTED]



                                      C-33







                                           Mortgage Loan No. 9 -- The Pointe at 53rd

                      LOAN INFORMATION                                                 PROPERTY INFORMATION
                      ----------------                                                 --------------------


MORTGAGE LOAN SELLER:          PMCF                                SHADOW RATING:          NAP
LOAN PURPOSE:                  Refinance                           SINGLE                  Single Asset
                                                                   ASSET/PORTFOLIO:
ORIGINAL BALANCE:              $22,900,000                         PROPERTY TYPE:          Retail
CUT-OFF DATE BALANCE:          $22,900,000                         PROPERTY SUB-TYPE:      Anchored
FIRST PAYMENT DATE:            07/01/2004                          LOCATION:               Murray, UT
INTEREST RATE:                 5.64000%                            YEAR BUILT/RENOVATED:   2002/2004
AMORTIZATION TERM:             Months 1-6: Interest Only           PERCENT LEASED (AS      68.2% (10/06/04)
                               Months 7-360: 360 months            OF):
ARD:                           Yes                                 NET RENTABLE AREA:      185,666
ANTICIPATED REPAYMENT DATE:    06/01/2014
MATURITY DATE:                 06/01/2034                          THE COLLATERAL:         An anchored retail center with
                                                                                           office space located in Murray, Utah
EXPECTED MATURITY BALANCE:     $19,484,196
SPONSOR:                       Clayne Jensen, Gary L.              OWNERSHIP INTEREST:     Fee
                               Howland, Michael Heckman, and       (3)
                               C. Thomas Barnard
INTEREST CALCULATION:          Actual/360
CALL PROTECTION:               25-payment lockout from date
                               of securitization, with U.S.
                               Treasury defeasance for the
                               following 85 payments, and
                               open to prepayment without
                               premium thereafter until the                                                          Lease
                               maturity date                       MAJOR TENANTS             % NRA     RENT PSF    Expiration
                                                                   -------------             -----     --------    ----------
                                                                   BEST BUY                  24.2%      $16.00     10/01/2012
                                                                   BARNES AND NOBLE          12.6%      $17.11     10/31/2013
                                                                   THOMASVILLE               8.1%       $15.00     10/31/2013
CUT-OFF DATE BALANCE PER SF:   $123.34
UP-FRONT RESERVES:             RE Taxes:      $210,292             PROPERTY MANAGEMENT:    Eagle Pointe Realty & Management, Inc.
                               Insurance:     $16,935
                               Other:         $1,895,000 (1)
                                                                   U/W NET CASH FLOW:          $1,986,755
ONGOING RESERVES:              RE Taxes:      $30,042 / month      APPRAISED VALUE (AS OF):    $29,500,000 (02/25/04)
                               Insurance:     $2,419 / month       CUT-OFF DATE LTV RATIO:     77.6%
                               Replacement:   $1,747 / month       LTV RATIO AT ARD:           66.0%
                               TI / LC:       $3,333 /             U/W DSCR: (4)               1.52x
                                              month(2)

LOCKBOX:                       Springing Hard


(1)  An initial deposit of $1,000,000 was collected at closing as additional
     security for the loan, to be released only if the underwritten net cash
     flow, as defined in the loan documents, is equal to or greater than
     $2,400,000 per annum. Two additional TI/LC reserves in the amount of
     $850,000 and $45,000 were collected at closing; each has been released as
     the conditions set forth in the loan documents were satisfied.

(2)  Capped at $200,000.

(3)  The borrower has a leasehold interest on approximately 1.29 acres.

(4)  The DSCR is based on the interest payments during the interest only period.
     The DSCR would be 1.25x, based on the principal and interest payments
     commencing January 1, 2005 (after the interest only period).

THE POINTE AT 53RD LOAN.

     THE LOAN. The ninth largest loan ("The Pointe at 53rd Loan") is a
$22,900,000 first mortgage loan secured by the borrower's fee simple interest in
an anchored retail center with office space located in Murray, Utah.


                                      C-34




     THE BORROWER. The borrower, The Pointe @ 53rd, L.C., is a single-purpose
entity that owns no material assets other than the mortgaged property and
related interests. The borrower's managing member has an independent director
and a non-consolidation opinion was delivered at closing.

     THE PROPERTY. The Pointe at 53rd is a newly constructed, 185,666 square
foot anchored retail center with office space located in Murray, Utah. The
improvements consist of six buildings, three of which are located on land that
is subject to a ground lease in favor of the borrower. Two of the three
buildings on the ground-leased portion of the subject property are not part of
the collateral. The improvements also include a 3-level parking structure, with
233 covered parking spaces. According to the appraisal, the subject property is
situated approximately six miles south of the central business district of
Murray, Utah, located on State Street, an established retail corridor with an
average daily traffic count in excess of 27,000.

     SIGNIFICANT TENANTS. Based on a rent roll provided by the borrower dated as
of October 6, 2004, the subject property is approximately 68.2% leased.

     Best Buy (rated BBB-/Baa3/BBB by S/M/F) leases 45,000 sq.ft. of space
(24.2% of the total NRA) under a lease expiring on October 1, 2012, with three
extension options of five years each. Best Buy, based in Minneapolis, Minnesota,
is a Fortune 100 growth company, selling technology and entertainment products
and services with more than 780 retail stores in the United States and Canada.

      Barnes & Noble (rated BB/Ba3/NR by S/M/F) leases 23,380 sq.ft. of space
(12.6% of the total NRA) under a lease expiring on October 31, 2013, with two
extension options of five years each. Barnes & Noble employs 40,000 employees in
approximately 800 stores in 49 states under the Barnes & Noble and B. Dalton
names.

     Thomasville, a private company, leases 15,000 sq.ft. (8.1% of total NRA)
under a lease expiring on October 31, 2013 with two extension options of five
years each. The tenant under the Lease is CJ3 Holdings, LLC, however, Furniture
Brands International, Inc. (rated BBB/Baa3/NR by S/M/F) is the guarantor of the
lease. Thomasville, a home furnishing store, has one other location in the Salt
Lake City metro area.





-----------------------------------------------------------------------------------------------------------
       LEASE EXPIRATION SCHEDULE (1)
-----------------------------------------------------------------------------------------------------------
        Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                          Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
---------------------- ---------------- ------------------ -------------- ---------------- ----------------

                2008           3              4,400             2.4%             4,400            2.4%
                2009           2              3,832             2.1%             8,232            4.4%
                2010           1              4,287             2.3%            12,519            6.7%
                2011           2              4,685             2.5%            17,204            9.3%
                2012           1             45,000            24.4%            62,204           33.5%
                2013           3             39,884            21.5%           102,088           55.0%
                2014           2              4,766             2.6%           106,854           57.6%
          Thereafter           5             19,850            10.7%           126,704           68.2%
              Vacant         NAP             58,962            31.8%           185,666          100.0%
---------------------- ---------------- ------------------ -------------- ---------------- ----------------
               Total          19            185,666           100.0%           185,666         100.0%
-----------------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the subject property through
     year-end 2014. Years in which there are no lease expirations have been
     excluded.

     PROPERTY MANAGEMENT. The property is managed by Eagle Pointe Realty and
Management, Inc., an affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. The loan documents permit non-managing member
interests in the borrower and ownership interests in its managing member to be
pledged as security for a mezzanine loan in an amount not to exceed $800,000 to
finance the Put Option under the ground lease in the event that the Put Option
(as defined below) is exercised by the ground lessor. Conditions include, but
are not limited to, the following; (i) the combined LTV of the proposed
mezzanine loan together with The Pointe at 53rd Loan must not exceed 80%; (ii)
the combined DSCR of the proposed mezzanine loan and The Pointe at 53rd Loan
must be at least 1.20x; (iii) the mezzanine lender must enter into an acceptable
intercreditor agreement with lender; and (iv) in the event lender determines
that the proposed mezzanine loan will cause the downgrade, qualification, or
withdrawal of the then outstanding ratings on the certificates, such mezzanine
loan will not be permitted.

     GROUND LEASE. The borrower owns a leasehold interest in the subject
property pursuant to a ground lease with an unaffiliated third party. The ground
lease term expires on January 30, 2050. Base ground rent is $69,600 per annum,
subject to an increase after the end of the first five years of the term, and
every subsequent five years until expiration of the lease. This rent increase
will be in an amount equal to the percentage increase in the CPI, but not to
exceed 12.5% of the prior five-year term base rent.

     At any time during the term of the ground lease, the ground lessor has an
option to put the ground leased parcel to the borrower (the "Put Option") at a
purchase price equal to the average annual rent paid by the borrower during the
prior five years (excluding taxes and insurance) capitalized by a rate of 10%.

     RELEASE OF PARCELS. Not Allowed.


                                      C-35






                                  [MAP OMITTED]









                                      C-36





                      Mortgage Loan No. 10 -- Caruth Plaza





                                [PHOTO OMITTED]



                                      C-37






                                              Mortgage Loan No. 10 -- Caruth Plaza

                        Loan Information                                                Property Information
                        ----------------                                                --------------------


MORTGAGE LOAN SELLER:          PMCF                                  SHADOW RATING:           NAP
LOAN PURPOSE:                  Refinance                             SINGLE ASSET/PORTFOLIO:  Single Asset
ORIGINAL BALANCE:              $22,400,000                           PROPERTY TYPE:           Retail
CUT-OFF DATE BALANCE:          $22,331,405                           PROPERTY SUB-TYPE:       Anchored
FIRST PAYMENT DATE:            10/01/2004                            LOCATION:                Dallas, TX
INTEREST RATE:                 5.63000%                              YEAR BUILT/RENOVATED:    1980; 1995 / NAP
AMORTIZATION TERM:             360 months                            PERCENT LEASED (AS OF):  98.8% (07/09/04)
ARD:                           No                                    UNITS:                   201,411
ANTICIPATED REPAYMENT DATE:    NAP
MATURITY DATE:                 09/01/2014                            THE COLLATERAL:          An anchored retail center located
                                                                                              in Dallas, Texas
EXPECTED MATURITY BALANCE:     $18,820,916
SPONSOR:                       William L. Hutchinson
INTEREST CALCULATION:          Actual/360                            OWNERSHIP INTEREST:      Fee
CALL PROTECTION:               25-payment lockout from date of
                               securitization, with U.S.
                               Treasury defeasance for the
                               following 88 payments, and open
                               to prepayment without premium
                               thereafter until the maturity                                                          LEASE
                               date                                  MAJOR TENANTS              % NRA      RENT PSF   EXPIRATION
                                                                     -------------              -----      --------   ----------
                                                                     Bed, Bath, & Beyond        26.6%       $9.75     01/31/2015
CUT-OFF DATE BALANCE PER SF:   $110.87                               Oshman's Sporting Goods    20.6%       $5.27     06/30/2005
                                                                     T.J. Maxx                  12.4%       $5.25     01/31/2011
UP-FRONT RESERVES:             RE Taxes:       $376,816
                               Insurance       $31,437               PROPERTY MANAGEMENT:     Dunhill Property Management
                                                                                              Services, Inc.
                               Deferred
                               Maintenance:    $3,450
                               Other: (1)      $819,871              U/W NET CASH FLOW:       $1,999,269
                                                                     APPRAISED VALUE (AS      $29,250,000 (07/22/04)
                                                                     OF):
ONGOING RESERVES:              RE Taxes:       $47,102 / month       CUT-OFF DATE LTV RATIO:  76.3%
                               Insurance:      $4,491 / month        LTV RATIO AT MATURITY:   64.3%
                               Replacement:    $2,550 / month        U/W DSCR:                1.29x
                               TI / LC:        $11,542 / month
                               Other: (2)      Springing
LOCKBOX:                       Hard



(1)  The borrower deposited into several tenant-specific reserves a total of
     $819,871, to be held as additional security for the loan. The reserves will
     be held until such time as the borrower satisfies certain conditions set
     forth in the loan documents.

(2)  If both TGI Friday's and Oshman's have not exercised their renewal options,
     all excess cash flow from the subject property will be deposited into a
     reserve until both spaces are leased and occupied by tenants approved by
     the lender at rates and on terms as set forth in the loan documents.

The Caruth Plaza Loan.

     THE LOAN. The tenth largest loan (the "Caruth Plaza Loan") is a $22,400,000
first mortgage loan secured by the borrower's fee simple interest in an anchored
retail center located in Dallas, Texas.

     THE BORROWER. The borrower, Caruth Partners, Ltd., is a single purpose
entity that owns no material assets other than the mortgaged property and
related interests. The borrower's general partner has an independent director,
and a non-consolidation opinion was delivered at closing.



                                      C-38



      THE PROPERTY. Caruth Plaza is a 201,411 square foot anchored retail center
located in Dallas, Texas. The property is situated at the northeast corner of
North Central Expressway and Park Lane, close to NorthPark Center, an upscale
regional mall with approximately 120 stores and restaurants. Phase I of the
subject property, consisting of the main retail building, was constructed in
1980, and Phase II, consisting of the Bed, Bath and Beyond building, was
constructed in 1995. More than 80% of the tenants have been at the subject
property since 1997.

     SIGNIFICANT TENANTS: Based on a rent roll provided by the borrower dated as
of July 9, 2004, the subject property is 98.8% leased.

     Bed, Bath & Beyond (NASDAQ: BBBY; rated BBB/NR/NR by S/M/F) leases 53,500
sq.ft. of space (26.6% of the total NRA) under a lease for $9.75psf expiring on
January 31, 2015. Founded in 1971, Bed Bath & Beyond is a nationwide chain of
superstores selling a variety of domestics merchandise and home furnishings. The
company operates over 600 stores throughout the United States.

     Oshman's Sporting Goods leases 41,384 sq.ft. of space (20.6% of the total
NRA) under a lease for $5.27psf expiring on June 30, 2005. Oshman's Sporting
Goods operates a chain of sporting goods specialty stores under the name
SuperSports USA. The company offers brand name and private label equipment and
sportswear.

     T.J. Maxx, a member of the TJX Companies, Inc. (NYSE: TJX; rated A/A3/NR by
S/M/F) leases 25,000 sq.ft. of space (12.4% of the total NRA) under a lease for
$5.25psf expiring on January 31, 2011. The TJX Companies operate over 2,400
stores internationally, including T.J. Maxx, HomeGoods, Marshalls, A.J. Wright,
and Bob's Stores in the United States.



----------------------------------------------------------------------------------------------------
LEASE EXPIRATION SCHEDULE (1)
----------------------------------------------------------------------------------------------------
 Year             # of Leases        Total SF        % of Total      Cumulative      Cumulative %
                   Expiring          Expiring        SF Expiring      Total SF      of SF Expiring
--------------- ---------------- ------------------ -------------- ---------------- ----------------

         2005           4             66,787            33.2%            66,787           33.2%
         2006           2              5,000             2.5%            71,787           35.6%
         2007           2             12,265             6.1%            84,052           41.7%
         2008           1                385             0.2%            84,437           41.9%
         2009           3             12,225             6.1%            96,662           48.0%
         2010           1              7,000             3.5%           103,662           51.5%
         2011           1             25,000            12.4%           128,662           63.9%
         2012           1              2,440             1.2%           131,102           65.1%
   Thereafter           2             67,863            33.7%           198,965           98.8%
       Vacant         NAP              2,446             1.2%           201,411          100.0%
--------------- ---------------- ------------------ -------------- ---------------- ----------------
        Total          17            201,411           100.0%           201,411          100.0%
----------------------------------------------------------------------------------------------------


(1)  The above table represents the rollover at the subject property through
     year-end 2014. Years in which there are no lease expirations have been
     excluded.

     PROPERTY MANAGEMENT. The property is managed by Dunhill Property Management
Services, Inc., an affiliate of the borrower.

     ADDITIONAL INDEBTEDNESS. An affiliate of the borrower has incurred
mezzanine financing in the initial principal amount of $600,000. The mezzanine
loan is secured by a pledge of the limited partnership interests in the borrower
and a pledge of the ownership interests in the general partner of the borrower.
The mezzanine loan fully amortizes over a 10-year term that is co-terminous with
the Caruth Plaza Loan. The mezzanine loan is subject to an intercreditor
agreement that sets forth the relative priorities between the first mortgage
loan and the mezzanine loan, and is subordinate to the first mortgage loan.

     GROUND LEASE. None.

     RELEASE OF PARCELS. Not Allowed.


                                      C-39






                                  [MAP OMITTED]





                                      C-40


                     [THIS PAGE INTENTIONALLY LEFT BLANK.]






                                   APPENDIX D

---------------------------------- -------------------- ------------------------
[BEAR STEARNS                                             [MORGAN STANLEY
 GRAPHIC OMITTED]                    December 8, 2004      GRAPHIC OMITTED]
---------------------------------- -------------------- ------------------------




                                 CMBS NEW ISSUE
                              COLLATERAL TERM SHEET
                              ---------------------

                                  $922,974,000
                                  (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6
                                ----------------

                    PRUDENTIAL MORTGAGE CAPITAL FUNDING, LLC
                     BEAR STEARNS COMMERCIAL MORTGAGE, INC.
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                        NATIONWIDE LIFE INSURANCE COMPANY
                            AS MORTGAGE LOAN SELLERS
                            ------------------------



                 INITIAL
               CERTIFICATE     APPROXIMATE                                           WEIGHTED
               BALANCE OR        INITIAL                                              AVERAGE     PRINCIPAL    ASSUMED FINAL
                NOTIONAL       PASS-THROUGH        RATINGS         SUBORDINATION       LIFE       WINDOW        DISTRIBUTION
   CLASS      AMOUNT(1) (3)        RATE         (MOODY'S/S&P)         LEVELS         (YRS.)(2)    (MOS.) (2)      DATE(2)
   -----      -------------        ----         -------------         ------         ---------    ----------      -------

    A-1          $66,795,000      3.688%          Aaa / AAA            20.000%          2.14         1-49          1/11/09
    A-2          $47,691,000      4.133%          Aaa / AAA            20.000%          4.55        49-58         10/11/09
    A-3          $45,882,000      4.355%          Aaa / AAA            20.000%          5.81        58-82         10/11/11
    A-4         $125,418,000      4.521%          Aaa / AAA            20.000%          6.96        82-84         12/11/11
    A-5          $55,780,000      4.705%          Aaa / AAA            20.000%          8.28        84-112         4/11/14
    A-6         $512,051,000      4.825%          Aaa / AAA            20.000%          9.78       112-119        11/11/14
    X-2       $1,031,522,000      0.732%          Aaa / AAA                N/A          6.00         N/A          12/11/12
    A-J          $69,357,000      4.868%          Aaa / AAA            13.500%          9.92       119-120        12/11/14


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

(2)  Based on the structuring assumptions, assuming 0% CPR, described in the
     Prospectus Supplement. Principal Window is the period (expressed in terms
     of months and commencing with the month of January 2005) during which
     distributions of principal are expected to be made to the holders of each
     designated Class.

(3)  Notional amount for the X-2 class.

BEAR, STEARNS & CO. INC.                                          MORGAN STANLEY
Co-Lead and Joint Bookrunning Manager      Co-Lead and Joint Bookrunning Manager

MERRILL LYNCH & CO.                          WELLS FARGO BROKERAGE SERVICES, LLC
CO-MANAGER                                                            CO-MANAGER


This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.


                                      D-1


                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6




TRANSACTION FEATURES

o       Sellers:



------------------------------------------- --------- ------------------- -----------
                                            NO. OF       CUT-OFF DATE
                   SELLERS                   LOANS       BALANCE ($)      % OF POOL
------------------------------------------- --------- ------------------- -----------

Prudential Mortgage Capital Funding, LLC       31          454,055,452        42.6
Bear Stearns Commercial Mortgage, Inc.         15          281,234,839        26.4
Wells Fargo Bank, National Association         41          270,115,820        25.3
Nationwide Life Insurance Company              8            61,615,875         5.8
------------------------------------------- --------- ------------------- -----------
TOTAL:                                         95        1,067,021,986       100.0
------------------------------------------- --------- ------------------- -----------


o    Loan Pool:

     o    Average Cut-off Date Balance: $11,231,810

     o    Largest Mortgage Loan by Cut-off Date Balance: $125,000,000

     o    Five largest and ten largest loans: 35.2% and 47.4% of pool,
          respectively

o    Credit Statistics:

     o    Weighted average underwritten debt service coverage ratio of 1.58x

     o    Weighted average cut-off date loan-to-value ratio of 68.9%; weighted
          average balloon loan-to-value ratio of 53.4%

o    Property Types:

[GRAPHIC OMITTED]

Manufacured Housing Community                   Hospitality
2.0%                                            8.9%

Self Storage                                    Multifamily
0.9%                                            8.3%

Land                                            Industrial
0.6%                                            6.3%

Retail                                          Mixed Use
41.4%                                           2.9%

Office
28.7%


o    Call Protection:
     o    76.4% of the pool (68 loans) has a lockout period ranging from 24 to
          48 payments from origination, then defeasance provisions.
     o    4.6% of the pool (8 loans) has a lockout period ranging from 25 to 47
          payments from origination, then the greater of a prepayment premium or
          yield maintenance.
     o    5.9% of the pool (17 loans) has a lockout period of 26 to 38 payments
          from origination, then either yield maintenance or defeasance.
     o    8.4% of the pool (1 loan) has no lockout period, but prepayments
          require the greater of a prepayment premium or yield maintenance.
     o    4.7% of the pool (1 loan) has a lockout period of 37 payments, then
          provides for defeasance with U.S. Government Securities followed by
          yield maintenance, or prepayment premium as described in the Footnotes
          To Appendix B in the Prospectus Supplement.
o    Bond Information: Cash flows are expected to be modeled by TREPP, CONQUEST
     and INTEX and are expected to be available on BLOOMBERG.

This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.



                                      D-2



                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6




OFFERED CERTIFICATES



---------- ---------------- ---------------- ------------------------ -------------- ------------- -------------- ---------------
               INITIAL
             CERTIFICATE                                                WEIGHTED                                   APPROXIMATE
             BALANCE OR                                                  AVERAGE      PRINCIPAL    ASSUMED FINAL     INITIAL
              NOTIONAL       SUBORDINATION          RATINGS               LIFE          WINDOW     DISTRIBUTION    PASS-THROUGH
  CLASS     AMOUNT(1)(6)        LEVELS            (MOODY'S/S&P)         (YRS.)(2)     (MOS.)(2)       DATE(2)        RATE(3)
---------- ---------------- ---------------- ------------------------ -------------- ------------- -------------- ---------------

A-1           $66,795,000       20.000%             Aaa / AAA              2.14          1-49        1/11/09          3.688%
A-2           $47,691,000       20.000%             Aaa / AAA              4.55          49-58      10/11/09          4.133%
A-3           $45,882,000       20.000%             Aaa / AAA              5.81          58-82      10/11/11          4.355%
A-4          $125,418,000       20.000%             Aaa / AAA              6.96          82-84      12/11/11          4.521%
A-5           $55,780,000       20.000%             Aaa / AAA              8.28         84-112       4/11/14          4.705%
A-6          $512,051,000       20.000%             Aaa / AAA              9.78         112-119     11/11/14          4.825%
X-2        $1,031,522,000           N/A             Aaa / AAA              6.00           N/A       12/11/12          0.732%
A-J           $69,357,000       13.500%             Aaa / AAA              9.92         119-120     12/11/14          4.868%



PRIVATE CERTIFICATES (4)



---------- ---------------- ---------------- --------------------------- ------------ ------------- ------------- ---------------
               INITIAL
             CERTIFICATE                                                  WEIGHTED                    ASSUMED       APPROXIMATE
             BALANCE OR                                                    AVERAGE     PRINCIPAL       FINAL         INITIAL
              NOTIONAL       SUBORDINATION            RATINGS               LIFE         WINDOW     DISTRIBUTION   PASS-THROUGH
  CLASS     AMOUNT(1) (5)       LEVELS             (MOODY'S/S&P)          (YRS.)(2)    (MOS.) (2)     DATE(2)        RATE(3)
---------- ---------------- ---------------- --------------------------- ------------ ------------- ------------- ---------------

X-1        $1,067,021,986           N/A              Aaa / AAA              9.03            N/A       11/11/24        0.067%
B             $33,344,000       10.375%               Aa2 / AA             10.25        120-139       7/11/16         4.945%
C             $10,670,000        9.375%              Aa3 / AA-             12.24        139-155       11/11/17        5.119%
D             $16,006,000        7.875%                A2 / A              13.77        155-172       4/11/19         5.279%
E             $10,670,000        6.875%               A3 / A-              14.31        172-172       4/11/19         5.406%
F             $14,671,000        5.500%             Baa1 / BBB+            14.31        172-172       4/11/19         5.445%
G              $9,337,000        4.625%              Baa2 / BBB            14.32        172-173       5/11/19         5.475%
H             $14,671,000        3.250%             Baa3 / BBB-            14.39        173-173       5/11/19         5.475%
J              $2,668,000        3.000%              Ba1 / BB+             14.39        173-173       5/11/19         4.672%
K              $4,001,000        2.625%               Ba2 / BB             14.40        173-174       6/11/19         4.672%
L              $5,335,000        2.125%              Ba3 / BB-             14.63        174-180       12/11/19        4.672%
M              $5,335,000        1.625%               B1 / B+              15.61        180-196       4/11/21         4.672%
N              $4,002,000        1.250%                B2 / B              16.77        196-207       3/11/22         4.672%
P              $1,333,000        1.125%               B3 / B-              17.40        207-211       7/11/22         4.672%
Q             $12,004,986        0.000%               NR / NR              18.86        211-239       11/11/24        4.672%



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

       (2)  Based on the structuring assumptions, assuming 0% CPR,
            described in the Prospectus Supplement. Principal Window is the
            period (expressed in terms of months and commencing with the
            month of January 2005) during which distributions of principal
            are expected to be made to the holders of each designated
            Class.

       (3)  The Class A-1, A-2, A-3, A-4, A-5, A-6 and A-J Certificates
            will each accrue interest at a fixed rate; the Class B, C, D,
            E, J, K, L, M, N, P and Q Certificates will each accrue
            interest at a fixed rate subject to a cap equal to the weighted
            average net mortgage rate; the Class F Certificates will accrue
            interest at a rate equal to the weighted average net mortgage
            rate minus 0.030%. The Class G and H Certificates will accrue
            interest at a rate equal to the weighted average net mortgage
            rate. The Class X-1 and X-2 Certificates will accrue interest
            at a variable rate. Initial Pass-Through Rates shown herein for
            the Class F, G, H, X-1 and X-2 Certificates are approximate.

       (4)  To be offered privately pursuant to Rule 144A.

       (5)  The Class X-1 Notional Amount is equal to the sum of all
            Certificate Balances outstanding from time to time.

       (6)  The Class X-2 Notional Amount is as described herein.

This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.



                                      D-3



                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6



I.  ISSUE CHARACTERISTICS
    ---------------------

     Issue Type:                       Public: Classes A-1, A-2, A-3, A-4, A-5,
                                       A-6, X-2 and A-J (the "Offered
                                       Certificates"). Private (Rule 144A):
                                       Classes X-1, B, C, D, E, F, G, H, J, K,
                                       L, M, N, P and Q.

     Securities                        Offered: $922,974,000 monthly pay,
                                       multi-class, sequential pay commercial
                                       mortgage REMIC Pass-Through Certificates,
                                       including seven principal and interest
                                       classes (Classes A-1, A-2, A-3, A-4, A-5,
                                       A-6 and A-J) and one interest only class
                                       (Class X-2).

     Mortgage Loan Sellers:            Prudential Mortgage Capital Funding, LLC
                                       ("PMCF"); Bear Stearns Commercial
                                       Mortgage, Inc. ("BSCMI"); Wells Fargo
                                       Bank, National Association ("WFB"); and
                                       Nationwide Life Insurance Company
                                       ("NLIC");

     Co-lead Bookrunning Managers:     Bear, Stearns & Co. Inc. and Morgan
                                       Stanley & Co. Incorporated

     Co-Managers:                      Wells Fargo Brokerage Services, LLC and
                                       Merrill Lynch, Pierce, Fenner & Smith
                                       Incorporated

     Master Servicers: (1)             Prudential Asset Resources, Inc. (with
                                       respect to the mortgage loans sold by
                                       PMCF) Wells Fargo Bank, National
                                       Association (with respect to the mortgage
                                       loans sold by BSCMI, WFB and NLIC)

     Special Servicer: (1)             ARCap Servicing, Inc.

     Certificate Administrator:        Wells Fargo Bank, National Association

     Trustee:                          LaSalle Bank National Association

     Fiscal Agent:                     ABN AMRO Bank N.V.

     Cut-Off Date:                     December 1, 2004 (2)

     Expected Closing Date:            On or about December 21, 2004.

     Distribution Dates:               The 11th of each month, commencing in
                                       January 2005 (or if the 11th is not a
                                       business day, the next succeeding
                                       business day).

     Minimum Denominations:            $25,000 for the Class A-1, A-2, A-3, A-4,
                                       A-5, A-6 and A-J Offered Certificates and
                                       notional amounts of $250,000 for the
                                       Class X-2 Offered Certificates, with
                                       investments in excess of the minimum
                                       denominations made in multiples of $1.

     Delivery:                         DTC, Euroclear and Clearstream.

     ERISA/SMMEA Status:               Classes A-1, A-2, A-3, A-4, A-5, A-6, X-2
                                       and A-J are expected to be ERISA
                                       eligible. No Class of Certificates is
                                       SMMEA eligible.

     Rating Agencies:                  The Offered Certificates will be rated by
                                       Moody's Investors Service, Inc. and
                                       Standard & Poor's Ratings Services

     Risk Factors:                     THE CERTIFICATES INVOLVE CERTAIN RISKS
                                       AND MAY NOT BE SUITABLE FOR ALL
                                       INVESTORS. SEE THE "RISK FACTORS" SECTION
                                       OF THE PROSPECTUS SUPPLEMENT AND THE
                                       "RISK FACTORS" SECTION OF THE PROSPECTUS.

     (1)  The Lincoln Square Loan is principally serviced and administered under
          a separate pooling and servicing agreement relating to the BSCMSI
          2004-PWR4 trust. See "Summary of Split Loan Structures" below.

     (2)  The cut-off date with respect to each Mortgage Loan is the due date
          for the monthly debt service payment that is due in December 2004 (or,
          in the case of any mortgage loan that has its first due date in
          January 2005, the date that would have been its due date in December
          2004 under the terms of such mortgage loan if a monthly payment were
          scheduled to be due in such month).


This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.

                                      D-4


                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6

II. STRUCTURE CHARACTERISTICS
    -------------------------

The Class A-1, A-2, A-3, A-4, A-5, A-6 and A-J Certificates will each accrue
interest at a fixed rate; the Class B, C, D, E, J, K, L, M, N, P and Q
Certificates will each accrue interest at a fixed rate subject to a cap equal to
the weighted average net mortgage rate; the Class F Certificates will accrue
interest at a rate equal to the weighted average net mortgage rate minus 0.030%.
The Class G and H Certificates will accrue interest at a rate equal to the
weighted average net mortgage rate. The Class X-1 and X-2 Certificates will
accrue interest at a variable rate. Initial Pass-Through Rates shown herein for
the Class F, G, H, X-1 and X-2 Certificates are approximate.


IO STRUCTURE:
   ----------


[GRAPHIC OMITTED]



                                       Month    0   12  24  36  48  60  72  84  96  Maturity

Class A-1      Aaa/AAA      3.688%                                                              $66.8MM
Class A-2      Aaa/AAA      4.133%                                                              $47.7MM
Class A-3      Aaa/AAA      4.355%                                                              $45.9MM
Class A-4      Aaa/AAA      4.521%                                                             $125.4MM
Class A-5      Aaa/AAA      4.705%                                                              $55.8MM
Class A-6      Aaa/AAA      4.825%                                                             $512.1MM
Class A-J      Aaa/AAA      4.868%                                                              $69.4MM
Class B        Aa2/AA       4.945%                                                              $33.3MM
Class C        Aa3/AA-      5.119%                                                              $10.7MM
Class D        A2/A         5.279%                                                              $16.0MM
Class E        A3/A-        5.406%                                                              $10.7MM
Class F        Baa1/BBB+    5.445%                                                              $14.7MM
Class G        Baa2/BBB     5.475%                                                               $9.3MM
Class H        Baa3/BBB-    5.475%                                                              $14.7MM
Class J        Ba1/BB+      4.672%                                                               $2.7MM
Class K        Ba2/BB-      4.672%                                                               $4.0MM
Class L        Ba3/BB-      4.672%                                                               $5.3MM
Class M-Q      B1/B+ to NR  4.672%                                                              $22.7MM

               x-1 + x-2 IO Strip              X-1 Notional          X-2 Notional


This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.



                                      D-5


                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6

                      CLASS X-1 AND X-2 NOTIONAL BALANCES:

The Notional Amount of the Class X-1 Certificates will be equal to the aggregate
of the Certificate Balances of the classes of Principal Balance Certificates
outstanding from time to time. The Notional Amount of the Class X-2 Certificates
will equal:

     o   during the period from the Closing Date through and including the
         Distribution Date occurring in December 2005, the sum of (a) the lesser
         of $53,970,000 and the Certificate Balance of the Class A-1
         Certificates outstanding from time to time and (b) the aggregate of the
         Certificate Balances of the Class A-2 Class A-3, Class A-4, Class A-5,
         Class A-6, Class A-J, Class B, Class C, Class D, Class E, Class F,
         Class G, Class H, Class J, Class K, and Class L Certificates
         outstanding from time to time;

     o   during the period following the Distribution Date occurring in December
         2005 through and including the Distribution Date occurring in December
         2006, the sum of (a) the lesser of $1,485,000 and the Certificate
         Balance of the Class A-1 Certificates outstanding from time to time and
         (b) the aggregate of the Certificate Balances of the Class A-2, Class
         A-3, Class A-4, Class A-5, Class A-6, Class A-J, Class B, Class C,
         Class D, Class E, Class F, Class G, Class H, Class J, Class K, and
         Class L Certificates outstanding from time to time;

     o   during the period following the Distribution Date occurring in December
         2006 through and including the Distribution Date occurring in December
         2007, the sum of (a) the lesser of $41,185,000 and the Certificate
         Balance of the Class A-3 Certificates outstanding from time to time,
         (b) the aggregate of the Certificate Balances of the Class A-4, Class
         A-5, Class A-6, Class A-J, Class B, Class C, Class D, Class E, Class F,
         and Class G Certificates outstanding from time to time, and (c) the
         lesser of $8,089,000 and the Certificate Balance of the Class H
         Certificates outstanding from time to time;

     o   during the period following the Distribution Date occurring in December
         2007 through and including the Distribution Date occurring in December
         2008, the sum of (a) the lesser of $111,457,000 and the Certificate
         Balance of the Class A-4 Certificates outstanding from time to time,
         (b) the aggregate of the Certificate Balances of the Class A-5, Class
         A-6, Class A-J, Class B, Class C, Class D, and Class E Certificates
         outstanding from time to time and (c) the lesser of $12,878,000 and the
         Certificate Balance of the Class F Certificates outstanding from time
         to time;

     o   during the period following the Distribution Date occurring in December
         2008 through and including the Distribution Date occurring in December
         2009, the sum of (a) the lesser of $43,119,000 and the Certificate
         Balance of the Class A-4 Certificates outstanding from time to time,
         (b) the aggregate of the Certificate Balances of the Class A-5, Class
         A-6, Class A-J, Class B, Class C, and Class D Certificates outstanding
         from time to time and (c) the lesser of $5,947,000 and the Certificate
         Balance of the Class E Certificates outstanding from time to time;

     o   during the period following the Distribution Date occurring in December
         2009 through and including the Distribution Date occurring in December
         2010, the sum of (a) the lesser of $50,795,000 and the Certificate
         Balance of the Class A-5 Certificates outstanding from time to time,
         (b) the aggregate of the Certificate Balances of the Class A-6, Class
         A-J, Class B, and Class C Certificates outstanding from time to time
         and (c) the lesser of $6,117,000 and the Certificate Balance of the
         Class D Certificates outstanding from time to time;

     o   during the period following the Distribution Date occurring in December
         2010 through and including the Distribution Date occurring in December
         2011, the sum of (a) the lesser of $438,343,000 and the Certificate
         Balance of the Class A-6 Certificates outstanding from time to time,
         (b) the Certificate Balance of the Class A-J and Class B Certificates
         outstanding from time to time and (c) the lesser of $2,290,000 and the
         Certificate Balance of the Class C Certificates outstanding from time
         to time;

     o   during the period following the Distribution Date occurring in December
         2011 through and including the Distribution Date occurring in December
         2012, the sum of (a) the lesser of $403,646,000 and the Certificate
         Balance of the Class A-6 Certificates outstanding from time to time,
         (b) the Certificate Balance of the Class A-J Certificates outstanding
         from time to time and (c) the lesser of $23,934,000 and the Certificate
         Balance of the Class B Certificates outstanding from time to time; and

     o   following the Distribution Date occurring in December 2012, $0.

This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.

                                      D-6



                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6


III. COLLATERAL CHARACTERISTICS
     --------------------------


CUT-OFF DATE BALANCE ($)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
652,838 - 2,000,000             9        13,171,755      1.2
2,000,001 - 3,000,000          10        24,043,078      2.3
3,000,001 - 5,000,000          28       110,894,029     10.4
5,000,001 - 7,000,000          16        95,240,519      8.9
7,000,001 - 9,000,000           3        23,796,192      2.2
9,000,001 - 11,000,000          2        19,068,125      1.8
11,000,001 - 13,000,000         4        46,615,825      4.4
13,000,001 - 15,000,000         3        42,456,881      4.0
15,000,001 - 17,000,000         2        32,517,504      3.0
17,000,001 - 19,000,000         4        72,679,974      6.8
19,000,001 - 21,000,000         3        59,488,196      5.6
21,000,001 - 31,000,000         5       118,382,967     11.1
31,000,001 - 41,000,000         1        32,950,595      3.1
41,000,001 - 61,000,000         3       160,907,670     15.1
61,000,001 - 125,000,000        2       214,808,675     20.1
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 652,838           Max: 125,000,000    Average: 11,231,810
----------------------------------------------------------------


STATE
----------------------------------------------------------------
                            NO. OF       AGGREGATE
                           MORTGAGE     CUT-OFF DATE    % OF
                          PROPERTIES     BALANCE ($)    POOL
----------------------------------------------------------------
Texas                           7       155,621,815     14.6
New York                        3       130,193,147     12.2
California                     25       127,924,734     12.0
     Southern California       19        90,368,162      8.5
     Northern California        6        37,556,573      3.5
Florida                         6        82,787,665      7.8
Pennsylvania                    7        65,804,346      6.2
Ohio                            2        62,569,754      5.9
New Jersey                     12        55,029,910      5.2
District of Columbia            1        49,914,589      4.7
Massachusetts                   3        39,612,766      3.7
Utah                            3        34,131,301      3.2
Other                          47       263,431,959     24.7
----------------------------------------------------------------
TOTAL:                        116     1,067,021,986    100.0
----------------------------------------------------------------


PROPERTY TYPE
----------------------------------------------------------------
                            NO. OF       AGGREGATE
                           MORTGAGE     CUT-OFF DATE    % OF
                          PROPERTIES     BALANCE ($)    POOL
----------------------------------------------------------------
Retail                         45       441,616,552     41.4
Office                         15       305,719,330     28.7
Hospitality                     5        94,456,416      8.9
Multifamily                    19        88,524,636      8.3
Industrial                     20        67,696,395      6.3
Mixed Use                       4        30,929,553      2.9
Manufactured Housing
Community                       2        21,793,099      2.0
Self Storage                    3         9,881,930      0.9
Land                            3         6,404,075      0.6
----------------------------------------------------------------
TOTAL:                        116     1,067,021,986    100.0
----------------------------------------------------------------



MORTGAGE RATE (%)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
5.0300% - 5.2500%               9       197,819,629     18.5
5.2501% - 5.5000%              22       322,015,271     30.2
5.5001% - 5.7500%              29       296,903,521     27.8
5.7501% - 6.0000%              21       211,944,718     19.9
6.0001% - 6.2500%              10        29,461,609      2.8
6.2501% - 6.5000%               3         3,440,250      0.3
6.5001% - 6.7600%               1         5,436,989      0.5
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 5.0300               Max: 6.7600        Wtd Avg: 5.5279
----------------------------------------------------------------


ORIGINAL TERM TO STATED MATURITY OR ARD (MOS)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
60                              4        32,248,912      3.0
61 - 84                         4       140,074,893     13.1
85 - 120                       73       720,280,093     67.5
121 - 240                      14       174,418,088     16.3
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 60                   Max: 240           Wtd Avg: 127
----------------------------------------------------------------


REMAINING TERM TO STATED MATURITY OR ARD (MOS)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
49 - 60                         4        32,248,912      3.0
61 - 84                         4       140,074,893     13.1
85 - 120                       73       720,280,093     67.5
121 - 239                      14       174,418,088     16.3
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 49                   Max: 239           Wtd Avg: 124
----------------------------------------------------------------


CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
33.5 - 40.0                     1         3,420,959      0.3
45.1 - 50.0                     3        62,747,213      5.9
50.1 - 55.0                     3        10,385,889      1.0
55.1 - 60.0                    14       112,126,009     10.5
60.1 - 65.0                    12        64,393,520      6.0
65.1 - 70.0                    14       286,300,265     26.8
70.1 - 75.0                    21       202,683,630     19.0
75.1 - 83.3                    27       324,964,502     30.5
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 33.5                 Max: 83.3          Wtd Avg: 68.9
----------------------------------------------------------------



LOAN-TO-VALUE RATIO AT MATURITY OR ARD (%)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
0.5 - 25.0                     11        91,066,510      8.5
25.1 - 30.0                     2         8,857,949      0.8
35.1 - 40.0                     3        61,684,052      5.8
40.1 - 45.0                     2         8,394,559      0.8
45.1 - 50.0                     7        66,102,387      6.2
50.1 - 55.0                    16       145,447,483     13.6
55.1 - 60.0                    13       278,457,346     26.1
60.1 - 65.0                    21       154,281,336     14.5
65.1 - 70.0                    18       244,252,999     22.9
70.1 - 71.9                     2         8,477,366      0.8
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 0.5                  Max: 71.9          Wtd Avg: 53.4
----------------------------------------------------------------


DEBT SERVICE COVERAGE RATIOS (X)
----------------------------------------------------------------
                             NO. OF      AGGREGATE
                            MORTGAGE    CUT-OFF DATE    % OF
                              LOANS      BALANCE ($)    POOL
----------------------------------------------------------------
1.16 - 1.20                     3         8,835,352      0.8
1.21 - 1.30                     8        57,167,942      5.4
1.31 - 1.40                    26       320,070,816     30.0
1.41 - 1.50                    16       172,326,551     16.2
1.51 - 1.60                    18       216,839,411     20.3
1.61 - 1.70                     6        66,808,132      6.3
1.71 - 1.80                     4        54,800,000      5.1
1.81 - 1.90                     5        54,248,157      5.1
1.91 - 2.00                     1        13,500,000      1.3
2.01 - 2.10                     4        19,298,581      1.8
2.11 - 2.20                     2        25,649,669      2.4
2.31 - 2.90                     2        57,477,375      5.4
----------------------------------------------------------------
TOTAL:                         95     1,067,021,986    100.0
----------------------------------------------------------------
Min: 1.16                 Max: 2.90          Wtd Avg: 1.58
----------------------------------------------------------------

All numerical information concerning the mortgage loans is approximate. All
weighted average information regarding the mortgage loans reflects the
weighting of the mortgage loans based on their outstanding principal balances
as of the Cut-off Date. State and Property Type tables reflect allocated loan
amounts in the case of mortgage loans secured by multiple properties. Original
and Remaining Term to Stated Maturity tables are based on the anticipated
repayment dates for mortgage loans with anticipated repayment dates. The sum of
numbers and percentages in columns may not match the "Total" due to rounding.
The loan-to-value ratios and debt service coverage ratios with respect to each
mortgage loan that has one or more related non-pooled pari passu companion
loans are calculated in a manner that reflects the aggregate indebtedness
evidenced by that mortgage loan and those related non-pooled pari passu
companion loans collectively.

This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.


                                      D-7


                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6


IV. LARGE LOAN DESCRIPTION
    ----------------------


                                TEN LARGEST LOANS
                                -----------------



------------------------------------------------------------------------------------------------------------------
                                                                                 PROPERTY     CUT-OFF DATE
  NO.               PROPERTY NAME                        CITY          STATE       TYPE         BALANCE
  ---               -------------                        ----          -----     --------     ------------

  1.    11 Penn Plaza (1)                          New York              NY       Office      $125,000,000
  2.    Highland Village                           Houston               TX       Retail       $89,808,675
  3.    Eton Collection                            Woodmere              OH       Retail       $56,936,666
  4.    Hilton Sandestin Beach Golf Resort & Spa   Destin                FL     Hospitality    $54,056,416
  5.    Lincoln Square (2)                         Washington            DC       Office       $49,914,589
  6.    BAMC Building                              San Antonio           TX       Office       $32,950,595
  7.    Plymouth Square Shopping Center (3)        Plymouth Meeting      PA       Retail       $28,000,000
  8.    Waterfront I & II (4)                      Alexandria            VA       Office       $24,000,000
  9.    The Pointe at 53rd (5)                     Murray                UT       Retail       $22,900,000
 10.    Caruth Plaza                               Dallas                TX       Retail       $22,331,405
               TOTAL/WEIGHTED AVERAGE                                                         $505,898,346


----------------------------------------------------------------------------------------------------------------------
                                                     % OF      UNITS/    LOAN PER    U/W   CUT-OFF DATE  BALLOON/ARD
  NO.               PROPERTY NAME                    POOL        SF       UNIT/SF    DSCR       LTV          LTV
  ---               -------------                    ----      ------    --------    ----  ------------  -----------

  1.    11 Penn Plaza (1)                            11.7%   1,029,554    $213.68    1.56x      66.7%       59.4%
  2.    Highland Village                              8.4%    331,444     $270.96    1.46x      67.5%       56.3%
  3.    Eton Collection                               5.3%    286,643     $198.63    1.36x      75.9%       69.2%
  4.    Hilton Sandestin Beach Golf Resort & Spa      5.1%      598       $90,395    2.62x      48.7%       37.4%
  5.    Lincoln Square (2)                            4.7%    404,095     $395.27    1.32x      72.6%       53.5%
  6.    BAMC Building                                 3.1%    199,231     $165.39    1.34x      71.3%       55.0%
  7.    Plymouth Square Shopping Center (3)           2.6%    275,685     $101.57    1.80x      79.1%       60.8%
  8.    Waterfront I & II (4)                         2.2%    146,044     $164.33    1.64x      75.0%       65.7%
  9.    The Pointe at 53rd (5)                        2.1%    185,666     $123.34    1.52x      77.6%       66.0%
 10.    Caruth Plaza                                  2.1%    201,411     $110.87    1.29x      76.3%       64.3%
               TOTAL/WEIGHTED AVERAGE                47.4%                           1.60X      68.8%       57.6%




(1)  The $125,000,000 loan represents a 56.8% pari passu portion of a
     $220,000,000 first mortgage loan. All Loan per Unit/SF, DSCR and LTV
     numbers presented in the table are based on the entire first mortgage loan.
(2)  The $49,914,589 loan represents a 31.3% pari passu portion of a
     $159,726,684 first mortgage loan. All Loan per Unit/SF, DSCR and LTV
     numbers presented in the table are based on the entire first mortgage loan.
(3)  The loan is interest only for the initial 24 months of the loan term and
     thereafter is scheduled to amortize based upon a 360-month amortization
     term. The U/W DSCR presented in the table is based on scheduled debt
     service prior to the commencement of amortization.
(4)  The loan is interest only for the initial 18 months of the loan term and
     thereafter is scheduled to amortize based upon a 360-month amortization
     term. The U/W DSCR presented in the table is based on scheduled debt
     service prior to the commencement of amortization.
(5)  The loan is interest only for the initial 6 months of the loan term and
     thereafter is scheduled to amortize based upon a 360-month amortization
     term. The U/W DSCR presented in the table is based on scheduled debt
     service prior to the commencement of amortization.



                                      D-8


                           $922,974,000 (APPROXIMATE)
               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2004-PWR6

V. SUMMARY OF SPLIT LOAN STRUCTURES



-------------------------- ------------------------- ----------------------- -------------------------- ------------------------
      PROPERTY NAME         RELATED NOTES IN LOAN     WHETHER NOTE IS HELD        HOLDER OF NOTE         WHETHER NOTE IS LEAD
                           GROUP (ORIGINAL BALANCE)   BY SERIES 2004-PWR6                                  SERVICER FOR THE
                                                           TRUST FUND                                    ENTIRE LOAN GROUP (1)

11 Penn Plaza              Senior A Notes (pari passu with each other)
                                $125,000,000                  Yes            BSCMSI Series 2004 - PWR6            Yes

                                 $95,000,000 (4)              No (4)             Prudential Mortgage             No (4)
                                                                               Capital Funding, LLC
                           Subordinate B Note
                                     None                     N/A                       N/A                       N/A
Lincoln Square             Senior A Notes (pari passu with each other)
                                 $60,000,000                   No            BSCMSI Series 2004 - PWR4            Yes

                                 $50,000,000                   No            BSCMSI Series 2004 - PWR5            No

                                 $50,000,000                  Yes            BSCMSI Series 2004 - PWR6            No

                           Subordinate B Note
                                     None                     N/A                       N/A                       N/A




--------------------------  -------------------------------------------------  ------------------------- ------------------------
      PROPERTY NAME                     RELATED NOTES IN LOAN                  CURRENT MASTER SERVICER       CURRENT SPECIAL
                                       GROUP (ORIGINAL BALANCE)                FOR SECURITIZED NOTE (2)       SERVICER FOR
                                                                                                          SECURITIZED NOTE (3)

11 Penn Plaza               Senior A Notes (pari passu with each other)
                                          $125,000,000                          Prudential Asset       ARCap Servicing, Inc.
                                                                                Resources, Inc.
                                           $95,000,000 (4)                          N/A (4)                   N/A (4)

                                       Subordinate B Note
                                               None                                   N/A                       N/A
Lincoln Square              Senior A Notes (pari passu with each other)
                                           $60,000,000                            Well Fargo Bank,       ARCap Servicing, Inc.
                                                                                National Association
                                           $50,000,000                            Well Fargo Bank,      Midland Loan Services,
                                                                                National Association             Inc.
                                           $50,000,000                            Well Fargo Bank,       ARCap Servicing, Inc.
                                                                                 National Association
                                       Subordinate B Note
                                               None                                   N/A                       N/A





(1)  Indicates whether the pooling and servicing agreement for the trust that
     holds the relevant note or tranche is also the pooling and servicing
     agreement under which the entire loan group is principally serviced and
     administered.
(2)  Indicates the identity of the master servicer for the holder of the
     relevant note, whether or not the same entity is the master servicer under
     the pooling and servicing agreement under which the entire loan group is
     principally serviced and administered.
(3)  Indicates the identity of the special servicer for the holder of the
     relevant note, whether or not the same entity is the special servicer under
     the pooling and servicing agreement under which the entire loan group is
     principally serviced and administered.
(4)  Not yet securitized.

This information has been prepared solely for information purposes and is not an
offer to buy or sell or solicitation of an offer to buy or sell any security or
instrument or to participate in any trading strategy. No representation or
warranty can be given with respect to the accuracy or completeness of the
information, or that any future offer of securities will conform to the terms
hereof. If any such offer of securities is made, it will be made pursuant to a
definitive Prospectus and Prospectus Supplement, prepared by the Depositor,
which will contain material information not contained herein and to which
prospective purchasers are referred. In the event of any such offering, this
information shall be deemed superseded in its entirety by such Prospectus and
Prospectus Supplement. ANY DECISION TO INVEST IN SUCH SECURITIES SHOULD BE MADE
ONLY AFTER REVIEWING SUCH PROSPECTUS AND PROSPECTUS SUPPLEMENT. Bear, Stearns &
Co. Inc., Morgan Stanley & Co. Incorporated, Wells Fargo Brokerage Services, LLC
and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Underwriters")
disclaim any and all liability relating to this information, including without
limitation, any express or implied representations or warranties for, statements
contained in, and omissions from, this information. This information should only
be considered after reading the Statement Regarding Assumptions as to
Securities, Pricing Estimates, and Other Information (the "Statement") which is
attached. Do not use or rely on this information if you have not received the
Statement. You may obtain a copy of the Statement from your sales
representative.


                                      D-9





                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                   APPENDIX E

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES


         Except in limited circumstances, the globally offered series 2004-PWR6
Commercial Mortgage Pass-Through Certificates, class A-1, A-2, A-3, A-4, A-5,
A-6, X-2 and A-J, will be available only in book-entry form.

         The book-entry certificates will be tradable as home market instruments
in both the European and U.S. domestic markets. Initial settlement and all
secondary trades will settle in same-day funds.

         Secondary market trading between investors holding book-entry
certificates through Clearstream and Euroclear will be conducted in the ordinary
way in accordance with their normal rules and operating procedures and in
accordance with conventional Eurobond practice, which is seven calendar days'
settlement.

         Secondary market trading between investors holding book-entry
certificates through DTC will be conducted according to the rules and procedures
applicable to U.S. corporate debt obligations.

         Secondary cross-market trading between member organizations of
Clearstream or Euroclear and DTC participants holding book-entry certificates
will be accomplished on a delivery against payment basis through the respective
depositaries of Clearstream and Euroclear, in that capacity, as DTC
participants.

         As described under "U.S. Federal Income Tax Documentation Requirements"
below, non-U.S. holders of book-entry certificates will be subject to U.S.
withholding taxes unless those holders meet specific requirements and deliver
appropriate U.S. tax documents to the securities clearing organizations of their
participants.

INITIAL SETTLEMENT

         All certificates of each class of offered certificates will be held in
registered form by DTC in the name of Cede & Co. as nominee of DTC. Investors'
interests in the book-entry certificates will be represented through financial
institutions acting on their behalf as direct and indirect DTC participants. As
a result, Clearstream and Euroclear will hold positions on behalf of their
member organizations through their respective depositaries, which in turn will
hold positions in accounts as DTC participants.

         Investors' securities custody accounts will be credited with their
holdings against payment in same-day funds on the settlement date.

         Investors electing to hold their book-entry certificates through
Clearstream or Euroclear accounts will follow the settlement procedures
applicable to conventional Eurobonds, except that there will be no temporary
global security and no "lock up" or restricted period. Global securities will be
credited to the securities custody accounts on the settlement date against
payment in same-day funds.

SECONDARY MARKET TRADING

         Since the purchaser determines the place of delivery, it is important
to establish at the time of the trade where both the purchaser's and seller's
accounts are located to ensure that settlement can be made on the desired value
date.

         Trading between DTC Participants. Secondary market trading between DTC
participants will be settled in same-day funds.

         Trading between Clearstream and/or Euroclear Participants. Secondary
market trading between member organizations of Clearstream or Euroclear will be
settled using the procedures applicable to conventional Eurobonds in same-day
funds.




                                      E-1


         Trading between DTC Seller and Clearstream or Euroclear Purchaser. When
book-entry certificates are to be transferred from the account of a DTC
participant to the account of a member organization of Clearstream or Euroclear,
the purchaser will send instructions to Clearstream or Euroclear through that
member organization at least one business day prior to settlement. Clearstream
or Euroclear, as the case may be, will instruct the respective depositary to
receive the book-entry certificates against payment. Payment will include
interest accrued on the book-entry certificates from and including the first day
of the calendar month in which the last coupon payment date occurs (or, if no
coupon payment date has occurred, from and including December 1, 2004) to and
excluding the settlement date, calculated on the basis of a year of 360 days
consisting of twelve 30-day months. Payment will then be made by participant's
account against delivery of the book-entry certificates. After settlement has
been completed, the book-entry certificates will be credited to the respective
clearing system and by the clearing system, in accordance with its usual
procedures, to the account of the member organization of Clearstream or
Euroclear, as the case may be. The securities credit will appear the next day,
European time, and the cash debit will be back-valued to, and the interest on
the book-entry certificates will accrue from, the value date, which would be the
preceding day when settlement occurred in New York. If settlement is not
completed on the intended value date, which means the trade fails, the
Clearstream or Euroclear cash debit will be valued instead as of the actual
settlement date.

         Member organizations of Clearstream and Euroclear will need to make
available to the respective clearing systems the funds necessary to process
same-day funds settlement. The most direct means of doing so is to pre-position
funds for settlement, either from cash on hand or existing lines of credit, as
they would for any settlement occurring within Clearstream or Euroclear. Under
this approach, they may take on credit exposure to Clearstream or Euroclear
until the book-entry certificates are credited to their accounts one day later.

         As an alternative, if Clearstream or Euroclear has extended a line of
credit to them, member organizations of Clearstream or Euroclear can elect not
to pre-position funds and allow that credit line to be drawn upon to finance
settlement. Under this procedure, the member organizations purchasing book-entry
certificates would incur overdraft charges for one day, assuming they cleared
the overdraft when the book-entry certificates were credited to their accounts.
However, interest on the book-entry certificates would accrue from the value
date. Therefore, in many cases the investment income on the book-entry
certificates earned during that one-day period may substantially reduce or
offset the amount of those overdraft charges, although this result will depend
on the cost of funds of the respective member organization of Clearstream or
Euroclear.

         Since the settlement is taking place during New York business hours,
DTC participants can employ their usual procedures for sending book-entry
certificates to the respective depositary for the benefit of member
organizations of Clearstream or Euroclear. The sale proceeds will be available
to the DTC seller on the settlement date. Thus, to the DTC participant a
cross-market transaction will settle no differently than a trade between two DTC
participants.

         Trading between Clearstream or Euroclear Seller and DTC Purchaser. Due
to time zone differences in their favor, member organizations of Clearstream or
Euroclear may employ their customary procedures for transactions in which
book-entry certificates are to be transferred by the respective clearing system,
through the respective depositary, to a DTC participant. The seller will send
instructions to Clearstream or Euroclear through a member organization of
Clearstream or Euroclear at least one business day prior to settlement. In these
cases, Clearstream or Euroclear, as appropriate, will instruct the respective
depositary to deliver the book-entry certificates to the DTC participant's
account against payment. Payment will include interest accrued on the book-entry
certificates from and including the first day of the calendar month in which the
last coupon payment date occurs (or, if no coupon payment date has occurred,
from and including December 1, 2004) to and excluding the settlement date,
calculated on the basis of a year of 360 days consisting of twelve 30-day
months. The payment will then be reflected in the account of the member
organization of Clearstream or Euroclear the following day, and receipt of the
cash proceeds in the account of that member organization of Clearstream or
Euroclear would be back-valued to the value date, which would be the preceding
day, when settlement occurred in New York. Should the member organization of
Clearstream or Euroclear have a line of credit with its respective clearing
system and elect to be in debit in anticipation of receipt of the sale proceeds
in its account, the back-valuation will extinguish any overdraft charges
incurred over the one-day period. If settlement is not completed on the intended
value date, which means the trade fails, receipt of the cash proceeds in the
account of the member organization of Clearstream or Euroclear would be valued
instead as of the actual settlement date.



                                      E-2


         Finally, day traders that use Clearstream or Euroclear and that
purchase book-entry certificates from DTC participants for delivery to member
organizations of Clearstream or Euroclear should note that these trades would
automatically fail on the sale side unless affirmative action were taken. At
least three techniques should be readily available to eliminate this potential
problem:

         o      borrowing through Clearstream or Euroclear for one day, until
                the purchase side of the day trade is reflected in their
                Clearstream or Euroclear accounts, in accordance with the
                clearing system's customary procedures;

         o      borrowing the book-entry certificates in the United States from
                a DTC participant no later than one day prior to settlement,
                which would allow sufficient time for the book-entry
                certificates to be reflected in their Clearstream or Euroclear
                accounts in order to settle the sale side of the trade; or

         o      staggering the value dates for the buy and sell sides of the
                trade so that the value date for the purchase from the DTC
                participant is at least one day prior to the value date for the
                sale to the member organization of Clearstream or Euroclear.

CERTAIN U.S. FEDERAL INCOME TAX DOCUMENTATION REQUIREMENTS

         A holder that is not a "United States person" (a "U.S. person") within
the meaning of Section 7701(a)(30) of the Internal Revenue Code (a "non-U.S.
holder") holding a book-entry certificate through Clearstream, Euroclear or DTC
may be subject to U.S. withholding tax unless such holder provides certain
documentation to the issuer of such holder's book-entry certificate, the paying
agent or any other entity required to withhold tax (any of the foregoing, a
"U.S. withholding agent") establishing an exemption from withholding. A non-U.S.
holder may be subject to withholding unless each U.S. withholding agent
receives:

           1.     from a non-U.S. holder that is classified as a corporation for
                  U.S. federal income tax purposes or is an individual, and is
                  eligible for the benefits of the portfolio interest exemption
                  or an exemption (or reduced rate) based on a treaty, a duly
                  completed and executed IRS Form W-8BEN (or any successor
                  form);

           2.     from a non-U.S. holder that is eligible for an exemption on
                  the basis that the holder's income from the certificate is
                  effectively connected to its U.S. trade or business, a duly
                  completed and executed IRS Form W-8ECI (or any successor
                  form);

           3.     from a non-U.S. holder that is classified as a partnership for
                  U.S. federal income tax purposes, a duly completed and
                  executed IRS Form W-8IMY (or any successor form) with all
                  supporting documentation (as specified in the U.S. Treasury
                  Regulations) required to substantiate exemptions from
                  withholding on behalf of its partners; certain partnerships
                  may enter into agreements with the IRS providing for different
                  documentation requirements and it is recommended that such
                  partnerships consult their tax advisors with respect to these
                  certification rules;

           4.     from a non-U.S. holder that is an intermediary (i.e., a person
                  acting as a custodian, a broker, nominee or otherwise as an
                  agent for the beneficial owner of a certificate):

                (a)   if the intermediary is a "qualified intermediary" within
                      the meaning of section 1.1441-1(e)(5)(ii) of the U.S.
                      Treasury Regulations (a "qualified intermediary"), a duly
                      completed and executed IRS Form W-8IMY (or any successor
                      or substitute form)--

                      (i)    stating the name, permanent residence address and
                             qualified intermediary employer identification
                             number of the qualified intermediary and the
                             country under the laws of which the qualified
                             intermediary is created, incorporated or governed,

                      (ii)   certifying that the qualified intermediary has
                             provided, or will provide, a withholding statement
                             as required under section 1.1441-1(e)(5)(v) of the
                             U.S. Treasury Regulations,

                      (iii)  certifying that, with respect to accounts it
                             identifies on its withholding statement, the
                             qualified intermediary is not acting for its own
                             account but is acting as a qualified intermediary,
                             and



                                      E-3


                      (iv)   providing any other information, certifications, or
                             statements that may be required by the IRS Form
                             W-8IMY or accompanying instructions in addition to,
                             or in lieu of, the information and certifications
                             described in section 1.1441-1(e)(3)(ii) or
                             1.1441-1(e)(5)(v) of the U.S. Treasury Regulations;
                             or

                (b)   if the intermediary is not a qualified intermediary (a
                      "nonqualified intermediary"), a duly completed and
                      executed IRS Form W-8IMY (or any successor or substitute
                      form)--

                      (i)    stating the name and permanent residence address of
                             the nonqualified intermediary and the country under
                             the laws of which the nonqualified intermediary is
                             created, incorporated or governed,

                      (ii)   certifying that the nonqualified intermediary is
                             not acting for its own account,

                      (iii)  certifying that the nonqualified intermediary has
                             provided, or will provide, a withholding statement
                             that is associated with the appropriate IRS Forms
                             W-8 and W-9 required to substantiate exemptions
                             from withholding on behalf of such nonqualified
                             intermediary's beneficial owners, and

                      (iv)   providing any other information, certifications or
                             statements that may be required by the IRS Form
                             W-8IMY or accompanying instructions in addition to,
                             or in lieu of, the information, certifications, and
                             statements described in section 1.1441-1(e)(3)(iii)
                             or (iv) of the U.S. Treasury Regulations; or

           5.     from a non-U.S. holder that is a trust, depending on whether
                  the trust is classified for U.S. federal income tax purposes
                  as the beneficial owner of the certificate, either an IRS Form
                  W-8BEN or W-8IMY; any non-U.S. holder that is a trust should
                  consult its tax advisors to determine which of these forms it
                  should provide.

         All non-U.S. holders will be required to update the above-listed forms
and any supporting documentation in accordance with the requirements under the
U.S. Treasury Regulations. These forms generally remain in effect for a period
starting on the date the form is signed and ending on the last day of the third
succeeding calendar year, unless a change in circumstances makes any information
on the form incorrect. Under certain circumstances, an IRS Form W-8BEN, if
furnished with a taxpayer identification number, remains in effect until the
status of the beneficial owner changes, or a change in circumstances makes any
information on the form incorrect.

         In addition, all holders, including holders that are U.S. persons,
holding book-entry certificates through Clearstream, Euroclear or DTC may be
subject to backup withholding unless the holder--

         o      provides the appropriate IRS Form W-8 (or any successor or
                substitute form), duly completed and executed, if the holder is
                a non-U.S. holder;

         o      provides a duly completed and executed IRS Form W-9, if the
                holder is a U.S. person; or

         o      can be treated as a "exempt recipient" within the meaning of
                section 1.6049-4(c)(1)(ii) of the U.S. Treasury Regulations
                (e.g., a corporation or a financial institution such as a bank).

         This summary does not deal with all of the aspects of U.S. federal
income tax withholding or backup withholding that may be relevant to investors
that are non-U.S. holders. Such holders are advised to consult their own tax
advisors for specific tax advice concerning their holding and disposing of
book-entry certificates.


                                      E-4


PROSPECTUS

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                              (ISSUABLE IN SERIES)

               BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES II INC.
                                   (DEPOSITOR)

     Consider carefully the risk factors beginning on page 2 in this prospectus.

     The securities to be issued are mortgage backed certificates issued by a
trust. The securities represent interests only in the related trust fund and do
not represent interests in or obligations of Bear Stearns Commercial Mortgage
Securities II Inc.

     Unless otherwise specified in the applicable prospectus supplement, neither
the certificates nor the underlying assets are insured or guaranteed by any
governmental agency or other person.

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

THE TRUST FUNDS--

     (1) A new trust fund will be established to issue each series of
certificates.

     (2) Each trust fund will consist primarily of loans secured by pledges of
commercial, multifamily residential or mixed use properties.

     (3) A new trust fund may also include letters of credit, insurance
policies, guarantees, reserve funds or other types of credit support, and
interest rate exchange agreements, interest rate cap or floor agreements or
currency exchange agreements.

THE CERTIFICATES--

     (1) Each series of certificates will be issued as part of a designated
series that may include one or more classes.

     (2) Each series of certificates will represent the entire beneficial
ownership interest in the related trust fund and will be paid only from the
related trust fund assets.

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

               The date of this prospectus is November 23, 2004.



              IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS
               PROSPECTUS AND THE APPLICABLE PROSPECTUS SUPPLEMENT

     We provide information about the certificates in two separate documents
that progressively provide more detail. These documents are:

     o    this prospectus, which provides general information, some of which may
          not apply to a particular series of certificates, including your
          series; and

     o    the prospectus supplement for a series of certificates, which will
          describe the specific terms of that series of certificates.

     You should rely only on the information provided in this prospectus and the
applicable prospectus supplement, including the information incorporated by
reference. We have not authorized anyone to provide you with different
information. We are not offering the certificates in any state where the offer
is not permitted.

     We have included cross-references to captions in these materials where you
can find related discussions that we believe will enhance your understanding of
the topic being discussed. The table of contents of this prospectus and the
table of contents included in the applicable prospectus supplement list the
pages on which these captions are located. You can also find references to key
topics in the table of contents on the preceding page.

     You can find the definitions of capitalized terms that are used in this
prospectus beginning on page 108 of this prospectus under the caption
"Glossary."


                                       i



                                TABLE OF CONTENTS

SUMMARY OF PROSPECTUS..........................................................1
RISK FACTORS...................................................................2
   Risks Relating to the Certificates..........................................2
   Risks Relating to the Mortgage Loans........................................6
DESCRIPTION OF THE TRUST FUNDS................................................14
   General....................................................................14
   Mortgage Loans.............................................................14
   MBS........................................................................23
   Certificate Accounts.......................................................24
   Credit Support.............................................................25
   Cash Flow Agreements.......................................................25
YIELD AND MATURITY CONSIDERATIONS.............................................25
   General....................................................................25
   Pass-Through Rate..........................................................25
   Payment Delays.............................................................26
   Shortfalls in Collections of Interest as a Result of Prepayments of
      Mortgage Loans..........................................................26
   Yield and Prepayment Considerations........................................26
   Weighted Average Life and Maturity.........................................28
   Controlled Amortization Classes and Companion Classes......................28
   Other Factors Affecting Yield, Weighted Average Life and Maturity..........29
THE DEPOSITOR.................................................................31
USE OF PROCEEDS...............................................................31
DESCRIPTION OF THE CERTIFICATES...............................................32
   General....................................................................32
   Distributions..............................................................32
   Distributions of Interest on the Certificates..............................33
   Distributions of Principal on the Certificates.............................33
   Distributions on the Certificates in Respect of Prepayment Premiums
      or in Respect of Equity Participations..................................34
   Allocation of Losses and Shortfalls........................................34
   Advances in Respect of Delinquencies.......................................34
   Reports to Certificateholders..............................................35
   Voting Rights..............................................................37
   Termination................................................................37
   Book-Entry Registration and Definitive Certificates........................37
DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS...........................39
   General....................................................................39
   Assignment of Mortgage Loans; Repurchases..................................40
   Representations and Warranties; Repurchases................................41
   Collection and Other Servicing Procedures..................................42
   Sub-Servicers..............................................................42
   Special Servicers..........................................................43
   Certificate Account........................................................43
   Modifications, Waivers and Amendments of Mortgage Loans....................46
   Realization upon Defaulted Mortgage Loans..................................46
   Hazard Insurance Policies..................................................49
   Due-on-Sale and Due-on-Encumbrance Provisions..............................50
   Servicing Compensation and Payment of Expenses.............................50
   Evidence as to Compliance..................................................51
   Some Matters Regarding the Servicer and the Depositor......................51
   Events of Default..........................................................52
   Rights upon Event of Default...............................................53
   Amendment..................................................................53


                                       ii



   List of Certificateholders.................................................54
   Certain Limitations on the Rights of Certificateholders....................54
   The Trustee................................................................55
   Eligibility of the Trustee.................................................55
   Duties of the Trustee......................................................55
   Regarding the Fees, Indemnities and Powers of the Trustee..................56
   Resignation and Removal of the Trustee.....................................56
DESCRIPTION OF CREDIT SUPPORT.................................................57
   General....................................................................57
   Subordinate Certificates...................................................57
   Cross-Support Provisions...................................................58
   Insurance or Guarantees with Respect to Mortgage Loans.....................58
   Letter of Credit...........................................................58
   Certificate Insurance and Surety Bonds.....................................58
   Reserve Funds..............................................................58
   Credit Support with Respect to MBS.........................................59
LEGAL ASPECTS OF MORTGAGE LOANS...............................................59
   General....................................................................59
   Types of Mortgage Instruments..............................................60
   Leases and Rents...........................................................60
   Personal Property..........................................................60
   Foreclosure................................................................60
   Leasehold Risks............................................................63
   Cooperative Shares.........................................................64
   Bankruptcy Laws............................................................65
   Environmental Risks........................................................67
   Due-on-Sale and Due-on-Encumbrance Provisions..............................69
   Subordinate Financing......................................................69
   Default Interest and Limitations on Prepayments............................69
   Adjustable Rate Loans......................................................69
   Applicability of Usury Laws................................................69
   Servicemembers Civil Relief Act............................................70
   Type of Mortgaged Property.................................................70
   Americans with Disabilities Act............................................71
   Forfeiture for Drug, RICO and Money Laundering Violations..................71
MATERIAL FEDERAL INCOME TAX CONSEQUENCES......................................71
   Federal Income Tax Consequences for REMIC Certificates.....................72
   Federal Income Tax Consequences for Certificates as to Which No REMIC
      Election Is Made........................................................93
STATE AND OTHER TAX CONSIDERATIONS...........................................100
ERISA CONSIDERATIONS.........................................................100
   General...................................................................100
   Plan Asset Regulations....................................................101
   Administrative Exemptions.................................................102
   Unrelated Business Taxable Income; Residual Certificates..................102
LEGAL INVESTMENT.............................................................102
METHOD OF DISTRIBUTION.......................................................104
WHERE YOU CAN FIND MORE INFORMATION..........................................106
INCORPORATION OF SOME INFORMATION BY REFERENCE...............................106
REPORTS......................................................................106
FINANCIAL INFORMATION........................................................107
LEGAL MATTERS................................................................107
RATINGS......................................................................107
GLOSSARY.....................................................................108


                                      iii



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

                              SUMMARY OF PROSPECTUS

     This summary includes selected information from this prospectus. It does
not contain all of the information you need to consider in deciding whether to
buy any class of the offered certificates. To understand the terms of the
offering of the offered certificates, you should read carefully this entire
prospectus and the applicable prospectus supplement.

     TITLE OF CERTIFICATES....   Commercial/Multifamily Mortgage Pass-Through
                                 Certificates, issuable in series.

     DEPOSITOR................   Bear Stearns Commercial Mortgage Securities II
                                 Inc., a Delaware corporation. Our telephone
                                 number is (212) 272-2000.

     DESCRIPTION OF
        CERTIFICATES;            The certificates of each series will be issued
        RATINGS...............   pursuant to a pooling and servicing agreement
                                 and may be issued in one or more classes. The
                                 certificates of each series will represent in
                                 the aggregate the entire beneficial ownership
                                 interest in the property of the related trust
                                 fund. Each trust fund will consist primarily of
                                 a segregated pool of commercial or multifamily
                                 mortgage loans, or mortgage-backed securities
                                 that evidence interests in, or that are secured
                                 by commercial or multifamily mortgage loans.
                                 Each class or certificate will be rated not
                                 lower than investment grade by one or more
                                 nationally recognized statistical rating
                                 agencies at the date of issuance.

     The prospectus supplement for a series of certificates includes important
information on related trust fund, certificates, and risks, including
information on the following:

                                 (1)  the name of the servicer and special
                                      servicer, the circumstances when a special
                                      servicer will be appointed and their
                                      respective obligations (if any) to make
                                      advances to cover delinquent payments on
                                      the assets of the trust fund, taxes,
                                      assessments or insurance premiums;

                                 (2)  the assets in the trust fund, including a
                                      description of the pool of mortgage loans
                                      or mortgage-backed securities;

                                 (3)  the identity and attributes of each class
                                      within a series of certificates, including
                                      whether (and to what extent) any credit
                                      enhancement benefits any class of a series
                                      of certificates;

                                 (4)  the tax status of certificates; and

                                 (5)  whether the certificates will be eligible
                                      to be purchased by investors subject to
                                      ERISA or will be mortgage related
                                      securities for purposes of SMMEA.

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


                                       1



                                  RISK FACTORS

     You should carefully consider, among other things, the following risk
factors and any other factors set forth under the heading "Risk Factors" in the
related prospectus supplement. In general, to the extent that the factors
discussed below pertain to or are influenced by the characteristics or behavior
of mortgage loans included in a particular trust fund, they would similarly
pertain to and be influenced by the characteristics or behavior of the mortgage
loans underlying any mortgage-backed securities included in the trust fund. If
any of the following risks are realized, your investment could be materially and
adversely affected. In addition, other risks unknown to us or which we currently
consider immaterial may also impair your investment.

RISKS RELATING TO THE CERTIFICATES

     LACK OF A SECONDARY MARKET FOR THE CERTIFICATES MAY MAKE IT DIFFICULT FOR
YOU TO RESELL YOUR CERTIFICATES AT ALL OR AT AN ATTRACTIVE PRICE. We cannot
assure you that a secondary market will develop for certificates. Even if a
secondary market develops, we cannot assure you that it will provide you with
liquidity of investment or will continue for as long as the offered certificates
remain outstanding. The absence of a secondary market for your certificates
means that you may not be able to find a buyer for your certificates or, if you
find a buyer, that the selling price may be less than it would have been if a
secondary market existed for the certificates. The underwriter for a series of
certificates will not be obligated to make a market for that series of
certificates even if it intends to do so. Even if a secondary market for your
certificates develops, it may provide less liquidity than any comparable market
for securities that evidence interests in single-family mortgage loans.

     Insofar as a secondary market does develop with respect to any series of
offered certificates or class of any series of offered certificates, other
factors may affect their market value. These include:

     o    the perceived liquidity of the offered certificates;

     o    their anticipated cash flow, which may vary widely depending upon the
          prepayment and default assumptions applied in respect of the
          underlying mortgage loans; and

     o    prevailing interest rates.

     For example, small fluctuations in prevailing interest rates may affect at
any given time the price payable of some of the classes of offered certificates.
In particular, a class with a relatively long average life, a companion class or
a class of stripped interest certificates or stripped principal certificates may
be extremely sensitive to small fluctuations in prevailing interest rates. In
addition, the relative change in price for an offered certificate in response to
an upward or downward movement in prevailing interest rates may not necessarily
equal the relative change in price for the offered certificate in response to an
equal but opposite movement in the rates. Accordingly, you may only be able to
sell your certificates at a discount from the price that you paid for them even
if a secondary market develops for the certificates. We are not aware of any
source through which holders of the certificates may obtain price information
about the offered certificates on an ongoing basis.

     You will have no right to redeem your certificates except to the extent
described in this prospectus and the related prospectus supplement. Offered
certificates are subject to early retirement only under some specified
circumstances described in this prospectus and in the related prospectus
supplement.

     You will be entitled to receive periodic reports pursuant to the related
pooling and servicing agreement regarding the status of the related mortgage
assets and any credit support for your certificates and any subordination of
your certificates to other classes of certificates. The periodic reports will be
the primary source of ongoing information regarding the offered certificates of
any series. The certificateholders may not receive any additional information
from any other source. The limited nature of the information may adversely
affect the liquidity of your certificates, even if a secondary market does
develop for them.


                                       2



     SINCE THE MORTGAGE LOANS WILL NOT BE GUARANTEED, YOU MAY NOT RECEIVE FULL
PAYMENT ON YOUR CERTIFICATES TO THE EXTENT THERE IS A SHORTFALL IN PAYMENT ON
THE ASSETS OR THE RELATED TRUST FUND. The only sources of funds for payment on a
series of certificates will generally be the assets of the related trust fund
and, to the extent provided in the applicable prospectus supplement, any credit
enhancement. The certificates will not be guaranteed by us or any of our
affiliates, by any governmental agency or instrumentality or by any other person
or entity unless otherwise stated in the related prospectus supplement. A
portion of the amounts remaining in some funds or accounts constituting part of
a trust fund, including any certificate account and any accounts maintained as
credit support, may be withdrawn under conditions described in the applicable
prospectus supplement for purposes other than the payment of principal or
interest in the related series of certificates. A series of certificates will
have no claim against or security interest in the trust fund for any other
series. As a result, you may suffer a loss on your certificates if the sources
for payment are insufficient to pay all the principal of and interest on the
certificates of your series. If you are a holder of a subordinate certificate,
you may bear a portion of the amount of the losses or shortfalls in collections
on the mortgage assets before the holders of the remaining classes of
certificates in the priority and manner and subject to the limitations specified
in the applicable prospectus supplement.

     THE RATE OF PRINCIPAL PREPAYMENTS ON THE MORTGAGE LOANS AND THE RATE OF
REPURCHASES OF THE MORTGAGE LOANS MAY ADVERSELY AFFECT THE YIELD ON YOUR
INVESTMENT. In deciding whether to purchase any offered certificates, you should
make an independent decision as to the appropriate prepayment assumptions to be
used. The pre-tax return on your investment will change from time to time for a
number of reasons, including the following:

     o    The amount of distributions of principal of the certificates and the
          times when you receive those distributions depends on the amount and
          the times at which borrowers make principal payments of the underlying
          mortgage loans, and on whether we or the servicer purchases the
          underlying mortgage loans.

     o    Prepayments of the mortgage loans in any trust fund by the related
          borrowers generally will result in a faster rate of principal payments
          on one or more classes of the related certificates than if payment on
          those mortgage loans are made as scheduled. The prepayment rate on
          mortgage loans may be influenced by a variety of economic, tax, legal
          and social factors. While one prepayment rate may be used for the
          purpose of pricing the certificates, there can be no assurance that
          the actual prepayment rate will be faster or slower than any assumed
          prepayment rate.

     In addition, to the extent described in this prospectus and in the related
prospectus supplement, in order to maximize recoveries on defaulted mortgage
loans, the servicer or a special servicer will be permitted, within prescribed
limits, to extend and modify mortgage loans that are in default or as to which a
payment default is imminent. While the servicer or a special servicer generally
will be required to determine that any extension or modification is reasonably
likely to produce a greater recovery than liquidation, we can give you no
assurance that any extension or modification will increase the present value of
receipts from or proceeds of the affected mortgage loans.

     We or the mortgage loan seller or sellers named in the applicable
prospectus supplement will be required to repurchase a mortgage loan from the
trust, or if so specified in the applicable prospectus supplement, substitute
another mortgage loan, if we or such seller or sellers breach the
representations and warranties made with respect to that mortgage loan. In
addition, the servicer may have the option to purchase the mortgage loans in the
trust fund and may be obligated to purchase mortgage loans from the trust fund
under the circumstances described in the prospectus supplement.

     If you buy your certificates at a premium or discount your yield to
maturity will be sensitive to prepayments on the mortgage loans in the related
trust fund. If the amount of interest payable with respect to your class is
disproportionately large, as compared to the amount of principal, as with some
classes of stripped interest certificates, you might fail to recover your
original investment under some prepayment scenarios. The extent to which the
yield to maturity of your certificates may vary from the anticipated yield will
depend in part upon the degree to which you purchased them at a discount or
premium and the amount and timing of distributions on those certificates. If you
purchase a certificate at a discount, you should consider the risk that a slower
than anticipated rate of principal payments on the mortgage loans could result
in an actual yield to you that is lower than the anticipated yield, and if you
purchase a certificate at a premium, you should consider the risk that a faster
than


                                       3



anticipated rate of principal payments could result in an actual yield to you
that is lower than the anticipated yield. For more detailed information
regarding these risks, you should refer to the section in this prospectus titled
"Yield and Maturity Considerations."

     Average Life of Certificates. The terms of your certificates will determine
the extent to which prepayments on the mortgage loans in any trust fund
ultimately affect the average life of your certificates. For example, a class of
certificates, including a class of offered certificates, may provide that on any
distribution date you are entitled to a pro rata share of the prepayments on the
mortgage loans in the related trust fund that are distributable on that date, to
all or a disproportionately large share of the prepayments, or to none or a
disproportionately small share of the prepayments. A class of certificates that
entitles you to a disproportionately large share of the prepayments on the
mortgage loans in the related trust fund increases the likelihood of early
retirement of that class if the rate of prepayment is relatively fast. A class
of certificates that entitles you to a disproportionately small share of the
prepayments on the mortgage loans in the related trust fund increases the
likelihood of an extended average life of that class if the rate of prepayment
is relatively slow. Entitlements of the various classes of certificateholders of
any series to receive payments and, in particular, prepayments of principal of
the mortgage loans in the related trust fund may vary based on the occurrence of
some events, e.g., the retirement of one or more classes of certificates of the
series, or subject to some contingencies, e.g., prepayment and default rates
with respect to the mortgage loans.

     Controlled Amortization Classes and Companion Classes. A series of
certificates may include one or more controlled amortization classes, which will
entitle you to receive principal distributions according to a specified
principal payment schedule. Although prepayment risk cannot be eliminated
entirely for any class of certificates, a controlled amortization class will
generally provide a relatively stable cash flow so long as the actual rate of
prepayment of the mortgage loans in the related trust fund remains relatively
constant at the rate, or within the range of rates, of prepayment used to
establish the specific principal payment schedule for the certificates. However,
prepayment risk will not disappear.

     The stability afforded to a controlled amortization class comes at the
expense of one or more companion classes of the same series, any of which
companion classes may also be a class of offered certificates. In general, a
companion class may entitle you to a disproportionately large share of
prepayments on the mortgage loans in the related trust fund when the rate of
prepayment is relatively fast, and/or may entitle you to a disproportionately
small share of prepayments on the mortgage loans in the related trust fund when
the rate of prepayment is relatively slow. A companion class absorbs some, but
not all, of the risk that would otherwise belong to the related controlled
amortization class if all payments of principal of the mortgage loans in the
related trust fund were allocated on a pro rata basis.

     Ratings on your certificates do not guarantee that you will receive payment
under the pooling and servicing agreement. Ratings assigned by a rating agency
to a class of certificates reflect the rating agency's assessment of the
likelihood that the holders of certificates of that class will receive all
payments to which they are entitled. The ratings are based on the structural,
legal and issuer-related aspects associated with these certificates, the nature
of the underlying mortgage loans and the extent and quality of any credit
enhancement. Ratings will not constitute an assessment of the following:

     o    the likelihood that principal prepayments on the related mortgage
          loans will be made;

     o    the degree to which the rate of prepayments might differ from that
          originally anticipated;

     o    the likelihood of early optional termination of the related trust
          fund; or

     o    the possibility that prepayment of the related mortgage loans may be
          made at any particular rate.

     The amount, type and nature of credit support, if any, provided with
respect to a series of certificates will be determined on the basis of criteria
established by each rating agency rating classes of the certificates of the
series. Those criteria are sometimes based upon an actuarial analysis of the
behavior of mortgage loans in a larger group. However, we cannot assure you that
the historical data supporting any related actuarial analysis will accurately
reflect future experience, or that the data derived from a large pool of
mortgage loans will accurately predict the


                                       4



delinquency, foreclosure or loss experience of any particular pool of mortgage
loans. These criteria may also be based upon determinations of the values of the
mortgaged properties that provide security for the mortgage loans. However, we
cannot assure you that those values will not decline in the future. For more
detailed information regarding these risks, you should refer to the section in
this prospectus titled "Description of Credit Support" and "Ratings."

     ERISA IMPOSES LIMITATIONS ON WHO CAN PURCHASE THE CERTIFICATES; FAILURE TO
COMPLY WITH ERISA MAY MATERIALLY AND ADVERSELY AFFECT THE TRUST FUND AND RESULT
IN REDUCED PAYMENTS ON YOUR CERTIFICATES. Generally, ERISA applies to
investments made by employee benefit plans and transactions involving the assets
of those plans. In addition, some other retirement plans and arrangements,
including individual retirement accounts and Keogh plans, are subject to Section
4975 of the Internal Revenue Code. Due to the complexity of regulations that
govern the plans, if you are subject to ERISA or Section 4975 of the Internal
Revenue Code you are urged to consult your own counsel regarding the
consequences under ERISA or the Internal Revenue Code of acquisition, ownership
and disposition of the offered certificates of any series.

     For more detailed information regarding ERISA restrictions, you should
review the section in this prospectus titled "ERISA Considerations."

     IF YOU ACQUIRE RESIDUAL CERTIFICATES YOU MAY BE SUBJECT TO ADVERSE TAX
CONSEQUENCES. If you are a holder of residual certificates that represents a
residual interest in a real estate investment conduit or "REMIC," you will be
required to report on your federal income tax returns as ordinary income your
pro rata share of the taxable income of the REMIC, regardless of the amount or
timing of your receipt of cash payments, if any. Accordingly, you may have
taxable income and tax liabilities arising from your investment during a taxable
year in excess of the economic income, if any, attributable to your certificate
during that period. While you will have a corresponding amount of the losses
later in the term of the REMIC, the present value of phantom income may
significantly exceed tax losses. Therefore, the after-tax yield on the residual
certificate that you receive may be significantly less than that of a corporate
bond or stripped instrument having similar cash flow characteristics. A residual
certificate may have negative value.

     All or a portion of your share of the REMIC taxable income may be treated
under the Internal Revenue Code as an "excess inclusion." You will have to pay
tax on the excess inclusions regardless of whether you have other credits,
deductions or losses. Excess inclusion income:

     o    generally will not be subject to offset by losses from other
          activities;

     o    will be treated as unrelated business taxable income for a tax-exempt
          holder; and

     o    will not qualify for exemption from withholding tax for a foreign
          holder.

     In addition, residual certificates are subject to numerous restrictions on
transfer.

     INDIVIDUALS AND SOME OTHER ENTITIES SHOULD NOT INVEST IN CERTIFICATES THAT
ARE RESIDUAL INTERESTS. The fees and non-interest expenses of a REMIC will be
allocated pro rata to certificates that are residual interests in the REMIC.
However, individuals will only be able to deduct these expenses as miscellaneous
itemized deductions, which are subject to numerous restrictions and limitations
under the Internal Revenue Code. Therefore, the certificates that are residual
interests generally are not appropriate investments for

     o    individuals;

     o    estates;

     o    trusts beneficially owned by any individual or estate; and

     o    pass-through entities having any individual, estate or trust as a
          shareholder, member or partner.


                                       5



     In addition, the REMIC residual certificates will be subject to numerous
transfer restrictions. These restrictions will reduce your ability to sell a
REMIC residual certificate. For example, unless we indicate otherwise in the
related prospectus supplement, you will not be able to transfer a REMIC residual
certificate to a foreign person or to a foreign permanent establishment or fixed
base (within the meaning of an applicable income tax treaty) of a "United States
person" within the meaning of the Internal Revenue Code.

     IF YOUR CERTIFICATES ARE ISSUED IN BOOK-ENTRY FORM, YOU WILL ONLY BE ABLE
TO EXERCISE YOUR RIGHTS INDIRECTLY THROUGH DTC AND YOU MAY ALSO HAVE LIMITED
ACCESS TO INFORMATION REGARDING THOSE CERTIFICATES. One or more classes of the
offered certificates of any series may be issued as book-entry certificates.
Each class of book-entry certificates will be initially represented by one or
more certificates registered in the name of a nominee for DTC. As a result,
unless and until corresponding definitive certificates are issued, you will be
able to exercise your rights only indirectly through DTC and its participating
organizations. In addition, your access to information regarding the book-entry
certificates may be limited. Conveyance of notices and other communications by
DTC to its participating organizations, and directly and indirectly through
these organizations to you, will be governed by arrangements among them, subject
to any statutory or regulatory requirements as may be in effect from time to
time. Furthermore, as described in this prospectus, you may suffer delays in the
receipt of payments on the book-entry certificates. In addition, your ability to
pledge or otherwise take actions with respect to your interest in the book-entry
certificates may be limited due to the lack of a physical certificate evidencing
that interest.

     For more detailed information regarding book-entry registration, you should
review the section in this prospectus titled "Description of the
Certificates--Book-Entry Registration and Definitive Certificates."

RISKS RELATING TO THE MORTGAGE LOANS

     MORTGAGE LOANS ARE SUSCEPTIBLE TO NUMEROUS RISKS THAT MAY RESULT IN LOSSES
TO YOU.

     (1) Mortgage loans made on the security of multifamily or commercial
property may entail risks of delinquency and foreclosure that are greater than
similar risks associated with loans made on the security of an owner-occupied
single-family property. The ability of a borrower to repay a loan secured by an
income-producing property typically is dependent primarily upon the successful
operation of that property rather than upon the existence of independent income
or assets of the borrower. Thus, the value of an income-producing property is
directly related to the net operating income derived from that property. If the
net operating income of the property is reduced--for example, if rental or
occupancy rates decline or real estate tax rates or other operating expenses
increase--the borrower's ability to repay the loan may be impaired. A number of
the mortgage loans may be secured by liens on owner-occupied mortgaged
properties or on mortgaged properties leased to a single tenant or a small
number of significant tenants. Accordingly, a decline in the financial condition
of the borrower or a significant tenant, as applicable, may have a
disproportionately greater effect on the net operating income from the mortgaged
properties than would be the case with respect to mortgaged properties with
multiple tenants. Furthermore, the value of any mortgaged property may be
adversely affected by risks generally incident to interests in real property,
including the following:

     o    changes in general or local economic conditions and/or specific
          industry segments;

     o    declines in real estate values;

     o    declines in rental or occupancy rates;

     o    increases in interest rates, real estate tax rates and other operating
          expenses;

     o    changes in governmental rules, regulations and fiscal policies,
          including environmental legislation; and

     o    acts of God and other factors beyond the control of the servicer.

     In the case of mortgage loans that represent participation interests in a
mortgage loan, the trustee's or the servicer's enforcement rights may be limited
in the event of default by the related borrower.


                                       6



     (2) The type and use of a particular mortgaged property may present
additional risks. For instance, mortgaged properties that operate as hospitals
and nursing homes may present special risks to lenders due to the significant
governmental regulation of the ownership, operation, maintenance and financing
of health care institutions. Hotel and motel properties are often operated
pursuant to franchise, management or operating agreements that may be terminable
by the franchisor or operator. Moreover, the transferability of a hotel's
operating, liquor and other licenses upon a transfer of the hotel, whether
through purchase or foreclosure, is subject to local law requirements. The
ability of a borrower to repay a mortgage loan secured by shares allocable to
one or more cooperative dwelling units may be dependent upon the ability of the
dwelling units to generate sufficient rental income, which may be subject to
rent control or stabilization laws, to cover both debt service on the loan as
well as maintenance charges to the cooperative. Further, a mortgage loan secured
by cooperative shares is subordinate to the mortgage, if any, on the cooperative
apartment building.

     (3) Other multifamily and commercial properties located in the areas of the
mortgaged properties and of the same types as the mortgaged properties compete
with the mortgaged properties to attract residents and customers. The leasing of
real estate is highly competitive. The principal means of competition are price,
location and the nature and condition of the facility to be leased. A borrower
under a mortgage loan competes with all lessors and developers of comparable
types of real estate in the area in which the mortgaged property is located. The
lessors or developers could have lower rentals, lower operating costs, more
favorable locations or better facilities. While a borrower under a mortgaged
property may renovate, refurbish or expand the mortgaged property to maintain it
and remain competitive, the renovation, refurbishment or expansion may itself
entail significant risk. Increased competition could adversely affect income
from and market value of the mortgaged properties. In addition, the business
conducted at each mortgaged property may face competition from other industries
and industry segments.

     (4) Some or all of the mortgage loans included in any trust fund will be
nonrecourse loans or loans for which recourse may be restricted or
unenforceable. As to any related mortgage loan, recourse in the event of
borrower default will be limited to the specific real property and other assets,
if any, that were pledged to secure the mortgage loan. However, even with
respect to those mortgage loans that provide for recourse against the borrower
and its assets generally, we can give you no assurance that enforcement of the
recourse provisions will be practicable, or that the assets of the borrower will
be sufficient to permit a recovery in respect of a defaulted mortgage loan in
excess of the liquidation value of the related mortgaged property.

     (5) The concentration of default, foreclosure and loss risks in individual
mortgage loans in a particular trust fund will generally be greater than for
pools of single-family loans. Mortgage loans in a trust fund will generally
consist of a smaller number of higher balance loans than would a pool of
single-family loans of comparable aggregate unpaid principal balance.

     OFFICE PROPERTIES HAVE PARTICULAR RISKS. In addition to risks generally
associated with real estate, office properties are also affected significantly
by

     o    adverse changes in population and employment growth, which generally
          creates demand for office space,

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

     o    the quality and management philosophy of management,

     o    the attractiveness of the properties to tenants and their customers or
          clients,

     o    the attractiveness of the surrounding neighborhood, and

     o    the need to make major repairs or improvements to the property to
          satisfy the needs of major tenants.

     Office properties that are not equipped to accommodate the needs of modern
business may become functionally obsolete and thus non-competitive. In addition,
office properties may be adversely affected by an economic decline


                                       7



in the businesses operated by their tenants. A decline of this sort may result
in one or more significant tenants ceasing operations at the related locations,
which may occur on account of

     o    a tenant's voluntary decision not to renew a lease,

     o    bankruptcy or insolvency of these tenants, or

     o    these tenant's general cessation of business activities or for other
          reasons.

     The risk of an economic decline as described above is greater if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.

     MORTGAGE LOANS SECURED BY RETAIL PROPERTIES MAY BE ADVERSELY AFFECTED BY
CHANGES IN CONSUMER SPENDING PATTERNS, ALTERNATIVE FORMS OF RETAILING AND
CHANGES IN TENANTS OCCUPYING THE RETAIL PROPERTIES. In addition to risks
generally associated with real estate, mortgage loans secured by retail
properties are also affected significantly by a number of factors, including:

     o    adverse changes in consumer spending patterns;

     o    local competitive conditions, including the supply of retail space or
          the existence or construction of new competitive shopping centers or
          shopping malls;

     o    alternative forms of retailing, including direct mail, television
          shopping networks and Internet based sales, which reduce the need for
          retail space by retail companies;

     o    the quality and management philosophy of management;

     o    the attractiveness of the properties and the surrounding neighborhood
          to tenants and their customers;

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

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

     o    if an anchor or other significant tenant ceases operations at the
          locations, which may occur on account of a decision not to renew a
          lease, bankruptcy or insolvency of the tenant, the tenant's general
          cessation of business activities or for other reasons. Significant
          tenants at a shopping center play an important part in generating
          customer traffic and making the property a desirable location for
          other tenants at the property. In addition, some tenants at retail
          properties may be entitled to terminate their leases if an anchor
          tenant ceases operations at the property.

     SOME RISKS THAT AFFECT OCCUPANCY AND RENT LEVELS OF MULTIFAMILY RENTAL
PROPERTIES SUCH AS ADVERSE ECONOMIC CONDITIONS, CONSTRUCTION OF ADDITIONAL
HOUSING, MILITARY BASE CLOSINGS, COMPANY RELOCATIONS AND RENT CONTROL LAWS MAY
AFFECT THE ABILITY OF THE BORROWER TO MEET ITS OBLIGATIONS UNDER THE MORTGAGE
LOAN. Adverse economic conditions, either local, regional or national, may limit
or reduce the following:

     o    the amount of rent that can be charged for rental units;

     o    tenants' ability to pay rent;

     o    timeliness of rent payments;

     o    occupancy levels without a corresponding decrease in
          expenses--occupancy and rent levels may also be affected by
          construction of additional housing units;


                                       8



     o    local military base closings;

     o    construction of additional housing units;

     o    company relocations and closings; and

     o    national and local politics, including current or future rent
          stabilization and rent control laws and agreements.

     Multifamily apartment units are typically leased on a short-term basis, and
consequently, the occupancy rate of a multifamily rental property may be subject
to rapid decline. In addition, the level of mortgage interest rates may
encourage tenants in multifamily rental properties to purchase single-family
housing rather than continue to lease housing or the characteristics of a
neighborhood may change over time or in relation to newer developments. Further,
the cost of operating a multifamily rental property may increase, including the
cost of utilities and the costs of required capital expenditures. Also, rent
control laws could impact the future cash flows of multifamily rental properties
that are subject to rental control laws.

     Some multifamily rental properties are eligible to receive low-income
housing tax credits pursuant to Section 42 of the Internal Revenue Code.
However, Section 42 properties are subject to some restrictions that may affect
a borrower's ability to meet its obligations under a mortgage loan. This
includes the following:

     o    rent limitations associated with those properties may adversely affect
          the ability of the applicable borrowers to increase rents to maintain
          those properties in proper condition during periods of rapid inflation
          or declining market value of those properties;

     o    the income restrictions on tenants imposed by Section 42 of the
          Internal Revenue Code may reduce the number of eligible tenants;

     o    some eligible tenants may not find any differences in rents between
          the Section 42 properties and other multifamily rental properties in
          the same area to be a sufficient economic incentive to reside at a
          Section 42 property; and

     o    a Section 42 property may also have fewer amenities or otherwise be
          less attractive as a residence making it less attractive to eligible
          tenants.

     All of the foregoing conditions and events may increase the possibility
that a borrower may be unable to meet its obligations under its mortgage loan.

     MORTGAGE LOANS SECURED BY COOPERATIVELY OWNED APARTMENT BUILDINGS ARE
SUBJECT TO THE RISK THAT TENANT-SHAREHOLDERS OF A COOPERATIVELY OWNED APARTMENT
BUILDING WILL BE UNABLE TO MAKE THE REQUIRED MAINTENANCE PAYMENTS. Generally, a
tenant-shareholder of a cooperative corporation must make a monthly maintenance
payment to the cooperative corporation that owns the apartment building
representing that tenant-shareholder's pro rata share of the corporation's
payments in respect of the mortgage loan secured by that apartment building. The
tenant-shareholder must also pay its pro rata share of all real property taxes,
maintenance expenses and other capital and ordinary expenses with respect to
that apartment building, less any other income that the cooperative corporation
may realize.

     Adverse economic conditions, either local, regional or national, may
adversely affect tenant-shareholders' ability to make required maintenance
payments, either because adverse economic conditions have impaired the
individual financial conditions of the tenant-shareholders or their ability to
sub-let the subject apartments. To the extent that a large number of
tenant-shareholders in a cooperatively owned apartment building rely on
sub-letting their apartments to make maintenance payments, the lender on any
mortgage loan secured by that building will be subject to all the risks that it
would have in connection with lending on the security of a multifamily rental
property. In addition, if in connection with any cooperative conversion of an
apartment building, the sponsor holds the shares


                                       9



allocated to a large number of the apartment units, any lender secured by a
mortgage on the building will be subject to a risk associated with the sponsor's
creditworthiness.

     SELF-STORAGE PROPERTIES HAVE PARTICULAR RISKS. Warehouse, mini-warehouse
and self-storage properties ("Storage Properties") are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. The conversion of Storage Properties to alternative uses would
generally require substantial capital expenditures. Thus, if the operation of
any of the Storage Properties becomes unprofitable due to decreased demand,
competition, age of improvements or other factors, such that the borrower
becomes unable to meet its obligation on the related mortgage loan, the
liquidation value of that Storage Property may be substantially less, relative
to the amount owing on the mortgage loan, than would be the case if the Storage
Property were readily adaptable to other uses. Tenant privacy, anonymity and
efficient access are important to the success of a Storage Property, as are
building design and location.

     HOTEL AND MOTEL PROPERTIES HAVE PARTICULAR RISKS. Hotel and motel
properties are subject to operating risks common to the lodging industry. These
risks include, among other things,

     o    a high level of continuing capital expenditures to keep necessary
          furniture, fixtures and equipment updated,

     o    competition from other hotels and motels,

     o    increases in operating costs, which increases may not necessarily in
          the future be offset by increased room rates and

     o    dependence on business and commercial travelers and tourism, increases
          in energy costs and other expenses of travel and adverse effects of
          general and local economic conditions.

     These factors could adversely affect the related borrower's ability to make
payments on the related mortgage loans. Since limited service hotels and motels
are relatively quick and inexpensive to construct, an over-building of hotels
and motels could occur in any given region, which would likely adversely affect
occupancy and daily room rates. Further, because hotel and motel rooms are
generally rented for short periods of time, hotel and motel properties tend to
be more sensitive to adverse economic conditions and competition than many other
commercial properties. Furthermore, the financial strength and capabilities of
the owner and operator of a hotel may have a substantial impact on that hotel's
quality of service and economic performances. Additionally, the revenues of
certain hotels and motels, particularly those located in regions whose economies
depend upon tourism, may be highly seasonal in nature.

     A hotel or motel property may present additional risks as compared to other
commercial property types in that

     o    hotels and motels may be operated pursuant to franchise, management
          and operating agreements that may be terminable by the franchisor, the
          manager or the operator;

     o    the transferability of any operating, liquor and other licenses to the
          entity acquiring the related hotel and motel, either through purchase
          or foreclosure, is subject to local law requirements;

     o    it may be difficult to terminate an ineffective operator of a hotel or
          motel property subsequent to a foreclosure of the related property;
          and

     o    future occupancy rates may be adversely affected by, among other
          factors, any negative perception of a hotel or motel based upon its
          historical reputation.

     Hotel and motel properties may be operated pursuant to franchise
agreements. The continuation of franchise is typically subject to specified
operating standards and other terms and conditions. The franchisor periodically
inspects its licensed properties to confirm adherence to its operating
standards. The failure of the hotel or motel property to maintain these
standards or adhere to other terms and conditions could result in the loss or
cancellation of the franchise license. It is possible that the franchisor could
condition the continuation of a franchise license on


                                       10



the completion of capital improvements or the making of certain capital
expenditures that the related borrower determines are too expensive or are
otherwise unwarranted in light of general economic conditions or the operating
results or prospects of the affected hotels or motels. In that event, the
related borrower may elect to allow the franchise license to lapse. In any case,
if the franchise is terminated, the related borrower may seek to obtain a
suitable replacement franchise or to operate the related hotel or motel property
independently of a franchise license. The loss of a franchise license could have
a material adverse effect upon the operations or the underlying value of the
hotel or motel covered by the franchise because of the loss of associated name
recognition, marketing support and centralized reservation systems provided by
the franchisor.

     MANUFACTURED HOUSING COMMUNITY PROPERTIES AND RECREATIONAL VEHICLE PARKS
HAVE PARTICULAR RISKS. The successful operation of a manufactured housing
community or recreational vehicle park will generally depend upon the number of
competing manufactured housing communities or recreational vehicle parks in the
local market, as well as upon other factors, including its age, appearance,
reputation, management and the types of facilities and services it provides.

     Manufactured housing communities also compete against alternative forms of
residential housing, including multifamily rental properties,
cooperatively-owned apartment buildings, condominium complexes and single-family
residential developments. Recreational vehicle parks also compete against
alternative forms of recreation and short-term lodging, for example, staying at
a hotel at the beach.

     MANUFACTURED HOUSING COMMUNITY PROPERTIES AND RECREATIONAL VEHICLE PARKS
ARE "SPECIAL PURPOSE" PROPERTIES THAT CANNOT BE READILY CONVERTED TO GENERAL
RESIDENTIAL, RETAIL OR OFFICE USE. Thus, if the operation of a manufactured
housing community or recreational vehicle park 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 the mortgaged property may be substantially less, relative
to the amount owing on the related mortgage loan, than would be the case if the
mortgaged property were readily adaptable to other uses.

     MORTGAGE LOANS WITH BALLOON PAYMENTS INVOLVE THE RISK THAT BORROWERS MAY
NOT BE ABLE TO REFINANCE THE LOAN OR SELL THE RELATED PROPERTY. Mortgage loans
may be non-amortizing or only partially amortizing over their terms to maturity.
Those mortgage loans will require substantial principal payments--that is,
balloon payments--at their stated maturity. Mortgage loans of this type involve
a greater degree of risk than self-amortizing loans because the ability of a
borrower to make a balloon payment typically will depend upon its ability either
to refinance the loan or to sell the related mortgaged property. The ability of
a borrower to accomplish either of these goals will be affected by a number of
factors, including:

     o    value of the related mortgaged property;

     o    the level of available mortgage rates at the time of sale or
          refinancing;

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

     o    the financial condition and operating history of the borrower and the
          related mortgaged property;

     o    tax laws and rent control laws, with respect to some residential
          properties;

     o    Medicaid and Medicare reimbursement rates, with respect to hospitals
          and nursing homes; and

     o    prevailing general economic conditions and the availability of credit
          for loans secured by multifamily or commercial, as the case may be,
          real properties generally.

     Neither we nor any of our affiliates will be required to refinance any
mortgage loan.

     CREDIT SUPPORT FOR A SERIES OF CERTIFICATES MAY COVER SOME OF YOUR LOSSES
OR RISKS BUT MAY NOT COVER ALL POTENTIAL RISKS TO YOU. The prospectus supplement
for a series of certificates will describe any credit support provided for these
certificates. Use of credit support will be subject to the conditions and
limitations described in


                                       11



this prospectus and in the related prospectus supplement. Moreover, the
available credit support may not cover all potential losses or risks. For
example, credit support may or may not cover fraud or negligence by a mortgage
loan originator or other parties.

     A series of certificates may include one or more classes of subordinate
certificates, which may, in turn, include offered certificates. Subordination is
intended to reduce the risk to holders of each more senior class of certificates
of delinquent distributions or ultimate losses on the mortgage assets. However,
the amount of subordination will be limited and may decline. Since the senior
certificateholders are paid principal before subordinate certificateholders,
subordinate certificateholders may not be paid any principal if the available
credit support is exhausted. As a result, if you are a holder of subordinate
certificates, you will primarily experience the impact of losses and shortfalls.
Moreover, if the available credit support covers more than one series of
certificates, you will be subject to the risk that the credit support will be
exhausted by the claims of the holders of certificates of one or more other
series.

     Rating agencies rating the certificates will determine the level of credit
support based on an assumed level of defaults, delinquencies and losses on the
underlying mortgage assets and some other factors. We cannot, however, assure
you that the loss experience on the related mortgage assets will not exceed the
assumed levels.

     For more detail information regarding credit support of certificates you
should review the sections in this prospectus titled "--Risks Relating to the
Certificates--Ratings on your certificates do not guarantee that you will
receive payment under the pooling and servicing agreement," "Description of the
Certificates" and "Description of Credit Support."

     IF THE MORTGAGED PROPERTY IS SUBJECT TO A LEASE, THE LENDER IS SUBJECT TO
THE RISK THAT IF THE BORROWER DEFAULTS, THE MORTGAGE LENDER MAY HAVE TO OBTAIN A
COURT ORDER APPOINTING A RECEIVER BEFORE BEING ABLE TO COLLECT RENTS. Each
mortgage loan secured by mortgaged property that is subject to leases typically
will be secured by an assignment of leases and rents. This means that the
borrower assigns to the lender its right, title and interest as landlord under
the leases of the related mortgaged property, and the income derived from it, as
further security for the related mortgage loan. The borrower may continue to
collect rents for so long as there is no default. If the borrower defaults, the
lender is entitled to collect rents. Some state laws may require that the lender
take possession of the mortgaged property and obtain a judicial appointment of a
receiver before becoming entitled to collect the rents. In addition, if
bankruptcy or similar proceedings are commenced by or in respect of the
borrower, the lender's ability to collect the rents may be adversely affected.

     For more detailed information regarding leases and rents, you should review
the section in this prospectus titled "Legal Aspects of Mortgage Loans--Leases
and Rents."

     OWNERS AND OPERATORS OF A MORTGAGED PROPERTY AND MORTGAGE LENDERS MAY
BECOME LIABLE FOR THE COSTS OF ENVIRONMENTAL CLEANUP. Under federal law and the
laws of some states, contamination of real property may give rise to a lien on
the property to assure the costs of cleanup. In several states, such a lien has
priority over an existing mortgage lien on that property. In addition, under
various federal, state and local laws, ordinances and regulations, an owner or
operator of real estate may be liable for the costs of removal or remediation of
hazardous substances or toxic substances on, in, beneath, or emanating from that
property. The owner may become liable without regard to whether the owner knew
of, or was responsible for, the presence of hazardous or toxic substances on the
property. The cost of any required remediation and the owner or operator's
liability as to any property could exceed the value of the mortgaged property
and the aggregate assets of the owner or operator. In addition, owners or
operators of mortgaged properties that generate hazardous substances that are
disposed of at off-site locations may be held strictly, jointly and severally
liable if there are releases or threatened releases of hazardous substances at
the off-site locations where the hazardous substances were disposed.

     Lenders whose primary indicia of ownership in a particular property is the
holding of a security interest are exempted from the definition of owner under
the federal Comprehensive Environmental Response, Compensation, and Liability
Act of 1980. However, lenders may forfeit their secured creditor exemption, as a
result of their actions with respect to particular borrowers, and be deemed an
owner or operator of property so that they are liable for remediation costs. A
lender also risks liability for remediation costs on foreclosure of the
mortgage. Unless otherwise specified in the related prospectus supplement, if a
trust fund includes mortgage loans, then the related pooling and servicing
agreement will contain provisions generally to the effect that the servicer,
acting on behalf of


                                       12



the trust fund, may not acquire title to a mortgaged property or assume control
of its operation unless the servicer, based upon a report prepared by a person
who regularly conducts environmental audits, has made the determination that it
is appropriate to do so. We cannot assure you that any requirements of a pooling
and servicing agreement will effectively insulate the related trust fund from
potential liability for a materially adverse environmental condition at a
mortgaged property.

     For more detailed information regarding environmental risks, you should
review the section in this prospectus titled "Legal Aspects of Mortgage
Loans--Environmental Risks."

     HAZARD INSURANCE POLICIES ON MORTGAGED PROPERTIES MAY NOT FULLY COVER ALL
TYPES OF DAMAGE TO THE MORTGAGED PROPERTIES. Unless otherwise specified in a
prospectus supplement, the servicer will be required to cause the borrower on
each mortgage loan to maintain insurance coverage in respect of the related
mortgaged property, including hazard insurance. However, the servicer may be
able to satisfy its obligation to cause hazard insurance to be maintained
through acquisition of a blanket policy. In general, the standard form of fire
and extended coverage policy covers physical damage to or destruction of the
improvements of the property by fire, lightning, explosion, smoke, windstorm and
hail, and riot, strike and civil commotion, subject to the conditions and
exclusions specified in each policy. The insurance policies will be underwritten
by different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions. Most insurance policies, however, typically do not cover any
physical damage resulting from war, revolution, governmental actions, floods and
other water-related causes, earth movement (including earthquakes, landslides
and mudflows), wet or dry rot, vermin, domestic animals and some other kinds of
risks. Unless the related mortgage specifically requires the mortgagor to insure
against physical damage arising from causes not typically covered by an
insurance policy, then, to the extent any consequent losses are not covered by
the available credit support, you may in part bear the resulting losses.

     For more detailed information regarding insurance policies, you should
review the section in this prospectus titled "Description of the Pooling and
Servicing Agreements--Hazard Insurance Policies."

     THE YIELD ON YOUR CERTIFICATES MAY BE ADVERSELY AFFECTED TO THE EXTENT THAT
THE RELATED TRUST FUND MAY INCLUDE DELINQUENT MORTGAGE LOANS BECAUSE THE
AVAILABLE CREDIT SUPPORT MAY NOT COVER ALL LOSSES RELATED TO THE DELINQUENT
MORTGAGE LOANS. The trust fund for a particular series of certificates may
include mortgage loans that are past-due, i.e., beyond any applicable grace
period. However, delinquent mortgage loans may only constitute up to, but not
including, 20% (by principal balance) of the trust fund. A special servicer may
perform the servicing of delinquent mortgage loans. When a mortgage loan has a
loan-to-value ratio of 100% or more, the related borrower will have no equity in
the related mortgaged property. In these cases, the related borrower may not
have an incentive to continue to perform under that mortgage loan. In addition,
when the debt service coverage ratio of a mortgage loan is below 1.0x, the
revenue derived from the use and operation of the related mortgaged property is
insufficient to cover the operating expenses of the mortgaged property and to
pay debt service on that mortgage loan and all mortgage loans senior to that
mortgage loan. In those cases, the related borrower will be required to pay from
sources other than cash flow from the related mortgaged property. If the related
borrower ceases to use alternative cash sources at a time when operating revenue
from the related mortgaged property is still insufficient to cover all expenses
and debt service, deferred maintenance at the related mortgaged property and/or
a default under the subject mortgage loan may occur. Available credit may not
cover all losses related to delinquent mortgage loans. You should therefore
consider the risk that the inclusion of delinquent mortgage loans in the trust
fund may adversely affect the rate of defaults and prepayments on the mortgage
assets in the trust fund and the yield on the offered certificates.

     For more detailed information regarding delinquent mortgage loans, you
should review the section in this prospectus titled "Description of the Trust
Funds--Mortgage Loans--General."

     A WORD ABOUT FORWARD LOOKING STATEMENTS. Whenever we use words like
"intends," "anticipates" or "expects" or similar words in this prospectus, we
are making a forward-looking statement, or a projection of what we think will
happen in the future. Forward-looking statements are inherently subject to a
variety of circumstances, many of which are beyond our control that could cause
actual results to differ materially from what we think they might be. Any
forward-looking statements in this prospectus speak only as of the date of this
prospectus. We do not assume any responsibility to update or review any
forward-looking statement or to reflect any change in events, conditions or
circumstances on which we have based any forward-looking statement.


                                       13



                         DESCRIPTION OF THE TRUST FUNDS

GENERAL

     The primary assets of each trust fund will consist of the following:

     o    various types of multifamily or commercial mortgage loans or
          participations in those mortgage loans;

     o    pass-through certificates or other mortgage-backed securities ("MBS")
          that evidence interests in, or that are secured by pledges of, one or
          more of various types of multifamily or commercial mortgage loans; or

     o    a combination of the foregoing, which we call mortgage assets.

     We will establish each trust fund. We will select each mortgage asset for
inclusion in a trust fund from among those purchased, either directly or
indirectly, from a mortgage asset seller, which may or may not be the originator
of a mortgage loan or the issuer of a MBS and may be our affiliate. Unless
otherwise provided in the related prospectus supplement, neither we nor any of
our affiliates and no governmental agency or instrumentality or any other person
will guarantee or insure any of the mortgage assets included in a trust fund.
The discussion below under the heading "--Mortgage Loans," unless otherwise
noted, applies equally to mortgage loans underlying any MBS included in a
particular trust fund.

MORTGAGE LOANS

     General. The mortgage loans will be evidenced by promissory notes or other
evidences of indebtedness called mortgage notes, secured by liens on fee or
leasehold estates in properties called mortgaged properties consisting of the
following:

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

     o    commercial properties consisting of office buildings, retail
          facilities related to the sale of goods and products and facilities
          related to providing entertainment, recreation or personal services,
          hotels and motels, casinos, health care-related facilities,
          recreational vehicle parks, warehouse facilities, mini-warehouse
          facilities, self-storage facilities, industrial facilities, parking
          lots, auto parks, golf courses, arenas and restaurants, or any
          cooperatively owned units therein; and

     o    mixed use properties--that is, any combination of the foregoing--and
          unimproved land, both called commercial properties.

     The multifamily properties may include mixed commercial and residential
structures, and apartment buildings owned by a private cooperative housing
corporation, with shares of the cooperative allocable to one or more dwelling
units occupied by non-owner tenants or to vacant units. The liens may be created
by mortgages, deeds of trust and similar security instruments. Each mortgage
will create a first priority or junior priority mortgage lien on a borrower's
fee estate in a mortgaged property. If a mortgage creates a lien on a borrower's
leasehold estate in a property, then, unless otherwise specified in the related
prospectus supplement, the term of any leasehold will exceed the term of the
mortgage note by at least two years. Unless otherwise specified in the related
prospectus supplement, each mortgage loan will have been originated by a person
other than us; however, the originator may be or may have been one of our
affiliates.

     Mortgage assets for a series of certificates may include mortgage loans
made on the security of real estate projects under construction. In that case,
the related prospectus supplement will describe the procedures and timing for
making disbursements from construction reserve funds as portions of the related
real estate project are completed. In addition, some of the mortgage loans
included in the trust fund for a particular series of certificates may be
delinquent or non-performing as of the date those certificates are issued. In
that case, the related prospectus


                                       14



supplement will set forth available information as to the period of the
delinquency or non-performance, any forbearance arrangement then in effect, the
condition of the related mortgaged property and the ability of the mortgaged
property to generate income to service the mortgage debt.

     Mortgage Loans Secured by Office Properties. Significant factors affecting
the value of office properties include the quality of the tenants in the
building, the physical attributes of the building in relation to competing
buildings, the location of the building with respect to the central business
district or population centers, demographic trends within the metropolitan area
to move away from or towards the central business district, social trends
combined with space management trends, which may change towards options such as
telecommuting, tax incentives offered to businesses by cities or suburbs
adjacent to or near the city where the building is located and the strength and
stability of the market area as a desirable business location. Office properties
may be adversely affected by an economic decline in the businesses operated by
their tenants. The risk of an economic decline is increased if revenue is
dependent on a single tenant or if there is a significant concentration of
tenants in a particular business or industry.

     Office properties are also subject to competition with other office
properties in the same market. Competition is affected by various factors
affecting a building, including

     o    its age;

     o    its condition;

     o    its design, including floor sizes and layout;

     o    its access to transportation; and

          o    the availability of parking and the owner's ability to offer
               certain amenities to its tenants, including sophisticated
               building systems such as

          o    fiber optic cables,

          o    satellite communications or

     o    other base building technological features.

     Office properties that are not equipped to accommodate the needs of modern
business may become functionally obsolete and thus non-competitive.

     The success of an office property also depends on the local economy. A
company's decision to locate office headquarters in a given area, for example,
may be affected by an array of factors including

     o    labor cost and quality;

     o    tax environment; and

     o    quality of life matters, such as schools and cultural amenities.

     A central business district may have a substantially different economy from
that of a suburb. The local economy will affect an office property's ability to
attract stable tenants on a consistent basis. In addition, the cost of refitting
office space for a new tenant is often higher than for other property types.


                                       15



     Mortgage Loans Secured by Retail Properties. Retail properties generally
derive all or a substantial percentage of their income from lease payments from
commercial tenants. Income from and the market value of retail properties is
dependent on various factors including, but not limited, to the following:

     o    the ability to lease space in the properties;

     o    the ability of tenants to meet their lease obligations;

     o    the possibility of a significant tenant becoming bankrupt or
          insolvent; and

     o    fundamental aspects of real estate such as location and market
          demographics.

     The correlation between the success of tenant businesses and property value
is more direct with respect to retail properties than other types of commercial
property because a significant component of the total rent paid by retail
tenants is often tied to a percentage of gross sales. Declines in tenant sales
will cause a corresponding decline in percentage rents and may cause these
tenants to become unable to pay their rent or other occupancy costs. The default
by a tenant under its lease could result in delays and costs in enforcing the
lessor's rights. Repayment of the related mortgage loans will be affected by the
expiration of space leases and the ability of the respective borrowers to renew
or relet the space on comparable terms. Even if vacated space is successfully
relet, the costs associated with reletting, including tenant improvements,
leasing commissions and free rent, could be substantial and could reduce cash
flow from the retail properties. The correlation between the success of tenant
businesses and property value is increased when the property is a single tenant
property.

     Whether a shopping center is anchored or unanchored is also an important
distinction. Anchor tenants in shopping centers traditionally have been a major
factor in the public's perception of a shopping center. The anchor tenants at a
shopping center play an important part in generating customer traffic and making
a center a desirable location for other tenants of the center. The failure of an
anchor tenant to renew its lease, the termination of an anchor tenant's lease,
the bankruptcy or economic decline of an anchor tenant, or the cessation of the
business of an anchor tenant--notwithstanding any continued payment of rent--can
have a material negative effect on the economic performance of a shopping
center. Furthermore, the correlation between the success of tenant businesses
and property value is increased when the property is a single tenant property.

     Unlike some other types of commercial properties, retail properties also
face competition from sources outside a given real estate market. Catalogue
retailers, home shopping networks, telemarketing, selling through the Internet,
and outlet centers all compete with more traditional retail properties for
consumer dollars. Continued growth of these alternative retail outlets, which
are often characterized by lower operating costs, could adversely affect the
retail properties.

     Mortgage Loans Secured by Multifamily Rental Properties. Significant
factors determining the value and successful operation of a multifamily rental
property include the following:

     o    location of the property;

     o    the number of competing residential developments in the local market,
          such as apartment buildings, manufactured housing communities and
          site-built single family homes;

     o    the physical attributes of the multifamily building, such as its age
          and appearance; and

     o    state and local regulations affecting the property.

     In addition, the successful operation of an apartment building will depend
upon other factors such as its reputation, the ability of management to provide
adequate maintenance and insurance, and the types of services it provides.


                                       16



     Some 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 basis 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. In many cases, the rent control laws do not provide for decontrol
of rental rates upon vacancy of individual units. Any limitations on a
borrower's ability to raise property rents may impair the borrower's ability to
repay its mortgage loan from its net operating income or the proceeds of a sale
or refinancing of the related mortgaged property.

     Adverse economic conditions, either local, regional or national, may limit
the amount of rent that can be charged, may adversely affect tenants' ability to
pay rent and may result in a reduction in timely rent payments or a reduction in
occupancy levels. Occupancy and rent levels may also be affected by construction
of additional housing units, local military base closings, company relocations
and closings and national and local politics, including current or future rent
stabilization and rent control laws and agreements.

     Multifamily apartment units are typically leased on a short-term basis, and
consequently, the occupancy rate of a multifamily rental property may be subject
to rapid decline, including for some of the foregoing reasons. In addition, the
level of mortgage interest rates may encourage tenants to purchase single-family
housing rather than continue to lease housing. The location and construction
quality of a particular building may affect the occupancy level as well as the
rents that may be charged for individual units. The characteristics of a
neighborhood may change over time or in relation to newer developments.

     Mortgage Loans Secured by Cooperatively Owned Apartment Buildings. A
cooperative apartment building and the land under the building are owned or
leased by a non-profit cooperative corporation. The cooperative corporation is
in turn owned by tenant-shareholders who, through ownership of stock, shares or
membership certificates in the corporation, receive proprietary leases or
occupancy agreements. The proprietary leases and occupancy agreements confer
exclusive rights to occupy specific apartments or units. Generally, a
tenant-shareholder of a cooperative corporation must make a monthly maintenance
payment to the corporation representing the tenant-shareholder's pro rata share
of the corporation's payments in respect of any mortgage loan secured by,
including all real property taxes, maintenance expenses and other capital and
ordinary expenses with respect to, the real property owned by the cooperative
corporation, less any other income that the cooperative corporation may realize.
Payments to the cooperative corporation are in addition to any payments of
principal and interest the tenant-shareholder must make on any loans of the
tenant-shareholder secured by its shares in the corporation.

     A cooperative corporation is directly responsible for building management
and payment of real estate taxes and hazard and liability insurance premiums. A
cooperative corporation's ability to meet debt service obligations on a mortgage
loan secured by the real property owned by the cooperative corporation, as well
as all other operating expenses of the property, is dependent primarily upon the
receipt of maintenance payments from the tenant-shareholders, together with any
rental income from units or commercial space that the cooperative corporation
might control. Unanticipated expenditures may in some cases have to be paid by
special assessments on the tenant-shareholders. A cooperative corporation's
ability to pay the amount of any balloon payment due at the maturity of a
mortgage loan secured by the real property owned by the cooperative corporation
depends primarily on its ability to refinance the mortgage loan. Neither we nor
any other person will have any obligation to provide refinancing for any of the
mortgage loans.

     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. The owner or sponsor allocates shares to each apartment unit, and
the current tenants have a fixed period to subscribe at prices discounted from
the prices to be offered to the public after


                                       17



that period. As part of the consideration for the sale, the owner or sponsor
receives all the unsold shares of the cooperative corporation. The sponsor
usually also controls the corporation's board of directors and management for a
limited period of time.

     Each purchaser of shares in the cooperative corporation generally enters
into a long-term proprietary lease which provides the shareholder with the right
to occupy a particular apartment unit. However, many cooperative conversion
plans are so-called "non-eviction" plans. Under a non-eviction plan, a tenant at
the time of conversion who chooses not to purchase shares is entitled to reside
in the unit as a subtenant from the owner of the shares allocated to that
apartment unit. Any applicable rent control or rent stabilization laws would
continue to be applicable to that subtenancy. The subtenant may be entitled to
renew its lease for an indefinite number of times, with continued protection
from rent increases above those permitted by any applicable rent control and
rent stabilization laws. The shareholder is responsible for the maintenance
payments to the cooperative without regard to its receipt or non-receipt of rent
from the subtenant, which may be lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non-tenant shareholders.

     Mortgage Loans Secured by Industrial Properties. Significant factors that
affect the value of industrial properties are

     o    the quality of tenants;

     o    building design and adaptability; and

     o    the location of the property.

     Industrial properties may be adversely affected by reduced demand for
industrial space occasioned by a decline in a particular industry segment and/or
by a general slow-down in the economy, and an industrial property that suited
the particular needs of its original tenant may be difficult to relet to another
tenant or may become functionally obsolete relative to newer properties.
Furthermore, industrial properties may be adversely affected by the availability
of labor sources or a change in the proximity of supply sources. Because
industrial properties frequently have a single tenant, any related property is
heavily dependent on the success of the tenant's business.

     Aspects of building site, design and adaptability affect the value of an
industrial property. Site characteristics which are valuable to an industrial
property include ceiling heights, column spacing, number of bays and bay depths,
divisibility, floor loading capacities, truck turning radius and overall
functionality and accessibility. Nevertheless, site characteristics of an
industrial property suitable for one tenant may not be appropriate for other
potential tenants, which may make it difficult to relet the property.

     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.
Further, industrial properties may be adversely affected by economic declines in
the industry segment of their tenants.

     Mortgage Loans Secured by Warehouse, Mini-Warehouse and Self-Storage
Facilities. Because of relatively low acquisition costs and break-even occupancy
rates, warehouse, mini-warehouse and self-storage properties ("Storage
Properties") are considered vulnerable to competition. Despite their relatively
low acquisition costs, and because of their particular building characteristics,
Storage Properties would require substantial capital investments in order to
adapt them to alternative uses. Limited adaptability to other uses may
substantially reduce the liquidation value of a Storage Property. In addition to
competition, factors that affect the success of a Storage Property include the
location and visibility of the facility, its proximity to apartment complexes or
commercial users, trends of apartment tenants in the area moving to
single-family homes, services provided, including security and accessibility,
age of improvements, the appearance of the improvements and the quality of
management.

     Mortgage Loans Secured by Hotel and Motel Properties. Hotel and motel
properties may include full service hotels, resort hotels with many amenities,
limited service hotels, hotels and motels associated with national franchise
chains, hotels and motels associated with regional franchise chains and hotels
that are not affiliated with any franchise chain but may have their own brand
identity. Various factors, including location, quality and franchise


                                       18



affiliation affect the economic performance of a hotel or motel. Adverse
economic conditions, either local, regional or national, may limit the amount
that can be charged for a room and may result in a reduction in occupancy
levels. The construction of competing hotels and motels can have similar
effects. To meet competition in the industry and to maintain economic values,
continuing expenditures must be made for modernizing, refurbishing, and
maintaining existing facilities prior to the expiration of their anticipated
useful lives. Because hotel and motel rooms generally are rented for short
periods of time, hotels and motels tend to respond more quickly to adverse
economic conditions and competition than do other commercial properties.
Furthermore, the financial strength and capabilities of the owner and operator
of a hotel or motel may have an impact on quality of service and economic
performance. Additionally, the lodging industry, in certain locations, is
seasonal in nature and this seasonality can be expected to cause periodic
fluctuations in room and other revenues, occupancy levels, room rates and
operating expenses. The demand for particular accommodations may also be
affected by changes in travel patterns caused by changes in energy prices,
strikes, relocation of highways, the construction of additional highways and
other factors.

     The viability of any hotel or motel property that is part of a national or
regional hotel or motel chain depends in part on the continued existence and
financial strength of the franchisor, the public perception of the franchise
service mark and the duration of the franchise licensing agreement. The
transferability of franchise license agreements may be restricted and, in the
event of a foreclosure on any related hotel or motel property, the consent of
the franchisor for the continued use of the franchise license by the hotel or
motel property would be required. Conversely, a lender may be unable to remove a
franchisor that it desires to replace following a foreclosure. Further, in the
event of a foreclosure on a hotel or motel property, it is unlikely that the
purchaser of the related hotel or motel property would be entitled to the rights
under any associated liquor license, and the purchaser would be required to
apply in its own right for that license. There can be no assurance that a new
license could be obtained or that it could be obtained promptly.

     Mortgage Loans Secured by Manufactured Housing Community Properties and
Recreational Vehicle Parks. Manufactured housing community properties consist of
land that is divided into "spaces" or "homesites" that are primarily leased to
manufactured housing community unit owners. Accordingly, the related mortgage
loans will be secured by mortgage liens on the real estate, or a leasehold
interest therein, upon which the manufactured housing community units are
situated, but not the units themselves. The manufactured housing community unit
owner often invests in site-specific improvements, including carports, steps,
fencing, skirts around the base of the unit, and landscaping. The park owner
typically provides private roads within the park, common facilities and, in many
cases, utilities. Park amenities may include

     o    driveways;

     o    visitor parking;

     o    recreational vehicle and pleasure boat storage;

     o    laundry facilities;

     o    community rooms;

     o    swimming pools;

     o    tennis courts;

     o    security systems; and

     o    health clubs.

     Due to relocation costs and, in some cases, demand for manufactured housing
community unit spaces, the value of a unit in place in a park is generally
higher, and can be significantly higher, than the value of the same unit not
placed in a park. As a result, a well-operated manufactured housing community
that has achieved stabilized occupancy is typically able to maintain occupancy
at or near that level. For the same reason, a lender that provided


                                       19



financing for the unit of a tenant who defaulted in his or her space rent
generally has an incentive to keep rental payments current until the mobile home
can be resold in place, rather than to allow the unit to be removed from the
park.

     Recreational vehicle parks lease spaces primarily or exclusively for motor
homes, travel trailers and portable truck campers primarily designed for
recreational, camping or travel use. In general, parks that lease recreational
vehicle spaces can be viewed as having a less stable tenant population than
parks occupied predominantly by mobile homes. However, it is not unusual for the
owner of a recreational vehicle to leave the vehicle at the park on a year-round
basis or to use the vehicle as low cost housing and reside in the park
indefinitely.

     Mortgage loans secured by liens on manufactured housing community
properties and recreational vehicle parks are affected by factors not associated
with loans secured by liens on other types of income-producing real estate. The
successful operation of these types of properties will generally depend upon the
number of competing parks, as well as upon other factors, including its age,
appearance, reputation, the ability of management to provide adequate
maintenance and insurance, and the types of facilities and services it provides.
Manufactured housing community properties also compete against alternative forms
of residential housing, including

     o    multifamily rental properties;

     o    cooperatively-owned apartment buildings;

     o    condominium complexes; and

     o    single-family residential developments.

     Recreational vehicle parks also compete against alternative forms of
recreation and short-term lodging, for example, staying at a hotel at the beach.
Manufactured housing community properties and recreational vehicle parks are
"special purpose" properties that cannot be readily converted to general
residential, retail or office use. Thus, if the operation of a manufactured
housing community or recreational vehicle park 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 the manufactured housing community may be substantially
less, relative to the amount owing on the mortgage loan, than would be the case
if the manufactured housing community or recreational vehicle park were readily
adaptable to other uses.

     Certain states regulate the relationship of a manufactured housing
community 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. Manufactured housing
community 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 basis on which a landlord may terminate a unit owner's tenancy or increase
its rent or prohibit a landlord from terminating a tenancy solely by reason of
the sale of the owner's unit. Certain states also regulate changes in
manufactured housing community use and require that the landlord give written
notice to its tenants a substantial period of time prior to the projected
change.

     In addition to state regulation of the landlord-tenant relationship,
numerous counties and municipalities impose rent control on manufactured housing
communities. 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. In many cases, the rent control laws either do not
provide for decontrol of rental rates upon vacancy of individual units or permit
decontrol only in the relatively rare event that the unit is removed from the
unit site. Any limitations on a borrower's ability to raise property rents may
impair the related borrower's ability to repay its mortgage loan from its net
operating income or the proceeds of a sale or refinancing of the related
mortgaged property.


                                       20



     Default and Loss Considerations with Respect to the Mortgage Loans.
Mortgage loans secured by liens on income-producing properties are substantially
different from loans made on the security of owner-occupied single-family homes.
The repayment of a loan secured by a lien on an income-producing property is
typically dependent upon the successful operation of that property--that is, its
ability to generate income. Moreover, some or all of the mortgage loans included
in a particular trust fund may be non-recourse loans. Absent special facts,
recourse in the case of default of non-recourse loans will be limited to the
mortgaged property and the other assets, if any, that were pledged to secure
repayment of the mortgage loan.

     Lenders typically look to the Debt Service Coverage Ratio of a loan secured
by income-producing property as an important factor in evaluating the risk of
default on such a loan. The Net Operating Income of a mortgaged property will
fluctuate over time and may or may not be sufficient to cover debt service on
the related mortgage loan at any given time. As the primary source of the
operating revenues of a non-owner occupied, income-producing property, rental
income--and, with respect to a mortgage loan secured by a cooperative apartment
building, maintenance payments from tenant-stockholders of a cooperative--may be
affected by the condition of the applicable real estate market and/or the
economy of the area in which the mortgaged property is located or the industry
that it services. In addition, properties typically leased, occupied or used on
a short-term basis, such as some healthcare-related facilities, hotels and
motels, and mini-warehouse and self-storage facilities, tend to be affected more
rapidly by changes in market or business conditions than do properties typically
leased for longer periods, such as warehouses, retail stores, office buildings
and industrial plants. Commercial properties may be owner-occupied or leased to
a small number of tenants. Thus, the Net Operating Income of such a mortgaged
property may depend substantially on the financial condition of the borrower or
a tenant, and mortgage loans secured by liens on those properties may pose
greater risks than loans secured by liens on multifamily properties or on
multi-tenant commercial properties.

     Increases in operating expenses due to the general economic climate or
economic conditions in a locality or industry segment, such as increases in
interest rates, real estate tax rates, energy costs, labor costs and other
operating expenses, and/or to changes in governmental rules, regulations and
fiscal policies, may also affect the risk of default on a mortgage loan. As may
be further described in the related prospectus supplement, in some cases leases
of mortgaged properties may provide that the lessee, rather than the
borrower/landlord, is responsible for payment of operating expenses. However,
the existence of net of expense provisions will result in stable Net Operating
Income to the borrower/landlord only to the extent that the lessee is able to
absorb operating expense increases while continuing to make rent payments.

     Lenders also look to the Loan-to-Value Ratio of a mortgage loan as a factor
in evaluating risk of loss if a property must be liquidated following a default.
The lower the Loan-to-Value Ratio, the greater the percentage of the borrower's
equity in a mortgaged property. This in turn has the following effects:

     o    it increases the incentive of the borrower to perform under the terms
          of the related mortgage loan, in order to protect the equity; and

     o    it increases the cushion provided to the lender against loss on
          liquidation following a default.

     Loan-to-Value Ratios will not necessarily constitute an accurate measure of
the risk of liquidation loss in a pool of mortgage loans. For example, the value
of a mortgaged property as of the date of initial issuance of the related series
of certificates may be less than the Value determined at loan origination, and
will likely continue to fluctuate from time to time based upon changes in
economic conditions, the real estate market and other factors described in this
prospectus. Moreover, even when current, an appraisal is not necessarily a
reliable estimate of value. Appraised values of income-producing properties are
generally based on:

     o    the market comparison method, i.e., recent resale value of comparable
          properties at the date of the appraisal;

     o    the cost replacement method, i.e., the cost of replacing the property
          at the date;


                                       21



     o    the income capitalization method, i.e., a projection of value based
          upon the property's projected net cash flow; or

     o    upon a selection from or interpolation of the values derived from the
          foregoing methods.

     Each of these appraisal methods can present analytical difficulties. It is
often difficult to find truly comparable properties that have recently been
sold; the replacement cost of a property may have little to do with its current
market value; and income capitalization is inherently based on inexact
projections of income and expense and the selection of an appropriate
capitalization rate and discount rate. Where more than one of these appraisal
methods are used and provide significantly different results, an accurate
determination of value and, correspondingly, a reliable analysis of default and
loss risks, is even more difficult.

     While we believe that the foregoing considerations are important factors
that generally distinguish loans secured by liens on income-producing real
estate from single-family mortgage loans, there can be no assurance that all of
the foregoing factors will in fact have been prudently considered by the
originators of the mortgage loans, or that, for a particular mortgage loan, they
are complete or relevant. For additional information regarding risks associated
with mortgage loans, you should review the sections in this prospectus titled
"Risk Factors--Risks Relating to the Mortgage Loans--Mortgage Loans are
susceptible to numerous risks that may result in losses to you" and "--Mortgage
loans with balloon payments involve the risk that borrowers may not be able to
refinance the loan or sell the related property."

     Payment Provisions of the Mortgage Loans. Unless otherwise specified in the
related prospectus supplement, all of the mortgage loans will have the following
characteristics:

     o    have had individual principal balances at origination of not less than
          $25,000;

     o    have had original terms to maturity of not more than 40 years; and

     o    provide for scheduled payments of principal, interest or both, to be
          made on specified dates, known as due dates, that occur monthly,
          quarterly, semi-annually or annually.

     A mortgage loan may also have the following characteristics:

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

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

     o    be fully amortizing or partially amortizing or non-amortizing, with a
          balloon payment due on its stated maturity date; and

     o    prohibit over its term or for a certain period prepayments (the period
          of the prohibition is known as a lock-out period and its date of
          expiration is known as a lock-out date) and/or require payment of a
          premium or a yield maintenance penalty, more commonly known as a
          prepayment premium) in connection with some prepayments, in each case
          as described in the related prospectus supplement.

     A mortgage loan may also contain a provision that entitles the lender to a
share of appreciation of the related mortgaged property, or profits realized
from the operation or disposition of the related mortgaged property or the
benefit, if any, resulting from the refinancing of the mortgage loan as
described in the related prospectus supplement. If holders of any class or
classes of offered certificates of a series will be entitled to all or a portion
of an equity participation in addition to payments of interest on and/or
principal of the offered certificates, the related


                                       22



prospectus supplement will describe the equity participation and the method or
methods by which distributions relating to the equity participation will be made
to the holders.

     Mortgage Loan Information in Prospectus Supplements. Each prospectus
supplement will contain information pertaining to the mortgage loans in the
related trust fund, which will generally be current as of a date specified in
the related prospectus supplement. To the extent then applicable and
specifically known to us, the prospectus supplement will include the following:

     1. the aggregate outstanding principal balance and the largest, smallest
and average outstanding principal balance of the mortgage loans;

     2. the type or types of property that provide security for repayment of the
mortgage loans;

     3. the earliest and latest origination date and maturity date of the
mortgage loans;

     4. the original and remaining terms to maturity of the mortgage loans, or
the respective ranges those terms to maturity, and the weighted average original
and remaining terms to maturity of the mortgage loans;

     5. the original Loan-to-Value Ratios of the mortgage loans, or the range of
those Loan-to-Value Ratios, and the weighted average original Loan-to-Value
Ratio of the mortgage loans;

     6. the mortgage rates borne by the mortgage loans, or range of those
mortgage rates, and the weighted average mortgage rate borne by the mortgage
loans;

     7. with respect to mortgage loans with adjustable mortgage rates ("ARM
Loans"), the index or indices upon which the adjustments are based, the
adjustment dates, the range of gross margins and the weighted average gross
margin, and any limits on mortgage rate adjustments at the time of any
adjustment and over the life of the ARM Loan;

     8. information regarding the payment characteristics of the mortgage loans,
including, without limitation, balloon payment and other amortization
provisions, lock-out periods and prepayment premiums;

     9. the Debt Service Coverage Ratios of the mortgage loans, either at
origination or as of a more recent date, or the range of those Debt Service
Coverage Ratios, and the weighted average of the Debt Service Coverage Ratios;
and

     10. the geographic distribution of the mortgaged properties on a
state-by-state basis.

     In appropriate cases, the related prospectus supplement will also contain
some information available to us that pertains to the provisions of leases and
the nature of tenants of the mortgaged properties. If we are unable to tabulate
the specific information described above at the time offered certificates of a
series are initially offered, more general information of the nature described
above will be provided in the related prospectus supplement, and specific
information will be set forth in a report which will be available to purchasers
of those certificates at or before their initial issuance and will be filed as
part of a Current Report on Form 8-K with the SEC within fifteen days following
their issuance.

MBS

     Mortgage-backed securities included in a trust fund may include:

     o    mortgage pass-through certificates or other mortgage-backed securities
          that are not guaranteed or insured by the United States or any of its
          agencies or instrumentalities; or

     o    certificates insured or guaranteed by FHLMC, FNMA, GNMA or FAMC
          provided that, unless otherwise specified in the related prospectus
          supplement, each MBS will evidence an interest in, or will be secured
          by


                                       23



          a pledge of, mortgage loans that conform to the descriptions of the
          mortgage loans contained in this prospectus.

     Any MBS will have been issued pursuant to a participation and servicing
agreement, a pooling and servicing agreement, an indenture or similar agreement.
The issuer of the MBS and/or the servicer of the underlying mortgage loans will
have entered into the MBS agreement, generally with a trustee or, in the
alternative, with the original purchaser or purchasers of the MBS.

     The MBS may have been issued in one or more classes with characteristics
similar to the classes of certificates described in this prospectus.
Distributions in respect of the MBS will be made by the MBS issuer, the MBS
servicer or the MBS trustee on the dates specified in the related prospectus
supplement. The MBS issuer or the MBS servicer or another person specified in
the related prospectus supplement may have the right or obligation to repurchase
or substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.

     Reserve funds, subordination or other credit support similar to that
described for the certificates under "Description of Credit Support" in this
prospectus may have been provided with respect to the MBS. The type,
characteristics and amount of credit support, if any, will be a function of the
characteristics of the underlying mortgage loans and other factors and generally
will have been established on the basis of the requirements of any rating agency
that may have assigned a rating to the MBS, or by the initial purchasers of the
MBS.

     The prospectus supplement for a series of certificates that evidence
interests in MBS will specify, to the extent available, the following:

     1. the aggregate approximate initial and outstanding principal amount and
type of the MBS to be included in the trust fund;

     2. the original and remaining term to stated maturity of the MBS, if
applicable;

     3. the pass-through or bond rate of the MBS or the formula for determining
those rates;

     4. the payment characteristics of the MBS;

     5. the MBS issuer, MBS servicer and MBS trustee, as applicable;

     6. a description of the credit support, if any;

     7. the circumstances under which the related underlying mortgage loans, or
the MBS themselves, may be purchased prior to their maturity;

     8. the terms on which mortgage loans may be substituted for those
originally underlying the MBS;

     9. the type of mortgage loans underlying the MBS and, to the extent
available to us and appropriate under the circumstances, any other information
in respect of the underlying mortgage loans described under "--Mortgage
Loans--Mortgage Loan Information in Prospectus Supplements"; and

     10. the characteristics of any cash flow agreements that relate to the MBS.

CERTIFICATE ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which the person or persons
designated in the related prospectus supplement will, to the extent described in
this prospectus and in the prospectus supplement, deposit all payments and
collections received or advanced with respect to the mortgage assets and other
assets in the trust fund. A certificate account may be maintained as an interest
bearing or a non-interest bearing account, and funds held in a certificate
account may be held as cash or invested in


                                       24



some obligations acceptable to each rating agency rating one or more classes of
the related series of offered certificates.

CREDIT SUPPORT

     If so provided in the prospectus supplement for a series of certificates,
partial or full protection against some defaults and losses on the mortgage
assets in the related trust fund may be provided to one or more classes of
certificates of that series in the form of subordination of one or more other
classes of certificates of the series or by one or more other types of credit
support arrangements. Other types of credit support arrangements may include
letters of credit, insurance policies, guarantees, surety bonds or reserve
funds, among others, or a combination. The amount and types of credit support,
the identification of the entity providing it, if applicable, and related
information with respect to each type of credit support, if any, will be set
forth in the prospectus supplement for a series of certificates. For additional
information regarding credit support, you should review the sections in this
prospectus titled " Risk Factors--Risks Relating to the Mortgage Loans--Credit
support for a series of certificates may cover some of your losses or risks but
may not cover all potential risks to you."

CASH FLOW AGREEMENTS

     If so provided in the prospectus supplement for a series of certificates,
the related trust fund may include guaranteed investment contracts pursuant to
which moneys held in the funds and accounts established for that series will be
invested at a specified rate. The trust fund may also include interest rate
exchange agreements, interest rate cap or floor agreements, or currency exchange
agreements, which agreements are designed to reduce the effects of interest rate
or currency exchange rate fluctuations on the mortgage assets on one or more
classes of certificates. The principal terms of any guaranteed investment
contract or other agreement, and the identity of an obligor or counterparty
under the agreement, will be described in the prospectus supplement for a series
of certificates.

                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on any offered certificate will depend on the price paid by the
certificateholder, the pass-through rate of the certificate and the amount and
timing of distributions on the certificate. The following discussion
contemplates a trust fund that consists solely of mortgage loans. While the
characteristics and behavior of mortgage loans underlying an MBS can generally
be expected to have the same effect on the yield to maturity and/or weighted
average life of a class of certificates as will the characteristics and behavior
of comparable mortgage loans, the effect may differ due to the payment
characteristics of the MBS. If a trust fund includes MBS, the related prospectus
supplement will discuss the effect that the MBS payment characteristics may have
on the yield to maturity and weighted average lives of the offered certificates
of the related series.

PASS-THROUGH RATE

     The certificates of any class within a series may have a fixed, variable or
adjustable pass-through rate, which may or may not be based upon the interest
rates borne by the mortgage loans in the related trust fund. The prospectus
supplement with respect to any series of certificates will specify the
pass-through rate for each class of offered certificates of the series or, in
the case of a class of offered certificates with a variable or adjustable
pass-through rate the prospectus supplement will specify, the method of
determining the pass-through rate. The prospectus supplement will also discuss
the effect, if any, of the prepayment of any mortgage loan on the pass-through
rate of one or more classes of offered certificates and whether the
distributions of interest on the offered certificates of any class will be
dependent, in whole or in part, on the performance of any obligor under a
guaranteed investment contract or other agreement.


                                       25



PAYMENT DELAYS

     With respect to any series of certificates, a period of time will elapse
between the date upon which payments on the mortgage loans in the related trust
fund are due and the distribution date on which the payments are passed through
to certificateholders. That delay will effectively reduce the yield that would
otherwise be produced if payments on those mortgage loans were distributed to
certificateholders on or near the date they were due.

SHORTFALLS IN COLLECTIONS OF INTEREST AS A RESULT OF PREPAYMENTS OF MORTGAGE
LOANS

     When a principal prepayment in full or in part is made on a mortgage loan,
the borrower is generally charged interest on the amount of the prepayment only
through the date of the prepayment, instead of through the due date for the next
succeeding scheduled payment. However, interest accrued on any series of
certificates and distributable on any distribution date will generally
correspond to interest accrued on the mortgage loans to their respective due
dates during the related Due Period. Consequently, if a prepayment on any
mortgage loan is distributable to certificateholders on a particular
distribution date, but the prepayment is not accompanied by interest to the due
date for the mortgage loan in the related Due Period, then the interest charged
to the borrower, net of servicing and administrative fees, may be less than the
corresponding amount of interest accrued and otherwise payable on the
certificates of the related series. If and to the extent that any shortfall is
allocated to a class of offered certificates, the yield on those certificates
will be adversely affected. The prospectus supplement for each series of
certificates will describe the manner in which any prepayment interest
shortfalls will be allocated among the classes of certificates. If so specified
in the prospectus supplement for a series of certificates, the servicer for that
series will be required to apply some or all of its servicing compensation for
the corresponding period to offset the amount of any prepayment interest
shortfalls. The related prospectus supplement will also describe any other
amounts available to offset shortfalls.

     For additional information regarding prepayment interest shortfalls, you
should review the section in this prospectus titled "Description of the Pooling
and Servicing Agreements--Servicing Compensation and Payment of Expenses."

YIELD AND PREPAYMENT CONSIDERATIONS

     A certificate's yield to maturity will be affected by the rate of principal
payments on the mortgage loans in the related trust fund and the allocation of
those payments to reduce the principal balance--or notional amount, if
applicable--of that certificate. The rate of principal payments on the mortgage
loans in any trust fund will in turn be affected by their amortization
schedules, the dates on which any balloon payments are due, and the rate of
voluntary and/or involuntary principal prepayments. You should note that the
amortization schedule of an ARM Loan may change periodically to accommodate
adjustments to the mortgage rate thereon and that these changes may affect the
rate of principal payments on an ARM loan. Because the rate of principal
prepayments on the mortgage loans in any trust fund will depend on future events
and a variety of factors, as described more fully below, no assurance can be
given as to the rate at which any one will prepay.

     The extent to which the yield to maturity of a class of offered
certificates of any series may vary from the anticipated yield will depend upon
the degree to which they are purchased at a discount or premium and when, and to
what degree, payments of principal on the mortgage loans in the related trust
fund are in turn distributed on the certificates of that series or, in the case
of a class of stripped interest certificates, result in the reduction of its
notional amount. You should consider, in the case of any offered certificate
purchased at a discount, the risk that a slower than anticipated rate of
principal payments on the mortgage loans in the related trust fund could result
in an actual yield to you that is lower than the anticipated yield and, in the
case of any offered certificate purchased at a premium, the risk that a faster
than anticipated rate of principal payments on the mortgage loans could result
in an actual yield to you that is lower than the anticipated yield. In addition,
if you purchase an offered certificate at a discount, or a premium, and
principal payments are made in reduction of the principal balance or notional
amount of your offered certificates at a rate slower, or faster, than the rate
anticipated by you during any particular period, the consequent adverse effects
on your yield would not be fully offset by a subsequent like increase, or
decrease, in the rate of principal payments.


                                       26



     A class of certificates, including a class of offered certificates, may
provide that on any distribution date the holders of those certificates are
entitled to a pro rata share of the prepayments on the mortgage loans in the
related trust fund that are distributable on the date, to a disproportionately
large share--which, in some cases, may be all--of the prepayments, or to a
disproportionately small share--which, in some cases, may be none--of the
prepayments. As and to the extent described in the related prospectus
supplement, the respective entitlements of the various classes of certificates
of any series to receive distributions in respect of payments and, in
particular, prepayments of principal of the mortgage loans in the related trust
fund may vary based on the occurrence of some events, e.g., the retirement of
one or more classes of certificates of the series, or subject to some
contingencies, e.g., prepayment and default rates with respect to the mortgage
loans.

     In general, the notional amount of a class of stripped interest
certificates will either:

     o    be based on the principal balances of some or all of the mortgage
          assets in the related trust fund; or

     o    equal the certificate balances of one or more of the other classes of
          certificates of the same series.

Accordingly, the yield on stripped interest certificates will be inversely
related to the rate at which payments and other collections of principal are
received on mortgage assets or distributions are made in reduction of the
certificate balances of the certificates, as the case may be.

     Consistent with the foregoing, if a class of certificates of any series
consists of stripped interest certificates or stripped principal certificates, a
lower than anticipated rate of principal prepayments on the mortgage loans in
the related trust fund will negatively affect the yield to investors in stripped
principal certificates, and a higher than anticipated rate of principal
prepayments on the mortgage loans will negatively affect the yield to investors
in stripped interest certificates. If the offered certificates of a series
include any of those certificates, the related prospectus supplement will
include a table showing the effect of various assumed levels of prepayment on
yields on those certificates. The tables will be intended to illustrate the
sensitivity of yields to various assumed prepayment rates and will not be
intended to predict, or to provide information that will enable you to predict,
yields or prepayment rates.

     We are not aware of any relevant publicly available or authoritative
statistics with respect to the historical prepayment experience of a group of
multifamily or commercial mortgage loans. However, the extent of prepayments of
principal of the mortgage loans in any trust fund may be affected by a number of
factors, including, without limitation, the availability of mortgage credit, the
relative economic vitality of the area in which the mortgaged properties are
located, the quality of management of the mortgaged properties, the servicing of
the mortgage loans, possible changes in tax laws and other opportunities for
investment. In addition, the rate of principal payments on the mortgage loans in
any trust fund may be affected by the existence of lock-out periods and
requirements that principal prepayments be accompanied by prepayment premiums,
and by the extent to which the provisions may be practicably enforced.

     The rate of prepayment on a pool of mortgage loans is also affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
coupon, a borrower may have an increased incentive to refinance its mortgage
loan. Even in the case of ARM Loans, as prevailing market interest rates
decline, and without regard to whether the mortgage rates on the ARM Loans
decline in a manner consistent therewith, the related borrowers may have an
increased incentive to refinance for purposes of either:

     o    converting to a fixed rate loan and thereby locking in the rate; or

     o    taking advantage of a different index, margin or rate cap or floor on
          another adjustable rate mortgage loan.

     Depending on prevailing market interest rates, the outlook for market
interest rates and economic conditions generally, some borrowers may sell
mortgaged properties in order to realize their equity therein, to meet cash flow
needs or to make other investments. In addition, some borrowers may be motivated
by federal and state tax laws--which are subject to change--to sell mortgaged
properties prior to the exhaustion of tax depreciation benefits. We


                                       27



will make no representation as to the particular factors that will affect the
prepayment of the mortgage loans in any trust fund, as to their relative
importance, as to the percentage of the principal balance of mortgage loans that
will be paid as of any date or as to the overall rate of prepayment on those
mortgage loans.

WEIGHTED AVERAGE LIFE AND MATURITY

     The rate at which principal payments are received on the mortgage loans in
any trust fund will affect the ultimate maturity and the weighted average life
of one or more classes of the certificates of the series. Weighted average life
refers to the average amount of time that will elapse from the date of issuance
of an instrument until each dollar allocable as principal of the instrument is
repaid to the investor.

     The weighted average life and maturity of a class of certificates of any
series will be influenced by the rate at which principal on the related mortgage
loans, whether in the form of scheduled amortization or prepayments--for this
purpose, the term prepayment includes voluntary prepayments, liquidations due to
default and purchases of mortgage loans out of the related trust fund--is paid
to that class. Prepayment rates on loans are commonly measured relative to a
prepayment standard or model, such as the constant prepayment rate ("CPR")
prepayment model or the standard prepayment assumption ("SPA") prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of loans for the life of the related mortgage loans. SPA represents an
assumed variable rate of prepayment each month, expressed as an annual
percentage, relative to the then outstanding principal balance of a pool of
loans, with different prepayment assumptions often expressed as percentages of
SPA. For example, a prepayment assumption of 100% of SPA assumes prepayment
rates of 0.2% per annum of the then outstanding principal balance of the loans
in the first month of the life of the loans and an additional 0.2% per annum in
each month thereafter until the thirtieth month. Beginning in the thirtieth
month, and in each month thereafter during the life of the loans, 100% of SPA
assumes a constant prepayment rate of 6% per annum each month.

     Neither CPR nor SPA nor any other prepayment model or assumption purports
to be a historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of loans. Moreover, the
CPR and SPA models were developed based upon historical prepayment experience
for single-family loans. Thus, it is unlikely that the prepayment experience of
the mortgage loans included in any trust fund will conform to any particular
level of CPR or SPA.

     The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of offered certificates of the series. The prospectus supplement
will also contain the percentage of the initial certificate balance or notional
amount of each class of offered certificates that would be outstanding on
specified distribution dates based on the assumptions stated in that prospectus
supplement, including assumptions that prepayments on the related mortgage loans
are made at rates corresponding to various percentages of CPR or SPA, or at
other rates specified in the prospectus supplement. The tables and assumptions
will illustrate the sensitivity of the weighted average lives of the
certificates to various assumed prepayment rates and will not be intended to
predict, or to provide information that will enable investors to predict, the
actual weighted average lives of the certificates.

CONTROLLED AMORTIZATION CLASSES AND COMPANION CLASSES

     A series of certificates may include one or more controlled amortization
classes, which will entitle the holders of those certificates to receive
principal distributions according to a specified principal payment schedule. The
principal payment schedule is supported by creating priorities, as and to the
extent described in the related prospectus supplement, to receive principal
payments from the mortgage loans in the related trust fund. Unless otherwise
specified in the related prospectus supplement, each controlled amortization
class will either be a planned amortization class or a targeted amortization
class. In general, a planned amortization class has a prepayment collar--that
is, a range of prepayment rates that can be sustained without disruption--that
determines the principal cash flow of the certificates. A prepayment collar is
not static, and may expand or contract after the issuance of the planned
amortization class depending on the actual prepayment experience for the
underlying mortgage loans. Distributions of principal on a planned amortization
class would be made in accordance with the specified schedule so long as
prepayments on the underlying mortgage loans remain at a relatively constant
rate within the prepayment collar and, as described below, companion classes
exist to absorb excesses or shortfalls in principal payments on the


                                       28



underlying mortgage loans. If the rate of prepayment on the underlying mortgage
loans from time to time falls outside the prepayment collar, or fluctuates
significantly within the prepayment collar, especially for any extended period
of time, such an event may have material consequences in respect of the
anticipated weighted average life and maturity for a planned amortization class.
A targeted amortization class is structured so that principal distributions
generally will be payable in accordance with its specified principal payments
schedule so long as the rate of prepayments on the related mortgage assets
remains relatively constant at the particular rate used in establishing the
schedule. A targeted amortization class will generally afford the holders some
protection against early retirement or some protection against an extended
average life, but not both.

     Although prepayment risk cannot be eliminated entirely for any class of
certificates, a controlled amortization class will generally provide a
relatively stable cash flow so long as the actual rate of prepayment on the
mortgage loans in the related trust fund remains relatively constant at the
rate, or within the range of rates, of prepayment used to establish the specific
principal payment schedule for those certificates. Prepayment risk with respect
to a given mortgage asset pool does not disappear, however, and the stability
afforded to a controlled amortization class comes at the expense of one or more
companion classes of the same series, any of which companion classes may also be
a class of offered certificates. In general, and as more particularly described
in the related prospectus supplement, a companion class will entitle the holders
of certificates in that class to a disproportionately large share of prepayments
on the mortgage loans in the related trust fund when the rate of prepayment is
relatively fast, and will entitle those holders to a disproportionately small
share of prepayments on the mortgage loans in the related trust fund when the
rate of prepayment is relatively slow. A class of certificates that entitles the
holders to a disproportionately large share of the prepayments on the mortgage
loans in the related trust fund enhances the risk of early retirement of that
class, known as call risk, if the rate of prepayment is relatively fast; while a
class of certificates that entitles its holders to a disproportionately small
share of the prepayments on the mortgage loans in the related trust fund
enhances the risk of an extended average life of that class, known as extension
risk, if the rate of prepayment is relatively slow. Thus, as and to the extent
described in the related prospectus supplement, a companion class absorbs some,
but not all, of the call risk and/or extension risk that would otherwise belong
to the related controlled amortization class if all payments of principal of the
mortgage loans in the related trust fund were allocated on a pro rata basis.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
included in a particular trust fund may require that balloon payments be made at
maturity. Because the ability of a borrower to make a balloon payment typically
will depend upon its ability either to refinance the loan or to sell the related
mortgaged property, there is a risk that mortgage loans that require balloon
payments may default at maturity, or that the maturity of such a mortgage loan
may be extended in connection with a workout. In the case of defaults, recovery
of proceeds may be delayed by, among other things, bankruptcy of the borrower or
adverse conditions in the market where the property is located. In order to
minimize losses on defaulted mortgage loans, the servicer or a special servicer,
to the extent and under the circumstances set forth in this prospectus and in
the related prospectus supplement, may be authorized to modify mortgage loans
that are in default or as to which a payment default is imminent. Any defaulted
balloon payment or modification that extends the maturity of a mortgage loan may
delay distributions of principal on a class of offered certificates and thereby
extend the weighted average life of the certificates and, if the certificates
were purchased at a discount, reduce the yield thereon.

     Negative Amortization. The weighted average life of a class of certificates
can be affected by mortgage loans that permit negative amortization to occur. A
mortgage loan that provides for the payment of interest calculated at a rate
lower than the rate at which interest accrues on those mortgage loan would be
expected during a period of increasing interest rates to amortize at a slower
rate, and perhaps not at all, than if interest rates were declining or were
remaining constant. A slower rate of mortgage loan amortization would
correspondingly be reflected in a slower rate of amortization for one or more
classes of certificates of the related series. In addition, negative
amortization on one or more mortgage loans in any trust fund may result in
negative amortization on the certificates of the related series. The related
prospectus supplement will describe, if applicable, the manner in which negative
amortization in respect of the mortgage loans in any trust fund is allocated
among the respective classes of certificates of the related series. Negative
amortization allocated to a class of certificates may result in a deferral of
some or all of the interest payable on those certificates, which deferred
interest may be added to the certificate balance of those certificates.
Accordingly, the weighted average lives of mortgage loans that permit negative


                                       29



amortization, and that of the classes of certificates to which any related
negative amortization would be allocated or that would bear the effects of a
slower rate of amortization on the mortgage loans, may increase as a result of
this feature.

     Negative amortization also may occur in respect of an ARM Loan that limits
the amount by which its scheduled payment may adjust in response to a change in
its mortgage rate, provides that its scheduled payment will adjust less
frequently than its mortgage rate or provides for constant scheduled payments
notwithstanding adjustments to its mortgage rate. Conversely, during a period of
declining interest rates, the scheduled payment on a mortgage loan may exceed
the amount necessary to amortize the loan fully over its remaining amortization
schedule thereby resulting in the accelerated amortization of the mortgage loan.
Any related acceleration in amortization of its principal balance will shorten
the weighted average life of a mortgage loan and, correspondingly, the weighted
average lives of those classes of certificates entitled to a portion of the
principal payments on the mortgage loan.

     The extent to which the yield on any offered certificate will be affected
by the inclusion in the related trust fund of mortgage loans that permit
negative amortization, will depend upon:

     o    whether the offered certificate was purchased at a premium or a
          discount; and

     o    the extent to which the payment characteristics of those mortgage
          loans delay or accelerate the distributions of principal on the
          certificate, or, in the case of a stripped interest certificate, delay
          or accelerate the amortization of its notional amount.

     For additional information on the effects of negative amortization on the
yield of certificates, you should review the section titled "--Yield and
Prepayment Considerations" above.

     Foreclosures and Payment Plans. The number of foreclosures and the
principal amount of the mortgage loans that are foreclosed in relation to the
number and principal amount of mortgage loans that are repaid in accordance with
their terms will affect the weighted average lives of those mortgage loans and,
accordingly, the weighted average lives of and yields on the certificates of the
related series. Servicing decisions made with respect to the mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings, may also have an
effect upon the payment patterns of particular mortgage loans and thus the
weighted average lives of and yields on the certificates of the related series.

     Losses and Shortfalls on the Mortgage Loans. The yield to holders of the
offered certificates of any series will directly depend on the extent to which
the holders are required to bear the effects of any losses or shortfalls in
collections arising out of defaults on the mortgage loans in the related trust
fund and the timing of the losses and shortfalls. In general, the earlier that
any loss or shortfall occurs, the greater will be the negative effect on yield
for any class of certificates that is required to bear its effects.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, allocations of
losses and shortfalls may be effected by a reduction in the entitlements to
interest and/or certificate balances of one or more classes of certificates, or
by establishing a priority of payments among those classes of certificates.

     The yield to maturity on a class of subordinate certificates may be
extremely sensitive to losses and shortfalls in collections on the mortgage
loans in the related trust fund.


                                       30



     Additional Certificate Amortization. In addition to entitling the holders
to a specified portion--which may during specified periods range from none to
all--of the principal payments received on the mortgage assets in the related
trust fund, one or more classes of certificates of any series, including one or
more classes of offered certificates of the series, may provide for
distributions of principal. Distributions may be provided from:

     o    amounts attributable to interest accrued but not currently
          distributable on one or more classes of accrual certificates;

     o    Excess Funds; or

     o    any other amounts described in the related prospectus supplement.

     The amortization of any class of certificates out of the sources described
in the preceding paragraph would shorten the weighted average life of the
certificates and, if those certificates were purchased at a premium, reduce the
yield on those certificates. The related prospectus supplement will discuss the
relevant factors to be considered in determining whether distributions of
principal of any class of certificates out of any of the foregoing sources would
have any material effect on the rate at which the certificates are amortized.

     Optional Early Termination. If so specified in the related prospectus
supplement, a series of certificates may be subject to optional early
termination through the repurchase of the mortgage assets in the related trust
fund under the circumstances and in the manner set forth in the prospectus
supplement. If so provided in the related prospectus supplement, upon the
reduction of the certificate balance of a specified class or classes of
certificates by a specified percentage or amount, a party specified therein may
be authorized or required to solicit bids for the purchase of all of the
mortgage assets of the related trust fund, or of a sufficient portion of the
mortgage assets to retire the class or classes, under the circumstances and in
the manner set forth in the related prospectus supplement. In the absence of
other factors, any early retirement of a class of offered certificates would
shorten the weighted average life of the certificates and, if the certificates
were purchased at premium, reduce the yield on those certificates.

                                  THE DEPOSITOR

     We are Bear Stearns Commercial Mortgage Securities II Inc., a Delaware
corporation organized on July 29, 2003, and we function as the depositor. Our
primary business is to acquire mortgage loans, mortgage-backed securities and
related assets and sell interests therein or bonds secured thereby. We are an
affiliate of Bear, Stearns & Co. Inc. We maintain our principal office at 383
Madison Avenue, New York, New York 10179. Our telephone number is (212)
272-2000. We do not have, nor do we expect in the future to have, any
significant assets.

                                 USE OF PROCEEDS

     The net proceeds to be received from the sale of the certificates of any
series will be applied by us to the purchase of trust assets or will be used by
us for general corporate purposes. We expect to sell the certificates from time
to time, but the timing and amount of offerings of certificates will depend on a
number of factors, including the volume of mortgage assets acquired by us,
prevailing interest rates, availability of funds and general market conditions.


                                       31



                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of certificates will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related pooling and servicing
agreement. As described in the related prospectus supplement, the certificates
of each series, including the offered certificates of any series, may consist of
one or more classes of certificates that, among other things:

     o    provide for the accrual of interest thereon at a fixed, variable or
          adjustable rate;

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

     o    are stripped principal certificates;

     o    are stripped interest certificates;

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

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

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

     o    provide for distributions based on collections on the mortgage assets
          in the related trust fund attributable to prepayment premiums and
          equity participations.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the principal balances or, in case of some
classes of stripped interest certificates or residual certificates, notional
amounts or percentage interests, specified in the related prospectus supplement.
As provided in the related prospectus supplement, one or more classes of offered
certificates of any series may be issued in fully registered, definitive form or
may be offered in book-entry format through the facilities of DTC. The offered
certificates of each series, if issued as definitive certificates, may be
transferred or exchanged, subject to any restrictions on transfer described in
the related prospectus supplement, at the location specified in the related
prospectus supplement, without the payment of any service charges, other than
any tax or other governmental charge payable in connection with the transfer.
Interests in a class of book-entry certificates will be transferred on the
book-entry records of DTC and its participating organizations.

DISTRIBUTIONS

     Distributions on the certificates of each series will be made by or on
behalf of the related trustee or servicer on each distribution date as specified
in the related prospectus supplement from the Available Distribution Amount for
the series and the distribution date. The particular components of the Available
Distribution Amount for any series on each distribution date will be more
specifically described in the related prospectus supplement.

     Except as otherwise specified in the related prospectus supplement,
distributions on the certificates of each series, other than the final
distribution in retirement of any certificate, will be made to the persons in
whose names the certificates are registered at the close of business on the last
business day of the month preceding the month in which the applicable
distribution date occurs. The amount of each distribution will be determined as
of the close of business on the date specified in the related prospectus
supplement. All distributions with respect to each class of


                                       32



certificates on each distribution date will be allocated pro rata among the
outstanding certificates in that class. Payments will be made either by wire
transfer in immediately available funds to the account of a certificateholder at
a bank or other entity having appropriate facilities therefor or by check mailed
to the address of the certificateholder as it appears in the certificate
register. Payment will be made by wire transfer if the certificateholder has
provided the person required to make payments with wiring instructions, which
may be provided in the form of a standing order applicable to all subsequent
distributions, no later than the date specified in the related prospectus
supplement, and, if so provided in the related prospectus supplement, the
certificateholder holds certificates in the requisite amount or denomination
specified therein. If the certificateholder does not provide any wiring
instructions, payments will be made by check mailed to the address of the
certificateholder as it appears on the certificate register. The final
distribution in retirement of any class of certificates, whether definitive
certificates or book-entry certificates, will be made only upon presentation and
surrender of the certificates at the location specified in the notice to
certificateholders of the final distribution.

DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates of each series, other than some classes of
stripped principal certificates and some classes of residual certificates that
have no pass-through rate, may have a different pass-through rate, which in each
case may be fixed, variable or adjustable. The related prospectus supplement
will specify the pass-through rate or, in the case of a variable or adjustable
pass-through rate, the method for determining the pass-through rate, for each
class. Unless otherwise specified in the related prospectus supplement, interest
on the certificates of each series will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

     Distributions of interest in respect of any class of certificates, other
than some classes of accrual certificates, and other than any class of stripped
principal certificates or residual certificates that is not entitled to any
distributions of interest, will be made on each distribution date based on the
Accrued Certificate Interest for the class and the distribution date, subject to
the sufficiency of the portion of the Available Distribution Amount allocable to
that class on the distribution date. Prior to the time interest is distributable
on any class of accrual certificates, the amount of Accrued Certificate Interest
otherwise distributable on that class will be added to the certificate balance
of that class on each distribution date. Reference to a notional amount with
respect to a class of stripped interest certificates is solely for convenience
in making appropriate calculations and does not represent the right to receive
any distributions of principal. If so specified in the related prospectus
supplement, the amount of Accrued Certificate Interest that is otherwise
distributable on--or, in the case of accrual certificates, that may otherwise be
added to the certificate balance of those certificates--one or more classes of
the certificates of a series will be reduced to the extent that any prepayment
interest shortfalls, as described under "Yield and Maturity
Considerations--Shortfalls in Collections of Interest as a Result of Prepayments
of Mortgage Loans," exceed the amount of any sums--including, if and to the
extent specified in the related prospectus supplement, all or a portion of the
servicer's or special servicer's servicing compensation--that are applied to
offset the amount of the shortfalls. The particular manner in which shortfalls
will be allocated among some or all of the classes of certificates of that
series will be specified in the related prospectus supplement. The related
prospectus supplement will also describe the extent to which the amount of
Accrued Certificate Interest that is otherwise distributable on--or, in the case
of accrual certificates, that may otherwise be added to the certificate balance
of--a class of offered certificates may be reduced as a result of any other
contingencies, including delinquencies, losses and deferred interest on or in
respect of the mortgage assets in the related trust fund. Unless otherwise
provided in the related prospectus supplement, any reduction in the amount of
Accrued Certificate Interest otherwise distributable on a class of certificates
by reason of the allocation to the class of a portion of any deferred interest
on or in respect of the mortgage assets in the related trust fund will result in
a corresponding increase in the certificate balance of that class.

DISTRIBUTIONS OF PRINCIPAL ON THE CERTIFICATES

     Each class of certificates of each series, other than some classes of
stripped interest certificates and some classes of residual certificates, will
have a certificate balance which, at any time, will equal the then maximum
amount that the holders of certificates of the class will be entitled to receive
in respect of principal out of the future cash flow on the mortgage assets and
other assets included in the related trust fund. The outstanding certificate
balance of a class of certificates will be reduced by distributions of principal
made from time to time and, if so provided in the related prospectus supplement,
will be further reduced by any losses incurred in respect of the related
mortgage assets allocated to these certificates from time to time. In turn, the
outstanding certificate balance of a class of certificates


                                       33



may be increased as a result of any deferred interest on or in respect of the
related mortgage assets being allocated to them from time to time, and will be
increased, in the case of a class of accrual certificates prior to the
distribution date on which distributions of interest thereon are required to
commence, by the amount of any Accrued Certificate Interest, reduced as
described above. Unless otherwise provided in the related prospectus supplement,
the initial aggregate certificate balance of all classes of a series of
certificates will not be greater than the aggregate outstanding principal
balance of the related mortgage assets as of the applicable cut-off date, after
application of scheduled payments due on or before the date, whether or not
received. The initial certificate balance of each class of a series of
certificates will be specified in the related prospectus supplement. As and to
the extent described in the related prospectus supplement, distributions of
principal with respect to a series of certificates will be made on each
distribution date to the holders of the class or classes of certificates of the
series who are entitled to receive those distributions until the certificate
balances of the certificates have been reduced to zero. Distributions of
principal with respect to one or more classes of certificates may be made at a
rate that is faster, and, in some cases, substantially faster, than the rate at
which payments or other collections of principal are received on the mortgage
assets in the related trust fund. Distributions of principal with respect to one
or more classes of certificates may not commence until the occurrence of one or
more specified events, such as the retirement of one or more other classes of
certificates of the same series, or may be made at a rate that is slower, and,
in some cases, substantially slower, than the rate at which payments or other
collections of principal are received on the mortgage assets in the related
trust fund. Distributions of principal with respect to one or more classes of
certificates--each such class is known as a controlled amortization class--may
be made, subject to available funds, based on a specified principal payment
schedule. Distributions of principal with respect to one or more classes of
certificates--each such class is known as a companion class--may be contingent
on the specified principal payment schedule for a controlled amortization class
of the same series and the rate at which payments and other collections of
principal on the mortgage assets in the related trust fund are received. Unless
otherwise specified in the related prospectus supplement, distributions of
principal of any class of offered certificates will be made on a pro rata basis
among all of the certificates of that class.

DISTRIBUTIONS ON THE CERTIFICATES IN RESPECT OF PREPAYMENT PREMIUMS OR IN
RESPECT OF EQUITY PARTICIPATIONS

     If so provided in the related prospectus supplement, prepayment premiums or
payments in respect of equity participations received on or in connection with
the mortgage assets in any trust fund will be distributed on each distribution
date to the holders of the class of certificates of the related series who are
entitled in accordance with the provisions described in the prospectus
supplement.

ALLOCATION OF LOSSES AND SHORTFALLS

     The amount of any losses or shortfalls in collections on the mortgage
assets in any trust fund, to the extent not covered or offset by draws on any
reserve fund or under any instrument of credit support, will be allocated among
the respective classes of certificates of the related series in the priority and
manner, and subject to the limitations, specified in the related prospectus
supplement. As described in the related prospectus supplement, allocations of
losses or shortfalls may be effected by a reduction in the entitlements to
interest and/or certificate balances of one or more classes of certificates, or
by establishing a priority of payments among classes of certificates.

ADVANCES IN RESPECT OF DELINQUENCIES

     If and to the extent provided in the related prospectus supplement, if a
trust fund includes mortgage loans, the servicer, a special servicer, the
trustee, any provider of credit support and/or any other specified person may be
obligated to advance, or have the option of advancing, on or before each
distribution date, the amount may be advanced from its or their own funds or
from excess funds held in the related certificate account that are not part of
the Available Distribution Amount for the related series of certificates for the
distribution date.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates who are
entitled, rather than to guarantee or insure against losses. Accordingly, all
advances made out of a specific entity's own funds will be reimbursable out of
related recoveries on the mortgage loans, including amounts received under any
instrument of credit support, respecting which the advances were made--as to any
mortgage loan, more commonly known as related proceeds. Advances may also be
reimbursed from other specific sources as may be identified in the related
prospectus supplement, including, in the case of a


                                       34



series that includes one or more classes of subordinate certificates,
collections on other mortgage loans in the related trust fund that would
otherwise be distributable to the holders of one or more classes of those
subordinate certificates. No advance will be required to be made by the
servicer, a special servicer or the trustee if, in the good faith judgment of
the servicer, a special servicer or the trustee, as the case may be, the advance
would not be recoverable from related proceeds or another specifically
identified source--any such advance is known as a nonrecoverable advance. If an
advance was previously made by the servicer, a special servicer or the trustee,
a nonrecoverable advance will be reimbursable from any amounts in the related
certificate account prior to any distributions being made to the related series
of certificateholders.

     If advances have been made by the servicer, special servicer, trustee or
other entity from excess funds in a certificate account, the servicer, special
servicer, trustee or other entity, as the case may be, will be required to
replace the funds in the certificate account on any future distribution date to
the extent that funds in the certificate account on the distribution date are
less than payments required to be made to the related series of
certificateholders on that date. If so specified in the related prospectus
supplement, the obligation of the servicer, special servicer, trustee or other
entity to make advances may be secured by a cash advance reserve fund or a
surety bond. If applicable, information regarding the characteristics of, and
the identity of any obligor on, any related surety bond, will be set forth in
the related prospectus supplement.

     If and to the extent so provided in the related prospectus supplement, any
entity making advances will be entitled to receive interest on the advances made
by that entity. Interest will be payable for the period that the advances are
outstanding at the rate specified in the related prospectus supplement, and the
entity making advances will be entitled to payment of interest periodically from
general collections on the mortgage loans in the related trust fund prior to any
payment to the related series of certificateholders or as otherwise provided in
the related pooling and servicing agreement and prospectus supplement.

     The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any comparable
advancing obligation of a party to the related pooling and servicing agreement
or of a party to the related MBS agreement.

REPORTS TO CERTIFICATEHOLDERS

     On each distribution date, together with the distribution to the holders of
each class of the offered certificates of a series, the servicer, the trustee,
or such other party as may be specified in the related prospectus supplement,
will forward or make available to each holder a distribution date statement
that, unless otherwise provided in the related prospectus supplement, will set
forth, among other things, in each case to the extent applicable:

     1.   the amount of distribution to holders of the class of offered
          certificates that was applied to reduce the certificate balance of
          those certificates;

     2.   the amount of distribution to holders of the class of offered
          certificates that is allocable to Accrued Certificate Interest;

     3.   the amount, if any, of distribution to holders of that class of
          offered certificates that is allocable to both prepayment premiums and
          payments on account of equity participations;

     4.   the amount, if any, by which the distribution is less than the amounts
          to which holders of a class of offered certificates are entitled;

     5.   if the related trust fund includes mortgage loans, the aggregate
          amount of advances included in the distribution;

     6.   if the related trust fund includes mortgage loans, the amount of
          servicing compensation received by the related servicer, and, if
          payable directly out of the related trust fund, by any special
          servicer and any sub-servicer, and other customary information as the
          reporting party deems necessary or desirable, or that a
          certificateholder reasonably requests, to enable certificateholders to
          prepare their tax returns;


                                       35



     7.   information regarding the aggregate principal balance of the related
          mortgage assets on or about the distribution date;

     8.   if the related trust fund includes mortgage loans, information
          regarding the number and aggregate principal balance of those mortgage
          loans that are delinquent in varying degrees, including specific
          identification of mortgage loans that are more than 60 days delinquent
          or in foreclosure;

     9.   if the related trust fund includes mortgage loans, information
          regarding the aggregate amount of losses incurred and principal
          prepayments made with respect to those mortgage loans during the
          related period. The related period is generally equal in length to the
          time period between distribution dates, during which prepayments and
          other unscheduled collections on the mortgage loans in the related
          trust fund must be received in order to be distributed on a particular
          distribution date;

     10.  the certificate balance or notional amount, as the case may be, of
          each class of certificates, including any class of certificates not
          offered hereby, at the close of business on a distribution date,
          separately identifying any reduction in the certificate balance or
          notional amount due to the allocation of any losses in respect of the
          related mortgage assets, any increase in the certificate balance or
          notional amount due to the allocation of any negative amortization in
          respect of the related mortgage assets and any increase in the
          certificate balance of a class of accrual certificates, if any, in the
          event that Accrued Certificate Interest has been added to the balance;

     11.  if a class of offered certificates has a variable pass-through rate or
          an adjustable pass-through rate, the applicable pass-through rate for
          the distribution date and, if determinable, for the next succeeding
          distribution date;

     12.  the amount deposited in or withdrawn from any reserve fund on the
          distribution date, and the amount remaining on deposit in the reserve
          fund as of the close of business on the distribution date;

     13.  if the related trust fund includes one or more instruments of credit
          support, such as a letter of credit, an insurance policy and/or a
          surety bond, the amount of coverage under each instrument as of the
          close of business on the distribution date; and

     14.  to the extent not otherwise reflected through the information
          furnished pursuant to subclauses 10 and 13 above, the amount of credit
          support being afforded by any classes of subordinate certificates.

     In the case of information furnished pursuant to subclauses 1-3 above, the
amounts will be expressed as a dollar amount per minimum denomination of the
relevant class of offered certificates or per a specified portion of the minimum
denomination. The prospectus supplement for each series of certificates may
describe additional information to be included in reports to the holders of the
offered certificates of a series.

     Within a reasonable period of time after the end of each calendar year, the
servicer or trustee for a series of certificates, as the case may be, will be
required to furnish or make available to you at any time during the calendar
year you were a holder of an offered certificate of a series a statement
containing the information set forth in subclauses 1-3 above. The information
will be aggregated for that calendar year or the applicable portion of that
calendar year during which the person was a certificateholder. The obligation to
furnish information to a certificateholder will be deemed to have been satisfied
to the extent that substantially comparable information is provided pursuant to
any requirements of the Internal Revenue Code as are from time to time in force.

     For other information regarding information provided to a
certificateholder, you should review the section in the prospectus titled
"Description of the Certificates--Book-Entry Registration and Definitive
Certificates."

     If the trust fund for a series of certificates includes MBS, the ability of
the related servicer, the trustee or such other party as may be specified in the
applicable prospectus supplement, as the case may be, to include in any
distribution date statement information regarding the mortgage loans underlying
the MBS will depend on the reports received with respect to the MBS. In those
cases, the related prospectus supplement will describe the loan-specific


                                       36



information to be included in the distribution date Statements that will be
forwarded or made available to the holders of the offered certificates of that
series in connection with distributions made to them.

VOTING RIGHTS

     The voting rights evidenced by each series of certificates will be
allocated among the respective classes of that series in the manner described in
the related prospectus supplement.

     You will generally not have a right to vote, except with respect to
required consents to some amendments to the related pooling and servicing
agreement and as otherwise specified in the related prospectus supplement. For
additional information, you should review the section in this prospectus titled
"Description of the Pooling and Servicing Agreements--Amendment." The holders of
specified amounts of certificates of a particular series will have the right to
act as a group to remove the related trustee and also upon the occurrence of
some events which if continuing would constitute an event of default on the part
of the related servicer. For further information, you should also review the
section in this prospectus titled "Description of the Pooling and Servicing
Agreements--Events of Default," "--Rights upon Event of Default" and
"--Resignation and Removal of the Trustee."

TERMINATION

     The obligations created by the pooling and servicing agreement for each
series of certificates will terminate following:

     o    the final payment or other liquidation of the last mortgage asset or
          the disposition of all property acquired upon foreclosure of any
          mortgage loan; and

     o    the payment to the certificateholders of that series of all amounts
          required to be paid to them pursuant to that pooling and servicing
          agreement.

     Written notice of termination of a pooling and servicing agreement will be
given to each certificateholder of the related series, and the final
distribution will be made only upon presentation and surrender of the
certificates of that series at the location to be specified in the notice of
termination.

     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the repurchase
of the mortgage assets in the related trust fund under the circumstances and in
the manner set forth in that prospectus supplement. If so provided in the
related prospectus supplement, upon the reduction of the certificate balance of
a specified class or classes of certificates by a specified percentage or
amount, a party designated in that prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust fund, or of a sufficient portion of the mortgage assets to retire
the related class or classes.

BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of the offered certificates of that series will be offered
in book-entry format through the facilities of DTC, and each class will be
represented by one or more global certificates registered in the name of DTC or
its nominee.

     DTC is a limited-purpose trust company organized under the New York Banking
Law, a "banking corporation" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Internal Revenue Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC was created to hold securities for its participating
organizations and facilitate the clearance and settlement of securities
transactions between participants through electronic computerized book-entry
changes in their accounts, thereby eliminating the need for physical movement of
securities certificates. Direct participants, which maintain accounts with DTC,
include securities brokers and dealers, banks, trust companies and clearing
corporations and may include some other organizations. DTC is owned by a number
of its direct participants and by the New York Stock Exchange, Inc., the


                                       37



American Stock Exchange, Inc. and the National Association of Securities
Dealers, Inc. Access to 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 direct participant, either directly or indirectly. The rules
applicable to DTC and its participants are on file with SEC.

     Purchases of book-entry certificates under DTC system must be made by or
through direct participants, which will receive a credit for the book-entry
certificates on DTC's records. Your ownership interest of a book-entry
certificate is in turn to be recorded on the direct and indirect participants'
records. You will not receive written confirmation from DTC of your purchases,
but you are expected to receive written confirmations providing details of the
transactions, as well as periodic statements of their holdings, from the direct
or indirect participant through which you into the transaction. Transfers of
ownership interest in the book-entry certificates are to be accomplished by
entries made on the books of participants acting on your behalf. Certificate
owners will not receive certificates representing their ownership interests in
the book-entry certificates, except in the event that use of the book-entry
system for the book-entry certificates of any series is discontinued as
described below.

     To facilitate subsequent transfer, all offered certificates deposited by
participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of offered certificates with DTC and their registration
with Cede & Co. effect no change in beneficial ownership. DTC has no knowledge
of the actual certificate owners of the book-entry certificates; DTC's records
reflect only the identity of the direct participants to whose accounts the
certificates are credited, which may or may not be the certificate owners. The
participants will remain responsible for keeping account of their holdings on
behalf of their customers.

     Conveyance of notices and other communications by DTC to direct
participants, by direct participants to indirect participants, and by direct
participants and indirect participants to certificate owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.

     Distributions on the book-entry certificates will be made to DTC. DTC's
practice is to credit direct participants' accounts on the related distribution
date in accordance with their respective holdings shown on DTC's records unless
DTC has reason to believe that it will not receive payment on that date.
Disbursement of the distributions by participants to you will be governed by
standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in street name,
and will be the responsibility of each participant--and not of DTC, us as the
depositor, any trustee or servicer--subject to any statutory or regulatory
requirements as may be in effect from time to time. Under a book-entry system,
you may receive payments after the related distribution date.

     Unless otherwise provided in the related prospectus supplement, the only
certificateholder, as the term is used in the related pooling and servicing
agreement, will be the nominee of DTC, and you will not be recognized as
certificateholders under the pooling and servicing agreement. You will be
permitted to exercise your rights under the related pooling and servicing
agreement only indirectly through the participants who in turn will exercise
their rights through DTC. We will be informed that DTC will take action
permitted to be taken by a certificateholder under a pooling and servicing
agreement only at the direction of one or more participants to whose account
with DTC interests in the book-entry certificates are credited.

     Because DTC can act only on behalf of participants, who in turn act on
behalf of indirect participants and some of you, your ability to pledge your
interest in book-entry certificates to persons or entities that do not
participate in DTC system, or otherwise take actions in respect of its interest
in book-entry certificates, may be limited due to the lack of a physical
certificate evidencing the interest.

     Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued as definitive
certificates to you or your nominees, rather than to DTC or its nominee, only
if:

     o    we advise the trustee in writing that DTC is no longer willing or able
          to discharge properly its responsibilities as depository with respect
          to those certificates and we are unable to locate a qualified
          successor; or


                                       38



     o    we, at our option, notify DTC of our intent to terminate the
          book-entry system through DTC with respect to those certificates and,
          upon receipt of notice of such intent from DTC, the participants
          holding beneficial interests in those certificates agree to initiate
          the termination.

Upon the occurrence of either of the events described in the preceding sentence,
DTC will be required to notify all participants of the availability through DTC
of definitive certificates. Upon surrender by DTC of the certificate or
certificates representing a class of book-entry certificates, together with
instructions for registration, the trustee for the related series or other
designated party will be required to issue to the certificate owners identified
in our instructions the definitive certificates to which they are entitled, and
thereafter the holders of those definitive certificates will be recognized as
certificateholders under the related pooling and servicing agreement.

     If you hold your offered certificates in book-entry form through DTC, you
may obtain direct access to the monthly reports to certificateholders as if you
were a registered certificateholder, provided that you deliver a written
certification to the trustee or another party to the pooling and servicing
agreement for the related series in a prescribed form confirming your beneficial
ownership in the offered certificates and you agree to keep the subject
information confidential. Otherwise, until definitive certificates are issued
with respect to your offered certificates, if ever, the information contained in
those monthly reports will be available to you only to the extent that it is
made available through DTC and the DTC participants or is available on the
internet website of the trustee or another party to the pooling and servicing
agreement. The parties to each pooling and servicing agreement are required to
recognize as certificateholders only those persons in whose names the
certificates of a series are registered on the books and records of the trustee
or another certificate registrar.

               DESCRIPTION OF THE POOLING AND SERVICING AGREEMENTS

GENERAL

     The certificates of each series will be issued pursuant to a pooling and
servicing agreement or other agreement specified in the related prospectus
supplement. In general, the parties to a pooling and servicing agreement will
include us, the trustee, the servicer and, in some cases, a special servicer
appointed as of the date of the pooling and servicing agreement. However, a
pooling and servicing agreement may include a mortgage asset seller as a party,
and a pooling and servicing agreement that relates to a trust fund that consists
solely of MBS may not include the servicer or other servicer as a party. All
parties to each pooling and servicing agreement under which certificates of a
series are issued will be identified in the related prospectus supplement. If so
specified in the related prospectus supplement, our affiliate, or the mortgage
asset seller or its affiliate, may perform the functions of servicer or special
servicer. Any party to a pooling and servicing agreement may own certificates
issued under that pooling and servicing agreement. However, except with respect
to required consents to some amendments to a pooling and servicing agreement,
certificates that are held by the servicer or a special servicer for the related
series will not be allocated voting rights.

     A form of a pooling and servicing agreement has been filed as an exhibit to
the registration statement of which this prospectus is a part. However, the
provisions of each pooling and servicing agreement will vary depending upon the
nature of the certificates to be issued thereunder and the nature of the related
trust fund. The following summaries describe some provisions that may appear in
a pooling and servicing agreement under which certificates that evidence
interests in mortgage loans will be issued. The prospectus supplement for a
series of certificates will describe any provision of the related pooling and
servicing agreement that materially differs from the description contained in
this prospectus. If the related trust fund includes MBS, it will summarize all
of the material provisions of the related pooling and servicing agreement. The
summaries in this prospectus do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all of the provisions of
the pooling and servicing agreement for each series of certificates and the
description of the provisions in the related prospectus supplement. As used in
this prospectus with respect to any series, the term certificate refers to all
of the certificates of that series, whether or not offered hereby and by the
related prospectus supplement, unless the context otherwise requires. We will
provide a copy of the pooling and servicing agreement, without exhibits, that
relates to any series of certificates without charge upon written request of a
holder of a certificate of that series addressed to Bear Stearns Commercial
Mortgage Securities II Inc., 383 Madison Avenue, New York, New York 10179,
Attention: J. Christopher Hoeffel.


                                       39



ASSIGNMENT OF MORTGAGE LOANS; REPURCHASES

     At the time of issuance of any series of certificates, we will assign, or
cause to be assigned, to the designated trustee the mortgage loans to be
included in the related trust fund. Unless otherwise specified in the related
prospectus supplement, we will assign, or cause to be assigned, all principal
and interest to be received on or with respect to those mortgage loans after the
cut-off date, other than principal and interest due on or before the cut-off
date. The trustee will, concurrently with the assignment, deliver the
certificates to or at our direction in exchange for the mortgage loans and the
other assets to be included in the trust fund for the series. Each mortgage loan
will be identified in a schedule appearing as an exhibit to the related pooling
and servicing agreement. The schedule generally will include detailed
information that pertains to each mortgage loan included in the related trust
fund. The information will typically include the address of the related
mortgaged property and type of the property; the mortgage rate and, if
applicable, the applicable index, gross margin, adjustment date and any rate cap
information; the original and remaining term to maturity; the original
amortization term; and the original and outstanding principal balance.

     We will deliver, or cause to be delivered, to the related trustee, or to a
custodian appointed by the trustee, some loan documents with respect to each
mortgage loan to be included in a trust fund. Unless otherwise specified in the
related prospectus supplement, the loan documents will include the following:

     o    the original mortgage note endorsed, without recourse, to the order of
          the trustee or a copy of that note together with a lost note affidavit
          and indemnity;

     o    the original or a copy of the mortgage instrument together with
          originals or copies of any intervening assignments of that document,
          in each case, unless the particular document has not been returned
          from the applicable recording office (subject to certification and
          certain timing requirements), with evidence of recording on the
          document;

     o    the original or a copy of any separate assignment of leases and rents,
          together with originals or copies of any intervening assignments of
          that document, in each case, unless the particular document has not
          been returned from the applicable recording office (subject to
          certification and certain timing requirements), with evidence of
          recording on the document;

     o    an executed assignment of the related mortgage instrument in favor of
          the trustee, in recordable form except for missing recording
          information relating to that mortgage instrument;

     o    an executed assignment of any separate related assignment of leases
          and rents in favor of the trustee, in recordable form except for
          missing recording information relating to that assignment of leases
          and rents;

     o    original or copies of all written assumption, modification and
          substitution agreements, if any, in those instances where the terms or
          provisions of the mortgage instrument or promissory note have been
          materially modified or the mortgage loan has been assumed;

     o    an original or copy of the lender's title insurance policy or, if a
          title insurance policy has not been issued (subject to certain timing
          requirements), a written commitment "marked up" at the closing of the
          mortgage loan, interim binder or the pro forma title insurance policy
          evidencing a binding commitment to issue a policy; and

     o    in those cases where applicable, the original or a copy of the related
          ground lease.

     Unless otherwise provided in the prospectus supplement for a series of
certificates, the related pooling and servicing agreement will require that we
or another party to the pooling and servicing agreement promptly cause each
assignment of mortgage to be recorded in the appropriate public office for real
property records.

     The trustee, or a custodian appointed by the trustee, for a series of
certificates will be required to review the mortgage loan documents delivered to
it within a specified period of days after receipt. The trustee, or the
custodian,


                                       40



will hold the mortgage loan documents in trust for the benefit of the
certificateholders of that series. Unless otherwise specified in the related
prospectus supplement, if any document is found to be missing or defective, and
that omission or defect, as the case may be, materially and adversely affects
the interests of the certificateholders of the related series, the trustee, or
custodian, will be required to notify the servicer and us, and one of us will be
required to notify the relevant mortgage asset seller. In that case, and if the
mortgage asset seller cannot deliver the document or cure the defect within a
specified number of days after receipt of notice, then, except as otherwise
specified below or in the related prospectus supplement, the mortgage asset
seller will be obligated to repurchase the related mortgage loan from the
trustee at a price that will be specified in the related prospectus supplement.
If so provided in the prospectus supplement for a series of certificates, a
mortgage asset seller, in lieu of repurchasing a mortgage loan as to which there
is missing or defective loan documentation, will have the option, exercisable
upon the occurrence of conditions, and/or within a specified period, specified
in the pooling and servicing agreement, after initial issuance of the series of
certificates, to replace that mortgage loan with one or more other mortgage
loans, in accordance with standards that will be described in the prospectus
supplement. Unless otherwise specified in the related prospectus supplement,
this repurchase or substitution obligation will constitute the sole remedy to
holders of the certificates of any series or to the related trustee on their
behalf for missing or defective loan documentation. Neither we nor, unless it is
the mortgage asset seller, the servicer will be obligated to purchase or replace
a mortgage loan if a mortgage asset seller defaults on its obligation to do so.
Notwithstanding the foregoing, if a document has not been delivered to the
related trustee, or to a custodian appointed by the trustee, because that
document has been submitted for recording, and neither that document nor a
certified copy, in either case with evidence of recording, can be obtained
because of delays on the part of the applicable recording office, then, unless
otherwise specified in the related prospectus supplement, the mortgage asset
seller will not be required to repurchase or replace the affected mortgage loan
on the basis of that missing document so long as it continues in good faith to
attempt to obtain that document or a certified copy of that document.

REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Unless otherwise provided in the prospectus supplement for a series of
certificates, we will, with respect to each mortgage loan in the related trust
fund, make or assign, or cause to be made or assigned, some representations and
warranties covering, by way of example:

     o    the accuracy of the information set forth for the mortgage loan on the
          schedule of mortgage loans appearing as an exhibit to the related
          pooling and servicing agreement;

     o    the enforceability of the related mortgage note and mortgage and the
          existence of title insurance insuring the lien priority of the related
          mortgage;

     o    the warranting party's title to the mortgage loan and the authority of
          the warranting party to sell the mortgage loan; and

     o    the payment status of the mortgage loan.

     It is expected that in most cases the warranting party will be the mortgage
asset seller. However, the warranting party may also be an affiliate of the
mortgage asset seller, the servicer, a special servicer or another person
acceptable to us, or us or our affiliate. The warranting party, if other than
the mortgage asset seller, will be identified in the related prospectus
supplement.

     Unless otherwise provided in the related prospectus supplement, each
pooling and servicing agreement will provide that the servicer and/or trustee
will be required to notify promptly any warranting party of any breach of any
representation or warranty made by it in respect of a mortgage loan that
materially and adversely affects your interests. If a warranting party cannot
cure the breach within a specified period following the date on which it was
notified of that breach, then, unless otherwise provided in the related
prospectus supplement, it will be obligated to repurchase the related mortgage
loan from the trustee at a price that will be specified in the related
prospectus supplement. If so provided in the prospectus supplement for a series
of certificates, a warranting party, in lieu of repurchasing a mortgage loan as
to which a breach has occurred, will have the option, exercisable upon some
conditions and/or within a specified period after initial issuance of a series
of certificates, to replace the related


                                       41



mortgage loan with one or more other mortgage loans. Unless otherwise specified
in the related prospectus supplement, this repurchase or substitution obligation
will constitute the sole remedy available to you or to the related trustee on
your behalf for a breach of representation and warranty by a warranting party.
Neither we nor the servicer, in either case unless we or the servicer is the
warranting party, will be obligated to purchase or replace a mortgage loan if a
warranting party defaults on its obligation to do so.

     In some cases, representations and warranties will have been made in
respect of a mortgage loan as of a date prior to the date upon which the related
series of certificates is issued. Consequently, those representations and
warranties may not address events that may occur following the date as of which
they were made. However, we will not include any mortgage loan in the trust fund
for any series of certificates if anything has come to our attention that would
cause it to believe that the representations and warranties made in respect of a
mortgage loan will not be accurate in all material respects as of the date of
issuance. The date as of which the representations and warranties regarding the
mortgage loans in any trust fund were made will be specified in the related
prospectus supplement.

COLLECTION AND OTHER SERVICING PROCEDURES

     The servicer for any trust fund, directly or through sub-servicers, will be
required to make reasonable efforts to collect all scheduled payments under the
mortgage loans in a trust fund. The servicer will be required to follow
collection procedures as it would follow with respect to mortgage loans that are
comparable to the mortgage loans in the trust fund and held for its own account,
provided the procedures are consistent with:

     o    the terms of the related pooling and servicing agreement and any
          related instrument of credit support included in the trust fund;

     o    applicable law; and

     o    the servicing standard specified in the related pooling and servicing
          agreement and prospectus supplement.

     The servicer for any trust fund, directly or through sub-servicers, will
also be required to perform as to the mortgage loans in the trust fund various
other customary functions of a servicer of comparable loans. These obligations
include the following:

     o    maintaining escrow or impound accounts, if required under the related
          pooling and servicing agreement, for payment of taxes, insurance
          premiums, ground rents and similar items, or otherwise monitoring the
          timely payment of those items;

     o    attempting to collect delinquent payments; supervising foreclosures;
          negotiating modifications; conducting property inspections on a
          periodic or other basis;

     o    managing, or overseeing the management of, mortgaged properties
          acquired on behalf of the trust fund through foreclosure, deed-in-lieu
          of foreclosure or otherwise, each of which is called an REO property;
          and

     o    maintaining servicing records relating to the mortgage loans.

Unless otherwise specified in the related prospectus supplement, the servicer
will be responsible for filing and settling claims in respect of particular
mortgage loans under any applicable instrument of credit support.

     For additional information regarding credit support, you should review the
section in this prospectus titled "Description of Credit Support."

SUB-SERVICERS

     The servicer may delegate its servicing obligations in respect of the
mortgage loans serviced thereby to one or more third-party servicers. However,
unless otherwise specified in the related prospectus supplement, the servicer
will remain obligated under the related pooling and servicing agreement. A
sub-servicer for any series of certificates


                                       42



may be our affiliate or an affiliate of the servicer. Unless otherwise provided
in the related prospectus supplement, each sub-servicing agreement between the
servicer and a sub-servicer will provide that, if for any reason the servicer is
no longer acting in that capacity, the trustee or any successor servicer may
assume the servicer's rights and obligations under the sub-servicing agreement.
The servicer will be required to monitor the performance of sub-servicers
retained by it and will have the right to remove a sub-servicer retained by it
at any time it considers the removal of the sub-servicer to be in your best
interest.

     Unless otherwise provided in the related prospectus supplement, the
servicer will be solely liable for all fees owed by it to any sub-servicer,
irrespective of whether the servicer's compensation pursuant to the related
pooling and servicing agreement is sufficient to pay the sub-servicer's fees.
Each sub-servicer will be reimbursed by the servicer that retained it for some
expenditures which it makes, generally to the same extent the servicer would be
reimbursed under a pooling and servicing agreement.

     For additional information regarding payment of fees and expenses to a
sub-servicer, you should review the sections in this prospectus titled
"--Certificate Account" and "--Servicing Compensation and Payment of Expenses."

SPECIAL SERVICERS

     To the extent so specified in the related prospectus supplement, one or
more special servicers may be a party to the related pooling and servicing
agreement or may be appointed by the servicer or another specified party. A
special servicer for any series of certificates may be our affiliate or an
affiliate of the servicer. A special servicer may be entitled to any of the
rights, and subject to any of the obligations, described in this prospectus in
respect of the servicer including the ability to appoint sub-servicers to the
extent specified in the related prospectus supplement. The related prospectus
supplement will describe the rights, obligations and compensation of any special
servicer for a particular series of certificates. The servicer will be liable
for the performance of a special servicer only if, and to the extent, set forth
in the related prospectus supplement.

CERTIFICATE ACCOUNT

     General. The servicer, the trustee and/or a special servicer will, as to
each trust fund that includes mortgage loans, establish and maintain or cause to
be established and maintained one or more separate accounts for the collection
of payments on or in respect of the mortgage loans. Those certificate accounts
will be established so as to comply with the standards of each rating agency
that has rated any one or more classes of certificates of the related series. A
certificate account may be maintained as an interest-bearing or a
non-interest-bearing account. The funds held in a certificate account may be
invested pending each succeeding distribution date in United States government
securities and other obligations that are acceptable to each rating agency that
has rated any one or more classes of certificates of the related series. Unless
otherwise provided in the related prospectus supplement, any interest or other
income earned on funds in a certificate account will be paid to the related
servicer, trustee or special servicer, if any, as additional compensation. A
certificate account may be maintained with the related servicer, special
servicer or mortgage asset seller or with a depository institution that is our
affiliate or an affiliate of any of the foregoing. Any entity that maintains a
certificate account must comply with applicable rating agency standards. If
permitted by the applicable rating agency or Agencies and so specified in the
related prospectus supplement, a certificate account may contain funds relating
to more than one series of mortgage pass-through certificates and may contain
other funds representing payments on mortgage loans owned by the related
servicer or special servicer, if any, or serviced by either on behalf of others.

     Deposits. Unless otherwise provided in the related pooling and servicing
agreement and described in the related prospectus supplement, the servicer,
trustee or special servicer will be required to deposit or cause to be deposited
in the certificate account for each trust fund that includes mortgage loans,
within a certain period following receipt, in the case of collections on or in
respect of the mortgage loans, or otherwise as provided in the related pooling
and servicing agreement, the following payments and collections received or made
by the servicer, the trustee or any special servicer subsequent to the cut-off
date, other than payments due on or before the cut-off date:

     1.   all payments on account of principal, including principal prepayments,
          on the mortgage loans;


                                       43



     2.   all payments on account of interest on the mortgage loans, including
          any default interest collected, in each case net of any portion
          retained by the servicer or any special servicer as its servicing
          compensation or as compensation to the trustee;

     3.   all proceeds received under any hazard, title or other insurance
          policy that provides coverage with respect to a mortgaged property or
          the related mortgage loan or in connection with the full or partial
          condemnation of a mortgaged property, other than proceeds applied to
          the restoration of the property or released to the related borrower in
          accordance with the customary servicing practices of the servicer, or,
          if applicable, a special servicer, and/or the terms and conditions of
          the related Mortgage (collectively, insurance and condemnation
          proceeds) and all other amounts received and retained in connection
          with the liquidation of defaulted mortgage loans or property acquired
          with respect to the liquidation, by foreclosure or otherwise
          (collectively, liquidation proceeds) together with the net operating
          income, less reasonable reserves for future expenses, derived from the
          operation of any mortgaged properties acquired by the trust fund
          through foreclosure or otherwise;

     4.   any amounts paid under any instrument or drawn from any fund that
          constitutes credit support for the related series of certificates as
          described under "Description of Credit Support";

     5.   any advances made as described under "Description of the
          Certificates--Advances in Respect of Delinquencies";

     6.   any amounts paid under any cash flow agreement, as described under
          "Description of the Trust Funds--MBS--Cash Flow Agreements";

     7.   all proceeds of the purchase of any mortgage loan, or property
          acquired with respect to the liquidation, by us, any mortgage asset
          seller or any other specified person as described under "--Assignment
          of Mortgage Loans; Repurchases" and "--Representations and Warranties;
          Repurchases", all proceeds of the purchase of any defaulted mortgage
          loan as described under "--Realization Upon Defaulted Mortgage Loans",
          and all proceeds of any Mortgage Asset purchased as described under
          "Description of the Certificates--Termination" (all of the foregoing,
          also liquidation proceeds);

     8.   any amounts paid by the servicer to cover prepayment interest
          shortfalls arising out of the prepayment of mortgage loans as
          described under "--Servicing Compensation and Payment of Expenses";

     9.   to the extent that any related item does not constitute additional
          servicing compensation to the servicer or a special servicer, any
          payments on account of modification or assumption fees, late payment
          charges, prepayment premiums or equity participations with respect to
          the mortgage loans;

     10.  all payments required to be deposited in the certificate account with
          respect to any deductible clause in any blanket insurance policy
          described under "--Hazard Insurance Policies";

     11.  any amount required to be deposited by the servicer or the trustee in
          connection with losses realized on investments for the benefit of the
          servicer or the trustee, as the case may be, of funds held in the
          certificate account; and

     12.  any other amounts required to be deposited in the certificate account
          as provided in the related pooling and servicing agreement and
          described in the related prospectus supplement.

     Withdrawals. Unless otherwise provided in the related pooling and servicing
agreement and described in the related prospectus supplement, the servicer,
trustee or special servicer may make withdrawals from the certificate account
for each trust fund that includes mortgage loans for any of the following
purposes:

     1.   to make distributions to you on each distribution date;


                                       44



     2.   to pay the servicer, the trustee or a special servicer any servicing
          fees not previously retained thereby, the payment to be made out of
          payments on the particular mortgage loans as to which the fees were
          earned;

     3.   to reimburse the servicer, a special servicer, the trustee or any
          other specified person for any unreimbursed amounts advanced by it as
          described under "Description of the Certificates--Advances in Respect
          of Delinquencies", the reimbursement to be made out of amounts
          received that were identified and applied by the servicer or a special
          servicer, as applicable, as late collections of interest on and
          principal of the particular mortgage loans with respect to which the
          advances were made or out of amounts drawn under any instrument of
          credit support with respect to those mortgage loans;

     4.   to reimburse the servicer, the trustee or a special servicer for
          unpaid servicing fees earned by it and unreimbursed servicing expenses
          incurred by it with respect to mortgage loans in the trust fund and
          properties acquired in respect thereof, the reimbursement to be made
          out of amounts that represent liquidation proceeds and insurance and
          condemnation proceeds collected on the particular mortgage loans and
          properties, and net income collected on the particular properties,
          with respect to which their fees were earned or their expenses were
          incurred or out of amounts drawn under any instrument of credit
          support with respect to the mortgage loans and properties;

     5.   to reimburse the servicer, a special servicer, the trustee or other
          specified person for any advances described in clause (3) above made
          by it and/or any servicing expenses referred to in clause (4) above
          incurred by it that, in the good faith judgment of the servicer,
          special servicer, trustee or other specified person, as applicable,
          will not be recoverable from the amounts described in clauses (3) and
          (4), respectively, the reimbursement to be made from amounts collected
          on other mortgage loans in the same trust fund or, if and to the
          extent so provided by the related pooling and servicing agreement and
          described in the related prospectus supplement, only from that portion
          of amounts collected on the other mortgage loans that is otherwise
          distributable on one or more classes of subordinate certificates of
          the related series;

     6.   if and to the extent described in the related prospectus supplement,
          to pay the servicer, a special servicer, the trustee or any other
          specified person interest accrued on the advances described in clause
          (3) above made by it and the servicing expenses described in clause
          (4) above incurred by it while the advances remain outstanding and
          unreimbursed;

     7.   to pay for costs and expenses incurred by the trust fund for
          environmental site assessments performed with respect to mortgaged
          properties that constitute security for defaulted mortgage loans, and
          for any containment, clean-up or remediation of hazardous wastes and
          materials present on the mortgaged properties, as described under
          "--Realization Upon Defaulted Mortgage Loans";

     8.   to reimburse the servicer, the special servicer, the depositor, or any
          of their respective directors, officers, employees and agents, as the
          case may be, for some expenses, costs and liabilities incurred
          thereby, as and to the extent described under "--Some Matters
          Regarding the Servicer and the Depositor";

     9.   if and to the extent described in the related prospectus supplement,
          to pay the fees of trustee;

     10.  to reimburse the trustee or any of its directors, officers, employees
          and agents, as the case may be, for some expenses, costs and
          liabilities incurred thereby, as and to the extent described under
          "--Regarding the Fees, Indemnities and Powers of the Trustee";

     11.  if and to the extent described in the related prospectus supplement,
          to pay the fees of any provider of credit support;

     12.  if and to the extent described in the related prospectus supplement,
          to reimburse prior draws on any instrument of credit support;

     13.  to pay the servicer, a special servicer or the trustee, as
          appropriate, interest and investment income earned in respect of
          amounts held in the certificate account as additional compensation;


                                       45



     14.  to pay (generally from related income) for costs incurred in
          connection with the operation, management and maintenance of any
          mortgaged property acquired by the trust fund by foreclosure or
          otherwise;

     15.  if one or more elections have been made to treat the trust fund or its
          designated portions as a REMIC, to pay any federal, state or local
          taxes imposed on the trust fund or its assets or transactions, as and
          to the extent described under "Material Federal Income Tax
          Consequences--Federal Income Tax Consequences for REMIC
          Certificates--Taxes That May Be Imposed on the REMIC Pool";

     16.  to pay for the cost of an independent appraiser or other expert in
          real estate matters retained to determine a fair sale price for a
          defaulted mortgage loan or a property acquired with respect to a
          defaulted mortgage loan in connection with the liquidation of the
          mortgage loan or property;

     17.  to pay for the cost of various opinions of counsel obtained pursuant
          to the related pooling and servicing agreement for the benefit of
          certificateholders;

     18.  to make any other withdrawals permitted by the related pooling and
          servicing agreement and described in the related prospectus
          supplement; and

     19.  to clear and terminate the certificate account upon the termination of
          the trust fund.

MODIFICATIONS, WAIVERS AND AMENDMENTS OF MORTGAGE LOANS

     The servicer may agree to modify, waive or amend any term of any mortgage
loan serviced by it in a manner consistent with the applicable servicing
standard set forth in the related pooling and servicing agreement. However,
unless otherwise set forth in the related prospectus supplement, the
modification, waiver or amendment will not do the following:

     o    affect the amount or timing of any scheduled payments of principal or
          interest on the mortgage loan;

     o    in the judgment of the servicer, materially impair the security for
          the mortgage loan or reduce the likelihood of timely payment of
          amounts due on that mortgage loan; and

     o    adversely affect the coverage under any applicable instrument of
          credit support.

     Unless otherwise provided in the related prospectus supplement, the
servicer also may agree to any other modification, waiver or amendment if, in
its judgment,

     o    a material default on the mortgage loan has occurred or a payment
          default is imminent;

     o    the modification, waiver or amendment is reasonably likely to produce
          a greater recovery with respect to the mortgage loan, taking into
          account the time value of money, than would liquidation; and

     o    the modification, waiver or amendment will not adversely affect the
          coverage under any applicable instrument of credit support.

REALIZATION UPON DEFAULTED MORTGAGE LOANS

     A borrower's failure to make required mortgage loan payments may mean that
operating income is insufficient to service the mortgage debt, or may reflect
the diversion of that income from the servicing of the mortgage debt. In
addition, a borrower that is unable to make mortgage loan payments may also be
unable to make timely payment of taxes and insurance premiums and to otherwise
maintain the related mortgaged property. In general, the special servicer for a
series of certificates will be required to monitor any mortgage loan in the
related trust fund that is in default, contact the borrower concerning the
default, evaluate whether the causes of the default can be corrected over a
reasonable period without significant impairment of the value of the related
mortgaged property, initiate corrective action in cooperation with the borrower
if cure is likely, inspect the related mortgaged property and take the other


                                       46



actions as are consistent with the servicing standard set forth in the pooling
and servicing agreement. A significant period of time may elapse before the
special servicer is able to assess the success of any related corrective action
or the need for additional initiatives.

     The time within which the special servicer can make the initial
determination of appropriate action, evaluate the success of corrective action,
develop additional initiatives, institute foreclosure proceedings and actually
foreclose, or accept a deed to a mortgaged property in lieu of foreclosure on
your behalf may vary considerably depending on the particular mortgage loan, the
mortgaged property, the borrower, the presence of an acceptable party to assume
the mortgage loan and the laws of the jurisdiction in which the mortgaged
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the related mortgage
loan or to foreclose on the related mortgaged property for a considerable period
of time, and the mortgage loan may be restructured in the resulting bankruptcy
proceedings. For additional information regarding the restructuring of a
mortgage loan, you should review the Section in this prospectus titled "Legal
Aspects of Mortgage Loans".

     A pooling and servicing agreement may grant to the servicer, a special
servicer, a provider of credit support and/or the holder or holders of one or
more classes of the related series of certificates a right of first refusal to
purchase from the trust fund, at a predetermined purchase price any mortgage
loan as to which a specified number of scheduled payments are delinquent. If the
predetermined purchase price is insufficient to fully fund the entitlements of
certificateholders to principal and interest, it will be so specified in the
related prospectus supplement. In addition, unless otherwise specified in the
related prospectus supplement, the special servicer may offer to sell any
defaulted mortgage loan if and when the special servicer determines, consistent
with the applicable servicing standard, that such a sale would produce a greater
recovery, taking into account the time value of money, than would liquidation of
the related mortgaged property. Unless otherwise provided in the related
prospectus supplement, the related pooling and servicing agreement will require
that the special servicer accept the highest cash bid received from any person,
including itself, us or any affiliate of either of us or any certificateholder,
that constitutes a fair price for the defaulted mortgage loan. In the absence of
any bid determined in accordance with the related pooling and servicing
agreement to be fair, the special servicer will generally be required to proceed
against the related mortgaged property, subject to the discussion below.

     If a default on a mortgage loan has occurred or, in the special servicer's
judgment, a payment default is imminent, the special servicer, on behalf of the
trustee, may at any time do the following so long as it is consistent with the
servicing standard:

     o    institute foreclosure proceedings;

     o    exercise any power of sale contained in the related Mortgage;

     o    obtain a deed in lieu of foreclosure; or

     o    otherwise acquire title to the related mortgaged property.

     Unless otherwise specified in the related prospectus supplement, the
special servicer may not, however, acquire title to any mortgaged property, have
a receiver of rents appointed with respect to any mortgaged property or take any
other action with respect to any mortgaged property that would cause the
trustee, for the benefit of the related series of certificateholders, or any
other specified person to be considered to hold title to, to be a
mortgagee-in-possession of, or to be an owner or an operator of the mortgaged
property within the meaning of some federal environmental laws. The special
servicer may do so only if the special servicer has previously determined, based
on a report prepared by a person who regularly conducts environmental audits,
which report will be an expense of the trust fund, that:

     o    either the mortgaged property is in compliance with applicable
          environmental laws and regulations or, if not, that taking the actions
          as are necessary to bring the mortgaged property into compliance
          therewith is reasonably likely to produce a greater recovery, taking
          into account the time value of money, than not taking the actions; and


                                       47



     o    there are no circumstances or conditions present at the mortgaged
          property that have resulted in any contamination for which
          investigation, testing, monitoring, containment, clean-up or
          remediation could be required under any applicable environmental laws
          and regulations or, if the circumstances or conditions are present for
          which any related action could be required, taking the actions with
          respect to the mortgaged property is reasonably likely to produce a
          greater recovery, taking into account the time value of money, than
          not taking the actions.

     For additional information regarding environmental risks associated with
mortgage loans, you should review the section in this prospectus titled "Legal
Aspects of Mortgage Loans--Environmental Risks".

     Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which one or more REMIC
elections have been made, 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 following the year of acquisition, unless one of the following
events occurs:

     o    the Internal Revenue Service grants an extension of time to sell the
          property or

     o    the trustee receives an opinion of independent counsel to the effect
          that the holding of the property by the trust fund for longer than the
          period described above will not result in the imposition of a tax on
          the trust fund or cause the trust fund or any of its designated
          portions to fail to qualify as a REMIC under the Internal Revenue Code
          at any time that any certificate is outstanding.

     Subject to the foregoing, the special servicer will generally be required
to solicit bids for any mortgaged property so acquired in such a manner as will
be reasonably likely to realize a fair price for the property. The special
servicer will be required to assure that the mortgaged property is administered
so that it constitutes "foreclosure property" within the meaning of Section
860G(a)(8) of the Internal Revenue Code at all times. If the trust fund acquires
title to any mortgaged property, the special servicer, on behalf of the trust
fund, may be required to retain an independent contractor to manage and operate
that property. The retention of an independent contractor, however, will not
relieve the special servicer of its obligation to manage that mortgaged property
in a manner consistent with the servicing standard set forth in the related
pooling and servicing agreement.

     In general, the special servicer will be obligated to operate and manage
any mortgaged property acquired as REO property in a manner consistent with the
servicing standard. After the special servicer reviews the operation of that
property and consults with the trustee to determine the trustee's federal income
tax reporting position with respect to the income it is anticipated that the
trust fund would derive from that property, the special servicer could
determine, particularly in the case of REO properties that are operating
businesses, such as hotels, that it would not be consistent with the servicing
standard, to manage and operate such property in a manner that would avoid the
imposition of a tax on "net income from foreclosure property" within the meaning
of Section 857(b)(4)(B) of the Internal Revenue Code (an "REO Tax"). To the
extent that income the trust fund receives from an REO property is subject to an
REO Tax, such income would be subject to federal tax at the highest marginal
corporate tax rate, which is currently 35%. The determination as to whether
income from an REO property would be subject to an REO Tax will depend on the
specific facts and circumstances relating to the management and operation of
each REO property. Any REO Tax imposed on the trust fund's income from an REO
property would reduce the amount available for distribution to
certificateholders. Certificateholders are advised to consult their tax advisors
regarding the possible imposition of REO Taxes in connection with the operation
of commercial REO Properties by REMICs. For additional information you should
review the section in this prospectus titled "Material Federal Income Tax
Consequences."

     The limitations imposed by the related pooling and servicing agreement and,
if applicable, the REMIC provisions of the Internal Revenue Code on the
operations and ownership of any mortgaged property acquired on behalf of the
trust fund may result in the recovery of an amount less than the amount that
would otherwise be recovered. For additional information you should review the
section in this prospectus titled "Legal Aspects of Mortgage
Loans--Foreclosure."


                                       48



     If recovery on a defaulted mortgage loan under any related instrument of
credit support is not available, the special servicer nevertheless will be
obligated to follow or cause to be followed such normal practices and procedures
as it deems necessary or advisable to realize upon the defaulted mortgage loan.

     If liquidation proceeds collected with respect to a defaulted mortgage loan
are less than the outstanding principal balance of the defaulted mortgage loan
plus interest accrued on that mortgage loan and the aggregate amount of
reimbursable expenses incurred by the special servicer in connection with that
mortgage loan, the trust fund will realize a loss in the amount of the
shortfall. The special servicer will be entitled to reimbursement out of the
liquidation proceeds recovered on any defaulted mortgage loan, prior to the
distribution of liquidation proceeds to you. The reimbursement amount will
represent unpaid servicing compensation in respect of the mortgage loan,
unreimbursed servicing expenses incurred with respect to the mortgage loan and
any unreimbursed advances of delinquent payments made with respect to the
mortgage loan.

     If any mortgaged property suffers damage such that the proceeds, if any, of
the related hazard insurance policy are insufficient to restore fully the
damaged property, the special servicer will not be required to expend its own
funds to effect the restoration unless, and to the extent not otherwise provided
in the related prospectus supplement, it determines:

     o    that the restoration will increase the proceeds to certificateholders
          on liquidation of the mortgage loan after reimbursement of the special
          servicer for its expenses; and

     o    that the expenses will be recoverable by it from related insurance and
          condemnation proceeds or liquidation proceeds.

HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement will require the servicer to cause each mortgage
loan borrower to maintain a hazard insurance policy that provides for the
coverage as is required under the related mortgage. Alternatively, if the
mortgage permits the holder to dictate to the borrower the insurance coverage to
be maintained on the related mortgaged property, the hazard insurance policy
coverage should be consistent with the requirements of the servicing standard.
Unless otherwise specified in the related prospectus supplement, the hazard
insurance policy coverage generally will be in an amount equal to the lesser of
the principal balance owing on the mortgage loan and the replacement cost of the
related mortgaged property. The ability of the servicer to assure that hazard
insurance proceeds are appropriately applied may depend upon its being named as
an additional insured under any hazard insurance policy and under any other
insurance policy referred to below, or upon the extent to which information
concerning covered losses is furnished by borrowers. All amounts collected by
the servicer under any policy will be deposited in the related certificate
account. Amounts to be applied to the restoration or repair of the mortgaged
property or released to the borrower in accordance with the servicer's normal
servicing procedures and/or to the terms and conditions of the related mortgage
and mortgage note will be otherwise distributed. The pooling and servicing
agreement may provide that the servicer may satisfy its obligation to cause each
borrower to maintain a hazard insurance policy by maintaining a blanket policy
insuring against hazard losses on all of the mortgage loans in a trust fund. If
a blanket policy contains a deductible clause, the servicer will be required, in
the event of a casualty covered by that blanket policy, to deposit in the
related certificate account all sums that would have been deposited in that
certificate account but for the deductible clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
The policies covering the mortgaged properties will be underwritten by different
insurers under different state laws in accordance with different applicable
state forms, and therefore will not contain identical terms and conditions.
Nevertheless, most of the policies typically do not cover any physical damage
resulting from war, revolution, governmental actions, floods and other
water-related causes, earth movement (including earthquakes, landslides and
mudflows), wet or dry rot, vermin, domestic animals and some other kinds of
risks. Accordingly, a mortgaged property may not be insured for


                                       49



losses arising from any such cause unless the related mortgage specifically
requires, or permits its holder to require, that type of coverage.

     The hazard insurance policies covering the mortgaged properties will
typically contain co-insurance clauses that in effect require an insured at all
times to carry insurance of a specified percentage, generally 80% to 90%, of the
full replacement value of the improvements on the property in order to recover
the full amount of any partial loss. If the insured's coverage falls below this
specified percentage, the clauses generally provide that the insurer's liability
in the event of partial loss does not exceed the lesser of:

     o    the replacement cost of the improvements less physical depreciation;
          and

     o    the proportion of the loss as the amount of insurance carried bears to
          the specified percentage of the full replacement cost of the
          improvements.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some of the mortgage loans may contain a due-on-sale clause that entitles
the lender to accelerate payment of the mortgage loan upon any sale or other
transfer of the related mortgaged property made without the lender's consent.
Some of the mortgage loans may also contain a due-on-encumbrance clause that
entitles the lender to accelerate the maturity of the mortgage loan upon the
creation of any other lien or encumbrance upon the mortgaged property. Unless
otherwise provided in the related prospectus supplement, the servicer will
determine whether to exercise any right the trustee may have under any related
provision in a manner consistent with the servicing standard set forth in the
related pooling and servicing agreement. Unless otherwise specified in the
related prospectus supplement, the servicer will be entitled to retain as
additional servicing compensation any fee collected in connection with the
permitted transfer of a mortgaged property.

     For additional information regarding due-on-sale and due-on-encumbrance
clauses relating to mortgage loans, you should review the section in this
prospectus titled "Legal Aspects of Mortgage Loans--Due-on-Sale and
Due-on-Encumbrance".

SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     Unless otherwise specified in the related prospectus supplement, the
servicer's primary servicing compensation with respect to a series of
certificates will come from the periodic payment to it of a specified portion of
the interest payments on each mortgage loan in the related trust fund. Any
special servicer's compensation with respect to a series of certificates will
come from payments or other collections on or with respect to specially serviced
mortgage loans and REO properties. Because compensation is generally based on a
percentage of the principal balance of each mortgage loan outstanding from time
to time, it will decrease in accordance with the amortization of the mortgage
loans. The prospectus supplement with respect to a series of certificates may
provide that, as additional compensation, the servicer may retain all or a
portion of late payment charges, prepayment premiums, modification fees and
other fees collected from borrowers and any interest or other income that may be
earned on funds held in the certificate account. Any sub-servicer will receive a
portion of the servicer's compensation as its sub-servicing compensation.

     In addition to amounts payable to any sub-servicer, the servicer may be
required, to the extent provided in the related prospectus supplement, to pay
from amounts that represent its servicing compensation some expenses incurred in
connection with the administration of the related trust fund. Those expenses may
include, without limitation, payment of the fees and disbursements of
independent accountants and payment of expenses incurred in connection with
distributions and reports to certificateholders. Some other expenses, including
some expenses related to mortgage loan defaults and liquidations and, to the
extent so provided in the related prospectus supplement, interest on those
expenses at the rate specified in the related prospectus supplement, and the
fees of any special servicer, may be required to be borne by the trust fund.

     If and to the extent provided in the related prospectus supplement, the
servicer may be required to apply a portion of the servicing compensation
otherwise payable to it in respect of any period to prepayment interest


                                       50



shortfalls, you should review the section in the prospectus titled "Yield and
Maturity Considerations--Shortfalls in Collections of Interest as a Result of
Prepayments of Mortgage Loans".

EVIDENCE AS TO COMPLIANCE

     Unless otherwise provided in the related prospectus supplement, each
pooling and servicing agreement will require, on or before a specified date in
each year, the servicer to cause a firm of independent public accountants to
furnish to the trustee a statement. The statement should provide that, on the
basis of the examination by that firm conducted substantially in compliance with
either the Uniform Single Audit Program for Mortgage Bankers or the Audit
Program for Mortgages serviced for FHLMC, the servicing by or on behalf of the
servicer of mortgage loans under pooling and servicing agreements substantially
similar to each other, which may include the pooling and servicing agreement,
was conducted through the preceding calendar year or other specified
twelve-month period in compliance with the terms of those agreements except for
any significant exceptions or errors in records that, in the opinion of the
firm, neither the Audit Program for Mortgages serviced for FHLMC, nor paragraph
4 of the Uniform Single Audit Program for Mortgage Bankers, requires it to
report.

     Each pooling and servicing agreement will also require, on or before a
specified date in each year, the servicer to furnish to the trustee a statement
signed by one or more officers of the servicer to the effect that the servicer
has fulfilled its material obligations under the applicable pooling and
servicing agreement throughout the preceding calendar year or other specified
twelve-month period.

SOME MATTERS REGARDING THE SERVICER AND THE DEPOSITOR

     The entity serving as servicer under a pooling and servicing agreement may
be our affiliate and may have other normal business relationships with us or our
affiliates. Unless otherwise specified in the prospectus supplement for a series
of certificates, the related pooling and servicing agreement will permit the
servicer to resign from its obligations only upon the following conditions:

     o    the appointment of, and the acceptance of the appointment by, a
          successor to it and receipt by the trustee of written confirmation
          from each applicable rating agency that the resignation and
          appointment will not have an adverse effect on the rating assigned by
          the rating agency to any class of certificates of the series; or

     o    a determination that the servicer's obligations are no longer
          permissible under applicable law or are in material conflict by reason
          of applicable law with any other activities carried on by it.

     No resignation by the servicer will become effective until the trustee or a
successor servicer has assumed the servicer's obligations and duties under the
pooling and servicing agreement. Unless otherwise specified in the related
prospectus supplement, the servicer for each trust fund will be required to
maintain a fidelity bond and errors and omissions policy or their equivalent
that provides coverage against losses that may be sustained as a result of an
officer's or employee's misappropriation of funds or errors and omissions,
subject to some limitations as to amount of coverage, deductible amounts,
conditions, exclusions and exceptions permitted by the related pooling and
servicing agreement.

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement will further provide that none of the servicer,
any special servicer, the depositor or any director, officer, employee or agent
of any of them will be under any liability to the related trust fund or
certificateholders for any action taken, or not taken, in good faith pursuant to
the pooling and servicing agreement or for errors in judgment. However, none of
the servicer, us or any other person will be protected against any of the
following:

     o    breach of a representation, warranty or covenant made in the pooling
          and servicing agreement;

     o    any expense or liability that that person is specifically required to
          bear pursuant to the terms of the pooling and servicing agreement; and


                                       51



     o    any liability that would otherwise be imposed by reason of willful
          misfeasance, bad faith or gross negligence in the performance of
          obligations or duties or by reason of reckless disregard of the
          obligations and duties.

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement will further provide that the servicer, the
depositor and any director, officer, employee or agent of either of them will be
entitled to indemnification by the related trust fund against any loss,
liability or expense incurred in connection with any legal action that relates
to the pooling and servicing agreement or the related series of certificates.
However, indemnification will not extend to any loss, liability or expense:

     o    that the person is specifically required to bear pursuant to the terms
          of the agreement, or is incidental to the performance of obligations
          and duties thereunder and is not otherwise reimbursable pursuant to
          the pooling and servicing agreement;

     o    those that are incurred in connection with any breach of a
          representation, warranty or covenant made in the pooling and servicing
          agreement;

     o    that are incurred by reason of misfeasance, bad faith or gross
          negligence in the performance of obligations or duties under the
          pooling and servicing agreement, or by reason of reckless disregard of
          the obligations or duties; or

     o    that are incurred in connection with any violation of any state or
          federal securities law.

     In addition, each pooling and servicing agreement will provide that neither
the servicer nor the depositor will be under any obligation to appear in,
prosecute or defend any legal action that is not incidental to its respective
responsibilities under the pooling and servicing agreement and that in its
opinion may involve it in any expense or liability. However, each of the
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 related series of
certificateholders. In that event, the legal expenses and costs of the action,
and any liability resulting therefrom, will be expenses, costs and liabilities
of the related series of certificateholders, and the servicer or the depositor,
as the case may be, will be entitled to charge the related certificate account
for those expenses, costs and liabilities.

     Any person into which the servicer or the depositor may be merged or
consolidated, or any person resulting from any merger or consolidation to which
the servicer or the depositor is a party, or any person succeeding to the
business of the servicer or the depositor, will be the successor of the servicer
or the depositor, as the case may be, under the related pooling and servicing
agreement.

EVENTS OF DEFAULT

     Unless otherwise provided in the prospectus supplement for a series of
certificates, events of default under the related pooling and servicing
agreement will include the following:

     o    any failure by the servicer to distribute or cause to be distributed
          to the certificateholders of that series, or to remit to the trustee
          for distribution to those certificateholders, any amount required to
          be so distributed or remitted, which failure continues unremedied for
          five days after written notice has been given to the servicer by the
          trustee or the depositor, or to the servicer, the depositor and the
          trustee by certificateholders entitled to not less than 25%, or the
          other percentage specified in the related prospectus supplement, of
          the voting rights for that series;

     o    any failure by the servicer duly to observe or perform in any material
          respect any of its other covenants or obligations under the related
          pooling and servicing agreement, which failure continues unremedied
          for sixty days after written notice of the failure has been given to
          the servicer by the trustee or the depositor, or to the servicer, the
          depositor and the trustee by certificateholders entitled to not less
          than 25%, or the other percentage specified in the related prospectus
          supplement, of the voting rights for that series; and


                                       52



     o    some events of insolvency, readjustment of debt, marshalling of assets
          and liabilities, or similar proceedings in respect of or relating to
          the servicer and some actions by or on behalf of the servicer
          indicating its insolvency or inability to pay its obligations.

     Material variations to the foregoing events of default, other than to add
to it or shorten cure periods or eliminate notice requirements, will be
specified in the related prospectus supplement.

RIGHTS UPON EVENT OF DEFAULT

     If an Event of Default occurs with respect to the servicer under a pooling
and servicing agreement and remains unremedied, the depositor or the trustee
will be authorized, and at the direction of certificateholders of the related
series entitled to not less than 51%, or the other percentage specified in the
related prospectus supplement, of the voting rights for the series, the trustee
will be required, to terminate all of the rights and obligations of the servicer
under the pooling and servicing agreement. Upon termination of the servicer's
rights and obligations, the trustee will succeed to all of the responsibilities,
duties and liabilities of the servicer under the pooling and servicing agreement
and will be entitled to similar compensation arrangements. However, if the
servicer is required to make advances under the pooling and servicing agreement
regarding delinquent mortgage loans, but the trustee is prohibited by law from
obligating itself to do so, or if the related prospectus supplement so
specifies, the trustee will not be obligated to make the advances. Unless
otherwise specified in the related prospectus supplement, if the trustee is
unwilling or unable so to act, it may, or, at the written request of
certificateholders of the related series entitled to not less than 51%, or the
other percentage specified in the related prospectus supplement, of the voting
rights for the series, it will be required to, appoint, or petition a court of
competent jurisdiction to appoint, a loan servicing institution that, unless
otherwise provided in the related prospectus supplement, is acceptable to each
applicable rating agency to act as successor to the servicer under the pooling
and servicing agreement. Pending appointment of a successor, the trustee will be
obligated to continue to act in that capacity.

     You will not have the right under any pooling and servicing agreement to
institute any proceeding with respect to the pooling and servicing agreement.
You may do so only if the following conditions have been met:

     o    you previously have given to the trustee written notice of default and
          other certificateholders of the same series entitled to not less than
          25%, or the other percentage specified in the related prospectus
          supplement, of the voting rights for the series shall have made
          written request upon the trustee to institute the proceeding in its
          own name as trustee;

     o    you shall have offered to the trustee reasonable indemnity; and

     o    the trustee for sixty days, or the other period specified in the
          related prospectus supplement, shall have neglected or refused to
          institute any related proceeding.

     The trustee, however, will be under no obligation to exercise any of the
trusts or powers vested in it by the related pooling and servicing agreement or
to make any investigation of matters arising thereunder or to institute, conduct
or defend any litigation thereunder or in relation to it at the request, order
or direction of any of the holders of certificates of the related series, unless
the certificateholders have offered to the trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby.

AMENDMENT

     Each pooling and servicing agreement may be amended by the respective
parties to it, without your consent, to do the following:

     o    to cure any ambiguity;

     o    to correct a defective provision therein or to correct, modify or
          supplement any provision in the pooling and servicing agreement that
          may be inconsistent with any other provision in the pooling and
          servicing agreement;


                                       53



     o    to add any other provisions with respect to matters or questions
          arising under the pooling and servicing agreement that are not
          inconsistent with its provisions;

     o    to comply with any requirements imposed by the Internal Revenue Code;
          or

     o    for any other purpose; provided that the amendment, other than an
          amendment for the specific purpose referred to in clause 4 above, may
          not, as evidenced by an opinion of counsel to the effect satisfactory
          to the trustee, adversely affect in any material respect your
          interests; and provided further that the amendment, other than an
          amendment for one of the specific purposes referred to in clauses 1
          through 4 above, must be acceptable to each applicable rating agency.

     Unless otherwise specified in the related prospectus supplement, each
pooling and servicing agreement may also be amended by the respective parties to
the pooling and servicing agreement, with the consent of the holders of the
related series of certificates entitled to not less than 51%, or another
percentage specified in the related prospectus supplement, of the voting rights
for that series allocated to the affected classes, for any purpose. However,
unless otherwise specified in the related prospectus supplement, no amendment
may:

     o    reduce in any manner the amount of, or delay the timing of, payments
          received or advanced on mortgage loans that are required to be
          distributed in respect of any Certificate without the consent of the
          holder of that certificate;

     o    adversely affect in any material respect the interests of the holders
          of any class of certificates, in a manner other than as described in
          the immediately preceding clause, without the consent of the holders
          of all certificates of that class; or

     o    modify the provisions of the pooling and servicing agreement described
          in this paragraph without the consent of the holders of all
          certificates of the related series.

     However, unless otherwise specified in the related prospectus supplement,
the trustee will be prohibited from consenting to any amendment of a pooling and
servicing agreement pursuant to which one or more REMIC elections are to be or
have been made unless the trustee shall first have received an opinion of
counsel to the effect that the amendment will not result in the imposition of a
tax on the related trust fund or cause the related trust fund, or any of its
designated portions, to fail to qualify as a REMIC at any time that the related
certificates are outstanding.

LIST OF CERTIFICATEHOLDERS

     Unless otherwise specified in the related prospectus supplement, upon
written request of three or more certificateholders of record made for purposes
of communicating with other holders of certificates of the same series with
respect to their rights under the related pooling and servicing agreement, the
trustee or other specified person will afford the certificateholders access
during normal business hours to the most recent list of certificateholders of
that series held by the person. If the list is of a date more than 90 days prior
to the date of receipt of the certificateholders' request, then the person, if
not the registrar for that series of certificates, will be required to request
from the registrar a current list and to afford the requesting
certificateholders access to it promptly upon receipt.

CERTAIN LIMITATIONS ON THE RIGHTS OF CERTIFICATEHOLDERS

     Except as otherwise specified in the prospectus supplement for a series, no
certificateholders of a series will have the right under the related pooling and
servicing agreement to institute any proceeding with respect to that agreement
unless:

     o    that holder previously has given to the trustee written notice of
          default;

     o    except in the case of a default by the trustee, certificateholders
          entitled to not less than 25% of the voting rights for that series
          have made written request upon the trustee to institute that
          proceeding in


                                       54



          its own name as trustee under the related pooling and servicing
          agreement and have offered to the trustee reasonable indemnity; and

     o    the trustee for 60 days has neglected or refused to institute any such
          proceeding.

     No trustee, however, will be under any obligations to exercise any of the
trusts or powers vested in it by a pooling and servicing agreement or to make
any investigation of matters arising under that agreement or to institute,
conduct or defend any litigation under or in relation to that agreement at the
request, order or direction of any of the certificateholders for the related
series, unless in the trustee's opinion, those certificateholders have offered
to the trustee reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred by the trustee as a result.

THE TRUSTEE

     The trustee under each pooling and servicing agreement will be named in the
related prospectus supplement. The commercial bank, national banking
association, banking corporation or trust company that serves as trustee may
have typical banking and/or trustee relationships with us or our affiliates and
with any servicer or special servicer and its affiliates. If and to the extent
specified under the related pooling and servicing agreement, some functions of
the trustee may be performed by a fiscal agent under some circumstances.

ELIGIBILITY OF THE TRUSTEE

     Unless otherwise specified in the related prospectus supplement, the
trustee under each pooling and servicing agreement each must at all times be a
corporation, bank, trust company or association that:

     o    is organized and doing business under the laws of the U.S. or any
          state of the U.S. or the District of Columbia;

     o    has a combined capital and surplus of at least $50,000,000; and

     o    is subject to supervision or examination by federal or state
          authority.

If that corporation, bank, trust company or association publishes reports of
condition at least annually, in accordance with applicable law or the
requirements of the supervising or examining authority, then the combined
capital and surplus of that corporation, bank, trust company or association will
be deemed to be its combined capital and surplus as described in its most recent
published report of condition.

     The trustee for each series and any of its respective affiliates may hold
certificates of the related series in their own names. In addition, for purposes
of meeting the legal requirements of some local jurisdictions, each trustee will
have the power to appoint a co-trustee or separate trustee of all or any part of
the assets of the trust fund. All rights, powers, duties and obligations
conferred or imposed upon the trustee for a series will be conferred or imposed
upon that trustee and the separate trustee or co-trustee jointly or, in any
jurisdiction in which that trustee shall be incompetent or unqualified to
perform some acts, singly upon the separate trustee or co-trustee, who will
exercise and perform its rights, powers, duties and obligations solely at the
direction of that trustee.

DUTIES OF THE TRUSTEE

     The trustee for each series of certificates will make no representation as
to the validity or sufficiency of the related pooling and servicing agreement,
the certificates or any underlying mortgage loan or related document. The
trustee will not be accountable for the use or application by or on behalf of
the servicer for that series of any funds paid to the servicer or any special
servicer in respect of the certificates or the underlying mortgage loans, or any
funds deposited into or withdrawn from the certificate account or any other
account for that series by or on behalf of the servicer or any special servicer.
If no event of default has occurred and is continuing, the trustee for each
series of certificates will be required to perform only those duties
specifically required under the related pooling and servicing agreement.
However, upon receipt of any of the various certificates, reports or other
instruments required


                                       55



to be furnished to it pursuant to the related pooling and servicing agreement, a
trustee will be required to examine those documents and to determine whether
they conform to the requirements of the pooling and servicing agreement.

REGARDING THE FEES, INDEMNITIES AND POWERS OF THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of any trustee may be the expense of the related
servicer or other specified person or may be required to be borne by the related
trust fund.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to indemnification,
from amounts held in the certificate account for that series. The trustee may be
indemnified for any loss, liability or expense incurred by the trustee in
connection with the trustee's acceptance or administration of its trusts under
the related pooling and servicing agreement. However, the indemnification will
not extend to any loss, liability or expense that:

     o    constitutes a specific liability imposed on the trustee pursuant to
          the related pooling and servicing agreement,

     o    constitutes loss, liability or expense incurred by reason of willful
          misfeasance, bad faith or gross negligence on the part of the trustee
          in the performance of its obligations and duties or by reason of its
          reckless disregard of its obligations or duties; or

     o    may arise from a breach of any representation, warranty or covenant of
          the trustee made in the pooling and servicing agreement.

     Unless otherwise specified in the related prospectus supplement, the
trustee for each series of certificates will be entitled to execute any of its
trusts or powers under the related pooling and servicing agreement or perform
any of its duties either directly or by or through agents or attorneys. The
trustee will not be responsible for any willful misconduct or gross negligence
on the part of any other agent or attorney appointed by it with due care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     A trustee will be permitted at any time to resign from its obligations and
duties under the related pooling and servicing agreement by giving written
notice to us. Upon receiving a notice of resignation, we, or any other person as
may be specified in the related prospectus supplement, will be required to use
our best efforts to promptly appoint a successor trustee. If no successor
trustee shall have accepted an appointment within a specified period after the
giving of the notice of resignation, the resigning trustee may petition any
court of competent jurisdiction to appoint a successor trustee.

     If at any time a trustee ceases to be eligible to continue as the trustee
under the related pooling and servicing agreement, or if at any time the trustee
becomes incapable of acting, or if some events of, or proceedings in respect of,
bankruptcy or insolvency occur with respect to the trustee, we will be
authorized to remove the trustee and appoint a successor trustee. In addition,
holders of the certificates of any series entitled to at least 51%, or the other
percentage specified in the related prospectus supplement, of the voting rights
for the series may at any time, with cause, or if so specified in the related
prospectus supplement, without cause, remove the trustee under the related
pooling and servicing agreement and appoint a successor trustee.

     Any resignation or removal of a trustee and appointment of a successor
trustee will not become effective until acceptance of appointment by the
successor trustee.


                                       56



                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

       Credit support may be provided with respect to one or more classes of the
certificates of any series, or with respect to the related mortgage loans or
mortgage backed securities backing the certificates. Credit support may be in
the form of letters of credit, overcollateralization, the subordination of one
or more classes of certificates, insurance policies, surety bonds, guarantees or
reserve funds, or any combination of the foregoing. If so provided in the
related prospectus supplement, any instrument of credit support may provide
credit enhancement for more than one series of certificates to the extent
described in that instrument.

     Unless otherwise provided in the related prospectus supplement for a series
of certificates, the credit support will not provide protection against all
risks of loss and will not guarantee payment to you of all amounts to which you
are entitled under the related pooling and servicing agreement. If losses or
shortfalls occur that exceed the amount covered by the related credit support or
that are not covered by the credit support, you will bear the share of
deficiencies allocable to your certificates. Moreover, if an instrument of
credit support covers more than one series of certificates, holders of
certificates of one series will be subject to the risk that that credit support
will be exhausted by the claims of the holders of certificates of one or more
other series before they receive their intended share of the credit support
coverage.

     If credit support is provided with respect to one or more classes of
certificates of a series, or with respect to the related mortgage loans or
mortgage backed securities backing the certificates, the related prospectus
supplement will include a description of the following:

     o    the nature and amount of coverage under the credit support;

     o    any conditions to payment thereunder not otherwise described in this
          prospectus;

     o    the conditions, if any, under which the amount of coverage under the
          credit support may be reduced and under which the credit support may
          be terminated or replaced; and

     o    the material provisions relating to the credit support.

Additionally, the related prospectus supplement will set forth some information
with respect to the obligor under any instrument of credit support, including
the following:

     o    a brief description of its principal business activities;

     o    its principal place of business, place of incorporation and the
          jurisdiction under which it is chartered or licensed to do business;

     o    if applicable, the identity of regulatory agencies that exercise
          primary jurisdiction over the conduct of its business; and

     o    its total assets, and its stockholders' equity or policyholders'
          surplus, if applicable, as of a date that will be specified in the
          prospectus supplement.

SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be subordinate certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
subordinate certificates to receive distributions from the certificate account
on any distribution date will be subordinated to the corresponding rights of the
holders of senior certificates. If so provided in the related prospectus
supplement, the subordination of a class may apply only in the event of, or may
be limited to, some types of losses or shortfalls. The related prospectus
supplement will set forth information concerning the method and amount of


                                       57



subordination provided by a class or classes of subordinate certificates in a
series and the circumstances under which the subordination will be available.

CROSS-SUPPORT PROVISIONS

     If the mortgage loans or mortgage backed securities in any trust fund are
divided into separate groups, each supporting a separate class or classes of
certificates of the related series, credit support may be provided by
cross-support provisions requiring that distributions be made on senior
certificates evidencing interests in one group of mortgage loans or mortgage
backed securities prior to distributions on subordinate certificates evidencing
interests in a different group of mortgage loans or mortgage backed securities
within the trust fund. The prospectus supplement for a series that includes a
cross-support provision will describe the manner and conditions for applying the
provisions.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     If so provided in the prospectus supplement for a series of certificates,
mortgage loans included in the related trust fund will be covered for some
default risks by insurance policies or guarantees. To the extent deemed by us to
be material, a copy of each instrument will accompany the Current Report on Form
8-K to be filed with the SEC within 15 days of issuance of the certificates of
the related series.

LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or some classes
of those certificates will be covered by one or more letters of credit, issued
by a bank or financial institution specified in the prospectus supplement. Under
a letter of credit, the issuing bank will be obligated to honor draws in an
aggregate fixed dollar amount, net of unreimbursed payments, generally equal to
a percentage specified in the related prospectus supplement of the aggregate
principal balance of the mortgage assets on the related cut-off date or of the
initial aggregate certificate balance of one or more classes of certificates. If
so specified in the related prospectus supplement, the letter of credit may
permit draws only in the event of some types of losses and shortfalls. The
amount available under the letter of credit will, in all cases, be reduced to
the extent of the unreimbursed payments thereunder and may otherwise be reduced
as described in the related prospectus supplement. The obligations of the
issuing bank under the letter of credit for each series of certificates will
expire at the earlier of the date specified in the related prospectus supplement
or the termination of the trust fund. A copy of any related letter of credit
will accompany the Current Report on Form 8-K to be filed with the SEC within 15
days of issuance of the certificates of the related series.

CERTIFICATE INSURANCE AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on those certificates or some classes
of those certificates will be covered by insurance policies and/or surety bonds
provided by one or more insurance companies or sureties. The instruments may
cover, with respect to one or more classes of certificates of the related
series, timely distributions of interest and/or full distributions of principal
on the basis of a schedule of principal distributions set forth in or determined
in the manner specified in the related prospectus supplement. The related
prospectus supplement will describe any limitations on the draws that may be
made under any insurance policies and/or surety bonds. A copy of any insurance
policy or surety bond will accompany the Current Report on Form 8-K to be filed
with the SEC within 15 days of issuance of the certificates of the related
series.

RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or some classes of
those certificates will be covered, to the extent of available funds, by one or
more reserve funds. Cash, a letter of credit, permitted investments, a demand
note or a combination of the following will be deposited into the reserve funds,
in the amounts specified in the prospectus supplement. If so


                                       58



specified in the related prospectus supplement, the reserve fund for a series
may also be funded over time by a specified amount of the collections received
on the related mortgage assets.

     Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related prospectus supplement. If so
specified in the related prospectus supplement, reserve funds may be established
to provide protection only against some types of losses and shortfalls.
Following each distribution date, amounts in a reserve fund in excess of any
amount required to be maintained therein may be released from the reserve fund
under the conditions and to the extent specified in the related prospectus
supplement.

     If so specified in the related prospectus supplement, amounts deposited in
any reserve fund will be invested in permitted investments. Unless otherwise
specified in the related prospectus supplement, any reinvestment income or other
gain from the investments will be credited to the related reserve fund for the
series, and any loss resulting from the investments will be charged to that
reserve fund. However, any reinvestment income or gain from investments may be
payable to any related servicer or another service provider as additional
compensation for its services. The reserve fund, if any, for a series will not
be a part of the trust fund unless otherwise specified in the related prospectus
supplement.

CREDIT SUPPORT WITH RESPECT TO MBS

     If so provided in the prospectus supplement for a series of certificates,
any MBS included in the related trust fund and/or the related underlying
mortgage loans may be covered by one or more of the types of credit support
described in this prospectus. The related prospectus supplement will specify, as
to each credit support instrument, the information indicated above, to the
extent the information is material and available.

                         LEGAL ASPECTS OF MORTGAGE LOANS

     The following discussion contains general summaries of some legal aspects
of loans secured by commercial and multifamily residential properties. Because
the legal aspects are governed by applicable state law, which laws may differ
substantially, the summaries do not purport to be complete, to reflect the laws
of any particular state, or to encompass the laws of all states in which the
security for the mortgage loans, or mortgage loans underlying any MBS, is
situated. Accordingly, the summaries are qualified in their entirety by
reference to the applicable laws of those states.

     For additional information regarding legal aspects of mortgage loans, you
should review the section in this prospectus titled "Description of the Trust
Funds--Mortgage Loans". For purposes of the following discussion, the term
mortgage loan includes a mortgage loan underlying an MBS.

GENERAL

     Each mortgage loan will be evidenced by a note or bond and secured by an
instrument granting a security interest in real property, which may be a
mortgage, deed of trust or a deed to secure debt, depending upon the prevailing
practice and law in the state in which the related mortgaged property is
located. Mortgages, deeds of trust and deeds to secure debt are herein
collectively referred to as mortgages. A mortgage creates a lien upon, or grants
a title interest in, the real property covered thereby, and represents the
security for the repayment of the indebtedness customarily evidenced by a
promissory note. The priority of the lien created or interest granted will
depend on the terms of the mortgage and, in some cases, on the terms of separate
subordination agreements or intercreditor agreements with others that hold
interests in the real property, the knowledge of the parties to the mortgage
and, generally, the order of recordation of the mortgage in the appropriate
public recording office. However, the lien of a recorded mortgage will generally
be subordinate to later-arising liens for real estate taxes and assessments and
other charges imposed under governmental police powers.


                                       59



TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage: a mortgagor, the borrower and usually
the owner of the subject property, and a mortgagee, the lender. In contrast, a
deed of trust is a three-party instrument, among a trustor, the equivalent of a
borrower, a trustee to whom the real property is conveyed, and a beneficiary,
the lender, for whose benefit the conveyance is made. Under a deed of trust, the
trustor grants the property, irrevocably until the debt is paid, in trust and
generally with a power of sale, to the trustee to secure repayment of the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties. The grantor, the borrower, conveys title to the real property to
the grantee, the lender, generally with a power of sale, until the time as the
debt is repaid. In a case where the borrower is a land trust, there would be an
additional party because legal title to the property is held by a land trustee
under a land trust agreement for the benefit of the borrower. At origination of
a mortgage loan involving a land trust, the borrower executes a separate
undertaking to make payments on the related note. The mortgagee's authority
under a mortgage, the trustee's authority under a deed of trust and the
grantee's authority under a deed to secure debt are governed by the express
provisions of the related instrument, the law of the state in which the real
property is located, some federal laws, including, without limitation, the
Servicemembers Civil Relief Act, as amended, and, in some deed of trust
transactions, the directions of the beneficiary.

LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases, pursuant to which the borrower assigns to the
lender the borrower's right, title and interest as landlord under each lease and
the income derived therefrom, while, unless rents are to be paid directly to the
lender, retaining a revocable license to collect the rents for so long as there
is no default. If the borrower defaults, the license terminates and the lender
is entitled to collect the rents. Local law may require that the lender take
possession of the property and/or obtain a court-appointed receiver before
becoming entitled to collect the rents.

     In most states, hotel and motel room revenues are considered accounts
receivable under the UCC; in cases where hotels or motels constitute loan
security, the revenues are generally pledged by the borrower as additional
security for the loan. In general, the lender must file financing statements in
order to perfect its security interest in the revenues and must file
continuation statements, generally every five years, to maintain perfection of
its security interest. Even if the lender's security interest in room revenues
is perfected under the UCC, it may be required to commence a foreclosure action
or otherwise take possession of the property in order to collect the room
revenues following a default.

     For additional information regarding foreclosure action with respect to
revenue from income-producing properties, you should also review the section in
the prospectus titled "--Bankruptcy Laws".

PERSONAL PROPERTY

     In the case of some types of mortgaged properties, such as hotels, motels
and nursing homes, personal property, to the extent owned by the borrower and
not previously pledged, may constitute a significant portion of the property's
value as security. The creation and enforcement of liens on personal property
are governed by the UCC. Accordingly, if a borrower pledges personal property as
security for a mortgage loan, the lender generally must file UCC financing
statements in order to perfect its security interest therein, and must file
continuation statements, generally every five years, to maintain that
perfection.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property at public auction to satisfy the
indebtedness.

     Foreclosure Procedures Vary from State to State. Two primary methods of
foreclosing a mortgage are judicial foreclosure, involving court proceedings,
and non-judicial foreclosure pursuant to a power of sale granted in the


                                       60



mortgage instrument. Other foreclosure procedures are available in some states,
but they are either infrequently used or available only in limited
circumstances.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
requires several years to complete. Moreover, as discussed below, even a
non-collusive, regularly conducted foreclosure sale may be challenged as a
fraudulent conveyance, regardless of the parties' intent, if a court determines
that the sale was for less than fair consideration and the sale occurred while
the borrower was insolvent and within a specified period prior to the borrower's
filing for bankruptcy protection.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, the action is
initiated by the service of legal pleadings upon all parties having a
subordinate interest of record in the real property and all parties in
possession of the property, under leases or otherwise, whose interests are
subordinate to the mortgage. Delays in completion of the foreclosure may
occasionally result from difficulties in locating defendants. When the lender's
right to foreclose is contested, the legal proceedings can be time-consuming.
Upon successful completion of a judicial foreclosure proceeding, the court
generally issues a judgment of foreclosure and appoints a referee or other
officer to conduct a public sale of the mortgaged property, the proceeds of
which are used to satisfy the judgment. Public sales of mortgaged property are
made in accordance with procedures that vary from state to state.

     Equitable Limitations on Enforceability of Some Provisions. United States
courts have traditionally imposed general equitable principles to limit the
remedies available to lenders in foreclosure actions. These principles are
generally designed to relieve borrowers from the effects of mortgage defaults
perceived as harsh or unfair. Relying on the principles, a court may alter the
specific terms of a loan to the extent it considers necessary to prevent or
remedy an injustice, undue oppression or overreaching, or may require the lender
to undertake affirmative actions to determine the cause of the borrower's
default and the likelihood that the borrower will be able to reinstate the loan.
In some cases, courts have substituted their judgment for that of the lenders
and have required that lenders reinstate loans or recast payment schedules in
order to accommodate borrowers who are suffering from a temporary financial
disability. In other cases, courts have limited the right of the lender to
foreclose in the case of a non-monetary default, such as a failure to adequately
maintain the mortgaged property or an impermissible further encumbrance of the
mortgaged property. Finally, some courts have addressed the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that a borrower receive notice in addition to
statutorily-prescribed minimum notice. For the most part, these cases have
upheld the reasonableness of the notice provisions or have found that a public
sale under a mortgage providing for a power of sale does not involve sufficient
state action to trigger constitutional protections.

     Non-Judicial Foreclosure/Power of Sale. Foreclosure of a deed of trust is
generally accomplished by a non-judicial trustee's sale pursuant to a power of
sale typically granted in the deed of trust. A power of sale may also be
contained in any other type of mortgage instrument if applicable law so permits.
A power of sale under a deed of trust allows a non-judicial public sale to be
conducted generally following a request from the beneficiary/lender to the
trustee to sell the property upon default by the borrower and after notice of
sale is given in accordance with the terms of the mortgage and applicable state
law. In some states, prior to the sale, the trustee under the deed of trust must
record a notice of default and notice of sale and send a copy to the borrower
and to any other party who has recorded a request for a copy of a notice of
default and notice of sale. In addition, in some states the trustee must provide
notice to any other party having an interest of record in the real property,
including junior lienholders. A notice of sale must be posted in a public place
and, in most states, published for a specified period of time in one or more
newspapers. The borrower or junior lienholder may then have the right, during a
reinstatement period required in some states, to cure the default by paying the
entire actual amount in arrears, without regard to the acceleration of the
indebtedness, plus the lender's expenses incurred in enforcing the obligation.
In other states, the borrower or the junior lienholder is not provided a period
to reinstate the loan, but has only the right to pay off the entire debt to
prevent the foreclosure sale. Generally, state law governs the procedure for
public sale, the parties entitled to notice, the method of giving notice and the
applicable time periods.

      Public Sale. A third party may be unwilling to purchase a mortgaged
property at a public sale because of the difficulty in determining the value of
that property at the time of sale, due to, among other things, redemption rights
which may exist and the possibility of physical deterioration of the property
during the foreclosure proceedings. Potential buyers may be reluctant to
purchase property at a foreclosure sale as a result of the 1980 decision of the


                                       61



United States Court of Appeals for the Fifth Circuit in Durrett v. Washington
National Insurance Company and other decisions that have followed its reasoning.
The court in Durrett held that even a non-collusive, regularly conducted
foreclosure sale was a fraudulent transfer under the federal Bankruptcy Code
and, therefore, could be rescinded in favor of the bankrupt's estate, if:

     o    the foreclosure sale was held while the debtor was insolvent; and

     o    the price paid for the foreclosed property did not represent
          (reasonably equivalent value).

     Although the reasoning and result of Durrett in respect of the Bankruptcy
Code was rejected by the United States Supreme Court decision of BFP v.
Resolution Trust Corporation in 1994, the case could nonetheless be persuasive
to a court applying a state fraudulent conveyance law which has provisions
similar to those construed in Durrett.

     Generally, state law controls the amount of foreclosure costs and expenses
which may be recovered by a lender. Thereafter, subject to the mortgagor's right
in some states to remain in possession during a redemption period, if
applicable, the lender will become the owner of the property and have both the
benefits and burdens of ownership of the mortgaged property. For example, the
lender will have the obligation to pay debt service on any senior mortgages, to
pay taxes, obtain casualty insurance and to make any repairs at its own expense
as are necessary to render the property suitable for sale. Frequently, the
lender employs a third party management company to manage and operate the
property. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The costs of management and operation of those
mortgaged properties which are hotels, motels or nursing or convalescent homes
or hospitals may be particularly significant because of the expertise, knowledge
and, with respect to nursing or convalescent homes or hospitals, regulatory
compliance, required to run the operations and the effect which foreclosure and
a change in ownership may have on the public's and the industry's, including
franchisors', perception of the quality of the operations. The lender will
commonly obtain the services of a real estate broker and pay the broker's
commission in connection with the sale of the property. Depending upon market
conditions, the ultimate proceeds of the sale of the property may not equal the
amount of the mortgage against the property. Moreover, a lender commonly incurs
substantial legal fees and court costs in acquiring a mortgaged property through
contested foreclosure and/or bankruptcy proceedings. Furthermore, a few states
require that any environmental contamination at some types of properties be
cleaned up before a property may be resold. In addition, a lender may be
responsible under federal or state law for the cost of cleaning up a mortgaged
property that is environmentally contaminated. Generally state law controls the
amount of foreclosure expenses and costs, including attorneys' fees, that may be
recovered by a lender.

     For additional information regarding environmental costs associated with a
mortgaged property, you should review the section in this prospectus titled
"--Environmental Risks".

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens, and may be
obliged to keep senior mortgage loans current in order to avoid foreclosure of
its interest in the property. In addition, if the foreclosure of a junior
mortgage triggers the enforcement of a due-on-sale clause contained in a senior
mortgage, the junior mortgagee could be required to pay the full amount of the
senior mortgage indebtedness or face foreclosure.

     The proceeds received by the referee or trustee from a foreclosure sale are
generally applied first to the costs, fees and expenses of sale and then in
satisfaction of the indebtedness secured by the mortgage under which the sale
was conducted. Any proceeds remaining after satisfaction of senior mortgage debt
are generally payable to the holders of junior mortgages and other liens and
claims in order of their priority, whether or not the borrower is in default.
Any additional proceeds are generally payable to the borrower. The payment of
the proceeds to the holders of junior mortgages may occur in the foreclosure
action of the senior mortgage or a subsequent ancillary proceeding or may
require the institution of separate legal proceedings by the holders.

     Rights of Redemption. The purposes of a foreclosure action are to enable
the lender to realize upon its security and to bar the borrower, and all persons
who have interests in the property that are subordinate to that of the
foreclosing lender, from exercise of their equity of redemption. The doctrine of
equity of redemption provides that,


                                       62



until the property encumbered by a mortgage has been sold in accordance with a
properly conducted foreclosure and foreclosure sale, those having interests that
are subordinate to that of the foreclosing lender have an equity of redemption
and may redeem the property by paying the entire debt with interest. Those
having an equity of redemption must generally be made parties and joined in the
foreclosure proceeding in order for their equity of redemption to be terminated.

     The equity of redemption is a common-law (non-statutory) right which should
be distinguished from post-sale statutory rights of redemption. In some states,
after sale pursuant to a deed of trust or foreclosure of a mortgage, the
borrower and foreclosed junior lienors are given a statutory period in which to
redeem the property. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
permitted if the former borrower pays only a portion of the sums due. The effect
of a statutory right of redemption is to diminish the ability of the lender to
sell the foreclosed property because the exercise of a right of redemption would
defeat the title of any purchaser through a foreclosure. Consequently, the
practical effect of the redemption right is to force the lender to maintain the
property and pay the expenses of ownership until the redemption period has
expired. In some states, a post-sale statutory right of redemption may exist
following a judicial foreclosure, but not following a trustee's sale under a
deed of trust.

     Anti-Deficiency Legislation. Some or all of the mortgage loans may be
nonrecourse loans, as to which recourse in the case of default will be limited
to the mortgaged property and any other assets that were pledged to secure the
mortgage loan. However, even if a mortgage loan by its terms provides for
recourse to the borrower's other assets, a lender's ability to realize upon
those assets may be limited by state law. For example, in some states a lender
cannot obtain a deficiency judgment against the borrower following foreclosure
or sale under a deed of trust. A deficiency judgment is a personal judgment
against the former borrower equal to the difference between the net amount
realized upon the public sale of the real property and the amount due to the
lender. Other statutes may require the lender to exhaust the security afforded
under a mortgage before bringing a personal action against the borrower. In some
other states, the lender has the option of bringing a personal action against
the borrower on the debt without first exhausting that security. However, in
some of those states, the lender, following judgment on the personal action, may
be deemed to have elected a remedy and thus may be precluded from foreclosing
upon the security. Consequently, lenders in those states where such an election
of remedy provision exists will usually proceed first against the security.
Finally, other statutory provisions, designed to protect borrowers from exposure
to large deficiency judgments that might result from bidding at below-market
values at the foreclosure sale, limit any deficiency judgment to the excess of
the outstanding debt over the fair market value of the property at the time of
the sale.

LEASEHOLD RISKS

     Mortgage loans may be secured by a mortgage on the borrower's leasehold
interest in a ground lease. Leasehold mortgage loans are subject to some risks
not associated with mortgage loans secured by a lien on the fee estate of the
borrower. The most significant of these risks is that if the borrower's
leasehold were to be terminated upon a lease default, the leasehold mortgagee
would lose its security. This risk may be lessened under some circumstances such
as the following:

     o    if the ground lease requires the lessor to give the leasehold
          mortgagee notices of lessee defaults and an opportunity to cure them;

     o    if the ground lease permits the leasehold estate to be assigned to and
          by the leasehold mortgagee or the purchaser at a foreclosure sale; and

     o    if the ground lease contains some other protective provisions
          typically included in a mortgageable ground lease.


                                       63



     The ground leases that secure the mortgage loans at issue may not contain
some of these protective provisions, and the related mortgages may not contain
the other protections discussed in the next paragraph. Protective ground lease
provisions include the following:

     o    the right of the leasehold mortgagee to receive notices from the
          ground lessor of any defaults by the borrower under the ground lease;

     o    the right of the leasehold mortgagee to cure the defaults, with
          adequate cure periods;

     o    if a default is not susceptible of cure by the leasehold mortgagee,
          the right to acquire the leasehold estate through foreclosure or
          otherwise;

     o    the ability of the ground lease to be assigned to and by the leasehold
          mortgagee or purchaser at a foreclosure sale and for the concomitant
          release of the ground lessee's liabilities thereunder; and

     o    the right of the leasehold mortgagee to enter into a new ground lease
          with the ground lessor on the same terms and conditions as the old
          ground lease in the event of a termination of the ground lease.

     In addition to the foregoing protections, a leasehold mortgage may prohibit
the ground lessee from treating the ground lease as terminated in the event of
the ground lessor's bankruptcy and rejection of the ground lease in the lessor's
bankruptcy case, although this provision may not be enforceable. As further
protection, a leasehold mortgage may provide for the assignment of the
debtor-ground lessee's right to reject the lease in a ground lessee bankruptcy
case, such a provision may not be enforceable. Without the protections described
in this and the foregoing paragraph, a leasehold mortgagee may be more likely to
lose the collateral securing its leasehold mortgage. In addition, the terms and
conditions of a leasehold mortgage are subject to the terms and conditions of
the ground lease. Although some rights given to a ground lessee can be limited
by the terms of a leasehold mortgage, the rights of a ground lessee or a
leasehold mortgagee with respect to, among other things, insurance, casualty and
condemnation proceeds will ordinarily be governed by the provisions of the
ground lease, unless otherwise agreed to by the ground lessee and leasehold
mortgagee.

COOPERATIVE SHARES

     Mortgage loans may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases appurtenant to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by non-owner tenants. The loans are subject to some risks not associated with
mortgage loans secured by a lien on the fee estate of a borrower in real
property. Such a loan typically is subordinate to the mortgage, if any, on the
cooperative's building which, if foreclosed, could extinguish the equity in the
building and the proprietary leases of the dwelling units derived from ownership
of the shares of the cooperative. Further, transfer of shares in a cooperative
are subject to various regulations as well as to restrictions under the
governing documents of the cooperative, and the shares may be cancelled in the
event that associated maintenance charges due under the related proprietary
leases are not paid. Typically, a recognition agreement between the lender and
the cooperative provides, among other things, the lender with an opportunity to
cure a default under a proprietary lease.

     Under the laws applicable in many states, foreclosure on cooperative shares
is accomplished by a sale in accordance with the provisions of Article 9 of the
UCC and the security agreement relating to the shares. Article 9 of the UCC
requires that a sale be conducted in a "commercially reasonable" manner, which
may be dependent upon, among other things, the notice given the debtor and the
method, manner, time, place and terms of the sale. Article 9 of the UCC provides
that the proceeds of the sale will be applied first to pay the costs and
expenses of the sale and then to satisfy the indebtedness secured by the
lender's security interest. A recognition agreement, however, generally provides
that the lender's right to reimbursement is subject to the right of the
cooperative to receive sums due under the proprietary leases. If, following
payment to the lender, there are proceeds remaining, the lender must account to
the tenant-stockholder for the surplus. Conversely, if a portion of the
indebtedness remains unpaid, the tenant-stockholder may be responsible for the
deficiency.


                                       64



     For additional information regarding payment of deficiencies, you should
review the sections in this prospectus titled "--Anti-Deficiency Legislation."

BANKRUPTCY LAWS

     Operation of the Bankruptcy Code and related state laws may interfere with
or affect the ability of a secured lender to realize upon collateral and/or to
enforce a deficiency judgment. For example, under the Bankruptcy Code, virtually
all actions, including foreclosure actions and deficiency judgment proceedings,
to collect a debt are automatically stayed upon the filing of the bankruptcy
petition and, often, no interest or principal payments are made during the
course of the bankruptcy case. The delay and the consequences caused by an
automatic stay can be significant. Also, under the Bankruptcy Code, the filing
of a petition in bankruptcy by or on behalf of a junior lienor may stay the
senior lender from taking action to foreclose out the junior lien.

     Under the Bankruptcy Code, provided some substantive and procedural
safeguards protective of the lender are met, the amount and terms of a mortgage
loan secured by a lien on property of the debtor may be modified. For example,
the outstanding amount of the secured loan may be reduced to the then-current
value of the property, thus leaving the lender a general unsecured creditor for
the difference between the value and the outstanding balance of the loan. Other
modifications may include the reduction in the amount of each scheduled payment,
a reduction in the rate of interest and/or an alteration of the repayment
schedule and an extension (or shortening) of the term to maturity. The lien of
the lender may be transferred to other collateral or collateral may be released
from the lien of the lender. The priority of a mortgage loan may also be
subordinated to bankruptcy court-approved financing. Some bankruptcy courts have
approved plans, based on the particular facts of the reorganization case, that
effected the cure of a mortgage loan default by paying arrearages over a number
of years. Also, a bankruptcy court may permit a debtor to reinstate a loan
mortgage payment schedule even if the lender has obtained a final judgment of
foreclosure prior to the filing of the debtor's petition.

     The bankruptcy court can also reinstate accelerated indebtedness and also,
in effect, invalidate due-on-sale clauses. A trustee for a lessor, or a lessor
as debtor-in-possession, may, despite the provisions of the related mortgage
loan to the contrary, sell the mortgaged property free and clear of all liens,
which liens would then attach to the proceeds of the sale.

     The Bankruptcy Code provides that a lender's perfected pre-petition
security interest in leases, rents and hotel revenues continues in the
post-petition rents and hotel revenues, unless a bankruptcy court orders to the
contrary based on the equities of the case. Thus, if the borrower has executed
an assignment of leases, unless a court orders otherwise, revenues from a
mortgaged property generated after the date the bankruptcy petition is filed
will constitute cash collateral under the Bankruptcy Code. Debtors may only use
cash collateral upon obtaining the lender's consent or a prior court order
finding that the lender's interest in the mortgaged properties is adequately
protected. It should be noted, however, that the court may find that the lender
has no security interest in either pre-petition or post-petition revenues if the
court finds that the loan documents do not contain language covering accounts,
room rents, or other forms of personality necessary for a security interest to
attach to hotel revenues.

     Bankruptcies of tenants of the mortgaged properties could have an adverse
impact on the borrowers' ability to meet their obligations. For example, rights
and obligations under an unexpired lease may not be terminated or modified at
any time after the commencement of a case under the Bankruptcy Code solely
because of a provision in the lease conditioned upon the commencement of a case
under the Bankruptcy Code or some other similar events. In addition, there is an
automatic stay of, among other things, any act to obtain possession of property
of or from a debtor's estate, which may delay the borrower's exercise of the
remedies in the event that a lessee becomes the subject of a proceeding under
the Bankruptcy Code.

     A trustee or a debtor-in-possession in a case under the Bankruptcy Code has
the power to assume or to reject an executory contract or an unexpired lease of
the debtor, in each case subject to the approval of the bankruptcy court
administering the case. If the trustee or debtor-in-possession rejects an
executory contract or an unexpired lease, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of the filing of the petition. As a consequence, the other party or parties to
the executory contract or unexpired lease, such as the lessor or borrower, as
lessor under a lease, would have only an unsecured claim against the debtor for
damages resulting from the breach, which could adversely affect the security for
the related mortgage loan.


                                       65



Moreover, the claim of a lessor for the damages from the termination of a lease
of real property will be limited to the sum of:

     1. the rent reserved by the lease, without acceleration, for the greater of
one year or 15 percent, not to exceed three years, of the remaining term of the
lease, following the earlier of the date of the filing of the petition and the
date on which the leased property was surrendered; and

     2. any unpaid rent due under that lease, without acceleration, on the
earlier of those dates.

     If a trustee or debtor-in-possession assumes an executory contract or an
unexpired lease of the debtor, the trustee or debtor-in-possession generally may
assign the executory contract or unexpired lease, notwithstanding any provision
in that executory contract or unexpired lease or in applicable law that
prohibits, restricts or conditions the assignment, provided that the trustee or
debtor-in-possession provides adequate assurance of future performance by the
assignee. The Bankruptcy Code specifically provides, however, that adequate
assurance of future performance for purposes of a lease of real property in a
shopping center includes the following:

     o    adequate assurance of the source of rent due under the lease, and in
          the case of an assignment, that the financial condition and operating
          performance of the proposed assignee and its guarantors, if any, shall
          be similar to the financial condition and operating performance of the
          debtor and its guarantors, if any, as of the time the debtor became
          the lessee under the lease;

     o    that any percentage rent due under the lease will not decline
          substantially;

     o    that the assumption and assignment of the lease is subject to all the
          provisions in that lease, including, but not limited to, provisions
          such as a radius, location, use or exclusivity provision, and will not
          breach any provision contained in any other lease, financing
          agreement, or master agreement relating to that shopping center; and

     o    that the assumption or assignment of the lease will not disrupt the
          tenant mix or balance in that shopping center.

     Thus, an undetermined third party may assume the obligations of the lessee
under a lease in the event of commencement of a proceeding under the Bankruptcy
Code with respect to the lessee.

     If a trustee for a lessor as a debtor-in-possession, rejects an unexpired
lease of real property, the lessee may treat that lease as terminated by that
rejection or, in the alternative, may remain in possession of the leasehold for
the balance of the term of the lease and for any renewal or extension of that
term that is enforceable by the lessee under applicable nonbankruptcy law. The
Bankruptcy Code provides that if a lessee elects to remain in possession after a
rejection of a lease, the lessee may offset against rents reserved under the
lease, for the balance of the term after the date of rejection of the lease and
any renewal or extension thereof, the value of any damages occurring after the
date of rejection caused by the nonperformance of any obligation of the lessor
after that date.

     In a bankruptcy or similar proceeding, action may be taken seeking the
recovery as a preferential transfer of any payments made by the mortgagor under
the related mortgage loan to the related trust fund. Payments may be protected
from recovery as preferences if they are payments in the ordinary course of
business made on debts incurred in the ordinary course of business. Whether any
particular payment would be protected depends upon the facts specific to a
particular transaction. In addition, some court decisions suggest that even a
non-collusive, regularly conducted foreclosure sale could be challenged in a
bankruptcy case as a fraudulent conveyance, regardless of the parties' intent,
if a bankruptcy court determines that the mortgaged property has been sold for
less than fair consideration while the mortgagor was insolvent or otherwise
meets the statutory criteria for fraudulent transfer.

     A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In some circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity


                                       66



may also provide a mortgagor with means to halt a foreclosure proceeding or sale
and to force a restructuring of a mortgage loan on terms a lender would not
otherwise accept. Moreover, the laws of some states also give priority to some
tax liens over the lien of a mortgage or deed of trust. Under the Bankruptcy
Code, if the court finds that actions of the mortgagee have been unreasonable,
the lien of the related mortgage may be subordinated to the claims of unsecured
creditors.

     Pursuant to the doctrines of substantive consolidation or piercing the
corporate veil, a bankruptcy court, in the exercise of its equitable powers,
also has the authority to order that the assets and liabilities of a related
entity be consolidated with those of an entity before it. Thus, property that is
ostensibly the property of one entity may be determined to be the property of a
different entity in bankruptcy, the automatic stay applicable to the second
entity may be extended to the first and the rights of creditors of the first
entity may be impaired in the fashion set forth above in the discussion of
bankruptcy principles. The application of any of these doctrines to one or more
of the mortgagors in the context of the bankruptcy of one or more of their
affiliates could result in material impairment of the rights of the
certificateholders.

     On February 5, 2001, the United States Bankruptcy Court for the Northern
District of Ohio entered an order refusing to modify an interim cash collateral
order that treated inventory and receivables sold by a chapter 11 debtor to two
special purpose subsidiaries, not in chapter 11, as property of the debtor's
estate. In re LTV Steel Company, case no 0043866 (Bankr. N.D. Ohio). In the
February 5 opinion, the court states, "To suggest that Debtor lacks some
ownership interest in products that it creates with its own labor, as well as
the proceeds to be derived from that labor, is difficult to accept." Entry of a
similar order in a bankruptcy case in which an originator of certain mortgage
loans was the debtor could result in a material impairment of the rights of the
Certificateholders.

     For each mortgagor that is described as a special purpose entity, single
purpose entity or bankruptcy-remote entity in the prospectus supplement, the
activities that may be conducted by the mortgagor and its ability to incur debt
are restricted by the applicable Mortgage or the organizational documents of
that mortgagor. The activities of the mortgagor are restricted in a manner as is
intended to make the likelihood of a bankruptcy proceeding being commenced by or
against that mortgagor remote, and that mortgagor has been organized and is
designed to operate in a manner that makes it reasonably likely that its
separate existence will be respected notwithstanding a bankruptcy proceeding in
respect of one or more affiliated entities of that mortgagor. However, we make
no representation as to the likelihood of the institution of a bankruptcy
proceeding by or in respect of any mortgagor or the likelihood that the separate
existence of any mortgagor would be respected if there were to be a bankruptcy
proceeding in respect of any affiliated entity of a mortgagor.

ENVIRONMENTAL RISKS

     A lender may be subject to unforeseen environmental risks with respect to
loans secured by real or personal property, such as the mortgage loans. The
environmental risks may give rise to:

     o    a diminution in value of property securing a mortgage loan or the
          inability to foreclose against the property; or

     o    in some circumstances as more fully described below, liability for
          clean-up costs or other remedial actions, which liability could exceed
          the value of the property or the principal balance of the related
          mortgage loan.

     Under federal law and the laws of many states, contamination on a property
may give rise to a lien on the property for cleanup costs. In several states,
such a lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of the mortgage for any mortgage loan may
lose its priority to that type of lien.

     Under the federal Comprehensive Response, Compensation, and Liability Act,
a lender may be liable either to the government or to private parties for
cleanup costs on a property securing a loan, even if the lender does not cause
or contribute to the contamination. CERCLA imposes strict, as well as joint and
several, liability on several classes of potentially responsible parties, or
PRPs, including current owners and operators of the property who did not cause
or contribute to the contamination. Many states have laws similar to CERCLA.


                                       67



     Lenders may be held liable under CERCLA as owners or operators unless they
qualify for the secured creditor exemption to CERCLA. Court decisions applying
the secured-creditor exemption have in the past been inconsistent and confusing.
On September 30, 1996, President Clinton signed into law the "Asset
Conservation, Lender Liability and Deposit Insurance Protection Act of 1996,"
which includes amendments to CERCLA and to the underground storage tank
provisions of the Resource Conservation and Recovery Act and applies to any
claim that was not finally adjudicated as of September 30, 1996. The Act
attempts to clarify the activities in which a lender can engage and still have
the benefit of a secured creditor exemption. However, the secured creditor
exemption is not available to a lender that participates in management of
mortgaged property prior to a foreclosure. In order for a lender to be deemed to
have participated in the management of a mortgaged property, the lender must
actually participate in the operational affairs of the property of the borrower.
The Act provides that merely having the capacity to influence, or unexercised
right to control operations does not constitute participation in management. A
lender will be deemed to have participated in management and will lose the
protection of the secured creditor exemption only if it exercises
decision-making control over the borrower's environmental compliance and
hazardous substance handling or disposal practices, or assumes day-to-day
management of environmental compliance or all other operational functions of the
mortgaged property. The Act also provides that a lender will continue to have
the benefit of the secured creditor exemption even if it forecloses on a
mortgaged property, purchases it at a foreclosure sale or accepts a deed-in-lieu
of foreclosure provided that the lender seeks to sell the mortgaged property at
the earliest practicable commercially reasonable time on commercially reasonable
terms. However, the protections afforded lenders under the Act are subject to
terms and conditions that have not been clarified by the courts. Moreover, the
CERCLA secured-creditor exemption does not necessarily affect the potential for
liability under other laws that may also impose liability on "owners or
operators".

     Environment clean-up costs may be substantial. It is possible that
environmental clean-up costs could become a liability of the related trust fund
and occasion a loss to certificateholders if remedial costs were incurred.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. It is possible that a property
securing a mortgage loan could be subject to transfer restrictions. In such a
case, if the lender becomes the owner upon foreclosure, it may be required to
clean up the contamination before selling the property.

     The cost of remediating hazardous substance contamination at a property can
be substantial. If a lender is or becomes liable, it can bring an action for
contribution against the owner or operator that created the environmental
hazard, but that person or entity may be without substantial assets.
Accordingly, it is possible that the costs of remediating hazardous substance
contamination at a property could become a liability of a trust fund and
occasion a loss to certificateholders of the related series.

     To reduce the likelihood of such a loss, and unless otherwise provided in
the related prospectus supplement, the related pooling and servicing agreement
will provide that the servicer, acting on behalf of the related trust fund, may
not acquire title to a mortgaged property or take over its operation unless the
servicer, based on a report prepared by a person who regularly conducts
environmental site assessments, has made the determination that it is
appropriate to do so, as described under "Description of the Pooling and
Servicing Agreements--Realization Upon Defaulted Mortgage Loans." There can be
no assurance that any environmental site assessment obtained by the servicer
will detect all possible environmental contamination or conditions or that the
other requirements of the related pooling and servicing agreement, even if fully
observed by the servicer, will in fact insulate the related trust fund from
liability with respect to environmental matters.

     Even when a lender is not directly liable for cleanup costs on property
securing loans, if a property securing a loan is contaminated, the value of the
security is likely to be affected. In addition, a lender bears the risk that
unanticipated cleanup costs may jeopardize the borrower's repayment. Neither of
these two issues is likely to pose risks exceeding the amount of unpaid
principal and interest of a particular loan secured by a contaminated property,
particularly if the lender declines to foreclose on a mortgage secured by the
property.

     If a lender forecloses on a mortgage secured by a property the operations
of which are subject to environmental laws and regulations, the lender will be
required to operate the property in accordance with those laws and regulations.
Compliance may entail some expense.


                                       68



     In addition, a lender may be obligated to disclose environmental conditions
on a property to government entities and/or to prospective buyers, including
prospective buyers at a foreclosure sale or following foreclosure. The
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property and thereby lessen the ability of the lender to
recover its investment in a loan upon foreclosure.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some of the mortgage loans may contain due-on-sale and due-on-encumbrance
clauses that purport to permit the lender to accelerate the maturity of the loan
if the borrower transfers or encumbers the related mortgaged property. In recent
years, court decisions and legislative actions placed substantial restrictions
on the right of lenders to enforce the clauses in many states. By virtue,
however, of the Garn-St Germain Depository Institutions Act of 1982, effective
October 15, 1982, which purports to preempt state laws that prohibit the
enforcement of due-on-sale clauses by providing, among other matters, that
due-on-sale clauses in some loans made after the effective date of the Garn Act
are enforceable, within some limitations, as set forth in the Garn Act and the
regulations promulgated thereunder, the servicer may nevertheless have the right
to accelerate the maturity of a mortgage loan that contains a due-on-sale
provision upon transfer of an interest in the property, regardless of the
servicer's ability to demonstrate that a sale threatens its legitimate security
interest.

SUBORDINATE FINANCING

     Some of the mortgage loans may not restrict the ability of the borrower to
use the mortgaged property as security for one or more additional loans. Where a
borrower encumbers a mortgaged property with one or more junior liens, the
senior lender is subjected to additional risk. First, the borrower may have
difficulty servicing and repaying multiple loans. Moreover, if the subordinate
financing permits recourse to the borrower, as is frequently the case, and the
senior loan does not, a borrower may have more incentive to repay sums due on
the subordinate loan. Second, acts of the senior lender that prejudice the
junior lender or impair the junior lender's security may create a superior
equity in favor of the junior lender. For example, if the borrower and the
senior lender agree to an increase in the principal amount of or the interest
rate payable on the senior loan, the senior lender may lose its priority to the
extent any existing junior lender is harmed or the borrower is additionally
burdened. Third, if the borrower defaults on the senior loan and/or any junior
loan or loans, the existence of junior loans and actions taken by junior lenders
can impair the security available to the senior lender and can interfere with or
delay the taking of action by the senior lender. Moreover, the bankruptcy of a
junior lender may operate to stay foreclosure or similar proceedings by the
senior lender.

DEFAULT INTEREST AND LIMITATIONS ON PREPAYMENTS

     Notes and mortgages may contain provisions that obligate the borrower to
pay a late charge or additional interest if payments are not timely made, and in
some circumstances, may prohibit prepayments for a specified period and/or
condition prepayments upon the borrower's payment of prepayment fees or yield
maintenance penalties. In some states, there are or may be specific limitations
upon the late charges which a lender may collect from a borrower for delinquent
payments. Some states also limit the amounts that a lender may collect from a
borrower as an additional charge if the loan is prepaid. In addition, the
enforceability of provisions that provide for prepayment fees or penalties upon
an involuntary prepayment is unclear under the laws of many states.

ADJUSTABLE RATE LOANS

     The laws of some states may provide that mortgage notes relating to
adjustable rate loans are not negotiable instruments under the UCC. In that
event, the related trust fund will not be deemed to be a holder in due course
within the meaning of the UCC and may take a mortgage note subject to
restrictions on the ability to foreclose and to contractual defenses available
to a mortgagor.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, as amended, provides that state usury limitations shall not apply
to some types of residential (including multifamily) first mortgage loans


                                       69



originated by some lenders after March 31, 1980. Title V authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is authorized by
the law to adopt a provision limiting discount points or other charges on
mortgage loans covered by Title V. Some states have taken action to reimpose
interest rate limits and/or to limit discount points or other charges.

     No mortgage loan originated in any state in which application of Title V
has been expressly rejected or a provision limiting discount points or other
charges has been adopted, will, if originated after that rejection or adoption,
be eligible for inclusion in a trust fund unless:

     o    the mortgage loan provides for an interest rate, discount points and
          charges as are permitted under the laws of the state; or

     o    the mortgage loan provides that the terms of that mortgage loan are to
          be construed in accordance with the laws of another state under which
          its interest rate, discount points and charges would not be usurious
          and the borrower's counsel has rendered an opinion that the choice of
          law provision would be given effect.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act, as amended, a
borrower who enters military service after the origination of the borrower's
mortgage loan, including a borrower who was in reserve status and is called to
active duty after origination of the mortgage loan, may not be charged interest,
including fees and charges, above an annual rate of 6% during the period of the
borrower's active duty status, unless a court orders otherwise upon application
of the lender. The Relief Act applies to individuals who are members of the
Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service assigned to duty with the military.
Because the Relief Act applies to individuals who enter military service,
including reservists who are called to active duty, after origination of the
related mortgage loan, we cannot give you any information as to the number of
loans with individuals as borrowers that may be affected by the Relief Act.
Application of the Relief Act would adversely affect, for an indeterminate
period of time, the ability of any servicer to collect full amounts of interest
on some of the mortgage loans. Any shortfalls in interest collections resulting
from the application of the Relief Act would result in a reduction of the
amounts distributable to the holders of the related series of certificates. The
shortfalls would not be covered by advances or, unless otherwise specified in
the related prospectus supplement, any instrument of credit support provided in
connection with the certificates. In addition, the Relief Act imposes
limitations that would impair the ability of the servicer to foreclose on an
affected mortgage loan during the borrower's period of active duty status, and,
under some circumstances, during an additional three-month period thereafter.
Thus, in the event a mortgage loan goes into default, there may be delays and
losses occasioned by the inability to realize upon the mortgaged property in a
timely fashion.

TYPE OF MORTGAGED PROPERTY

     The lender may be subject to additional risk depending upon the type and
use of the mortgaged property in question. For instance, mortgaged properties
which are hospitals, nursing homes or convalescent homes may present special
risks to lenders in large part due to significant governmental regulation of the
operation, maintenance, control and financing of health care institutions.
Mortgages on mortgaged properties which are owned by the borrower under a
condominium form of ownership are subject to the declaration, by-laws and other
rules and regulation of the condominium association. Mortgaged properties which
are hotels or motels may present additional risk to the lender in that:

     o    hotels and motels are typically operated pursuant to franchise,
          management and operating agreements which may be terminable by the
          operator; and

     o    the transferability of the hotel's operating, liquor and other
          licenses to the entity acquiring the hotel either through purchase or
          foreclosure is subject to the vagaries of local law requirements.


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In addition, mortgaged properties which are multifamily properties or
cooperatively owned multifamily properties may be subject to rent control laws,
which could impact the future cash flows of the properties.

AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder, in order to protect individuals with disabilities,
public accommodations (such as hotels, shopping centers, hospitals, schools and
social service center establishments) must remove architectural and
communication barriers which are structural in nature from existing places of
public accommodation to the extent "readily achievable" within the meaning of
the ADA. In addition, under the ADA, alterations to a place of public
accommodation or a commercial facility are to be made so that, to the maximum
extent feasible, each altered portion is readily accessible to and usable by
individuals with disabilities. The "readily achievable" standard takes into
account, among other factors, the financial resources of the affected site,
owner, landlord or other applicable person. In addition to imposing a possible
financial burden on the borrower in its capacity as owner or landlord, the ADA
may also impose the requirements on a foreclosing lender who succeeds to the
interest of the borrower as owner or landlord. Furthermore, since the "readily
achievable" standard may vary depending on the financial condition of the owner
or landlord, a foreclosing lender who is financially more capable than the
borrower of complying with the requirements of the ADA may be subject to more
stringent requirements than those to which the borrower is subject.

FORFEITURE FOR DRUG, RICO AND MONEY LAUNDERING VIOLATIONS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. In many instances, the United
States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before any other crime upon
which the forfeiture is based, or (2) the lender was, at the time of the
execution of the mortgage, "did not know or was reasonably without cause to
believe that the property was subject to forfeiture." However, there is no
assurance that such a defense will be successful.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

     The following is a general discussion of the anticipated material federal
income tax consequences of the purchase, ownership and disposition of
certificates. The discussion below does not purport to address all federal
income tax consequences that may be applicable to particular categories of
investors, some of which, such as banks and insurance companies, may be subject
to special rules. Except as noted below, this discussion applies to United
States persons who hold the certificates as capital assets. The authorities on
which this discussion is based are subject to change or differing
interpretations, and any related change or interpretation could apply
retroactively. This discussion reflects the applicable provisions of the
Internal Revenue Code of 1986, as amended, as well as the REMIC regulations
promulgated by the U.S. Department of Treasury. Investors should consult their
own tax advisors in determining the federal, state, local and other tax
consequences to them of the purchase, ownership and disposition of certificates.

     For purposes of this discussion, references to the mortgage loans include
references to the mortgage loans underlying MBS included in the mortgage assets,
and, where the applicable prospectus supplement provides for a retained yield
(the "Retained Interest") with respect to the mortgage loans underlying a series
of certificates, references to the mortgage loans will be deemed to refer to
that portion of the mortgage loans held by the trust fund which does not include
the Retained Interest. References to a holder or certificateholder in this
discussion generally mean the beneficial owner of a certificate.


                                       71



             FEDERAL INCOME TAX CONSEQUENCES FOR REMIC CERTIFICATES

GENERAL

     With respect to a particular series of certificates, an election may be
made to treat the trust fund or one or more segregated pools of assets therein
as one or more REMICs within the meaning of Internal Revenue Code Section 860D.
A trust fund or any of its portions as to which a REMIC election will be made
will be referred to as a REMIC pool. For purposes of this discussion,
certificates of a series as to which one or more REMIC elections are made are
referred to as REMIC certificates and will consist of one or more classes of
regular certificates and one class of residual certificates in the case of each
REMIC pool. Qualification as a REMIC requires ongoing compliance with some
conditions. With respect to each series of REMIC certificates, Cadwalader,
Wickersham & Taft LLP, our counsel, has advised us that in the firm's opinion,
assuming:

     o    the making of such an election;

     o    compliance with the pooling and servicing agreement; and

     o    compliance with any changes in the law, including any amendments to
          the Internal Revenue Code or applicable Treasury regulations
          thereunder,

each REMIC pool will qualify as a REMIC. The regular certificates will be
considered to be "regular interests" in the REMIC pool within the meaning of
Internal Revenue Code Section 860D and generally will be treated for federal
income tax purposes as if they were newly originated debt instruments, and the
residual certificates will be considered to be the sole class of "residual
interests" in the REMIC pool within the meaning of Internal Revenue Code Section
860D. The prospectus supplement for each series of certificates will indicate
whether one or more REMIC elections will be made with respect to the related
trust fund, in which event references to REMIC or REMIC pool herein shall be
deemed to refer to each such REMIC pool. If so specified in the applicable
prospectus supplement, the portion of a trust fund as to which a REMIC election
is not made will be treated as a grantor trust for federal income tax purposes.

     For additional information regarding federal income tax consequences of
holding the certificates, you should also review the section in this prospectus
titled "--Federal Income Tax Consequences for Certificates as to Which No REMIC
Election Is Made."

CHARACTERIZATION OF INVESTMENTS IN REMIC CERTIFICATES

     In general, unless otherwise provided in the related prospectus supplement,
the REMIC certificates will be "real estate assets" within the meaning of
Section 856(c)(5)(B) of the Internal Revenue Code and assets described in
Section 7701(a)(19)(C) of the Internal Revenue Code in the same proportion that
the assets of the REMIC underlying such certificates would be so treated.
However, to the extent that the REMIC assets constitute mortgages on property
not used for residential or other prescribed purposes, the REMIC certificates
will not be treated as assets qualifying under Section 7701(a)(19)(C) of the
Internal Revenue Code. Moreover, if 95% or more of the assets of the REMIC
qualify for any of the foregoing treatments at all times during a calendar year,
the REMIC certificates will qualify for the corresponding status in their
entirety for that calendar year. Interest, including original issue discount, on
the regular certificates and income allocated to the residual certificates will
be interest described in Section 856(c)(3)(B) of the Internal Revenue Code to
the extent that such certificates are treated as "real estate assets" within the
meaning of Section 856(c)(5)(B) of the Internal Revenue Code. In addition, the
regular certificates will be, if transferred to a REMIC on its startup day in
exchange for an interest in such REMIC, "qualified mortgages" within the meaning
of Section 860G(a)(3) of the Internal Revenue Code. The determination as to the
percentage of the REMIC's assets that constitute assets described in the
foregoing sections of the Internal Revenue Code will be made with respect to
each calendar quarter based on the average adjusted basis of each category of
the assets held by the REMIC during such calendar quarter. The special servicer,
servicer, or the trustee, as required under the pooling and servicing agreement
will report those determinations to certificateholders in the manner and at the
times required by applicable Treasury regulations.


                                       72



     The assets of the REMIC will include, in addition to mortgage loans,
payments on mortgage loans held pending distribution on the REMIC certificates
and property acquired by foreclosure held pending sale, and may include amounts
in reserve accounts. It is unclear whether property acquired by foreclosure held
pending sale, and amounts in reserve accounts would be considered to be part of
the mortgage loans, or whether such assets, to the extent not invested in assets
described in the foregoing sections, otherwise would receive the same treatment
as the mortgage loans for purposes of all of the foregoing sections. In
addition, in some instances mortgage loans may not be treated entirely as assets
described in the foregoing sections. If so, the related prospectus supplement
will describe the mortgage loans that may not be so treated. The REMIC
regulations do provide, however, that payments on mortgage loans held pending
distribution are considered part of the mortgage loans for purposes of Section
856(c)(5)(B) of the Internal Revenue Code. Furthermore, foreclosure property
will qualify as "real estate assets" under Section 856(c)(5)(B) of the Internal
Revenue Code.

TIERED REMIC STRUCTURES

     For some series of REMIC certificates, two or more separate elections may
be made to treat designated portions of the related trust fund as REMICs
("Tiered REMICs") for federal income tax purposes. The Tiered REMICs will each
qualify as a REMIC and the REMIC certificates issued by the Tiered REMICs, will
be considered to evidence ownership of regular certificates or residual
certificates in the related REMIC within the meaning of the REMIC Provisions.

     Solely for purposes of determining whether the REMIC certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Internal
Revenue Code and, "loans secured by an interest in real property" under Section
7701(a)(19)(C) of the Internal Revenue Code, and whether the income on such
certificates is interest described in Section 856(c)(3)(B) of the Internal
Revenue Code, the Tiered REMICs will be treated as one REMIC.

QUALIFICATION AS A REMIC

     In order for the REMIC pool to qualify as a REMIC, there must be ongoing
compliance on the part of the REMIC pool with the requirements set forth in the
Internal Revenue Code. The REMIC pool must fulfill an asset test, which requires
that no more than a de minimis portion of the assets of the REMIC pool, as of
the close of the third calendar month beginning after the startup day, which for
purposes of this discussion is the date of issuance of the REMIC certificates,
and at all times thereafter, may consist of assets other than qualified
mortgages and permitted investments. The REMIC regulations provide a safe harbor
pursuant to which the de minimis requirement is met if at all times the
aggregate adjusted basis of the nonqualified assets is less than 1% of the
aggregate adjusted basis of all the REMIC pool's assets. An entity that fails to
meet the safe harbor may nevertheless demonstrate that it holds no more than a
de minimis amount of nonqualified assets. A REMIC also must provide reasonable
arrangements to prevent its residual interest from being held by Disqualified
Organizations and must furnish applicable tax information to transferors or
agents that violate this requirement. The pooling and servicing agreement for
each Series will contain a provision designed to meet this requirement.

     For further information, you should review the section in this prospectus
titled "--Taxation of Residual Certificates--Tax-Related Restrictions on
Transfer of Residual Certificates--Disqualified Organizations."

     A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC pool on
the startup day in exchange for regular certificates or residual certificates or
is purchased by the REMIC pool within a three-month period thereafter pursuant
to a fixed price contract in effect on the startup day.

     Qualified mortgages include the following:

     o    whole mortgage loans, such as the mortgage loans;

     o    certificates of beneficial interest in a grantor trust that holds
          mortgage loans, including some of the MBS;


                                       73



     o    regular interests in another REMIC, such as MBS issued by a trust as
          to which a REMIC election has been made;

     o    loans secured by timeshare interests; and

     o    loans secured by shares held by a tenant stockholder in a cooperative
          housing corporation.

However, in general:

     o    the fair market value of the real property securing the mortgage
          (including any buildings and structural components) must be at least
          80% of the principal balance of the related mortgage loan or of the
          mortgage loan underlying any related MBS either at origination of the
          relevant loan or as of the startup day; or

     o    substantially all the proceeds of the mortgage loan or the underlying
          mortgage loan must have been used to acquire, improve or protect an
          interest in real property that, at the origination date, was the only
          security for the mortgage loan or underlying mortgage loan.

If the mortgage loan has been substantially modified other than in connection
with a default or reasonably foreseeable default, it must meet the real property
value test described in the preceding sentence as of the date of the last
modification or as of the REMIC startup day. A qualified mortgage includes a
qualified replacement mortgage, which is any mortgage loan that would have been
treated as a qualified mortgage if it were transferred to the REMIC pool on the
startup day and that is received either:

     o    in exchange for any qualified mortgage within a three-month period
          thereafter; or

     o    in exchange for a mortgage loan that is a defective obligation, as
          defined immediately below, within a two-year period thereafter.

     A defective obligation includes the following:

     1.   a mortgage in default or as to which default is reasonably
          foreseeable;

     2.   a mortgage as to which a customary representation or warranty made at
          the time of transfer to the REMIC pool has been breached;

     3.   a mortgage that was fraudulently procured by the mortgagor; and

     4.   a mortgage that was not in fact principally secured by real property
          (but only if the mortgage is disposed of within 90 days of discovery).

     A mortgage loan that is defective as described in clause 4 in the
immediately preceding sentence that is not sold or, if within two years of the
startup day, exchanged, within 90 days of discovery, ceases to be a qualified
mortgage after that 90-day period. A qualified mortgage includes any asset
described above that is transferred to the REMIC pool on the startup day in
exchange for regular certificates or residual certificates, or that is purchased
by the REMIC pool within three months after the startup day pursuant to a fixed
price contract in effect on the startup day.

     Permitted investments include cash flow investments, qualified reserve
assets, and foreclosure property. A cash flow investment is an investment,
earning a return in the nature of interest, of amounts received on or with
respect to qualified mortgages for a temporary period, not exceeding 13 months,
until distributed to holders of interests in the REMIC pool. A qualified reserve
asset is any intangible property (other than a REMIC residual interest) held for
investment that is part of any reasonably required reserve maintained by the
REMIC pool to provide for payments of expenses of the REMIC pool or amounts due
on the regular or residual interests in the event of defaults (including
delinquencies) on the qualified mortgages, lower than expected reinvestment
returns, prepayment interest shortfalls and some other contingencies. The
reserve fund will be disqualified if more than 30% of the gross income from the
assets in the fund for the year is derived from the sale or other disposition of
property held for less than three


                                       74



months, unless required to prevent a default on the regular interests caused by
a default on one or more qualified mortgages. A reserve fund must be reduced
promptly and appropriately as payments on the mortgage loans are received.
Foreclosure property is real property acquired by the REMIC pool in connection
with the default or imminent default of a qualified mortgage. Foreclosure
property generally may not be held beyond the close of the third calendar year
following the acquisition of the property by a REMIC pool, with possible
extensions granted by the Internal Revenue Service of up to an additional three
years.

     In addition to the foregoing requirements, the various interests in a REMIC
pool also must meet certain requirements. All of the interests in a REMIC pool
must be either of the following:

     o    one or more classes of regular interests; or

     o    a single class of residual interests on which distributions, if any,
          are made pro rata.

     A regular interest is an interest in a REMIC pool that is issued on the
startup day with fixed terms, is designated as a regular interest, and
unconditionally entitles the holder to receive a specified principal amount, or
other similar amount, and provides that interest payments, or other similar
amounts, if any, at or before maturity either are payable based on a fixed rate
or a qualified variable rate, or consist of a specified, nonvarying portion of
the interest payments on qualified mortgages. The specified portion may consist
of a fixed number of basis points, a fixed percentage of the total interest, or
a fixed or qualified variable or inverse variable rate on some or all of the
qualified mortgages minus a different fixed or qualified variable rate. The
specified principal amount of a regular interest that provides for interest
payments consisting of a specified, nonvarying portion of interest payments on
qualified mortgages may be zero. A regular interest in a REMIC pool may have
payments of principal that are subordinated to payments on other regular
interests or the residual interest in the REMIC pool, and that are dependent on
the absence of defaults or delinquencies on qualified mortgages or permitted
investments, lower than reasonably expected returns on permitted investments,
unanticipated expenses incurred by the REMIC pool or prepayment interest
shortfalls. A REMIC pool may issue multiple classes of regular interests.

     A residual interest is an interest in a REMIC pool other than a regular
interest that is issued on the startup day and that is designated as a residual
interest. A REMIC may issue only one class of residual interests on which
distributions, if any, are made pro rata.

     If an entity, such as the REMIC pool, fails to comply with one or more of
the ongoing requirements of the Internal Revenue Code for REMIC status during
any taxable year, the Internal Revenue Code provides that the entity will not be
treated as a REMIC for that year and thereafter. In this event, an entity with
multiple classes of ownership interests may be treated as a separate association
taxable as a corporation under Treasury regulations, and the regular
certificates may be treated as equity interests therein. The Internal Revenue
Code, however, authorizes the Treasury Department to issue regulations that
address situations where failure to meet one or more of the requirements for
REMIC status occurs inadvertently and in good faith, and disqualification of the
REMIC pool would occur absent regulatory relief. You should be aware, however,
that the Conference Committee Report to the Tax Reform Act of 1986 (the "1986
Act") indicates that the relief may be accompanied by sanctions, such as the
imposition of a corporate tax on all or a portion of the REMIC pool's income for
the period of time in which the requirements for REMIC status are not satisfied.

TAXATION OF REGULAR CERTIFICATES

     General. A regular interest will be treated as a newly originated debt
instrument for federal income tax purposes. In general, interest and original
issue discount on a regular certificate will be treated as ordinary income to a
holder of the regular certificate as they accrue, and principal payments on a
regular certificate in excess of accrued market discount will be treated as a
return of capital to the extent of the regular certificateholder's basis in the
regular certificate. Regular certificateholders must use the accrual method of
accounting with regard to regular certificates, regardless of the method of
accounting otherwise used by the regular certificateholders.

     Original Issue Discount. Accrual certificates, interest only, and
principal-only certificates will be, and other Classes of regular certificates
may be, issued with original issue discount within the meaning of Internal
Revenue


                                       75



Code Section 1273(a). Holders of any Class of regular certificates having
original issue discount generally must include original issue discount in
ordinary income for federal income tax purposes as it accrues, in accordance
with the constant yield method that takes into account the compounding of
interest, in advance of receipt of the cash attributable to the income. The
following discussion is based in part on Treasury regulations under Internal
Revenue Code Sections 1271 through 1273 and 1275 and in part on the provisions
of the 1986 Act, referred to in this document as OID regulations. Regular
certificateholders should be aware, however, that the OID regulations do not
adequately address some issues relevant to prepayable securities, such as the
regular certificates. To the extent the issues are not addressed in the
regulations, we intend to apply the methodology described in the Conference
Committee Report to the 1986 Act. No assurance can be provided that the Service
will not take a different position as to those matters not currently addressed
by the OID regulations. Moreover, the OID regulations include an anti-abuse rule
allowing the Service to apply or depart from the OID regulations where necessary
or appropriate to ensure a reasonable tax result in light of the applicable
statutory provisions. A tax result will not be considered unreasonable under the
anti-abuse rule in the absence of a substantial effect on the present value of a
taxpayer's tax liability. You are advised to consult your own tax advisors as to
the discussion in this prospectus and the appropriate method for reporting
interest and original issue discount with respect to the regular certificates.

     Each regular certificate will be treated as a single installment obligation
for purposes of determining the original issue discount includible in a regular
certificateholder's income. The total amount of original issue discount on a
regular certificate is the excess of the stated redemption price at maturity of
the regular certificate over its issue price. The issue price of a Class of
regular certificates offered pursuant to this prospectus generally is the first
price at which a substantial amount of regular certificates of that class is
sold to the public, excluding bond houses, brokers and underwriters. Although
unclear under the OID regulations, we intend to treat the issue price of a class
as to which there is no substantial sale as of the issue date or that is
retained by us as the fair market value of that Class as of the issue date. The
issue price of a regular certificate also includes the amount paid by an initial
regular certificateholder for accrued interest that relates to a period prior to
the issue date of the regular certificate, unless the regular certificateholder
elects on its federal income tax return to exclude that amount from the issue
price and to recover it on the first distribution date. The stated redemption
price at maturity of a regular certificate always includes the original
principal amount of the regular certificate, but generally will not include
distributions of stated interest if the interest distributions constitute
qualified stated interest. Under the OID regulations, qualified stated interest
generally means interest payable at a single fixed rate or a qualified variable
rate, as described below, provided that the interest payments are
unconditionally payable at intervals of one year or less during the entire term
of the regular certificate. Because there is no penalty or default remedy in the
case of nonpayment of interest with respect to a regular certificate, it is
possible that no interest on any Class of regular certificates will be treated
as qualified stated interest. However, except as provided in the following three
sentences or in the applicable prospectus supplement, because the underlying
mortgage loans provide for remedies in the event of default, we intend to treat
interest with respect to the regular certificates as qualified stated interest.
Distributions of interest on an accrual certificate, or on other regular
certificates with respect to which deferred interest will accrue, will not
constitute qualified stated interest, in which case the stated redemption price
at maturity of the regular certificates includes all distributions of interest
as well as principal thereon. Likewise, we intend to treat an interest only
class, or a class on which interest is substantially disproportionate to its
principal amount, as having no qualified stated interest. Where the interval
between the issue date and the first distribution date on a regular certificate
is shorter than the interval between subsequent distribution dates, the interest
attributable to the additional days will be included in the stated redemption
price at maturity.

     Under a de minimis rule, original issue discount on a regular certificate
will be considered to be zero if the original issue discount is less than 0.25%
of the stated redemption price at maturity of the regular certificate multiplied
by the weighted average maturity of the regular certificate. For this purpose,
the weighted average maturity of the regular certificate is computed as the sum
of the amounts determined by multiplying the number of full years (i.e.,
rounding down partial years) from the issue date until all distributions in
reduction of are scheduled to be made, presumably taking into account the
prepayment assumption, by a fraction, the numerator of which is the amount of
each distribution included in the stated redemption price at maturity of the
regular certificate and the denominator of which is the stated redemption price
at maturity of the regular certificate. The Conference Committee Report to the
1986 Act provides that the schedule of the distributions should be determined in
accordance with the assumed rate of prepayment of the mortgage loans and the
anticipated reinvestment rate, if any, relating to the regular certificates. The
prepayment assumption with respect to a series of regular certificates will be
set forth in the related prospectus supplement. Holders generally must report de
minimis original issue discount pro


                                       76



rata as principal payments are received, and the income will be capital gain if
the regular certificate is held as a capital asset. However, under the OID
regulations, regular certificateholders may elect to accrue all de minimis
original issue discount as well as market discount and market premium under the
constant yield method.

     For additional information regarding an election to treat interest under
the constant yield method, you should review the section in this prospectus
titled "--Election to Treat All Interest Under the Constant Yield Method."

     A regular certificateholder generally must include in gross income for any
taxable year the sum of the daily portions, as defined below, of the original
issue discount on the regular certificate accrued during an accrual period for
each day on which it holds the regular certificate, including the date of
purchase but excluding the date of disposition. We will treat the monthly period
ending on the day before each distribution date as the accrual period. With
respect to each regular certificate, a calculation will be made of the original
issue discount that accrues during each successive full accrual period, or
shorter period from the date of original issue, that ends on the day before the
related distribution date on the regular certificate. The Conference Committee
Report to the 1986 Act states that the rate of accrual of original issue
discount is intended to be based on the prepayment assumption. Other than as
discussed below with respect to a random lot certificate, the original issue
discount accruing in a full accrual period would be the excess, if any, of:

     (a)  the sum of:

          o    the present value of all of the remaining distributions to be
               made on the regular certificate as of the end of that accrual
               period that are included in the regular certificate's stated
               redemption price at maturity; and

          o    the distributions made on the regular certificate during the
               accrual period that are included in the regular certificate's
               stated redemption price at maturity;

     over:

     (b) the adjusted issue price of the regular certificate at the beginning of
the accrual period.

     The present value of the remaining distributions referred to in the
preceding sentence is calculated based on:

     o    the yield to maturity of the regular certificate at the issue date;

     o    events, including actual prepayments, that have occurred prior to the
          end of the accrual period; and

     o    the prepayment assumption.

     For these purposes, the adjusted issue price of a regular certificate at
the beginning of any accrual period equals the issue price of the regular
certificate, increased by the aggregate amount of original issue discount with
respect to the regular certificate that accrued in all prior accrual periods and
reduced by the amount of distributions included in the regular certificate's
stated redemption price at maturity that were made on the regular certificate in
those prior periods. The original issue discount accruing during any accrual
period (as determined in this paragraph) will then be divided by the number of
days in the period to determine the daily portion of original issue discount for
each day in the period. With respect to an initial accrual period shorter than a
full accrual period, the daily portions of original issue discount must be
determined according to an appropriate allocation under any reasonable method.

     Under the method described above, the daily portions of original issue
discount required to be included in income by a regular certificateholder
generally will increase to take into account prepayments on the regular
certificates as a result of prepayments on the mortgage loans that exceed the
prepayment assumption. The daily portions generally will decrease, but not below
zero for any period, if the prepayments are slower than the prepayment
assumption. An increase in prepayments on the mortgage loans with respect to a
series of regular certificates can result in both a change in the priority of
principal payments with respect to some classes of regular


                                       77



certificates and either an increase or decrease in the daily portions of
original issue discount with respect to the regular certificates.

     Acquisition Premium. A purchaser of a regular certificate at a price
greater than its adjusted issue price but less than its stated redemption price
at maturity will be required to include in gross income the daily portions of
the original issue discount on the regular certificate reduced pro rata by a
fraction, the numerator of which is the excess of its purchase price over the
adjusted issue price and the denominator of which is the excess of the remaining
stated redemption price at maturity over the adjusted issue price.
Alternatively, a subsequent purchaser may elect to treat all acquisition premium
under the constant yield method, as described below under the heading
"--Election to Treat All Interest Under the Constant Yield Method."

     Variable Rate Regular Certificates. Regular certificates may provide for
interest based on a variable rate. Under the OID regulations, interest is
treated as payable at a variable rate if, generally:

     o    the issue price does not exceed the original principal balance by more
          than a specified de minimis amount; and

     o    the interest compounds or is payable at least annually at current
          values of;

     o    one or more qualified floating rates;

     o    a single fixed rate and one or more qualified floating rates;

     o    a single objective rate; or

     o    a single fixed rate and a single objective rate that is a qualified
          inverse floating rate.

     A floating rate is a qualified floating rate if variations in the rate can
reasonably be expected to measure contemporaneous variations in the cost of
newly borrowed funds. Two or more qualified floating rates will be treated as a
single qualified floating rate if all the qualified floating rates can
reasonably be expected to have approximately the same values throughout the
terms of the instrument. This requirement will be conclusively presumed to be
satisfied if the values of all the qualified floating rates are within 0.25% of
each other on the issue date. An objective rate (other than a qualified floating
rate) is a rate that is determined using a single fixed formula and that is
based on objective financial or economic information, provided that the
information is not within the control of the issuer or a related party or unique
to the circumstances of the issuer or a related party. A qualified inverse
floating rate is an objective rate that is equal to a fixed rate minus a
qualified floating rate that inversely reflects contemporaneous variations in
the cost of newly borrowed funds. An inverse floating rate that is not a
qualified floating rate may nevertheless be an objective rate. A class of
regular certificates may be issued under this Prospectus that does not have a
variable rate under the OID regulations. For example, a class may be issued that
bears different rates at different times during the period it is outstanding
such that it is considered significantly front-loaded or back-loaded within the
meaning of the OID regulations. It is possible that the class may be considered
to bear contingent interest within the meaning of the OID regulations. The OID
regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to regular certificates. However, if final
regulations dealing with contingent interest with respect to regular
certificates apply the same principles as the OID regulations, the final
regulations may lead to different timing of income inclusion than would be the
case under the OID regulations. Furthermore, application of those principles
could lead to the characterization of gain on the sale of contingent interest
regular certificates as ordinary income. You should consult your tax advisors
regarding the appropriate treatment of any regular certificate that does not pay
interest at a fixed rate or variable rate as described in this paragraph.


                                       78



     Under the REMIC regulations, a regular floating-rate certificate qualifies
as a regular interest in a REMIC if:

     o    it bears a rate that qualifies as a variable rate under the OID
          regulations:

          o    that is tied to current values of a variable rate (or the
               highest, lowest or average of two or more variable rates),
               including a rate based on the average cost of funds of one or
               more financial institutions, or a positive or negative multiple
               of the rate (plus or minus a specified number of basis points);
               or

          o    that represents a weighted average of rates on some or all of the
               mortgage loans which bear interest at a fixed rate or at a
               qualifying variable rate under the REMIC regulations, including
               the rate that is subject to one or more caps or floors;

or:

     o    it bears one or more variable rates for one or more periods or one or
          more fixed rates for one or more periods, and a different variable
          rate or fixed rate for other periods.

     Accordingly, unless otherwise indicated in the applicable prospectus
supplement, we intend to treat regular certificates that qualify as regular
interests under this rule in the same manner as obligations bearing a variable
rate for original issue discount reporting purposes.

     The amount of original issue discount with respect to a regular certificate
bearing a variable rate of interest will accrue in the manner described above
under "--Original Issue Discount" with the yield to maturity and future payments
on that regular certificate generally to be determined by assuming that interest
will be payable for the life of the regular certificate based on the initial
rate. Unless otherwise specified in the applicable prospectus supplement, we
intend to treat variable interest as qualified stated interest, other than
variable interest on an interest-only or super-premium Class, which will be
treated as non-qualified stated interest includible in the stated redemption
price at maturity. Ordinary income reportable for any period will be adjusted
based on subsequent changes in the applicable interest rate index.

     Although unclear under the OID regulations, unless required otherwise by
applicable final regulations, we intend to treat regular certificates bearing an
interest rate that is a weighted average of the net interest rates on mortgage
loans or mortgage certificates having fixed or adjustable rates, as having
qualified stated interest. The yield on the regular certificates for purposes of
accruing original issue discount will be a hypothetical fixed rate based on the
fixed rates, in the case of fixed rate mortgage loans, and initial indexed
rates, in the case of adjustable rate mortgage loans. In the case of adjustable
rate mortgage loans, the applicable index used to compute interest on the
mortgage loans in effect on the issue date, will be deemed to be in effect
beginning with the period in which the first weighted average adjustment date
occurring after the issue date occurs. Adjustments will be made in each accrual
period either increasing or decreasing the amount of ordinary income reportable
to reflect the actual pass-through rate on the regular certificates.

     Deferred Interest. Under the OID regulations, all interest on a regular
certificate as to which there may be Deferred Interest is includible in the
stated redemption price at maturity. Accordingly, any Deferred Interest that
accrues with respect to a class of regular certificates will constitute income
to the holders of those regular certificates prior to the time distributions of
cash with respect to the Deferred Interest are made.

     Market Discount. A purchaser of a regular certificate also may be subject
to the market discount rules of Internal Revenue Code Sections 1276 through
1278. Under these Internal Revenue Code sections and the principles applied by
the OID regulations in the context of original issue discount, market discount
is the amount by which the purchaser's original basis in the regular
certificate:

     o    is exceeded by the then-current principal amount of the regular
          certificate; or

     o    in the case of a regular certificate having original issue discount,
          is exceeded by the adjusted issue price of the regular certificate at
          the time of purchase.


                                       79



     The purchaser generally will be required to recognize ordinary income to
the extent of accrued market discount on the regular certificate as
distributions includible in its stated redemption price at maturity are
received, in an amount not exceeding any related distribution. The market
discount would accrue in a manner to be provided in Treasury regulations and
should take into account the prepayment assumption.

     The Conference Committee Report to the 1986 Act provides that until the
Treasury regulations are issued, market discount would accrue either:

     o    on the basis of a constant interest rate or

     o    in the ratio of stated interest allocable to the relevant period to
          the sum of the interest for that period plus the remaining interest as
          of the end of the period, or in the case of a regular certificate
          issued with original issue discount, in the ratio of original issue
          discount accrued for the relevant period to the sum of the original
          issue discount accrued for that period plus the remaining original
          issue discount as of the end of that period.

     The purchaser also generally will be required to treat a portion of any
gain on a sale or exchange of the regular certificate as ordinary income to the
extent of the market discount accrued to the date of disposition under one of
the foregoing methods, less any accrued market discount previously reported as
ordinary income as partial distributions in reduction of the stated redemption
price at maturity were received. The purchaser will be required to defer
deduction of a portion of the excess of the interest paid or accrued on
indebtedness incurred to purchase or carry a regular certificate over the
interest distributable on that certificate. The deferred portion of the interest
expense in any taxable year generally will not exceed the accrued market
discount on the regular certificate for that year. Any deferred interest expense
is, in general, allowed as a deduction not later than the year in which the
related market discount income is recognized or the regular certificate is
disposed of. As an alternative to the inclusion of market discount in income on
the foregoing basis, the regular certificateholder may elect to include market
discount in income currently as it accrues on all market discount instruments
acquired by that regular certificateholder in that taxable year or thereafter,
in which case the interest deferral rule will not apply.

     For additional information, you should also review the section in this
prospectus titled "--Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the election may be
deemed to be made.

     Market discount with respect to a regular certificate will be considered to
be de minimis if the market discount is less than 0.25% of the remaining stated
redemption price at maturity of that regular certificate multiplied by the
weighted average maturity of the regular certificate (determined as described
above in the third paragraph under "--Original Issue Discount") remaining after
the date of purchase, presumably taking into account prepayment assumptions. It
appears that de minimis market discount should be reported in a manner similar
to de minimis original issue discount. See "--Original Issue Discount" above.
Treasury regulations implementing the market discount rules have not yet been
issued, and therefore investors should consult their own tax advisors regarding
the application of these rules. You should also consult Revenue Procedure 92-67
concerning the elections to include market discount in income currently and to
accrue market discount on the basis of the constant yield method.

     Premium. A regular certificate purchased at a cost, excluding any portion
of such cost attributable to accrued qualified stated interest, greater than its
remaining stated redemption price at maturity generally is considered to be
purchased at a premium. If the regular certificateholder holds the regular
certificate as a capital asset within the meaning of Internal Revenue Code
Section 1221, the regular certificateholder may elect under Internal Revenue
Code Section 171 to amortize the premium under the constant yield method. If
made, such an election will apply to all debt instruments having amortizable
bond premium that the holder owns or subsequently acquires. The OID regulations
also permit certificateholders to elect to include all interest, discount and
premium in income based on a constant yield method, further treating the
certificateholder as having made the election to amortize premium generally. The
1986 Act indicates a Congressional intent that the same rules that will apply to
the accrual of market discount on installment obligations will also apply to
amortizing bond premium under Internal Revenue Code Section 171 on installment
obligations such as the regular certificates, although it is unclear whether the
alternatives


                                       80



to the constant yield method described above under "--Market Discount" are
available. Amortizable bond premium will be treated as an offset to interest
income on a regular certificate rather than as a separate deduction item.

     For additional information, you should also review the section in this
prospectus titled "--Election to Treat All Interest Under the Constant Yield
Method" below regarding an alternative manner in which the Internal Revenue Code
Section 171 election may be deemed to be made.

     Election to Treat All Interest Under the Constant Yield Method. A holder of
a debt instrument such as a regular certificate may elect to treat all interest
that accrues on the instrument using the constant yield method, with none of the
interest being treated as qualified stated interest. For purposes of applying
the constant yield method to a debt instrument subject to such an election:

     o    interest includes stated interest, original issue discount, de minimis
          original issue discount, market discount and de minimis market
          discount, as adjusted by any amortizable bond premium or acquisition
          premium; and

     o    the debt instrument is treated as if the instrument were issued on the
          holder's acquisition date in the amount of the holder's adjusted basis
          immediately after acquisition.

     It is unclear whether, for this purpose, the initial prepayment assumption
would continue to apply or if a new prepayment assumption as of the date of the
holder's acquisition would apply. A holder generally may make an election on an
instrument by instrument basis or for a class or group of debt instruments.
However, if the holder makes such an election with respect to a debt instrument
with amortizable bond premium or with market discount, the holder is deemed to
have made elections to amortize bond premium or to report market discount income
currently as it accrues under the constant yield method, respectively, for all
debt instruments acquired by the holder in the same taxable year or thereafter.
The election is made on the holder's federal income tax return for the year in
which the debt instrument is acquired and is irrevocable except with the
approval of the Service. You should consult your own tax advisors regarding the
advisability of making such an election.

     Sale or Exchange of Regular Certificates. If a regular certificateholder
sells or exchanges a regular certificate, the regular certificateholder will
recognize gain or loss equal to the difference, if any, between the amount
realized and its adjusted basis in the regular certificate. The adjusted basis
of a regular certificate generally will equal the cost of the regular
certificate to the seller, increased by any original issue discount or market
discount previously included in the seller's gross income with respect to the
regular certificate and reduced by amounts included in the stated redemption
price at maturity of the regular certificate that were previously received by
the seller, by any amortized premium and by previously recognized losses.

     Except as described above with respect to market discount, and except as
provided in this paragraph, any gain or loss on the sale or exchange of a
regular certificate realized by an investor who holds the regular certificate as
a capital asset will be capital gain or loss and will be long-term or short-term
depending on whether the regular certificate has been held for the long-term
capital gain holding period, currently more than one year. The gain will be
treated as ordinary income in the following instances:

     o    if a regular certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the regular certificateholder's
          net investment in the conversion transaction at 120% of the
          appropriate applicable Federal rate under Internal Revenue Code
          Section 1274(d) in effect at the time the taxpayer entered into the
          transaction minus any amount previously treated as ordinary income
          with respect to any prior distribution of property that was held as a
          part of the transaction;

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary rates;
          or


                                       81



     o    to the extent that the gain does not exceed the excess, if any, of:

          o    the amount that would have been includible in the gross income of
               the holder if its yield on the regular certificate were 110% of
               the applicable Federal rate as of the date of purchase; over

          o    the amount of income actually includible in the gross income of
               the holder with respect to the regular certificate.

     In addition, gain or loss recognized from the sale of a regular certificate
by banks or thrift institutions will be treated as ordinary income or loss
pursuant to Internal Revenue Code Section 582(c). Capital gains of non-corporate
taxpayers are subject to a lower maximum tax rate than is the ordinary income of
those taxpayers. The maximum tax rate for corporations is the same with respect
to both ordinary income and capital gains.

     Holders that recognize a loss on a sale or exchange of a regular
certificate for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.

     Treatment of Losses. Holders of regular certificates will be required to
report income with respect to regular certificates on the accrual method of
accounting, without giving effect to delays or reductions in distributions
attributable to defaults or delinquencies on the mortgage loans allocable to a
particular class of regular certificates, except to the extent it can be
established that the losses are uncollectible. Accordingly, the holder of a
regular certificate may have income, or may incur a diminution in cash flow as a
result of a default or delinquency, but may not be able to take a deduction
(subject to the discussion below) for the corresponding loss until a subsequent
taxable year. In this regard, you are cautioned that while you may generally
cease to accrue interest income if it reasonably appears that the interest will
be uncollectible, the Service may take the position that original issue discount
must continue to be accrued in spite of its uncollectibility until the debt
instrument is disposed of in a taxable transaction or becomes worthless in
accordance with the bad debt rules of Internal Revenue Code Section 166. Under
Internal Revenue Code Section 166, it appears that holders of regular
certificates that are corporations or that otherwise hold the regular
certificates in connection with a trade or business should in general be allowed
to deduct as an ordinary loss any loss sustained during the taxable year on
account of any regular certificates becoming wholly or partially worthless. In
general, holders of regular certificates that are not corporations and do not
hold the regular certificates in connection with a trade or business will be
allowed to deduct as a short-term capital loss any loss with respect to
principal sustained during the taxable year on account of a portion of any class
or subclass of the regular certificates becoming wholly worthless. Although the
matter is not free from doubt, non-corporate holders of regular certificates
should be allowed a bad debt deduction at the time as the principal balance of
any class or subclass of the regular certificates is reduced to reflect losses
resulting from any liquidated mortgage loans. The Service, however, could take
the position that non-corporate holders will be allowed a bad debt deduction to
reflect those losses only after all mortgage loans remaining in the trust fund
have been liquidated or the class of regular certificates has been otherwise
retired. The Service could also assert that losses on the regular certificates
are deductible based on some other method that may defer the deductions for all
holders, such as reducing future cash flow for purposes of computing original
issue discount. This may have the effect of creating negative original issue
discount which would be deductible only against future positive original issue
discount or otherwise upon termination of the class. Holders of regular
certificates are urged to consult their own tax advisors regarding the
appropriate timing, amount and character of any loss sustained with respect to
the regular certificates. While losses attributable to interest previously
reported as income should be deductible as ordinary losses by both corporate and
non-corporate holders, the Service may take the position that losses
attributable to accrued original issue discount may only be deducted as
short-term capital losses by non-corporate holders not engaged in a trade or
business. Special loss rules are applicable to banks and thrift institutions,
including rules regarding reserves for bad debts. You are advised to consult
your tax advisors regarding the treatment of losses on regular certificates.

TAXATION OF RESIDUAL CERTIFICATES

     Taxation of REMIC Income. Generally, the daily portions of REMIC taxable
income or net loss will be includible as ordinary income or loss in determining
the federal taxable income of holders of residual certificates, and will not be
taxed separately to the REMIC pool. The daily portions of REMIC taxable income
or net loss of a


                                       82



residual certificateholder are determined by allocating the REMIC pool's taxable
income or net loss for each calendar quarter ratably to each day in the quarter
and by allocating the daily portion among the residual certificateholders in
proportion to their respective holdings of residual certificates in the REMIC
pool on the day. REMIC taxable income is generally determined in the same manner
as the taxable income of an individual using the accrual method of accounting,
except for the following:

     o    the limitations on deductibility of investment interest expense and
          expenses for the production of income do not apply;

     o    all bad loans will be deductible as business bad debts; and

     o    the limitation on the deductibility of interest and expenses related
          to tax-exempt income will apply.

     The REMIC pool's gross income includes interest, original issue discount
income and market discount income, if any, on the mortgage loans, reduced by
amortization of any premium on the mortgage loans, plus income from amortization
of issue premium, if any, on the regular certificates, plus income on
reinvestment of cash flows and reserve assets, plus any cancellation of
indebtedness income upon allocation of realized losses to the regular
certificates. The REMIC pool's deductions include interest and original issue
discount expense on the regular certificates, servicing fees on the mortgage
loans, other administrative expenses of the REMIC pool and realized losses on
the mortgage loans. The requirement that residual certificateholders report
their pro rata share of taxable income or net loss of the REMIC pool will
continue until there are no certificates of any class of the related series
outstanding.

     The taxable income recognized by a residual certificateholder in any
taxable year will be affected by, among other factors, the relationship between
the timing of recognition of interest and original issue discount or market
discount income or amortization of premium with respect to the mortgage loans,
on the one hand, and the timing of deductions for interest (including original
issue discount) on the regular certificates or income from amortization of issue
premium on the regular certificates, on the other hand. In the event that an
interest in the mortgage loans is acquired by the REMIC pool at a discount, and
one or more of the mortgage loans is prepaid, the residual certificateholder may
recognize taxable income without being entitled to receive a corresponding
amount of cash because the prepayment may be used in whole or in part to make
distributions in reduction of principal on the regular certificates and the
discount on the mortgage loans which is includible in income may exceed the
deduction allowed upon the distributions on those regular certificates on
account of any unaccrued original issue discount relating to those regular
certificates. When there is more than one class of regular certificates that
distribute principal sequentially, this mismatching of income and deductions is
particularly likely to occur in the early years following issuance of the
regular certificates when distributions in reduction of principal are being made
in respect of earlier classes of regular certificates to the extent that those
classes are not issued with substantial discount. If taxable income attributable
to the mismatching is realized, in general, losses would be allowed in later
years as distributions on the later classes of regular certificates are made.
Taxable income may also be greater in earlier years than in later years as a
result of the fact that interest expense deductions, expressed as a percentage
of the outstanding principal amount of the series of regular certificates, may
increase over time as distributions in reduction of principal are made on the
lower yielding classes of regular certificates, whereas to the extent that the
REMIC pool includes fixed rate mortgage loans, interest income with respect to
any given mortgage loan will remain constant over time as a percentage of the
outstanding principal amount of that loan. Consequently, residual
certificateholders must have sufficient other sources of cash to pay any
federal, state or local income taxes due as a result of the mismatching. In
general, unrelated deductions will not be available to offset some or all of
such "phantom" income, as discussed below under "--Limitations on Offset or
Exemption of REMIC Income." The timing of the mismatching of income and
deductions described in this paragraph, if present with respect to a series of
certificates, may have a significant adverse effect upon the residual
certificateholder's after-tax rate of return. In addition, a residual
certificateholder's taxable income during some periods may exceed the income
reflected by the residual certificateholder for the periods in accordance with
generally accepted accounting principles. You should consult your own
accountants concerning the accounting treatment of your investment in residual
certificates.

     Basis and Losses. The amount of any net loss of the REMIC pool that may be
taken into account by the residual certificateholder is limited to the adjusted
basis of the residual certificate as of the close of the quarter (or time of


                                       83



disposition of the residual certificate if earlier), determined without taking
into account the net loss for the quarter. The initial adjusted basis of a
purchaser of a residual certificate is the amount paid for that residual
certificate. The adjusted basis will be increased by the amount of taxable
income of the REMIC pool reportable by the residual certificateholder and will
be decreased, but not below zero, first, by a cash distribution from the REMIC
pool and, second, by the amount of loss of the REMIC pool reportable by the
residual certificateholder. Any loss that is disallowed on account of this
limitation may be carried over indefinitely with respect to the residual
certificateholder as to whom the loss was disallowed and may be used by the
residual certificateholder only to offset any income generated by the same REMIC
pool.

     A residual certificateholder will not be permitted to amortize directly the
cost of its residual certificate as an offset to its share of the taxable income
of the related REMIC pool. However, that taxable income will not include cash
received by the REMIC pool that represents a recovery of the REMIC pool's basis
in its assets. The recovery of basis by the REMIC pool will have the effect of
amortization of the issue price of the residual certificates over their life.
However, in view of the possible acceleration of the income of residual
certificateholders described above under "Taxation of REMIC Income", the period
of time over which the issue price is effectively amortized may be longer than
the economic life of the residual certificates.

     A residual certificate may have a negative value if the net present value
of anticipated tax liabilities exceeds the present value of anticipated cash
flows. The REMIC regulations appear to treat the issue price of a residual
interest as zero rather than the negative amount for purposes of determining the
REMIC pool's basis in its assets. Regulations have been issued addressing the
tax treatment of "inducement fees" received by transferees of noneconomic REMIC
residual interests. These regulations require inducement fees to be included in
income over a period reasonably related to the period in which the related REMIC
residual interest is expected to generate taxable income or net loss to its
holder. Under two safe harbor methods, inducement fees are permitted to be
included in income (a) in the same amounts and over the same period that the
taxpayer uses for financial reporting purposes, provided that such period is not
shorter than the period the REMIC is expected to generate taxable income, or (b)
ratably over the remaining anticipated weighted average life of all the regular
and residual interests issued by the REMIC, determined based on actual
distributions projected as remaining to be made on such interests under the
prepayment assumption. If a residual certificateholder sells or otherwise
disposes of its residual interest, any unrecognized portion of the inducement
fee generally is required to be taken into account at the time of the sale or
disposition. Prospective purchasers of REMIC residual certificates should
consult with their own tax advisors regarding the effect of these regulations.

     Further, to the extent that the initial adjusted basis of a residual
certificateholder (other than an original holder) in the residual certificate is
greater that the corresponding portion of the REMIC pool's basis in the mortgage
loans, the residual certificateholder will not recover a portion of the basis
until termination of the REMIC pool unless future Treasury regulations provide
for periodic adjustments to the REMIC income otherwise reportable by the holder.
The REMIC regulations currently in effect do not so provide.

     You should review the sections titled "--Treatment of Certain Items of
REMIC Income and Expense--Market Discount" below regarding the basis of mortgage
loans to the REMIC pool and "--Sale or Exchange of a Residual Certificate" below
regarding possible treatment of a loss upon termination of the REMIC pool as a
capital loss.

TREATMENT OF CERTAIN ITEMS OF REMIC INCOME AND EXPENSE

     Although we intend to compute REMIC income and expense in accordance with
the Internal Revenue Code and applicable regulations, the authorities regarding
the determination of specific items of income and expense are subject to
differing interpretations. We make no representation as to the specific method
that we will use for reporting income with respect to the mortgage loans and
expenses with respect to the regular certificates, and different methods could
result in different timing of reporting of taxable income or net loss to
residual certificateholders or differences in capital gain versus ordinary
income.

     Original Issue Discount and Premium. Generally, the REMIC pool's deductions
for original issue discount and income from amortization of issue premium will
be determined in the same manner as original issue discount income on regular
certificates as described above under "Taxation of Regular
Certificates--Original Issue Discount"


                                       84



and "--Variable Rate Regular Certificates," without regard to the de minimis
rule described therein, and "--Premium."

     Deferred Interest. Any Deferred Interest that accrues with respect to any
adjustable rate mortgage loans held by the REMIC pool will constitute income to
the REMIC pool and will be treated in a manner similar to the Deferred Interest
that accrues with respect to regular certificates as described above under
"Taxation of Regular Certificates--Deferred Interest."

     Market Discount. The REMIC pool will have market discount income in
respect of mortgage loans if, in general, the basis of the REMIC pool allocable
to the mortgage loans is exceeded by their unpaid principal balances. The REMIC
pool's basis in the mortgage loans is generally the fair market value of the
mortgage loans immediately after its transfer to the REMIC pool. The REMIC
regulations provide that the basis is equal in the aggregate to the issue prices
of all regular and residual interests in the REMIC pool, or its fair market
value at the Closing Date, in the case of a retained class. In respect of
mortgage loans that have market discount to which Internal Revenue Code Section
1276 applies, the accrued portion of the market discount would be recognized
currently as an item of ordinary income in a manner similar to original issue
discount, regardless of whether any payments of amounts included in the stated
redemption price are received. The computation of accrued market discount income
generally should be made in the manner described above under "Taxation of
Regular Certificates--Market Discount."

     Premium. Generally, if the basis of the REMIC pool in the mortgage loans
exceeds their unpaid principal balances, the REMIC pool will be considered to
have acquired the mortgage loans at a premium equal to the amount of the excess.
As stated above, the REMIC pool's basis in mortgage loans is the fair market
value of the mortgage loans, based on the aggregate of the issue prices, or the
fair market value of retained Classes, of the regular and residual interests in
the REMIC pool immediately after their transfer to the REMIC pool. In a manner
analogous to the discussion above under "Taxation of Regular
Certificates--Premium," a REMIC pool that holds a mortgage loan as a capital
asset under Internal Revenue Code Section 1221 may elect under Internal Revenue
Code Section 171 to amortize premium on whole mortgage loans or mortgage loans
underlying MBS that were originated after September 27, 1985 or MBS that are
REMIC regular interests under the constant yield method. Amortizable bond
premium will be treated as an offset to interest income on the mortgage loans,
rather than as a separate deduction item. To the extent that the mortgagors with
respect to the mortgage loans are individuals, Internal Revenue Code Section 171
will not be available for premium on mortgage loans (including underlying
mortgage loans) originated on or prior to September 27, 1985. The allocation of
the premium pro rata among principal payments should be considered a reasonable
method; however, the Service may argue that the premium should be allocated in a
different manner, such as allocating the premium entirely to the final payment
of principal.

LIMITATIONS ON OFFSET OR EXEMPTION OF REMIC INCOME

     A portion, and often all, of the REMIC taxable income includible in
determining the federal income tax liability of a residual certificateholder
will be subject to special treatment. That portion, referred to as the excess
inclusion, is equal to the excess of REMIC taxable income for the calendar
quarter allocable to a residual certificate over the daily accruals for the
quarterly period of:

     o    120% of the long-term applicable Federal rate that would have applied
          to the residual certificate, if it were a debt instrument, on the
          startup day under Internal Revenue Code Section 1274(d); multiplied by

     o    the adjusted issue price of the residual certificate at the beginning
          of the quarterly period.

For this purpose, the adjusted issue price of a residual certificate at the
beginning of a quarter is the issue price of the residual certificate, plus the
amount of the daily accruals of REMIC income described in this paragraph for all
prior quarters, decreased by any distributions made with respect to that
residual certificate prior to the beginning of the quarterly period.
Accordingly, the portion of the REMIC pool's taxable income that will be treated
as excess inclusions will be a larger portion of the income as the adjusted
issue price of the residual certificates diminishes and all such taxable income
will be so treated if the adjusted issue price of the residual certificates is
zero.


                                       85



     The portion of a residual certificateholder's REMIC taxable income
consisting of the excess inclusions generally may not be offset by other
deductions, including net operating loss carryforwards, on the residual
certificateholder's return. However, net operating loss carryforwards are
determined without regard to excess inclusion income. Further, if the residual
certificateholder is an organization subject to the tax on unrelated business
income imposed by Internal Revenue Code Section 511, the residual
certificateholder's excess inclusions will be treated as unrelated business
taxable income of that residual certificateholder for purposes of Internal
Revenue Code Section 511. In addition, REMIC taxable income is subject to 30%
withholding tax with respect to some persons who are not U.S. Persons, as
defined below under "--Tax-Related Restrictions on Transfer of Residual
Certificates--Foreign Investors", and its portion attributable to excess
inclusions is not eligible for any reduction in the rate of withholding tax, by
treaty or otherwise. See "--Taxation of Foreign Investors--Residual
Certificates" below. Finally, if a real estate investment trust or a regulated
investment company owns a residual certificate, a portion (allocated under
Treasury regulations yet to be issued) of dividends paid by the real estate
investment trust or a regulated investment company could not be offset by net
operating losses of its shareholders, would constitute unrelated business
taxable income for tax-exempt shareholders, and would be ineligible for
reduction of withholding to some persons who are not U.S. Persons.

     In addition, three rules determine the effect of excess inclusions on the
alternative minimum taxable income of a residual certificateholder. First,
alternative minimum taxable income for a residual certificateholder is
determined without regard to the special rule, discussed above, that taxable
income cannot be less than excess inclusions. Second, a residual
certificateholder's alternative minimum taxable income for a taxable year cannot
be less than the excess inclusions for the year. Third, the amount of any
alternative minimum tax net operating loss deduction must be computed without
regard to any excess inclusions. These rules have the effect of preventing
non-refundable tax credits reducing a taxpayer's income tax to an amount less
than the alternative minimum tax on excess inclusions.

TAX-RELATED RESTRICTIONS ON TRANSFER OF RESIDUAL CERTIFICATES

     Disqualified Organizations. If any legal or beneficial interest in a
residual certificate is transferred to a Disqualified Organization, a tax would
be imposed in an amount equal to the product of:

     o    the present value of the total anticipated excess inclusions with
          respect to the residual certificate for periods after the transfer;
          and

     o    the highest marginal federal income tax rate applicable to
          corporations.

The REMIC regulations provide that the anticipated excess inclusions are based
on actual prepayment experience to the date of the transfer and projected
payments based on the prepayment assumption. The present value rate equals the
applicable Federal rate under Internal Revenue Code Section 1274(d) as of the
date of the transfer for a term ending with the last calendar quarter in which
excess inclusions are expected to accrue. The tax generally would be imposed on
the transferor of the residual certificate, except that where the transfer is
through an agent (including a broker, nominee or other middleman) for a
Disqualified Organization, the tax would instead be imposed on the agent.
However, a transferor of a residual certificate would in no event be liable for
the tax with respect to a transfer if the transferee furnishes to the transferor
an affidavit that the transferee is not a Disqualified Organization and, as of
the time of the transfer, the transferor does not have actual knowledge that the
affidavit is false. The tax also may be waived by the Treasury Department if the
Disqualified Organization promptly disposes of the residual interest and the
transferor pays income tax at the highest corporate rate on the excess
inclusions for the period the residual certificate is actually held by the
Disqualified Organization.

      In addition, if a Pass-Through Entity has excess inclusion income with
respect to a residual certificate during a taxable year and a Disqualified
Organization is the record holder of an equity interest in the entity, then a
tax is imposed on the entity equal to the product of the amount of excess
inclusions on the residual certificate that are allocable to the interest in the
Pass-Through Entity during the period the interest is held by the Disqualified
Organization, and the highest marginal federal corporate income tax rate. The
tax would be deductible from the ordinary gross income of the Pass-Through
Entity for the taxable year. The Pass-Through Entity would not be liable for the
tax if it has received an affidavit from the record holder that it is not a
Disqualified Organization or stating


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the holder's taxpayer identification number and, during the period the person is
the record holder of the residual certificate, the Pass-Through Entity does not
have actual knowledge that the affidavit is false.

     If an electing large partnership holds a residual certificate, all
interests in the electing large partnership are treated as held by Disqualified
Organizations for purposes of the tax imposed on Pass-Through Entities described
in the preceding paragraph. This tax on electing large partnerships must be paid
even if each record holder of an interest in that partnership provides the
affidavit mentioned in the prior paragraph.

     The pooling and servicing agreement with respect to a series of
certificates will provide that no legal or beneficial interest in a residual
certificate may be transferred unless the following occurs:

     o    the proposed transferee provides to the transferor and the trustee an
          affidavit providing its taxpayer identification number and stating
          that the transferee is the beneficial owner of the residual
          certificate, is not a Disqualified Organization and is not purchasing
          the residual certificates on behalf of a Disqualified Organization
          (i.e., as a broker, nominee or middleman on its behalf); and

     o    the transferor provides a statement in writing to us and the trustee
          that it has no actual knowledge that the affidavit is false.

     Moreover, the pooling and servicing agreement will provide that any
attempted or purported transfer in violation of these transfer restrictions will
be null and void and will vest no rights in any purported transferee. Each
residual certificate with respect to a series will bear a legend referring to
the restrictions on transfer, and each residual certificateholder will be deemed
to have agreed, as a condition of ownership, to any amendments to the related
pooling and servicing agreement required under the Internal Revenue Code or
applicable Treasury regulations to effectuate the foregoing restrictions.
Information necessary to compute an applicable excise tax must be furnished to
the Service and to the requesting party within 60 days of the request, and we or
the trustee may charge a fee for computing and providing the information.

     Noneconomic Residual Interests. The REMIC regulations would disregard some
transfers of residual certificates, in which case the transferor would continue
to be treated as the owner of the residual certificates and thus would continue
to be subject to tax on its allocable portion of the net income of the REMIC
pool. Under the REMIC regulations, a transfer of a noneconomic residual
interest, as defined below, to a residual certificateholder, other than a
residual certificateholder who is not a U.S. Person, is disregarded for all
federal income tax purposes if a significant purpose of the transferor is to
impede the assessment or collection of tax. A residual interest in a REMIC,
including a residual interest with a positive value at issuance, is a
noneconomic residual interest unless, at the time of the transfer:

     o    the present value of the expected future distributions on the residual
          interest at least equals the product of the present value of the
          anticipated excess inclusions and the highest corporate income tax
          rate in effect for the year in which the transfer occurs; and

     o    the transferor reasonably expects that the transferee will receive
          distributions from the REMIC at or after the time at which taxes
          accrue on the anticipated excess inclusions in an amount sufficient to
          satisfy the accrued taxes.

The anticipated excess inclusions and the present value rate are determined in
the same manner as set forth above under "--Disqualified Organizations." The
REMIC regulations explain that a significant purpose to impede the assessment or
collection of tax exists if the transferor, at the time of the transfer, either
knew or should have known that the transferee would be unwilling or unable to
pay taxes due on its share of the taxable income of the REMIC. A safe harbor is
provided if:

     o    the transferor conducted, at the time of the transfer, a reasonable
          investigation of the financial condition of the transferee and found
          that the transferee historically had paid its debts as they came due
          and found no significant evidence to indicate that the transferee
          would not continue to pay its debts as they came due in the future;


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     o    the transferee represents to the transferor that it understands that,
          as the holder of the noneconomic residual interest, the transferee may
          incur tax liabilities in excess of cash flows generated by the
          interest and that the transferee intends to pay taxes associated with
          holding the residual interest as they become due; and

     o    the transferee represents that it will not cause the income with
          respect to the residual interest to be attributable to a foreign
          permanent establishment or fixed base, within the meaning of an
          applicable income tax treaty, of a transferee or of any other United
          States Person.

The pooling and servicing agreement with respect to each series of certificates
will require the transferee of a residual certificate to certify to the matters
in the preceding sentence as part of the affidavit described above under the
heading "--Disqualified Organizations." The transferor must have no actual
knowledge or reason to know that the statements are false.

     In addition to the three conditions set forth above for the transferor of a
noneconomic residual interest to be presumed not to have knowledge that the
transferee would be unwilling or unable to pay taxes due on its share of the
taxable income of the REMIC, a fourth requirement must be satisfied in one of
two alternative ways. The first way such fourth requirement may be satisfied is
that the present value of the anticipated tax liabilities associated with
holding the noneconomic residual interest not exceed the sum of:

     o    the present value of any consideration given to the transferee to
          acquire the interest;

     o    the present value of the expected future distributions on the
          interest; and

     o    the present value of the anticipated tax savings associated with
          holding the interest as the REMIC generates losses.

For purposes of the computations under this alternative, the transferee is
assumed to pay tax at the highest corporate tax rate (currently 35%) or, in
certain circumstances, the alternative minimum tax rate. Further, present values
generally are computed using a discount rate equal to the short-term Federal
rate set forth in Internal Revenue Code Section 1274(d) at the time of the
transfer and the compounding method of the transferee.

The second way such fourth requirement may be satisfied is:

     o    the transferee must be a domestic "C" corporation (other than a
          corporation exempt from taxation or a regulated investment company or
          real estate investment trust) that meets certain gross and net asset
          tests (generally, $100 million of gross assets and $10 million of net
          assets for the current year and the two preceding fiscal years,
          excluding certain related party obligations);

     o    the transferee must agree in writing that it will transfer the
          residual interest only to a subsequent transferee that is an eligible
          corporation and meets the requirements for this safe harbor transfer;
          and

     o    the facts and circumstances known to the transferor on or before the
          date of the transfer must not reasonably indicate that the taxes
          associated with ownership of the residual interest will not be paid by
          the transferee.

     Foreign Investors. The REMIC regulations provide that the transfer of a
residual certificate that has tax avoidance potential to a foreign person will
be disregarded for all federal tax purposes. This rule appears intended to apply
to a transferee who is not a U.S. Person, unless the transferee's income is
effectively connected with the conduct of a trade or business within the United
States. A residual certificate is deemed to have tax avoidance potential unless,
at the time of the transfer:

     o    the future value of expected distributions equals at least 30% of the
          anticipated excess inclusions after the transfer; and


                                       88



     o    the transferor reasonably expects that the transferee will receive
          sufficient distributions from the REMIC pool at or after the time at
          which the excess inclusions accrue and prior to the end of the next
          succeeding taxable year for the accumulated withholding tax liability
          to be paid.

If the non-U.S. Person transfers the residual certificate back to a U.S. Person,
the transfer will be disregarded and the foreign transferor will continue to be
treated as the owner unless arrangements are made so that the transfer does not
have the effect of allowing the transferor to avoid tax on accrued excess
inclusions.

     The prospectus supplement relating to a series of certificates may provide
that a residual certificate may not be purchased by or transferred to any person
that is not a U.S. Person or may describe the circumstances and restrictions
pursuant to which the transfer may be made.

SALE OR EXCHANGE OF A RESIDUAL CERTIFICATE

     Upon the sale or exchange of a residual certificate, the residual
certificateholder will recognize gain or loss equal to the excess, if any, of
the amount realized over the adjusted basis, as described above under "Taxation
of Residual Certificates--Basis and Losses," of the residual certificateholder
in the residual certificate at the time of the sale or exchange. In addition to
reporting the taxable income of the REMIC pool, a residual certificateholder
will have taxable income to the extent that any cash distribution to it from the
REMIC pool exceeds the adjusted basis on that distribution date. The income will
be treated as gain from the sale or exchange of the residual certificate. It is
possible that the termination of the REMIC pool may be treated as a sale or
exchange of a residual certificateholder's residual certificate, in which case,
if the residual certificateholder has an adjusted basis in the residual
certificateholder's residual certificate remaining when its interest in the
REMIC pool terminates, and if the residual certificateholder holds the residual
certificate as a capital asset under Internal Revenue Code Section 1221, then
the residual certificateholder will recognize a capital loss at that time in the
amount of the remaining adjusted basis.

     Any gain on the sale of a residual certificate will be treated as ordinary
income if one or both of the following conditions are met:

     o    if a residual certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the residual
          certificateholder's net investment in the conversion transaction at
          120% of the appropriate applicable Federal rate in effect at the time
          the taxpayer entered into the transaction minus any amount previously
          treated as ordinary income with respect to any prior disposition of
          property that was held as a part of the transaction; or

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary income
          rates.

In addition, gain or loss recognized from the sale of a residual certificate by
banks or thrift institutions will be treated as ordinary income or loss pursuant
to Internal Revenue Code Section 582(c).

     The Conference Committee Report to the 1986 Act provides that, except as
provided in Treasury regulations yet to be issued, the wash sale rules of
Internal Revenue Code Section 1091 will apply to dispositions of residual
certificates where the seller of the residual certificate, during the period
beginning six months before the sale or disposition of the residual certificate
and ending six months after the sale or disposition, acquires (or enters into
any other transaction that results in the application of Section 1091) any
residual interest in any REMIC or any interest in a taxable mortgage pool (such
as a non-REMIC owner trust) that is economically comparable to a residual
certificate.


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MARK-TO-MARKET REGULATIONS

     Regulations under Internal Revenue Code Section 475, relating to the
requirement that a securities dealer mark-to-market securities held for sale to
customers, provide that, for purposes of the mark-to-market requirement, a
residual certificate is not treated as a security and thus may not be
marked-to-market.

TAXES THAT MAY BE IMPOSED ON THE REMIC POOL

     Prohibited Transactions. Income from some transactions by the REMIC pool,
called prohibited transactions, will not be part of the calculation of income or
loss includible in the federal income tax returns of residual
certificateholders, but rather will be taxed directly to the REMIC pool at a
100% rate. Prohibited transactions generally include:

     1.   the disposition of a qualified mortgage other than pursuant to:

          o    a substitution within two years of the startup day for a
               defective (including a defaulted) obligation (or repurchase in
               lieu of substitution of a defective (including a defaulted)
               obligation at any time) or for any qualified mortgage within
               three months of the startup day;

          o    foreclosure, default or imminent default of a qualified mortgage;

          o    bankruptcy or insolvency of the REMIC pool; or

          o    qualified (complete) liquidation;

     2.   the receipt of income from assets that are not the type of mortgages
          or investments that the REMIC pool is permitted to hold;

     3.   the receipt of compensation for services; or

     4.   the receipt of gain from disposition of cash flow investments other
          than pursuant to a qualified liquidation.

     Notwithstanding (1) and (4), it is not a prohibited transaction to sell
REMIC pool property to prevent a default on regular certificates as a result of
a default on qualified mortgages or to facilitate a clean-up call (generally, an
optional termination to save administrative costs when no more than a small
percentage of the certificates is outstanding). The REMIC regulations indicate
that the modification of a mortgage loan generally will not be treated as a
disposition if it is occasioned by a default or reasonably foreseeable default,
an assumption of the mortgage loan, the waiver of a due-on-sale or
due-on-encumbrance clause or the conversion of an interest rate by a mortgagor
pursuant to the terms of a convertible adjustable rate mortgage loan.

     Contributions to the REMIC Pool After the Startup Day. In general, the
REMIC pool will be subject to a tax at a 100% rate on the value of any property
contributed to the REMIC pool after the startup day. Exceptions are provided for
cash contributions to the REMIC pool made under the following circumstances:

     o    during the three months following the startup day;

     o    if made to a qualified reserve fund by a residual certificateholder;

     o    if in the nature of a guarantee;

     o    if made to facilitate a qualified liquidation or clean-up call; and

     o    if as otherwise permitted in Treasury regulations yet to be issued.


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     Net Income from Foreclosure Property. The REMIC pool will be subject to
federal income tax at the highest corporate rate on net income from foreclosure
property, determined by reference to the rules applicable to real estate
investment trusts. Generally, property acquired by deed in lieu of foreclosure
would be treated as foreclosure property until the close of the third calendar
year following the year of acquisition, with possible extensions of up to an
additional three years. Net income from foreclosure property generally means
gain from the sale of a foreclosure property that is inventory property and
gross income from foreclosure property other than qualifying rents and other
qualifying income for a real estate investment trust.

     It is not anticipated that the REMIC pool will receive income or gain
subject to prohibited transactions taxes or contributions subject to tax. As
described in "Description of the Pooling and Servicing Agreements -- Realization
upon Defaulted Mortgage Loans" with respect to net income from foreclosure
property from a property that secured a mortgage loan, in some circumstances
income from such a property may be subject to taxation when it is held by the
REMIC pool.

     Liquidation of the REMIC Pool. If a REMIC pool adopts a plan of complete
liquidation, within the meaning of Internal Revenue Code Section
860F(a)(4)(A)(i), which may be accomplished by designating in the REMIC pool's
final tax return a date on which the adoption is deemed to occur, and sells all
of its assets, other than cash, within a 90-day period beginning on the date of
the adoption of the plan of liquidation, the REMIC pool will not be subject to
the prohibited transaction rules on the sale of its assets, provided that the
REMIC pool credits or distributes in liquidation all of the sale proceeds plus
its cash, other than amounts retained to meet claims, to holders of regular
certificates and residual certificateholders within the 90-day period.

     Administrative Matters. The REMIC pool will be required to maintain its
books on a calendar year basis and to file federal income tax returns for
federal income tax purposes in a manner similar to a partnership. The form for
the income tax return is Form 1066, U.S. Real Estate Mortgage Investment Conduit
(REMIC) Income Tax Return. The trustee will be required to sign the REMIC pool's
returns. Treasury regulations provide that, except where there is a single
residual certificateholder for an entire taxable year, the REMIC pool will be
subject to the procedural and administrative rules of the Internal Revenue Code
applicable to partnerships, including the determination by the Service of any
adjustments to, among other things, items of REMIC income, gain, loss, deduction
or credit in a unified administrative proceeding. The residual certificateholder
owning the largest percentage interest in the residual certificates will be
obligated to act as tax matters person, as defined in the applicable Treasury
regulations, with respect to the REMIC pool. Each residual certificateholder
will be deemed, by acceptance of the residual certificates, to have agreed to:

     o    the appointment of the tax matters person as provided in the preceding
          sentence; and

     o    the irrevocable designation of the servicer as agent for performing
          the functions of the tax matters person.

LIMITATIONS ON DEDUCTION OF SOME EXPENSES

     An investor who is an individual, estate or trust will be subject to
limitation with respect to some itemized deductions described in Internal
Revenue Code Section 67, to the extent that the itemized deductions, in the
aggregate, do not exceed 2% of the investor's adjusted gross income. In
addition, Internal Revenue Code Section 68 provides that itemized deductions
otherwise allowable for a taxable year of an individual taxpayer will be
reduced.

     In the case of a REMIC pool, the deductions may include deductions under
Internal Revenue Code Section 212 for the servicing fee and all administrative
and other expenses relating to the REMIC pool, or any similar expenses allocated
to the REMIC pool with respect to a regular interest it holds in another REMIC.
Investors who hold REMIC certificates either directly or indirectly through
pass-through entities may have their pro rata share of the expenses allocated to
them as additional gross income, but may be subject to the limitation on
deductions. In addition, those expenses are not deductible at all for purposes
of computing the alternative minimum tax, and may cause investors to be subject
to significant additional tax liability. Temporary Treasury regulations provide
that the additional gross income and corresponding amount of expenses generally
are to be allocated entirely to the holders of residual certificates in the case
of a REMIC pool that would not qualify as a fixed investment trust in the
absence of a REMIC election. However, the additional gross income and limitation
on deductions will apply to the allocable


                                       91



portion of the expenses to holders of regular certificates, as well as holders
of residual certificates, where regular certificates are issued in a manner that
is similar to pass-through certificates in a fixed investment trust. In general,
the allocable portion will be determined based on the ratio that a REMIC
certificateholder's income, determined on a daily basis, bears to the income of
all holders of regular certificates and residual certificates with respect to a
REMIC pool. As a result, individuals, estates or trusts holding REMIC
certificates, either directly or indirectly through a grantor trust,
partnership, S corporation, REMIC, or other pass-through entities described in
the foregoing temporary Treasury regulations, may have taxable income in excess
of the interest income at the pass-through rate on regular certificates that are
issued in a single Class or otherwise consistently with fixed investment trust
status or in excess of cash distributions for the related period on residual
certificates. Unless otherwise indicated in the applicable prospectus
supplement, all the expenses will be allocable to the residual certificates.

TAXATION OF FOREIGN INVESTORS

     A regular certificateholder that is not a "United States Person" (as
defined below) and is not subject to federal income tax as a result of any
direct or indirect connection to the United States in addition to its ownership
of a regular certificate will not, unless otherwise disclosed in the related
prospectus supplement, be subject to United States federal income or withholding
tax in respect of a distribution on a regular certificate, provided that the
holder complies to the extent necessary with identification requirements,
including delivery of a statement, signed by the certificateholder under
penalties of perjury, certifying that such certificateholder is not a United
States Person and providing the name and address of such certificateholder. For
these purposes, "United States Person" means a citizen or resident of the United
States, a corporation or partnership (except as may be provided in Treasury
regulations) created or organized in, or under the laws of, the United States,
any State or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes, an estate whose
income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary
supervision over the administration of the trust and one or more United States
Persons have the authority to control all substantial decisions of the trust. It
is possible that the IRS may assert that the foregoing tax exemption should not
apply with respect to a regular certificate held by a residual certificateholder
that owns directly or indirectly a 10% or greater interest in the REMIC residual
certificates. If the holder does not qualify for exemption, distributions of
interest, including distributions in respect of accrued original issue discount,
to such holder may be subject to a tax rate of 30%, subject to reduction under
any applicable tax treaty.

     In addition, the foregoing rules will not apply to exempt a United States
shareholder of a controlled foreign corporation from taxation on such United
States shareholder's allocable portion of the interest income received by such
controlled foreign corporation. It is possible, under regulations promulgated
under Section 881 of the Internal Revenue Code concerning conduit financing
transactions, that the exemption from withholding taxes described above may not
be available to a holder who is not a United States Person and owns 10% or more
of one or more underlying mortgagors or, if the holder is a controlled foreign
corporation, it is related to one or more underlying mortgagors.

     Further, it appears that a regular certificate would not be included in the
estate of a non-resident alien individual and would not be subject to United
States estate taxes. However, certificateholders who are non-resident alien
individuals should consult their tax advisors concerning this question.

     The Treasury Department issued regulations which prescribe new
certification requirements to establish exemptions from withholding, backup
withholding and information reporting rules. The regulations are generally
effective for distributions made after December 31, 2000. Prospective investors
are urged to consult their own tax advisors regarding the regulations.

     Unless otherwise stated in the related prospectus supplement, transfers of
residual certificates to investors that:

     o    are not United States Persons; or


                                       92



     o    are United States Persons and classified as partnerships under the
          Internal Revenue Code, if any of their beneficial owners are not
          United States Persons,

will be prohibited under the related pooling and servicing agreement.

     Backup Withholding. Distributions made on the regular certificates, and
proceeds from the sale of the regular certificates to or through some brokers,
may be subject to a backup withholding tax under Internal Revenue Code Section
3406 at a rate of 28% (increasing to 31% after 2010) on reportable payments
(including interest distributions, original issue discount, and, under some
circumstances, principal distributions) unless the regular certificateholder
complies with some reporting and/or certification procedures, including the
provision of its taxpayer identification number to the trustee, its agent or the
broker who effected the sale of the regular certificate, or the
certificateholder is otherwise an exempt recipient under applicable provisions
of the Internal Revenue Code. Any amounts to be withheld from distribution on
the regular certificates would be refunded by the Service or allowed as a credit
against the regular certificateholder's federal income tax liability.

     Reporting Requirements. Reports of accrued interest, original issue
discount and information necessary to compute the accrual of any market discount
on the regular certificates will be made annually to the Service and to
individuals, estates, non-exempt and non-charitable trusts, and partnerships who
are either holders of record of regular certificates or beneficial owners who
own regular certificates through a broker or middleman as nominee. All brokers,
nominees and all other non-exempt holders of record of regular certificates
(including corporations, non-calendar year taxpayers, securities or commodities
dealers, real estate investment trusts, investment companies, common trust
funds, thrift institutions and charitable trusts) may request the information
for any calendar quarter by telephone or in writing by contacting the person
designated in Service Publication 938 with respect to a particular series of
regular certificates. Holders through nominees must request information from the
nominee.

     The Service's Form 1066 has an accompanying Schedule Q, Quarterly Notice to
Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation.
Treasury regulations require that Schedule Q be furnished by the REMIC pool to
each residual certificateholder by the end of the month following the close of
each calendar quarter, 41 days after the end of a quarter under proposed
Treasury regulations, in which the REMIC pool is in existence.

     Treasury regulations require that, in addition to the foregoing
requirements, information must be furnished quarterly to residual
certificateholders, furnished annually, if applicable, to holders of regular
certificates, and filed annually with the Service concerning Internal Revenue
Code Section 67 expenses (see "Limitations on Deduction of Some Expenses" above)
allocable to the holders. Furthermore, under the regulations, information must
be furnished quarterly to residual certificateholders, furnished annually to
holders of regular certificates, and filed annually with the Service concerning
the percentage of the REMIC pool's assets meeting the qualified asset tests
described above under "--Federal Income Tax Consequences for REMIC
Certificates--Qualification as a REMIC."

      FEDERAL INCOME TAX CONSEQUENCES FOR CERTIFICATES AS TO WHICH NO REMIC
                                ELECTION IS MADE

STANDARD CERTIFICATES

     General. In the event that no election is made to treat a trust fund or a
segregated pool of assets therein with respect to a series of certificates that
are not designated as stripped certificates, or as a REMIC, the trust fund will
be classified as a grantor trust under subpart E, Part 1 of subchapter J of the
Internal Revenue Code and not as a partnership, an association taxable as a
corporation or a taxable mortgage pool within the meaning of Internal Revenue
Code Section 7701(i). Where there is no fixed retained yield with respect to the
mortgage loans underlying the standard certificates, the holder of each standard
certificate in the series will be treated as the owner of a pro rata undivided
interest in the ordinary income and corpus portions of the trust fund
represented by its standard certificate and will be considered the beneficial
owner of a pro rata undivided interest in each of the mortgage loans, subject to
the discussion below under "--Premium and Discount--Recharacterization of
Servicing Fees." Accordingly, the holder of a standard certificate of a
particular series will be required to report on its federal income tax return
its pro rata share of the entire income from the mortgage loans represented by
its standard certificate, including interest at the coupon rate on the mortgage
loans, original issue discount, if any, prepayment fees, assumption fees, and
late payment charges received by the servicer, in accordance with the standard
certificateholder's method of accounting.


                                       93



A standard certificateholder generally will be able to deduct its share of the
servicing fee and all administrative and other expenses of the trust fund in
accordance with its method of accounting, provided that the amounts are
reasonable compensation for services rendered to that trust fund. However,
investors who are individuals, estates or trusts who own standard certificates,
either directly or indirectly through some pass-through entities, will be
subject to limitation with respect to some itemized deductions described in
Internal Revenue Code Section 67, including deductions under Internal Revenue
Code Section 212 for the servicing fee and all the administrative and other
expenses of the trust fund, to the extent that the deductions, in the aggregate,
do not exceed two percent of an investor's adjusted gross income. In addition,
Internal Revenue Code Section 68 provides that itemized deductions otherwise
allowable for a taxable year of an individual taxpayer will be reduced. As a
result, investors holding standard certificates, directly or indirectly through
a pass-through entity, may have aggregate taxable income in excess of the
aggregate amount of cash received on the standard certificates with respect to
interest at the pass-through rate on the standard certificates. In addition, the
expenses are not deductible at all for purposes of computing the alternative
minimum tax, and may cause the investors to be subject to significant additional
tax liability. Moreover, where there is fixed retained yield with respect to the
mortgage loans underlying a series of standard certificates or where the
servicing fee is in excess of reasonable servicing compensation, the transaction
will be subject to the application of the stripped bond and stripped coupon
rules of the Internal Revenue Code, as described below under "Stripped
Certificates" and "--Premium and Discount--Recharacterization of Servicing
Fees," respectively.

     Tax Status.

     Standard certificates will have the following status for federal income tax
     purposes:

     1.   A standard certificate owned by a domestic building and loan
          association within the meaning of Internal Revenue Code Section
          7701(a)(19) will be considered to represent "loans . . . secured by an
          interest in real property which is . . . residential real property"
          within the meaning of Internal Revenue Code Section 7701(a)(19)(C)(v),
          provided that the real property securing the mortgage loans
          represented by that standard certificate is of the type described in
          the section of the Internal Revenue Code.

     2.   A standard certificate owned by a real estate investment trust will be
          considered to represent real estate assets within the meaning of
          Internal Revenue Code Section 856(c)(5)(B) to the extent that the
          assets of the related trust fund consist of qualified assets, and
          interest income on the assets will be considered interest on
          obligations secured by mortgages on real property to the extent within
          the meaning of Internal Revenue Code Section 856(c)(3)(B).

     3.   A standard certificate owned by a REMIC will be considered to
          represent an "obligation . . . which is principally secured by an
          interest in real property" within the meaning of Internal Revenue Code
          Section 860G(a)(3)(A) to the extent that the assets of the related
          trust fund consist of qualified mortgages within the meaning of
          Internal Revenue Code Section 860G(a)(3).

     Premium and Discount

     Standard certificateholders are advised to consult with their tax advisors
as to the federal income tax treatment of premium and discount arising either
upon initial acquisition of standard certificates or thereafter.

     Premium. The treatment of premium incurred upon the purchase of a standard
certificate will be determined generally as described above under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Residual
Certificates--Treatment of Certain Items of REMIC Income and Expense--Premium."

     Original Issue Discount. The original issue discount rules will be
applicable to a standard certificateholder's interest in those mortgage loans as
to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate mortgagors, other than individuals, originated after July 1, 1982,
and mortgages of individuals originated after March 2, 1984. Under the OID
regulations, the original issue discount could arise by the charging of points
by the originator of the mortgages in an amount greater than a statutory de


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minimis exception, including a payment of points currently deductible by the
borrower under applicable Internal Revenue Code provisions or, under some
circumstances, by the presence of teaser rates on the mortgage loans.

     Original issue discount must generally be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest, in advance of the cash attributable to the income.
Unless indicated otherwise in the applicable prospectus supplement, no
prepayment assumption will be assumed for purposes of the accrual. However,
Internal Revenue Code Section 1272 provides for a reduction in the amount of
original issue discount includible in the income of a holder of an obligation
that acquires the obligation after its initial issuance at a price greater than
the sum of the original issue price and the previously accrued original issue
discount, less prior payments of principal. Accordingly, if the mortgage loans
acquired by a standard certificateholder are purchased at a price equal to the
then unpaid principal amount of the mortgage loans, no original issue discount
attributable to the difference between the issue price and the original
principal amount of the mortgage loans (i.e., points) will be includible by the
holder.

     Market Discount. Standard certificateholders also will be subject to the
market discount rules to the extent that the conditions for application of those
sections are met. Market discount on the mortgage loans will be determined and
will be generally reported as ordinary income generally in the manner described
above under "--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Market Discount," except that it is unclear whether a
prepayment assumption would apply. Rather, the holder will accrue market
discount pro rata over the life of the mortgage loans, unless the constant yield
method is elected. Unless indicated otherwise in the applicable prospectus
supplement, no prepayment assumption will be assumed for purposes of the
accrual.

     Recharacterization of Servicing Fees. If the servicing fee paid to the
servicer were deemed to exceed reasonable servicing compensation, the amount of
the excess would represent neither income nor a deduction to certificateholders.
In this regard, there are no authoritative guidelines for federal income tax
purposes as to either the maximum amount of servicing compensation that may be
considered reasonable in the context of this or similar transactions or whether,
in the case of the standard certificate, the reasonableness of servicing
compensation should be determined on a weighted average or loan-by-loan basis.
If a loan-by-loan basis is appropriate, the likelihood that the amount would
exceed reasonable servicing compensation as to some of the mortgage loans would
be increased. Service guidance indicates that a servicing fee in excess of
reasonable compensation, known as excess servicing, will cause the mortgage
loans to be treated under the stripped bond rules. The guidance provides safe
harbors for servicing deemed to be reasonable and requires taxpayers to
demonstrate that the value of servicing fees in excess of the amounts is not
greater than the value of the services provided.

     Accordingly, if the Service's approach is upheld, a servicer who receives a
servicing fee in excess of the amounts would be viewed as retaining an ownership
interest in a portion of the interest payments on the mortgage loans. Under the
rules of Internal Revenue Code Section 1286, the separation of ownership of the
right to receive some or all of the interest payments on an obligation from the
right to receive some or all of the principal payments on the obligation would
result in treatment of the mortgage loans as stripped coupons and stripped
bonds. Subject to the de minimis rule discussed below under "--Stripped
Certificates," each stripped bond or stripped coupon could be considered for
this purpose as a non-interest bearing obligation issued on the date of issue of
the standard certificates, and the original issue discount rules of the Internal
Revenue Code would apply to its holder. While standard certificateholders would
still be treated as owners of beneficial interests in a grantor trust for
federal income tax purposes, the corpus of the trust could be viewed as
excluding the portion of the mortgage loans the ownership of which is attributed
to the servicer, or as including the portion as a second class of equitable
interest. Applicable Treasury regulations treat such an arrangement as a fixed
investment trust, since the multiple classes of trust interests should be
treated as merely facilitating direct investments in the trust assets and the
existence of multiple classes of ownership interests is incidental to that
purpose. In general, the recharacterization should not have any significant
effect upon the timing or amount of income reported by a standard
certificateholder, except that the income reported by a cash method holder may
be slightly accelerated.

     You should also review "--Stripped Certificates" below for a further
description of the federal income tax treatment of stripped bonds and stripped
coupons.

     Sale or Exchange of Standard Certificates. Upon sale or exchange of a
standard certificate, a standard certificateholder will recognize gain or loss
equal to the difference between the amount realized on the sale and its


                                       95



aggregate adjusted basis in the mortgage loans and the other assets represented
by the standard certificate. In general, the aggregate adjusted basis will equal
the standard certificateholder's cost for the standard certificate, increased by
the amount of any income previously reported with respect to the standard
certificate and decreased by the amount of any losses previously reported with
respect to the standard certificate and the amount of any distributions received
thereon. Except as provided above with respect to market discount on any
mortgage loans, and except for some financial institutions subject to the
provisions of Internal Revenue Code Section 582(c), any related gain or loss
would be capital gain or loss if the standard certificate was held as a capital
asset. However, gain on the sale of a standard certificate will be treated as
ordinary income:

     o    if a standard certificate is held as part of a conversion transaction
          as defined in Internal Revenue Code Section 1258(c), up to the amount
          of interest that would have accrued on the standard
          certificateholder's net investment in the conversion transaction at
          120% of the appropriate applicable federal rate in effect at the time
          the taxpayer entered into the transaction minus any amount previously
          treated as ordinary income with respect to any prior disposition of
          property that was held as a part of the transaction; or

     o    in the case of a non-corporate taxpayer, to the extent the taxpayer
          has made an election under Internal Revenue Code Section 163(d)(4) to
          have net capital gains taxed as investment income at ordinary income
          rates.

     Capital gains of non-corporate taxpayers are subject to a lower maximum tax
rate than ordinary income of those taxpayers. The maximum tax rate for
corporations is the same with respect to both ordinary income and capital gains.

     Holders that recognize a loss on a sale or exchange of a standard
certificate for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.

STRIPPED CERTIFICATES

     General. Pursuant to Internal Revenue Code Section 1286, the separation of
ownership of the right to receive some or all of the principal payments on an
obligation from ownership of the right to receive some or all of the interest
payments results in the creation of stripped bonds with respect to principal
payments and stripped coupons with respect to interest payments. For purposes of
this discussion, certificates that are subject to those rules will be referred
to as stripped certificates. Stripped certificates include stripped interest
certificates and stripped principal certificates as to which no REMIC election
is made.

     The certificates will be subject to those rules if the following occur:

     o    we retain, for our own account or for purposes of resale, in the form
          of fixed retained yield or otherwise, an ownership interest in a
          portion of the payments on the mortgage loans;

     o    the servicer is treated as having an ownership interest in the
          mortgage loans to the extent it is paid, or retains, servicing
          compensation in an amount greater than reasonable consideration for
          servicing the mortgage loans (see "--Standard
          Certificates--Recharacterization of Servicing Fees" above); and

     o    certificates are issued in two or more classes or subclasses
          representing the right to non-pro rata percentages of the interest and
          principal payments on the mortgage loans.

     In general, a holder of a stripped certificate will be considered to own
stripped bonds with respect to its pro rata share of all or a portion of the
principal payments on each mortgage loan and/or stripped coupons with respect to
its pro rata share of all or a portion of the interest payments on each mortgage
loan, including the stripped certificate's allocable share of the servicing fees
paid to the servicer, to the extent that the fees represent reasonable
compensation for services rendered. See discussion above under "--Standard
Certificates--Recharacterization of Servicing Fees." Although not free from
doubt, for purposes of reporting to stripped certificateholders, the servicing
fees will be allocated to the stripped certificates in proportion to the
respective entitlements to distributions of each


                                       96



class or subclass of stripped certificates for the related period or periods.
The holder of a stripped certificate generally will be entitled to a deduction
each year in respect of the servicing fees, as described above under "--Standard
Certificates--General," subject to the limitation described therein.

     Internal Revenue Code Section 1286 treats a stripped bond or a stripped
coupon as an obligation issued at an original issue discount on the date that
the stripped interest is purchased. Although the treatment of stripped
certificates for federal income tax purposes is not clear in some respects at
this time, particularly where the stripped certificates are issued with respect
to a mortgage pool containing variable-rate mortgage loans, in the opinion of
Cadwalader, Wickersham & Taft LLP, our counsel that the trust fund will be
treated as a grantor trust under subpart E, Part 1 of subchapter J of the
Internal Revenue Code and not as an association taxable as a corporation or a
taxable mortgage pool within the meaning of Internal Revenue Code Section
7701(i).

     Each stripped certificate should be treated as a single installment
obligation for purposes of calculating original issue discount and gain or loss
on disposition. This treatment is based on the interrelationship of Internal
Revenue Code Section 1286, Internal Revenue Code Sections 1272 through 1275, and
the OID regulations. While under Internal Revenue Code Section 1286 computations
with respect to stripped certificates arguably should be made in one of the ways
described below under "--Taxation of Stripped Certificates--Possible Alternative
Characterizations," the OID regulations state, in general, that two or more debt
instruments issued by a single issuer to a single investor in a single
transaction should be treated as a single debt instrument for original issue
discount purposes. The pooling and servicing agreement requires that the trustee
make and report all computations described below using this aggregate approach,
unless substantial legal authority requires otherwise.

     Furthermore, Treasury regulations assume that a stripped certificate will
be treated as a single debt instrument issued on the date it is purchased for
purposes of calculating any original issue discount and that the interest
component of the stripped certificate would be treated as qualified stated
interest under the OID regulations. Further pursuant to these final regulations
the purchaser of the stripped certificate will be required to account for any
discount as market discount rather than original issue discount unless either:

     o    the initial discount with respect to the stripped certificate was
          treated as zero under the de minimis rule of Internal Revenue Code
          Section 1273(a)(3); or

     o    no more than 100 basis points in excess of reasonable servicing is
          stripped off the related mortgage loans. Any related market discount
          would be reportable as described under "--Federal Income Tax
          Consequences for REMIC Certificates--Taxation of Regular
          Certificates--Market Discount," without regard to the de minimis rule
          therein, assuming that a prepayment assumption is employed in the
          computation.

     Status of Stripped Certificates. No specific legal authority exists as to
whether the character of the stripped certificates, for federal income tax
purposes, will be the same as that of the mortgage loans. Although the issue is
not free from doubt, our counsel has advised us that stripped certificates owned
by applicable holders should be considered to represent real estate assets
within the meaning of Internal Revenue Code Section 856(c)(5)(B), "obligation[s]
principally secured by an interest in real property" within the meaning of
Internal Revenue Code Section 860G(a)(3)(A), and "loans . . . secured by an
interest in real property which is . . . residential real property" within the
meaning of Internal Revenue Code Section 7701(a)(19)(C)(v), and interest
(including original issue discount) income attributable to stripped certificates
should be considered to represent interest on obligations secured by mortgages
on real property within the meaning of Internal Revenue Code Section
856(c)(3)(B), provided that in each case the mortgage loans and interest on the
mortgage loans qualify for that treatment.

     Original Issue Discount. Except as described above under "--General," each
stripped certificate will be considered to have been issued at an original issue
discount for federal income tax purposes. Original issue discount with respect
to a stripped certificate must be included in ordinary income as it accrues, in
accordance with a constant interest method that takes into account the
compounding of interest, which may be prior to the receipt of the cash
attributable to that income. Based in part on the OID regulations and the
amendments to the original issue discount sections of the Internal Revenue Code
made by the 1986 Act, the amount of original issue discount required to be
included in the income of a holder of a stripped certificate, referred to in
this discussion as a stripped certificateholder, in any taxable year likely will
be computed generally as described above under "--Federal Income


                                       97



Tax Consequences for REMIC Certificates--Taxation of Regular
Certificates--Original Issue Discount" and "--Variable Rate Regular
Certificates." However, with the apparent exception of a stripped certificate
qualifying as a market discount obligation, as described above under
"--General," the issue price of a stripped certificate will be the purchase
price paid by each holder of a stripped certificate, and the stated redemption
price at maturity will include the aggregate amount of the payments, other than
qualified stated interest to be made on the stripped certificate to the stripped
certificateholder, presumably under the prepayment assumption.

     If the mortgage loans prepay at a rate either faster or slower than that
under the prepayment assumption, a stripped certificateholder's recognition of
original issue discount will be either accelerated or decelerated and the amount
of the original issue discount will be either increased or decreased depending
on the relative interests in principal and interest on each mortgage loan
represented by the stripped certificateholder's stripped certificate. While the
matter is not free from doubt, the holder of a stripped certificate should be
entitled in the year that it becomes certain, assuming no further prepayments,
that the holder will not recover a portion of its adjusted basis in the stripped
certificate to recognize an ordinary loss equal to the portion of unrecoverable
basis.

     As an alternative to the method described above, the fact that some or all
of the interest payments with respect to the stripped certificates will not be
made if the mortgage loans are prepaid could lead to the interpretation that the
interest payments are contingent within the meaning of the OID regulations. The
OID regulations, as they relate to the treatment of contingent interest, are by
their terms not applicable to prepayable securities such as the stripped
certificates. However, if final regulations dealing with contingent interest
with respect to the stripped certificates apply the same principles as the OID
regulations, the regulations may lead to different timing of income inclusion
that would be the case under the OID regulations. Furthermore, application of
the principles could lead to the characterization of gain on the sale of
contingent interest stripped certificates as ordinary income. You should consult
your tax advisors regarding the appropriate tax treatment of stripped
certificates.

     Sale or Exchange of Stripped Certificates. Sale or exchange of a stripped
certificate prior to its maturity will result in gain or loss equal to the
difference, if any, between the amount received and the stripped
certificateholder's adjusted basis in the stripped certificate, as described
above under "--Federal Income Tax Consequences for REMIC Certificates--Taxation
of Regular Certificates--Sale or Exchange of Regular Certificates." To the
extent that a subsequent purchaser's purchase price is exceeded by the remaining
payments on the stripped certificates, the subsequent purchaser will be required
for federal income tax purposes to accrue and report the excess as if it were
original issue discount in the manner described above. It is not clear for this
purpose whether the assumed prepayment rate that is to be used in the case of a
stripped certificateholder other than an original stripped certificateholder
should be the prepayment assumption or a new rate based on the circumstances at
the date of subsequent purchase.

     Holders that recognize a loss on a sale or exchange of a stripped
certificate for federal income tax purposes in excess of certain threshold
amounts should consult their tax advisors as to the need to file IRS Form 8886
(disclosing certain potential tax shelters) on their federal income tax returns.

     Purchase of More than One Class of Stripped Certificates. Where an investor
purchases more than one class of stripped certificates, it is currently unclear
whether for federal income tax purposes the classes of stripped certificates
should be treated separately or aggregated for purposes of the rules described
above.

     Possible Alternative Characterizations. The characterizations of the
stripped certificates discussed above are not the only possible interpretations
of the applicable Internal Revenue Code provisions. For example, the stripped
certificateholder may be treated as the owner of any of the following:

     o    one installment obligation consisting of the Stripped Certificate's
          pro rata share of the payments attributable to principal on each
          mortgage loan and a second installment obligation consisting of the
          Stripped Certificate's pro rata share of the payments attributable to
          interest on each mortgage loan;

     o    as many stripped bonds or stripped coupons as there are scheduled
          payments of principal and/or interest on each mortgage loan; or


                                       98



     o    a separate installment obligation for each mortgage loan, representing
          the Stripped Certificate's pro rata share of payments of principal
          and/or interest to be made with respect to it.

     Alternatively, the holder of one or more classes of stripped certificates
may be treated as the owner of a pro rata fractional undivided interest in each
mortgage loan to the extent that the Stripped Certificate, or classes of
stripped certificates in the aggregate, represent the same pro rata portion of
principal and interest on each mortgage loan, and a stripped bond or stripped
coupon, as the case may be, treated as an installment obligation or contingent
payment obligation, as to the remainder. Final regulations regarding original
issue discount on stripped obligations make the foregoing interpretations less
likely to be applicable. The preamble to those regulations states that they are
premised on the assumption that an aggregation approach is appropriate for
determining whether original issue discount on a stripped bond or stripped
coupon is de minimis, and solicits comments on appropriate rules for aggregating
stripped bonds and stripped coupons under Internal Revenue Code Section 1286.

     Because of these possible varying characterizations of stripped
certificates and the resultant differing treatment of income recognition,
stripped certificateholders are urged to consult their own tax advisors
regarding the proper treatment of stripped certificates for federal income tax
purposes.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the related tax administrator will furnish or make
readily available through electronic means to each holder of a grantor trust
certificate with each payment a statement setting forth the amount of the
payment allocable to principal on the underlying mortgage loans and to interest
on those loans at the related pass-through rate. In addition, the related tax
administrator will furnish, within a reasonable time after the end of each
calendar year, to each person or entity that was the holder of a grantor trust
certificate at any time during that year, information regarding:

     o    the amount of servicing compensation received by a master servicer or
          special servicer, and

     o    all other customary factual information the reporting party deems
          necessary or desirable to enable holders of the related grantor trust
          certificates to prepare their tax returns.

     The reporting party will furnish comparable information to the IRS as and
when required by law to do so.

     Because the rules for accruing discount and amortizing premium with respect
to grantor trust certificates are uncertain in various respects, there is no
assurance the IRS will agree with the information reports of those items of
income and expense. Moreover, those information reports, even if otherwise
accepted as accurate by the IRS, will in any event be accurate only as to the
initial certificateholders that bought their certificates at the representative
initial offering price used in preparing the reports.

     On June 20, 2002, the Service published proposed regulations, which will,
when effective, establish a reporting framework for interests in "widely held
fixed investment trusts" that will place the responsibility of reporting on the
person in the ownership chain who holds an interest for a beneficial owner. A
widely-held fixed investment trust is defined as any entity classified as a
"trust" under Treasury Regulation Section 301.7701-4(c) in which any interest is
held by a middleman, which includes, but is not limited to:

     o    a custodian of a person's account,

     o    a nominee, and

     o    a broker holding an interest for a customer in street name.

     These regulations were proposed to be effective beginning January 1, 2004,
but such date has passed and the regulations have not been finalized. It is
unclear when, or if, these regulations will become final.


                                       99



REPORTING REQUIREMENTS AND BACKUP WITHHOLDING

     The trustee will furnish, within a reasonable time after the end of each
calendar year, to each standard certificateholder or stripped certificateholder
at any time during the year, the information, prepared on the basis described
above, as the trustee deems to be necessary or desirable to enable the
certificateholders to prepare their federal income tax returns. The information
will include the amount of original issue discount accrued on certificates held
by persons other than certificateholders exempted from the reporting
requirements. The amounts required to be reported by the trustee may not be
equal to the proper amount of original issue discount required to be reported as
taxable income by a certificateholder, other than an original certificateholder
that purchased at the issue price. In particular, in the case of stripped
certificates, unless provided otherwise in the applicable prospectus supplement,
the reporting will be based upon a representative initial offering price of each
class of stripped certificates. The trustee will also file the original issue
discount information with the Service. If a certificateholder fails to supply an
accurate taxpayer identification number or if the Secretary of the Treasury
determines that a certificateholder has not reported all interest and dividend
income required to be shown on his federal income tax return, backup withholding
at a rate of 28% (increasing to 31% after 2010) may be required in respect of
any reportable payments, as described above under "--Federal Income Tax
Consequences for REMIC Certificates--Backup Withholding."

TAXATION OF FOREIGN INVESTORS

     To the extent that a Certificate evidences ownership in mortgage loans that
are issued on or before July 18, 1984, interest or original issue discount paid
by the person required to withhold tax under Internal Revenue Code Section 1441
or 1442 to nonresident aliens, foreign corporations, or other Non-United States
Persons generally will be subject to 30% United States withholding tax, or the
lower rate as may be provided for interest by an applicable tax treaty. Accrued
original issue discount recognized by the standard certificateholder or stripped
certificateholder on original issue discount recognized by the standard
certificateholder or stripped certificateholders on the sale or exchange of the
Certificate also will be subject to federal income tax at the same rate.

     Treasury regulations provide that interest or original issue discount paid
by the trustee or other withholding agent to a Non-United States Person
evidencing ownership interest in mortgage loans issued after July 18, 1984 will
be portfolio interest and will be treated in the manner, and the persons will be
subject to the same certification requirements, described above under "--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Foreign
Investors--Regular Certificates."

                       STATE AND OTHER TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Material
Federal Income Tax Consequences," you should consider the state and local tax
consequences of the acquisition, ownership, and disposition of the offered
certificates. State tax law may differ substantially from the corresponding
federal law, and the discussion above does not purport to describe any aspect of
the tax laws of any state or other jurisdiction. Therefore, you should consult
your own tax advisors with respect to the various tax consequences of
investments in the offered certificates.

                              ERISA CONSIDERATIONS

GENERAL

     The Employee Retirement Income Security Act of 1974, as amended, and
Section 4975 of the Internal Revenue Code impose some requirements on employee
benefit plans, and on some other retirement plans and arrangements, including
individual retirement accounts and annuities, Keogh plans, collective investment
funds, insurance company separate accounts and some insurance company general
accounts in which the plans, accounts or arrangements are invested, and on
persons who are fiduciaries with respect to plans in connection with the
investment of plan assets.


                                      100



     ERISA generally imposes on Plan fiduciaries some general fiduciary
requirements, including those of investment prudence and diversification and the
requirement that a Plan's investments be made in accordance with the documents
governing the Plan. In addition, ERISA and Section 4975 of the Internal Revenue
Code prohibit a broad range of transactions involving assets of a Plan and
parties in interest who have some specified relationships to the Plan, unless a
statutory or administrative exemption is available. Parties in interest that
participate in a prohibited transaction may be subject to an excise tax imposed
pursuant to Section 4975 of the Internal Revenue Code, unless a statutory or
administrative exemption is available. These prohibited transactions generally
are set forth in Section 406 of ERISA and Section 4975 of the Internal Revenue
Code. Special caution should be exercised before the assets of a Plan are used
to purchase a Certificate if, with respect to the assets, we, the servicer, a
special servicer or any sub-servicer or the trustee or an affiliate thereof,
either:

     o    has discretionary authority or control with respect to the investment
          of the assets of the Plan; or

     o    has authority or responsibility to give, or regularly gives,
          investment advice with respect to the assets of the Plan for a fee and
          pursuant to an agreement or understanding that the advice will serve
          as a primary basis for investment decisions with respect to the assets
          and that the advice will be based on the particular investment needs
          of the Plan.

     Before purchasing any offered certificates, a Plan fiduciary should consult
with its counsel and determine whether there exists any prohibition to the
purchase under the requirements of ERISA, whether any prohibited transaction
class exemption or any individual prohibited transaction exemption, as described
below, applies, including whether the appropriate conditions set forth therein
would be met, or whether any statutory prohibited transaction exemption is
applicable, and further should consult the applicable prospectus supplement
relating to the series of certificates.

     Some employee benefit plans, such as governmental plans, as defined in
Section 3(32) of ERISA, and, if no election has been made under Section 410(d)
of the Internal Revenue Code, church plans, as defined in Section 3(33) of
ERISA, are not subject to ERISA requirements. However, such plans may be subject
to the provisions of other applicable federal and state law materially similar
to the foregoing provisions of ERISA and the Internal Revenue Code. Moreover,
any governmental or church plan which is qualified and exempt from taxation
under Sections 401(a) and 501(a) of the Internal Revenue Code is subject to the
prohibited transaction rules set forth in Section 503 of the Internal Revenue
Code.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the trust assets to
be deemed plan assets. Section 2510.3-101 of the regulations of the Department
of Labor provides that, when a Plan acquires an equity interest in an entity,
the Plan's assets include both the equity interest and an undivided interest in
each of the underlying assets of the entity, unless some exceptions not
applicable to this discussion apply, or unless the equity participation in the
entity by benefit plan investors, i.e., Plans, whether or not subject to ERISA,
and entities whose underlying assets include plan assets, is not significant.
For this purpose, the plan asset regulations provide, in general, that
participation in an entity, such as a trust fund, is significant if, immediately
after the most recent acquisition of any equity interest, 25% or more of any
class of equity interests, such as certificates, is held by benefit plan
investors. Unless restrictions on ownership of and transfer to plans apply with
respect to a series of certificates, we cannot assure you that benefit plan
investors will not own at least 25% of a class of certificates.

     Any person who has discretionary authority or control respecting the
management or disposition of plan assets, and any person who provides investment
advice with respect to the assets for a fee, is a fiduciary of the investing
Plan. If the trust assets constitute plan assets, then any party exercising
management or discretionary control regarding those assets, such as a servicer,
a special servicer or any sub-servicer, may be deemed to be a Plan fiduciary
with respect to the investing Plan, and thus subject to the fiduciary
responsibility provisions and prohibited transaction provisions of ERISA and
Section 4975 of the Internal Revenue Code. In addition, if the trust assets
constitute plan assets, the purchase of certificates by a Plan, as well as the
operation of the trust fund, may constitute or involve one or more prohibited
transactions under ERISA, Section 4975 of the Internal Revenue Code or Similar
Law.


                                      101



ADMINISTRATIVE EXEMPTIONS

     Several underwriters of mortgage-backed securities have applied for and
obtained from the Department of Labor individual prohibited transaction
exemptions that apply to the purchase and holding of mortgage-backed securities
which, among other conditions, are sold in an offering with respect to which
that underwriter serves as the sole or a managing underwriter or as a selling or
placement agent. If such an exemption may be applicable to a series of
certificates, the related prospectus supplement will refer to the possibility,
as well as provide a summary of the conditions to the exemption's applicability.

UNRELATED BUSINESS TAXABLE INCOME; RESIDUAL CERTIFICATES

     The purchase of a residual certificate by any employee benefit plan
qualified under Section 401(a) of the Internal Revenue Code and exempt from
taxation under Section 501(a) of the Internal Revenue Code Section, including
most Plans, may give rise to unrelated business taxable income as described in
Sections 511-515 and 860E of the Internal Revenue Code. Further, prior to the
purchase of residual certificates, a prospective transferee may be required to
provide an affidavit to a transferor that it is not, nor is it purchasing a
residual certificate on behalf of, a Disqualified Organization, which term as
defined above includes some tax-exempt entities not subject to Section 511 of
the Internal Revenue Code including some governmental plans, as discussed above
under the caption "Material Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Residual
Certificates--Tax-Related Restrictions on Transfer of Residual
Certificates--Disqualified Organizations."

     Due to the complexity of these rules and the penalties that may be imposed
upon persons involved in prohibited transactions, it is particularly important
that potential investors who are Plan fiduciaries consult with their counsel
regarding the consequences under ERISA of their acquisition and ownership of
certificates.

                                LEGAL INVESTMENT

     The offered certificates will constitute "mortgage related securities" for
purposes of the Secondary Mortgage Market Enhancement Act of 1984, as amended,
only if so specified in the related prospectus supplement. The appropriate
characterization of those certificates not qualifying as "mortgage related
securities", called non-SMMEA certificates, under various legal investment
restrictions, and thus the ability of investors subject to these restrictions to
purchase those certificates, may be subject to significant interpretive
uncertainties. Accordingly, all investors whose investment activities are
subject to legal investment laws and regulations, capital requirements, or
regulatory review by regulatory authorities should consult their own legal
advisors in determining whether and to what extent the non-SMMEA certificates
constitute legal investments for them.

     Generally, only classes of offered certificates that meet the following
criteria will be "mortgage related securities" for purposes of SMMEA:

     o    are rated in one of the two highest rating categories by one or more
          nationally recognized statistical rating organizations;

     o    are part of a series evidencing interests in a trust fund consisting
          of loans originated by those types of originators specified in SMMEA;
          and

     o    are part of a series evidencing interests in a trust fund consisting
          of mortgage loans each of which is secured by a first lien on real
          estate.

     Those classes of offered certificates qualifying as "mortgage related
securities" will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts and business entities, including
depository institutions, insurance companies, trustees and pension funds,
created pursuant to or existing under the laws of the United States or of any
state, including the District of Columbia and Puerto Rico, whose authorized
investments are subject to state regulation to the same extent that obligations
issued by or guaranteed as to principal


                                      102



and interest by the United States or any of its agencies or instrumentalities
constitute legal investments for those entities under applicable law.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut-off for those enactments, limiting to various extents the
ability of some entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, offered certificates satisfying the rating and qualified
originator requirements for "mortgage related securities", but evidencing
interests in a trust fund consisting, in whole or in part, of first liens on one
or more parcels of real estate upon which are located one or more commercial
structures, states were authorized to enact legislation, on or before September
23, 2001, specifically referring to Section 347 and prohibiting or restricting
the purchase, holding or investment by state-regulated entities in those types
of certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
qualifying "mortgage related securities" only to the extent provided in that
legislation.

     SMMEA also amended the legal investment authority of federally-chartered
depository institutions as follows:

     o    federal savings and loan associations and federal savings banks may
          invest in, sell or otherwise deal in "mortgage related securities"
          without limitation as to the percentage of their assets represented
          thereby;

     o    federal credit unions may invest in those securities; and

     o    national banks may purchase those securities for their own account
          without regard to the limitations generally applicable to investment
          securities set forth in 12 U.S.C. Section 24 (Seventh), subject in
          each case to those regulations as the applicable federal regulatory
          authority may prescribe.

In this connection, the Office of the Comptroller of the Currency, called the
OCC, has amended 12 C.F.R. Part 1 to authorize national banks to purchase and
sell for their own account, without limitation as to a percentage of the bank's
capital and surplus, but subject to compliance with general standards in 12
C.F.R. Section 1.5 concerning "safety and soundness" and retention of credit
information, certain "Type IV securities," defined in 12 C.F.R. Section 1.2(m)
to include certain "commercial mortgage-related securities" and "residential
mortgage-related securities." As so defined, "commercial mortgage-related
security" and "residential mortgage-related security" mean, in relevant part,
"mortgage related security" within the meaning of SMMEA, provided that, in the
case of a "commercial mortgage-related security," it "represents ownership of a
promissory note or certificate of interest or participation that is directly
secured by a first lien on one or more parcels of real estate upon which one or
more commercial structures are located and that is fully secured by interests in
a pool of loans to numerous obligors." In the absence of any rule or
administrative interpretation by the OCC defining the term "numerous obligors,"
no representation is made as to whether any class of certificates will qualify
as "commercial mortgage-related securities," and thus as "Type IV securities,"
for investment by national banks.

     The National Credit Union Administration, or NCUA, has adopted rules,
codified at 12 C.F.R. Part 703, which permit federal credit unions to invest in
"mortgage related securities" other than stripped mortgage related securities,
residual interests in mortgage related securities, and commercial mortgage
related securities, subject to compliance with general rules governing
investment policies and practices; however, credit unions approved for the
NCUA's "investment pilot program" under 12 C.F.R. Section 703.19 may be able to
invest in those prohibited forms of securities, while "RegFlex credit unions"
may invest in commercial mortgage related securities under certain conditions
pursuant to 12 C.F.R. Section 742.4(b)(2).

     The Office of Thrift Supervision, or OTS, has issued Thrift Bulletin 13a
(December 1, 1998), "Management of Interest Rate Risk, Investment Securities,
and Derivatives Activities," and Thrift Bulletin 73a (December 18, 2001),
"Investing in Complex Securities," which thrift institutions subject to the
jurisdiction of the OTS should consider before investing in any of the offered
certificates.


                                      103



     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End-User Derivatives Activities" of the Federal Financial
Institutions Examination Council, which has been adopted by the Board of
Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the OCC and the OTS effective May 26, 1998, and by the NCUA
effective October 1, 1998. That policy statement sets forth general guidelines
which depository institutions must follow in managing risks, including market,
credit, liquidity, operational (transaction), and legal risks, applicable to all
securities, including mortgage pass-through securities and mortgage-derivative
products, used for investment purposes.

     Investors whose investment activities are subject to regulation by federal
or state authorities should review rules, policies and guidelines adopted from
time to time by those authorities before purchasing any class of the offered
certificates, as some classes may be deemed unsuitable investments, or may
otherwise be restricted, under those rules, policies or guidelines, in some
instances irrespective of SMMEA.

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage-of-assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying", and, with regard to any class of the
offered certificates issued in book-entry form, provisions which may restrict or
prohibit investments in securities which are issued in book-entry form.

     Except as to the status of some classes of offered certificates as
"mortgage related securities", no representations are made as to the proper
characterization of any class of offered certificates for legal investment
purposes, financial institution regulatory purposes, or other purposes, or as to
the ability of particular investors to purchase any class of offered
certificates under applicable legal investment restrictions. The uncertainties
described above--and any unfavorable future determinations concerning legal
investment or financial institution regulatory characteristics of the offered
certificates--may adversely affect the liquidity of any class of offered
certificates.

     Accordingly, if your investment activities are subject to legal investment
laws and regulations, regulatory capital requirements or review by regulatory
authorities, you should consult with your own legal advisors in determining
whether and to what extent the offered certificates of any class constitute
legal investments or are subject to investment, capital or other restrictions
and, if applicable, whether SMMEA has been overridden in any jurisdiction
relevant to you.

                             METHOD OF DISTRIBUTION

     The certificates offered hereby and by related prospectus supplements will
be offered in series through one or more of the methods described below. The
prospectus supplement prepared for each series will describe the method of
offering being utilized for that series and will state the net proceeds to us
from that sale.

     We intend that certificates will be offered through the following methods
from time to time and that offerings may be made concurrently through more than
one of these methods or that an offering of a particular series of offered
certificates may be made through a combination of two or more of these methods.
The methods are as follows:

     o    by negotiated firm commitment underwriting and public offering by one
          or more underwriters specified in the related prospectus supplement;

     o    by placements through one or more placement agents specified in the
          related prospectus supplement primarily with institutional investors
          and dealers; and

     o    through direct offerings by us.


                                      104



     If specified in the prospectus supplement relating to a series of offered
certificates, we or any of our affiliates or any other person or persons
specified in the prospectus supplement (including originators of mortgage loans)
may purchase some or all of one or more classes of offered certificates of that
series from the underwriter or underwriters or any other person or persons
specified in the prospectus supplement. Pursuant to this prospectus and the
related prospectus supplement, a purchaser may thereafter from time to time
offer and sell some or all of the certificates directly, or through one or more
underwriters to be designated at the time of the offering of the certificates,
or through dealers (whether acting as agent or as principal) or in any other
manner that may be specified in the related prospectus supplement. The offering
may be restricted in the manner specified in the related prospectus supplement.
The transactions may be effected at market prices prevailing at the time of
sale, at negotiated prices or at fixed prices.

     If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the certificates
will be acquired by the underwriters for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at fixed public offering prices or at varying prices to be
determined at the time of sale or at the time of commitment therefore. The
underwriters may be broker-dealers affiliated with us whose identities and
relationships to us will be as set forth in the related prospectus supplement.
The managing underwriter or underwriters with respect to the offer and sale of a
particular series of offered certificates will be set forth in the cover of the
prospectus supplement relating to that series and the members of the
underwriting syndicate, if any, will be named in the prospectus supplement.

     In connection with the sale of the offered certificates, underwriters may
receive compensation from us or from purchasers of the offered certificates in
the form of discounts, concessions or commissions. Underwriters and dealers
participating in the distribution of the certificates may be deemed to be
underwriters in connection with those certificates, and any discounts or
commissions received by them from us and any profit on the resale of
certificates by them may be deemed to be underwriting discounts and commissions
under the Securities Act of 1933, as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
any series of certificates will provide that the obligations of the underwriters
will be subject to some conditions precedent, including the following:

     o    that the underwriters will be obligated to purchase all certificates
          if any are purchased, other than in connection with an underwriting on
          a best efforts basis; and

     o    that we will indemnify the several underwriters, and each person, if
          any, who controls any related underwriters within the meaning of
          Section 15 of the Securities Act, against some civil liabilities,
          including liabilities under the Securities Act, or will contribute to
          payments required to be made in respect of the Securities Act.

     The prospectus supplement with respect to any series offered by placements
through dealers will contain information regarding the nature of the offering
and any agreements to be entered into between us and purchasers of certificates
of those series.

     We anticipate that the certificates offered hereby will be sold primarily
to institutional investors. Purchasers of offered certificates, including
dealers, may, depending on the facts and circumstances of their purchases, be
deemed to be underwriters within the meaning of the Securities Act in connection
with reoffers and sales by them of offered certificates. Certificateholders
should consult with their legal advisors in this regard prior to any related
reoffer or sale.

     As to each series of certificates, only those classes rated in an
investment grade rating category by any rating agency will be offered hereby.
Any unrated class may be initially retained by us, and may be sold by us at any
time to one or more institutional investors.

     If and to the extent required by applicable law or regulation, this
prospectus will be used by Bear, Stearns & Co. Inc., our affiliate, in
connection with offers and sales related to market-making transactions in the
offered certificates previously offered hereunder in transactions in which Bear,
Stearns & Co. Inc. acts as principal. Bear, Stearns & Co.


                                      105



Inc. may also act as agent in those transactions. Sales may be made at
negotiated prices determined at the time of sale.

                       WHERE YOU CAN FIND MORE INFORMATION

     We have filed with the SEC a registration statement, including this
prospectus and a form of the prospectus supplement, under the Securities Act of
1933, as amended, with respect to the offered certificates. This prospectus and
the applicable prospectus supplement relating to each series of offered
certificates contain summaries of the material terms of the documents referred
to, but do not contain all of the information contained in the registration
statement. For further information regarding the documents referred to in this
prospectus and the applicable prospectus supplement, you should refer to the
registration statement and the exhibits to the registration statement. The
registration statement and the exhibits can be inspected and copied at the
Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549 and the SEC's regional offices at 233 Broadway, New York, New York 10279,
and Citicorp Center, 500 West Madison Street, Suite 1500, Chicago, Illinois
60661. Copies of these materials can be obtained at prescribed rates from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, the SEC maintains a public access site on the Internet
through the World Wide Web at which provides on-line access to reports, proxy
and information statements and other information regarding registrants that file
electronically with the SEC at the address http://www.sec.gov.

                 INCORPORATION OF SOME INFORMATION BY REFERENCE

     The SEC allows us to incorporate by reference information that we file with
the SEC, which allows us to disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus and the applicable prospectus supplement.
Information that we file later with the SEC will automatically update the
information in this prospectus and the applicable prospectus supplement. In all
cases, you should rely on the later information over different information
included in this prospectus or the applicable prospectus supplement. As a
recipient of this prospectus, you may request a copy of any document we
incorporate by reference, except exhibits to the documents (unless the exhibits
are specifically incorporated by reference), at no cost, by writing or calling:
Bear Stearns Commercial Mortgage Securities II Inc., 383 Madison Avenue, New
York, New York 10179, Attention: J. Christopher Hoeffel (212) 272-2000. We have
determined that our financial statements will not be material to the offering of
any offered certificates.

                                     REPORTS

     We have not authorized anybody to give you any information or to make any
representation not contained in this prospectus and any related prospectus
supplement and you should not rely on any related information or representation
that is not contained in this document. This prospectus and any related
prospectus supplement do not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the certificates being offered pursuant
to the related prospectus supplement. They also do not constitute an offer of
the offered certificates to any person in any state or other jurisdiction in
which the offer would be unlawful. The delivery of this prospectus to you at any
time does not imply that information contained in this document is correct as of
any time subsequent to the date of this document; however, if any material
change occurs while this prospectus is required by law to be delivered, we will
amend or supplement this prospectus accordingly.

     The servicer or trustee for each series will be required to mail to holders
of the certificates of each series periodic unaudited reports concerning the
related trust fund. If holders of beneficial interests in a class of offered
certificates are holding and transferring in book-entry form through the
facilities of DTC, then unless otherwise provided in the related prospectus
supplement, the reports will be sent on behalf of the related trust fund to a
nominee of DTC as the registered holder of the offered certificates. Conveyance
of notices and other communications by DTC to its participating organizations,
and directly or indirectly through the participating organizations to the
beneficial owners of the applicable offered certificates, will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. We will file


                                      106



or cause to be filed with the SEC the periodic reports with respect to each
trust fund as are required under the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the SEC thereunder.

                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of
certificates. No trust fund will engage in any business activities or have any
assets or obligations prior to the issuance of the related series of
certificates. Accordingly, no financial statements with respect to any trust
fund will be included in this prospectus or in the related prospectus
supplement.

                                  LEGAL MATTERS

     The validity of the certificates of each series will be passed upon for us
by Cadwalader, Wickersham & Taft LLP, New York, New York, or other counsel
identified in the prospectus supplement for that series.

                                     RATINGS

     It is a condition to the issuance of any class of offered certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by at least one rating agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by you of all collections on the underlying mortgage assets to which you
are entitled. Ratings address the structural, legal and issuer-related aspects
associated with those certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by borrowers or of the degree by which prepayments might
differ from those originally anticipated. As a result, you might suffer a lower
than anticipated yield, and, in addition, holders of stripped interest
certificates in extreme cases might fail to recoup their initial investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.


                                      107



                                    GLOSSARY

     Accrued Certificate Interest -- With respect to each class of certificates
(other than some classes of stripped interest certificates and some classes of
residual certificates), the "Accrued Certificate Interest" for each distribution
date will be equal to interest at the applicable pass-through rate accrued for a
specified period (generally equal to the time period between distribution dates)
on the outstanding certificate balance of the class of certificates immediately
prior to the distribution date. Unless otherwise provided in the related
prospectus supplement, the Accrued Certificate Interest for each distribution
date on a class of stripped interest certificates will be similarly calculated
except that it will accrue on a notional amount that is either based on the
principal balances of some or all of the mortgage assets in the related trust
fund or equal to the certificate balances of one or more other classes of
certificates of the same series.

     ARM Loans -- mortgage loans with adjustable mortgage rates.

     Available Distribution Amount -- Unless otherwise provided in the related
prospectus supplement, the "Available Distribution Amount" for any series of
certificates and any distribution date will refer to the total of all payments
or other collections (or advances in lieu thereof) on, under or in respect of
the mortgage assets and any other assets included in the related trust fund that
are available for distribution to the holders of certificates of the series on
the date.

     Debt Service Coverage Ratio -- Unless otherwise defined in the related
prospectus supplement, the "Debt Service Coverage Ratio" of a mortgage loan at
any given time is the ratio of the Net Operating Income derived from the related
mortgaged property for a twelve-month period to the annualized scheduled
payments on the mortgage loan and any other loans senior to it that are secured
by the related mortgaged property.

     Disqualified Organization -- any of the following:

     o    the United States, any of its state or political subdivisions;

     o    any foreign government;

     o    any international organization;

     o    any agency or instrumentality of any of the foregoing, provided that
          the term does not include an instrumentality if all of its activities
          are subject to tax and, except in the case of the Federal Home Loan
          Mortgage Corporation, a majority of its board of directors is not
          selected by any related governmental entity;

     o    any cooperative organization furnishing electric energy or providing
          telephone service to persons in rural areas as described in Internal
          Revenue Code Section 1381(a)(2)(C); and

     o    any organization, other than a farmers' cooperative described in
          Internal Revenue Code Section 521, that is exempt from taxation under
          the Internal Revenue Code unless the organization is subject to the
          tax on unrelated business income imposed by Internal Revenue Code
          Section 511.

     Due Period -- Unless otherwise specified in the prospectus supplement for a
series of certificates, a "Due Period" is a specified time period generally
corresponding in length to the time period between distribution dates, and all
scheduled payments on the mortgage loans in the related trust fund that are due
during a given Due Period will, to the extent received by a specified date,
called the determination date, or otherwise advanced by the related servicer or
other specified person, be distributed to the holders of the certificates of the
series on the next succeeding distribution date.

     ERISA -- The Employee Retirement Income Security Act of 1974, as amended.


                                      108



     Excess Funds -- Unless otherwise specified in the related prospectus
supplement, "Excess Funds" will, in general, represent that portion of the
amounts distributable in respect of the certificates of any series on any
distribution date that represent interest received or advanced on the mortgage
assets in the related trust fund that is in excess of the interest currently
accrued on the certificates or prepayment premiums, payments from equity
participations or any other amounts received on the mortgage assets in the
related trust fund that do not constitute interest or principal.

     Internal Revenue Code -- The Internal Revenue Code of 1986, as amended.

     Loan-to-Value Ratio -- Unless otherwise defined in the related prospectus
supplement, the "Loan-to-Value Ratio" of a mortgage loan at any given time is
the ratio (expressed as a percentage) of the then outstanding principal balance
of the mortgage loan and any other loans senior to it that are secured by the
related mortgaged property to the Value of the related mortgaged property.

     MBS -- pass-through certificates or other mortgage-backed securities that
evidence interests in, or that are secured by pledges of, one or more of various
types of multifamily or commercial mortgage loans.

     Net Operating Income -- Unless otherwise defined in the related prospectus
supplement, "Net Operating Income" means, for any given period, the total
operating revenues derived from a mortgaged property during the period, minus
the total operating expenses incurred in respect of the mortgaged property
during the period other than non-cash items such as depreciation and
amortization, capital expenditures, and debt service on the related mortgage
loan or on any other loans that are secured by the mortgaged property.

     Non-U.S. Person -- The term "Non-U.S. Person" means any person who is not a
U.S. Person.

     Pass-Through Entity -- "Pass-Through Entity" means any regulated investment
company, real estate investment trust, common trust fund, partnership, trust or
estate and some corporations operating on a cooperative basis. Except as may be
provided in Treasury regulations, any person holding an interest in a
Pass-Through Entity as a nominee for another will, with respect to the interest,
be treated as a Pass-Through Entity.

     Plan -- Any retirement plan or other employee benefit plan or arrangement
subject to Title I of ERISA, Section 4975 of the Internal Revenue Code or
applicable Similar Law.

     Service -- The Internal Revenue Service.

     Similar Law -- Any applicable federal, state or local law materially
similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.

     SMMEA -- The Secondary Market Mortgage Enhancement Act of 1984, as amended.

     U.S. Person -- The term "U.S. Person" means a citizen or resident of the
United States, a corporation, partnership or other entity created or organized
in or under the laws of the United States or any State, an estate that is
subject to United States federal income tax regardless of the source of its
income or a trust if:

     o    for taxable years beginning after December 31, 1996 (or for taxable
          years ending after August 20, 1996, if the trustee has made an
          applicable election), a court within the United States is able to
          exercise primary supervision over the administration of the trust, and
          one or more United States persons have the authority to control all
          substantial decisions of the trust; or

     o    for all other taxable years, the trust is subject to United States
          federal income tax regardless of the source of its income (or, to the
          extent provided in applicable Treasury Regulations, some trusts in
          existence on August 20, 1996 which are eligible to elect to be treated
          as U.S. Persons).

     Value -- The "Value" of a mortgaged property is generally its fair market
value determined in an appraisal obtained by the originator at the origination
of the loan.


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The attached diskette contains one spreadsheet file that can be put on a
user-specified hard drive or network drive. This spreadsheet file is a Microsoft
Excel(1) file. The spreadsheet file provides, in electronic format, statistical
information that appears under the caption "Description of the Mortgage Pool"
in, and on Appendix B to, this prospectus supplement. Defined terms used, but
not otherwise defined, in the spreadsheet file will have the respective meanings
assigned to them in the glossary to this prospectus supplement. All the
information contained in the spreadsheet file is subject to the same limitations
and qualifications contained in this prospectus supplement. Prospective
investors are strongly urged to read this prospectus supplement and accompanying
prospectus in its entirety prior to accessing the spreadsheet file.

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

(1) Microsoft Excel is a registered trademark of Microsoft Corporation