Filed pursuant to Rule 424(b)5
                                               Registration File No.: 333-116258


           PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 16, 2004

                                 $1,701,253,000
                                  (Approximate)

          COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-C5
              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
                                    depositor

                             COLUMN FINANCIAL, INC.
                          KEYBANK NATIONAL ASSOCIATION
                        LASALLE BANK NATIONAL ASSOCIATION
                          LEHMAN BROTHERS HOLDINGS INC.
                              mortgage loan sellers

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

         We, Credit Suisse First Boston Mortgage Securities Corp., intend to
establish a trust fund. The primary assets of that trust fund will consist of
228 commercial and multifamily mortgage loans, with the characteristics
described in this prospectus supplement. The trust fund will issue 26 classes of
certificates, ten (10) of which are being offered by this prospectus supplement,
as listed below. The trust fund will pay interest and/or principal monthly,
commencing in January 2005. The offered certificates represent obligations of
the trust fund only and do not represent obligations of or interests in us or
any of our affiliates. We do not intend to list the offered certificates on any
national securities exchange or any automated quotation system of any registered
securities association.
         The underwriters have agreed to purchase the offered certificates from
us at a price of 100.49% of the total initial principal balance of the offered
certificates plus accrued interest from December 1, 2004. The underwriters
propose to offer the offered certificates from time to time for sale in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale, at prices related to the prevailing market prices or at negotiated prices.

         INVESTING IN THE OFFERED CERTIFICATES INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE S-37 OF THIS PROSPECTUS SUPPLEMENT.



                             APPROXIMATE           INITIAL
                            TOTAL INITIAL       PASS-THROUGH       ASSUMED FINAL       RATED FINAL      EXPECTED RATINGS
    OFFERED CLASSES       PRINCIPAL BALANCE         RATE         DISTRIBUTION DATE  DISTRIBUTION DATE     (S&P/MOODY'S)
----------------------    -----------------     ------------     -----------------  -----------------   ----------------

Class A-1.............        $ 64,141,000        3.8830%           August 2009       November 2037          AAA/Aaa
Class A-2.............        $241,510,000        4.1830%          December 2009      November 2037          AAA/Aaa
Class A-3.............        $101,000,000        4.4990%          November 2011      November 2037          AAA/Aaa
Class A-AB............        $ 78,557,000        4.5870%          January 2014       November 2037          AAA/Aaa
Class A-4.............        $575,728,000        4.8290%          December 2014      November 2037          AAA/Aaa
Class A-1-A...........        $432,620,000        4.7100%          December 2014      November 2037          AAA/Aaa
Class A-J.............        $100,348,000        4.8890%          December 2014      November 2037          AAA/Aaa
Class B...............        $ 58,342,000        4.9290%          December 2014      November 2037          AA/Aa2
Class C...............        $ 16,336,000        4.9580%          December 2014      November 2037          AA-/Aa3
Class D...............        $ 32,671,000        5.0180%          December 2014      November 2037           A/A2


         Delivery of the offered certificates, in book-entry form only, will be
made on or about December 28, 2004.

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.

         Credit Suisse First Boston LLC, ABN AMRO Incorporated, KeyBanc Capital
Markets, a Division of McDonald Investments Inc., and J.P. Morgan Securities
Inc. will act as underwriters with respect to this offering. Credit Suisse First
Boston LLC and ABN AMRO Incorporated will be the co-lead managers and Credit
Suisse First Boston LLC will be the sole book running manager. KeyBanc Capital
Markets and J.P. Morgan Securities Inc. will be the co-managers. Not every
underwriter will be obligated to purchase offered certificates from us.

CREDIT SUISSE FIRST BOSTON
                       ABN AMRO INCORPORATED
                                              KEYBANC CAPITAL MARKETS
                                                                       JPMORGAN

          The date of this prospectus supplement is December 16, 2004.




[CREDIT SUISSE FIRST BOSTON LOGO]

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-C5

                                  [MAP OMITTED]

NEW YORK                          ALABAMA                        UTAH
17 PROPERTIES                     2 PROPERTIES                   3 PROPERTIES
23.6% OF TOTAL                    0.6% OF TOTAL                  0.6% OF TOTAL

MASSACHUSETTS                     MISSISSIPPI                    OREGON
2 PROPERTIES                      3 PROPERTIES                   1 PROPERTY
1.0% OF TOTAL                     0.4% OF TOTAL                  0.1% OF TOTAL


CONNECTICUT                       ARKANSAS                       WASHINGTON
4 PROPERTIES                      1 PROPERTY                     4 PROPERTIES
1.1% OF TOTAL                     0.1% OF TOTAL                  0.9% OF TOTAL


NEW JERSEY                        LOUISIANA                      IDAHO
5 PROPERTIES                      3 PROPERTIES                   2 PROPERTIES
4.3% OF TOTAL                     0.6% OF TOTAL                  0.3% OF TOTAL


DELAWARE                          TEXAS                          WYOMING
1 PROPERTY                        28 PROPERTIES                  1 PROPERTY
0.1% OF TOTAL                     8.7% OF TOTAL                  0.2% OF TOTAL


DISTRICT OF COLUMBIA              OKLAHOMA                       MISSOURI
3 PROPERTIES                      2 PROPERTIES                   3 PROPERTIES
O.3% OF TOTAL                     0.3% OF TOTAL                  0.7% OF TOTAL


MARYLAND                          NEW MEXICO                     MINNESOTA
9 PROPERTIES                      8 PROPERTIES                   2 PROPERTIES
4.2% OF TOTAL                     1.0% OF TOTAL                  0.1% OF TOTAL


VIRGINIA                          COLORADO                       IOWA
8 PROPERTIES                      3 PROPERTIES                   1 PROPERTY
1.6% OF TOTAL                     1.1% OF TOTAL                  0.1% OF TOTAL


NORTH CAROLINA                    ARIZONA                        WISCONSIN
9 PROPERTIES                      7 PROPERTIES                   3 PROPERTIES
3.3% OF TOTAL                     2.3% OF TOTAL                  1.7% OF TOTAL


SOUTH CAROLINA                    NEVADA                          ILLINOIS
2 PROPERTIES                      3 PROPERTIES                    7 PROPERTIES
0.1% OF TOTAL                     2.5% OF TOTAL                   3.1% OF TOTAL


GEORGIA                           SOUTHERN CALIFORNIA             INDIANA
6 PROPERTIES                      24 PROPERTIES                   8 PROPERTIES
5.0% OF TOTAL                     7.7% OF TOTAL                   5.2% OF TOTAL


FLORIDA                           NORTHERN CALIFORNIA             MICHIGAN
21 PROPERTIES                     12 PROPERTIES                   1 PROPERTY
5.8% OF TOTAL                     5.3% OF TOTAL                   0.5% OF TOTAL


TENNESSEE                         CALIFORNIA                      OHIO
5 PROPERTIES                      36 PROPERTIES                   9 PROPERTIES
0.6% OF TOTAL                     13.0% OF TOTAL                  4.6% OF TOTAL


                                  PENNSYLVANIA
                                  1 PROPERTY
                                  0.2% OF TOTAL


[CHART]

MORTGAGED REAL PROPERTIES
BY PROPERTY TYPE
PERCENTAGE OF INITIAL MORTGAGE POOL BALANCE
OFFICE           22.1%
MULTIFAMILY      28.1%
RETAIL           42.7%
MIXED USE         0.3%
SELF STORAGE      0.5%
HOTEL             1.4%
INDUSTRIAL        5.0%


[CHART]
[ ]  (LESS THAN) 1.00% OF INITIAL MORTGAGE POOL BALANCE
[ ]  1.00% - 5.99% OF INITIAL MORTGAGE POOL BALANCE
[ ]  6.00% - 9.99% OF INITIAL MORTGAGE POOL BALANCE
[ ]  (MORE THAN OR EQUAL TO) 10.00% OF INITIAL MORTGAGE POOL BALANCE






[PHOTO OMITTED]                        [PHOTO OMITTED]

1. TIME WARNER                           61. JEMISON
RETAIL                                   FLATS
New York,                                Birmingham,
NY                                       AL


                                         [PHOTO OMITTED]

                                         65. COMFORT SUITES
                                         INNSBROOK
                                         Glen Allen,
                                         VA



[PHOTO OMITTED]                        [PHOTO OMITTED]

36. PARKSIDE                             24. ESTATES AT CHARLOTTE --
APARTMENTS                               1420 MAGNOLIA
Sugar Land,                              Charlotte,
TX                                       NC


[PHOTO OMITTED]                        [PHOTO OMITTED]

11. 1300 PARKWOOD                        9. PERSHING
OFFICE BUILDING                          PARK PLAZA
Atlanta,                                 Atlanta,
GA                                       GA





                                            [PHOTO OMITTED]

                                    123.    LAKE BRANDON   Brandon,
                                         SHOPPING CENTER   FL



                                              [PHOTO OMITTED]

                                    37.  MIDTOWN TERRACE   Madison,
                                              APARTMENTS   WI



      [PHOTO OMITTED]

2.   275 MADISON    New York,
          AVENUE    NY



                                                 [PHOTO OMITTED]

                                   3.         AT&T CONSUMER   Morris Township,
                                      SERVICES HEADQUARTERS   NJ



            [PHOTO OMITTED]

5.   BECO PARK AT FORBES    Lanham,
         CENTER - BRIT I    MD



            [PHOTO OMITTED]                          [PHOTO OMITTED]

17.  5000 SHORELINE    South San Francisco,     12.  RIVER ROAD   Indianapolis,
              COURT    CA                            APARTMENTS   IN





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

                                TABLE OF CONTENTS

                              PROSPECTUS SUPPLEMENT


IMPORTANT NOTICE ABOUT INFORMATION
  PRESENTED IN THIS PROSPECTUS SUPPLEMENT
  AND THE ACCOMPANYING PROSPECTUS......................S-4
NOTICE TO RESIDENTS OF THE UNITED KINGDOM..............S-4
SUMMARY OF PROSPECTUS SUPPLEMENT.......................S-5
RISK FACTORS..........................................S-37
CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT..S-59
FORWARD-LOOKING STATEMENTS............................S-59
DESCRIPTION OF THE UNDERLYING MORTGAGE LOANS..........S-59
DESCRIPTION OF THE OFFERED CERTIFICATES..............S-124
YIELD AND MATURITY CONSIDERATIONS....................S-148
THE POOLING AND SERVICING AGREEMENT..................S-153
CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS
  FOR MORTGAGED PROPERTIES LOCATED IN
  NEW YORK AND CALIFORNIA............................S-180
FEDERAL INCOME TAX CONSEQUENCES......................S-181
ERISA CONSIDERATIONS.................................S-184
LEGAL INVESTMENT.....................................S-187
USE OF PROCEEDS......................................S-187
UNDERWRITING.........................................S-187
LEGAL MATTERS........................................S-188
RATING...............................................S-188
GLOSSARY.............................................S-190

                        EXHIBITS TO PROSPECTUS SUPPLEMENT


EXHIBIT A-1   --   CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS AND THE
                   MORTGAGED REAL PROPERTIES

EXHIBIT A-2   --   MORTGAGE POOL INFORMATION

EXHIBIT B     --   FORM OF CERTIFICATE ADMINISTRATOR REPORT

EXHIBIT C     --   DECREMENT TABLES FOR THE OFFERED CERTIFICATES

EXHIBIT D     --   SCHEDULE OF REFERENCE RATES

Exhibit E     --   CLASS A-AB TARGETED PRINCIPAL BALANCE TABLE

EXHIBIT F     --   GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

                                   PROSPECTUS

IMPORTANT NOTICE ABOUT THE INFORMATION
  PRESENTED IN THIS PROSPECTUS...........................3
AVAILABLE INFORMATION; INCORPORATION BY REFERENCE........3
SUMMARY OF PROSPECTUS....................................4
RISK FACTORS............................................12
CAPITALIZED TERMS USED IN THIS PROSPECTUS...............29
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.....29
USE OF PROCEEDS.........................................29
DESCRIPTION OF THE TRUST ASSETS.........................30
YIELD AND MATURITY CONSIDERATIONS.......................53
DESCRIPTION OF THE CERTIFICATES.........................59
DESCRIPTION OF THE GOVERNING DOCUMENTS..................67
DESCRIPTION OF CREDIT SUPPORT...........................77
LEGAL ASPECTS OF MORTGAGE LOANS.........................79
FEDERAL INCOME TAX CONSEQUENCES.........................90
STATE AND OTHER TAX CONSEQUENCES.......................124
ERISA CONSIDERATIONS...................................124
LEGAL INVESTMENT.......................................127
PLAN OF DISTRIBUTION...................................129
LEGAL MATTERS..........................................130
FINANCIAL INFORMATION..................................130
RATING.................................................130
GLOSSARY...............................................132

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

         YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR
TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH
INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL
TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE
ON THE DATE OF THIS DOCUMENT.

                      DEALER PROSPECTUS DELIVERY OBLIGATION

         UNTIL MARCH 28, 2005, ALL DEALERS THAT EFFECT TRANSACTIONS IN THE
OFFERED CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE
REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.
THIS IS IN ADDITION TO THE DEALER'S OBLIGATION TO DELIVER A PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS WHEN ACTING AS AN UNDERWRITER AND
WITH RESPECT TO UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

                                      S-3


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

         We provide information to you about the offered certificates in two
separate documents that progressively provide more detail--

         o  the accompanying prospectus, which provides general information,
            some of which may not apply to the offered certificates, and

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

         You should read both this prospectus supplement and the accompanying
prospectus in full to obtain material information concerning the offered
certificates.

         In addition, we have filed with the Securities and Exchange Commission
a registration statement under the Securities Act of 1933, as amended, with
respect to the offered certificates. This prospectus supplement and the
accompanying prospectus form a part of that registration statement. However,
this prospectus supplement and the accompanying prospectus do not contain all of
the information contained in our registration statement. For further information
regarding the documents referred to in this prospectus supplement and the
accompanying prospectus, you should refer to our registration statement and the
exhibits to it. Our registration statement and the exhibits to it can be
inspected and copied at prescribed rates at the public reference facility
maintained by the SEC at its public reference room, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Information on the operation of the public reference
room can be obtained by calling the SEC at 1-800-SEC-0330. Copies of these
materials can also be obtained electronically through the SEC's internet web
site (http://www.sec.gov).

         The photographs of mortgaged real properties included in this
prospectus supplement are not representative of all the mortgaged real
properties that secure the mortgage loans expected to back the offered
certificates or of any particular type of mortgaged real property.

         This prospectus supplement and the accompanying prospectus include
cross references to sections in these materials where you can find further
related discussions. The Table of Contents in each of this prospectus supplement
and the accompanying prospectus identify the pages where these sections are
located.

                    NOTICE 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 and that compensation will not be
available under the United Kingdom Financial Services Compensation Scheme.


                                      S-4


                        SUMMARY OF PROSPECTUS SUPPLEMENT

         This summary highlights selected information from this prospectus
supplement and does not contain all of the information that you need to consider
in making your investment decision.

         To understand all of the terms of the offered certificates, carefully
read this prospectus supplement and the accompanying prospectus.

         This summary provides an overview of certain information to aid your
understanding and is qualified by the full description presented in this
prospectus supplement and the accompanying prospectus.

                              TRANSACTION OVERVIEW

         The offered certificates will be part of a series of commercial
mortgage pass-through certificates designated as the Series 2004-C5 Commercial
Mortgage Pass-Through Certificates. The series 2004-C5 certificates will consist
of 26 classes. The table below identifies and specifies various characteristics
for 23 of those classes.



                           INITIAL     APPROXIMATE
                            TOTAL      % OF TOTAL                                         ASSUMED
                          PRINCIPAL      INITIAL                                          WEIGHTED                     ASSUMED
            EXPECTED     BALANCE OR    CERTIFICATE  APPROXIMATE PASS-THROUGH   INITIAL    AVERAGE     ASSUMED           FINAL
            RATINGS       NOTIONAL      PRINCIPAL     CREDIT         RATE    PASS-THROUGH  LIFE      PRINCIPAL     DISTRIBUTION
 CLASS    (S&P/MOODY'S)    AMOUNT        BALANCE     SUPPORT    DESCRIPTION     RATE      (YEARS)      WINDOW          DATE
-------   ------------- ------------   -----------  ----------- -----------  ------------ --------   -----------   --------------

  A-1       AAA/Aaa      $64,141,000      3.44%        20.00%      Fixed        3.8830%     2.7      1/05 - 8/09    August 2009
  A-2       AAA/Aaa     $241,510,000     12.94%        20.00%      Fixed        4.1830%     4.9      8/09 - 12/09  December 2009

  A-3       AAA/Aaa     $101,000,000      5.41%        20.00%      Fixed        4.4990%     6.8      7/11 - 11/11  November 2011

  A-AB      AAA/Aaa      $78,557,000      4.21%        20.00%      Fixed        4.5870%     7.2     12/09 - 1/14   January 2014

  A-4       AAA/Aaa     $575,728,000     30.84%        20.00%      Fixed        4.8290%     9.7      1/14 - 12/14  December 2014

 A-1-A      AAA/Aaa     $432,620,000     23.17%        20.00%      Fixed        4.7100%     8.5      1/05 - 12/14  December 2014

  A-J       AAA/Aaa     $100,348,000      5.37%        14.63%      Fixed        4.8890%     10.0    12/14 - 12/14  December 2014

   B         AA/Aa2      $58,342,000      3.12%        11.50%     WAC Cap       4.9290%     10.0    12/14 - 12/14  December 2014

   C        AA-/Aa3      $16,336,000      0.88%        10.63%     WAC Cap       4.9580%     10.0    12/14 - 12/14  December 2014

   D          A/A2       $32,671,000      1.75%         8.88%     WAC Cap       5.0180%     10.0    12/14 - 12/14  December 2014

   E         A-/A3       $25,671,000      1.38%         7.50%     WAC Cap       5.1170%     N/A         N/A             N/A
   F       BBB+/Baa1     $23,336,000      1.25%         6.25%     WAC Cap       5.3240%     N/A         N/A             N/A
   G        BBB/Baa2     $18,670,000      1.00%         5.25%     WAC Cap       5.4230%     N/A         N/A             N/A
   H       BBB-/Baa3     $25,670,000      1.37%         3.88%       WAC         5.5468%     N/A         N/A             N/A
   J        BB+/Ba1       $4,668,000      0.25%         3.63%     WAC Cap       4.6490%     N/A         N/A             N/A
   K         BB/Ba2      $11,668,000      0.62%         3.00%     WAC Cap       4.6490%     N/A         N/A             N/A
   L        BB-/Ba3       $9,335,000      0.50%         2.50%     WAC Cap       4.6490%     N/A         N/A             N/A
   M         NR/B1        $7,001,000      0.37%         2.13%     WAC Cap       4.6490%     N/A         N/A             N/A
   N         NR/B2        $9,335,000      0.50%         1.63%     WAC Cap       4.6490%     N/A         N/A             N/A
   O         NR/B3        $4,667,000      0.25%         1.38%     WAC Cap       4.6490%     N/A         N/A             N/A
   P         NR/NR       $25,671,055      1.38%         0.00%     WAC Cap       4.6490%     N/A         N/A             N/A
  A-X       AAA/Aaa     $1,866,945,055     N/A         N/A      Variable IO     0.0754%     N/A         N/A             N/A
  A-SP      AAA/Aaa     $1,715,166,000     N/A         N/A      Variable IO     0.8537%     N/A         N/A             N/A


         In reviewing the foregoing table, please note that:

         o  Only the class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B, C and D
            certificates are offered by this prospectus supplement.

         o  The ratings shown in the foregoing table are those of Standard &
            Poor's Ratings Services, a division of The McGraw-Hill Companies,
            Inc., and Moody's Investors Service, Inc., respectively. "NR" means
            not rated.

         o  Subject to the discussion under "Rating" in this prospectus
            supplement, the ratings on the offered certificates address the
            likelihood of the timely receipt by holders of all payments of
            interest to which they are entitled on each distribution date and
            the ultimate receipt by holders of all payments of principal to
            which they are entitled on or before the applicable rated final
            distribution date. The rated final distribution date for each class
            of offered certificates is the distribution date in November 2037.

         o  All of the classes in the table shown on this page S-5, except the
            A-X and A-SP classes, will have principal balances. All of the
            classes shown in that table will bear interest. The series 2004-C5
            certificates with principal balances constitute the series 2004-C5
            principal balance certificates.



                                      S-5


         o  For purposes of calculating the accrual of interest, the class A-X
            certificates will have a total notional amount that is, as of any
            date of determination, equal to the then total principal balance of
            the class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B, C, D, E, F, G, H,
            J, K, L, M, N, O and P certificates.

         o  For purposes of calculating the accrual of interest, the class A-SP
            certificates will have a total notional amount that is--

            (1) during the period from the date of initial issuance of the
               series 2004-C5 certificates through and including the
               distribution date in December 2005, the sum of (a) the lesser of
               $55,672,000 and the total principal balance of the class A-1
               certificates outstanding from time to time, (b) the lesser of
               $429,331,000 and the total principal balance of the class A-1-A
               certificates outstanding from time to time, and (c) the total
               principal balance of the class A-2, A-3, A-AB, A-4, A-J, B, C, D
               and E certificates outstanding from time to time;

            (2) 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 $236,441,000 and the total
               principal balance of the class A-2 certificates outstanding from
               time to time, (b) the lesser of $409,947,000 and the total
               principal balance of the class A-1-A certificates outstanding
               from time to time, and (c) the total principal balance of the
               class A-3, A-AB, A-4, A-J, B, C, D and E certificates outstanding
               from time to time;

            (3) 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 $173,517,000 and the total
               principal balance of the class A-2 certificates outstanding from
               time to time, (b) the lesser of $389,798,000 and the total
               principal balance of the class A-1-A certificates outstanding
               from time to time, and (c) the total principal balance of the
               class A-3, A-AB, A-4, A-J, B, C, D and E certificates outstanding
               from time to time;

            (4) 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 $110,334,000 and the total
               principal balance of the class A-2 certificates outstanding from
               time to time, (b) the lesser of $368,898,000 and the total
               principal balance of the class A-1-A certificates outstanding
               from time to time, and (c) the total principal balance of the
               class A-3, A-AB, A-4, A-J, B, C, D and E certificates outstanding
               from time to time;

            (5) 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 $39,720,000 and the total
               principal balance of the class A-AB certificates outstanding from
               time to time, (b) the lesser of $322,151,000 and the total
               principal balance of the class A-1-A certificates outstanding
               from time to time, and (c) the total principal balance of the
               class A-4, A-J, B, C, D and E certificates outstanding from time
               to time;

            (6) 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 $562,658,000 and the total
               principal balance of the class A-4 certificates outstanding from
               time to time, (b) the lesser of $305,206,000 and the total
               principal balance of the class A-1-A certificates outstanding
               from time to time, (c) the total principal balance of the class
               A-J, B and C certificates outstanding from time to time; and (d)
               the lesser of $31,843,000 and the total principal balance of the
               class D certificates outstanding from time to time;

            (7) 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 $465,164,000 and the total
               principal balance of the class A-4 certificates outstanding from
               time to time, (b) the lesser of $261,575,000 and the total
               principal balance of the class A-1-A certificates outstanding
               from time to time, (c) the total principal balance of the class
               A-J, B and C certificates outstanding from time to time; and (d)
               the lesser of $9,061,000 and the total principal balance of the
               class D certificates outstanding from time to time; and

            (8) following the distribution date in December 2011, $0.



                                      S-6


         o  The total initial principal balance or notional amount of any class
            shown in the table on page S-5 may be larger or smaller depending
            on, among other things, the actual initial mortgage pool balance.
            The initial mortgage pool balance may be 5% more or less than the
            amount shown in this prospectus supplement.

         o  Each class identified in the table on page S-5 as having a "Fixed"
            pass-through rate has a fixed pass-through rate that will remain
            constant at the initial pass-through rate shown for that class in
            that table.

         o  Each class identified in the table on page S-5 as having a "WAC"
            pass-through rate has a variable pass-through rate equal to a
            weighted average coupon derived from net interest rates on the
            underlying mortgage loans.

         o  Each class identified in the table on page S-5 as having a "WAC Cap"
            pass-through rate has a variable pass-through rate equal to the
            lesser of--

            (a) the initial pass-through rate shown for that class in that
               table, and

            (b) a weighted average coupon derived from net interest rates on the
               underlying mortgage loans.

         o  The pass-through rate for the class A-SP certificates, for each
            interest accrual period through and including the November 2011
            interest accrual period, will equal the weighted average of the
            respective strip rates, which we refer to as class A-SP strip rates,
            at which interest accrues from time to time on the respective
            components of the total notional amount of the class A-SP
            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-C5 principal
            balance certificates. If the entire total principal balance of any
            class of series 2004-C5 principal balance certificates is identified
            as being part of the total notional amount of the class A-SP
            certificates immediately prior to any distribution date, then that
            total principal balance will, in its entirety, represent a separate
            component of the total notional amount of the class A-SP
            certificates for purposes of calculating the accrual of interest
            during the related interest accrual period. If only part of the
            total principal balance of any class of series 2004-C5 principal
            balance certificates is identified as being part of the total
            notional amount of the class A-SP certificates immediately prior to
            any distribution date, then that particular portion of the total
            principal balance of that class of series 2004-C5 principal balance
            certificates will represent a separate component of the total
            notional amount of the class A-SP 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 November 2011
            interest accrual period, on any particular component of the total
            notional amount of the class A-SP certificates immediately prior to
            the related distribution date, the applicable class A-SP strip rate
            will equal the excess, if any, of:

            (1) the lesser of (a) the reference rate specified on Exhibit D to
                this prospectus supplement with respect to the related
                distribution date and (b) a weighted average coupon derived
                from net interest rates on the underlying mortgage loans, over

            (2) the pass-through rate in effect during the subject interest
                accrual period for the class of series 2004-C5 principal
                balance certificates whose total principal balance, or a
                designated portion thereof, comprises such component.

            Following the November 2011 interest accrual period, the class
            A-SP certificates will cease to accrue interest. In connection
            therewith, the class A-SP certificates will have a 0% pass-through
            rate for the December 2011 interest accrual period and for each
            interest accrual period thereafter.

         o  The pass-through rate for the class A-X certificates for any
            interest accrual period will equal the weighted average of the
            respective strip rates, which we refer to as class A-X strip rates,
            at which interest accrues from time to time on the respective
            components of the total notional amount of the class A-X
            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-C5 principal
            balance certificates. In general, the total principal balance of
            each class of series 2004-C5 principal balance certificates will
            constitute a separate component of the total notional amount of the
            class A-X certificates. However, if a portion, but not all, of the
            total principal balance of any such class of series 2004-C5


                                      S-7


            principal balance certificates is identified as being part of the
            total notional amount of the class A-SP certificates immediately
            prior to any distribution date, then that identified portion of such
            total principal balance will represent one separate component of the
            total notional amount of the class A-X 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 total
            notional amount of the class A-X 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 November 2011
            interest accrual period, on any particular component of the total
            notional amount of the class A-X certificates immediately prior to
            the related distribution date, the applicable class A-X 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-C5 principal
                balance certificates, and if such total principal balance also
                constitutes, in its entirety, a component of the total notional
                amount of the class A-SP certificates immediately prior to the
                related distribution date, then the applicable class A-X strip
                rate will equal the excess, if any, of (a) a weighted average
                coupon derived from net interest rates on the underlying
                mortgage loans, over (b) the reference rate specified on Exhibit
                D to this prospectus supplement with respect to the related
                distribution date;

            (2) if such particular component consists of a designated portion
                (but not all) of the total principal balance of any class of
                series 2004-C5 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 A-SP certificates immediately prior to the related
                distribution date, then the applicable class A-X strip rate will
                equal the excess, if any, of (a) a weighted average coupon
                derived from net interest rates on the underlying mortgage
                loans, over (b) the reference rate specified on Exhibit D to
                this prospectus supplement with respect to the related
                distribution date;

            (3) if such particular component consists of the entire total
                principal balance of any class of series 2004-C5 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 A-SP certificates immediately
                prior to the related distribution date, then the applicable
                class A-X strip rate will equal the excess, if any, of (a) a
                weighted average coupon derived from net interest rates on the
                underlying mortgage loans, over (b) the pass-through rate in
                effect during the subject interest accrual period for the
                subject class of series 2004-C5 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-C5 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
                A-SP certificates immediately prior to the related distribution
                date, then the applicable class A-X strip rate will equal the
                excess, if any, of (a) a weighted average coupon derived from
                net interest rates on the underlying mortgage loans, over (b)
                the pass-through rate in effect during the subject interest
                accrual period for the subject class of series 2004-C5 principal
                balance certificates.

            Notwithstanding the foregoing, for purposes of accruing interest
            on the class A-X certificates during each interest accrual period
            subsequent to the November 2011 interest accrual period, the
            total principal balance of each class of series 2004-C5 principal
            balance certificates will constitute a single separate component
            of the total notional amount of the class A-X certificates, and
            the applicable class A-X strip rate with respect to each such
            component for each such interest accrual period will equal the
            excess, if any, of (a) a weighted average coupon derived from net
            interest rates on the underlying mortgage loans, over (b) the
            pass-through rate in effect during the subject interest accrual
            period for the class of series 2004-C5 principal balance
            certificates whose principal balance makes up such component.

         o  The references to "net interest rates on the underlying mortgage
            loans" in the four preceding bullets mean, as to any particular
            underlying mortgage loan, an interest rate that is generally equal
            to the related mortgage interest rate in effect as of the date of
            initial issuance of the offered certificates, minus the sum of the
            annual rates at which the related master servicing fee, including
            the primary servicing fee, and the trustee fee, including the
            certificate administrator fee, are calculated; provided that, if the
            subject mortgage loan accrues interest on the basis of the actual
            number of days elapsed during any one-month interest accrual period
            in a year assumed to consist of 360 days, then, in some months, the
            foregoing rate for that mortgage



                                      S-8


            loan will be converted to an annual rate that would produce an
            equivalent amount of interest accrued on the basis of an assumed
            360-day year consisting of 12 30-day months.

         o  The initial pass-through rates shown in the table on page S-5 for
            the class H, A-X and A-SP certificates are approximate.

         o  As to any given class of offered certificates shown in the table on
            page S-5, the assumed weighted average life, the assumed principal
            window and the assumed final distribution date have been calculated
            assuming, among other things, that--

            1. any of the underlying mortgage loans with an anticipated
               repayment date will be repaid in full on that date,

            2. there are otherwise no voluntary or involuntary prepayments with
               respect to the underlying mortgage loans, and

            3. there are no defaults with respect to the underlying mortgage
               loans.

         o  As to any given class of offered certificates shown in the table on
            page S-5, the assumed weighted average life is the average amount of
            time in years between the assumed settlement date for the offered
            certificates and the payment of each dollar of principal on that
            class.

         o  As to any given class of offered certificates shown in the table on
            page S-5, the assumed principal window is the period during which
            holders of that class would receive distributions of principal.

         o  As to any given class of offered certificates shown in the table on
            page S-5, the assumed final distribution date is the distribution
            date on which the last distribution of principal and interest is
            assumed to be made on that class.

         o  The class R, LR and V certificates are not represented in the table
            on page S-5. They do not have principal balances, notional amounts
            or pass-through rates.

         The document that will govern the issuance of the series 2004-C5
certificates, the creation of the related trust fund and the servicing and
administration of the underlying mortgage loans will be a pooling and servicing
agreement to be dated as of December 1, 2004, between us, as depositor, and a
trustee, a certificate administrator, a master servicer and a special servicer.

         The series 2004-C5 certificates will evidence the entire beneficial
ownership of a trust fund that we intend to establish. The primary assets of
that trust fund will be a segregated pool of commercial and multifamily mortgage
loans. Those mortgage loans will provide for monthly debt service payments and,
except as described under "--The Underlying Mortgage Loans" below, will have
fixed mortgage interest rates in the absence of default. We will acquire those
mortgage loans, for deposit in the trust fund, from four separate mortgage loan
sellers.

         The pool of mortgage loans that we intend to include in the trust fund
will have the following general characteristics as of their respective due dates
in December 2004. All percentages are approximate. To better understand the
following information, see the discussion under "--The Underlying Mortgage
Loans" below.




     Initial mortgage pool balance.................................................................    $1,866,945,055
     Number of underlying mortgage loans...........................................................               228
     Number of mortgaged real properties...........................................................               234

     Greatest cut-off date principal balance.......................................................      $320,000,000
     Smallest cut-off date principal balance.......................................................          $413,262
     Average cut-off date principal balance........................................................        $8,188,356

     Highest annual mortgage interest rate.........................................................           8.9800%
     Lowest annual mortgage interest rate..........................................................           4.4000%
     Weighted average annual mortgage interest rate................................................           5.5850%

     Longest original term to maturity or anticipated repayment date...............................        300 months
     Shortest original term to maturity or anticipated repayment date..............................         60 months
     Weighted average original term to maturity or anticipated repayment date......................        110 months




                                      S-9



      Longest remaining term to maturity or anticipated repayment date..............................       260 months
      Shortest remaining term to maturity or anticipated repayment date.............................        47 months
      Weighted average remaining term to maturity or anticipated repayment date.....................       108 months

      Highest debt service coverage ratio, based on underwritten net cash flow......................           11.30x
      Lowest debt service coverage ratio, based on underwritten net cash flow.......................            1.15x
      Weighted average debt service coverage ratio, based on underwritten net cash flow.............            1.43x

      Highest cut-off date loan-to-value ratio......................................................            88.7%
      Lowest cut-off date loan-to-value ratio.......................................................             6.5%
      Weighted average cut-off date loan-to-value ratio.............................................            72.0%


         In reviewing the foregoing table, please note that:

         o  The mortgaged real property identified on Exhibit A-1 to this
            prospectus supplement as Eastgate Mall secures, on a subordinated
            basis, two (2) junior mortgage loans, with a total cut-off date
            principal balance of $11,300,000, that will not be included in the
            trust fund. One of those two (2) junior Eastgate Mall
            outside-the-trust fund mortgage loans is more subordinate than the
            other. Loan-to-value and debt service coverage information shown in
            this prospectus supplement, including in the table above, with
            respect to the Eastgate Mall underlying mortgage loan will be
            calculated, unless expressly indicated otherwise, without regard to
            the two (2) junior Eastgate Mall outside-the-trust fund mortgage
            loans.

         o  The mortgaged real property identified on Exhibit A-1 to this
            prospectus supplement as FedEx-Midway secures, on a subordinated
            basis subject to a related intercreditor agreement, one (1) junior
            mortgage loan, with a cut-off date principal balance of
            $2,736,615.33, that will not be included in the trust fund.
            Loan-to-value and debt service coverage information shown in this
            prospectus supplement, including in the table above, with respect to
            the FedEx-Midway underlying mortgage loan will be calculated, unless
            expressly indicated otherwise, without regard to the junior
            FedEx-Midway outside-the-trust fund mortgage loan.

         o  In the case of five (5) of the underlying mortgage loans other than
            the underlying mortgage loan referred to in the immediately
            preceding paragraph, which represent 2.7% of the initial mortgage
            pool balance, each borrower has encumbered the related mortgaged
            real property with junior debt that is evidenced by a separate
            promissory note. Each such junior loan is secured by the same
            mortgage or deed of trust that secures the related underlying
            mortgage loan. None of the statistical information regarding those
            five (5) mortgage loans provided in this prospectus supplement
            includes any numerical information with respect to those junior
            loans. For more information regarding these loans, see "Description
            of the Underlying Mortgage Loans--The A/B Loan Pairs" in this
            prospectus supplement.

         o  The underwritten net cash flow for any mortgaged real property is an
            estimated number based on numerous assumptions that may not
            necessarily reflect recent historical performance and may not
            ultimately prove true.

         For purposes of calculating distributions on the respective classes of
the series 2004-C5 certificates, the underlying mortgage loans will be divided
into the following two loan groups:

         o  Loan group no. 1, which will consist of all of the underlying
            mortgage loans that are secured by property types other than
            multifamily and mobile home park, together with 24 underlying
            mortgage loans that are secured by multifamily and mobile home park
            property types. Loan group no. 1 will consist of 149 mortgage loans,
            with an initial loan group no. 1 balance of $1,434,325,027
            representing approximately 76.8% of the initial mortgage pool
            balance.

         o  Loan group no. 2, which will consist of all but 24 of the underlying
            mortgage loans that are secured by the multifamily and mobile home
            park property types. Loan group no. 2 will consist of 79 mortgage
            loans, with an initial loan group no. 2 balance of $432,620,028,
            representing approximately 23.2% of the initial mortgage pool
            balance.

Exhibit A-1 to this prospectus supplement identifies which underlying mortgage
loans are included in each of loan group no. 1 and loan group no. 2.




                                      S-10




                            RELEVANT PARTIES/ENTITIES




TRUST FUND................................  CSFB Commercial Mortgage Trust 2004-C5, a New York common law
                                            trust, will issue the series 2004-C5 certificates. The primary
                                            assets of the issuing trust fund will be the mortgage loans that
                                            we are acquiring from the four mortgage loan sellers.

DEPOSITOR.................................  Credit Suisse First Boston Mortgage Securities Corp., a Delaware
                                            corporation and an affiliate of one of the mortgage loan sellers
                                            and one of the underwriters, will create the issuing trust fund
                                            and transfer the subject mortgage loans to it. Our principal
                                            executive office is located at Eleven Madison Avenue, New York,
                                            New York 10010. All references to "we," "us" and "our" in this
                                            prospectus supplement and the accompanying prospectus are
                                            intended to mean Credit Suisse First Boston Mortgage Securities
                                            Corp. See "Credit Suisse First Boston Mortgage Securities Corp."
                                            in the accompanying prospectus.

MASTER SERVICER...........................  KeyCorp Real Estate Capital Markets, Inc., an Ohio corporation,
                                            will act as master servicer with respect to the mortgage pool. It
                                            is a wholly-owned subsidiary of KeyBank National Association, one
                                            of the mortgage loan sellers, and it is an affiliate of McDonald
                                            Investments Inc., one of the underwriters. Its servicing offices
                                            are located at 911 Main Street, Suite 1500, Kansas City, Missouri
                                            64105. See "The Pooling and Servicing Agreement--The Master
                                            Servicer and the Special Servicer" in this prospectus supplement.

SPECIAL SERVICER..........................  Lennar Partners, Inc., a Florida corporation and a subsidiary of
                                            LNR Property Corporation, will act as special servicer with
                                            respect to the mortgage pool. Its servicing offices are located
                                            at 1601 Washington Avenue, Suite 700, Miami Beach, Florida 33139.
                                            See "The Pooling and Servicing Agreement--The Master Servicer and
                                            the Special Servicer" in this prospectus supplement.

                                            The special servicer will, in general, be responsible for
                                            servicing and administering:

                                            o underlying mortgage loans that, in general, are in default or
                                              as to which default is reasonably foreseeable; and

                                            o any real estate acquired by the trust fund upon foreclosure of
                                              a defaulted underlying mortgage loan.

                                            The special servicer and its affiliates will be permitted to
                                            purchase series 2004-C5 certificates.

                                            The holders of a majority interest in the series 2004-C5
                                            controlling class can replace the special servicer, with or
                                            without cause, in respect of the entire mortgage pool.

PRIMARY SERVICERS.........................  KeyCorp Real Estate Capital Markets, Inc. will act as primary
                                            servicer with respect to 155 of the underlying mortgage loans
                                            representing 75.8% of the initial mortgage pool balance. GMAC
                                            Commercial Mortgage Corp. ("GMACCM") will act as primary servicer
                                            with respect to 55 of the underlying mortgage loans representing
                                            19.0% of the initial mortgage pool balance. Certain other parties
                                            will act as primary servicer with respect to 18 underlying
                                            mortgage loans, representing 5.2% of the initial mortgage pool
                                            balance. See "The Pooling and Servicing Agreement--Servicing Under
                                            the Pooling and Servicing Agreement" and "--Servicing and Other
                                            Compensation and Payment of Expenses."

TRUSTEE...................................  Wells Fargo Bank, N.A., a national banking association, will act
                                            as trustee on behalf of the series 2004-C5 certificateholders. It
                                            maintains an office at 9062 Old Annapolis Road, Columbia, Maryland
                                            21045-1951. See "The Pooling and



                                                     S-11


                                            Servicing Agreement--The Trustee and the Certificate Administrator"
                                            in this prospectus supplement.

CERTIFICATE ADMINISTRATOR.................  LaSalle Bank National Association, a national banking association,
                                            which is also one of the mortgage loan sellers and an affiliate of
                                            one of the underwriters, will act as the certificate
                                            administrator, registrar and paying agent. The certificate
                                            administrator's address is 135 South LaSalle Street, Suite 1625,
                                            Chicago, Illinois 60603, Attention: Global Securitization Trust
                                            Services Group, CSFB 2004-C5. See "The Pooling and Servicing
                                            Agreement--The Trustee and the Certificate Administrator" in this
                                            prospectus supplement.

CONTROLLING CLASS OF SERIES 2004-C5
CERTIFICATEHOLDERS........................  At any time of determination, the controlling class of series
                                            2004-C5 certificateholders will be the holders of the most
                                            subordinate class of series 2004-C5 certificates, exclusive of the
                                            A-X, A-SP, R, LR and V classes, that has a total principal balance
                                            at least equal to 25% of the total initial principal balance of
                                            that class. However, if no class of series 2004-C5 certificates,
                                            exclusive of the A-X, A-SP, R, LR and V classes, has a total
                                            principal balance at least equal to 25% of the total initial
                                            principal balance of that class, then the controlling class of
                                            series 2004-C5 certificateholders will be the holders of the most
                                            subordinate class of series 2004-C5 certificates, exclusive of the
                                            A-X, A-SP, R, LR and V classes, that has a total principal balance
                                            greater than zero. For purposes of determining the controlling
                                            class of series 2004-C5 certificateholders, the class A-1, A-2,
                                            A-3, A-AB, A-4 and A-1-A certificateholders will be considered a
                                            single class. See "The Pooling and Servicing Agreement--The Series
                                            2004-C5 Directing Certificateholder and the Series 2004-C5
                                            Controlling Class" in this prospectus supplement.

SERIES 2004-C5 DIRECTING
CERTIFICATEHOLDER.........................  The series 2004-C5 directing certificateholder will, in general,
                                            be a certificateholder (or, in the case of a class of book-entry
                                            certificates, a beneficial owner) of the series 2004-C5
                                            controlling class selected by holders (or beneficial owners) of
                                            series 2004-C5 certificates representing a majority interest in
                                            the series 2004-C5 controlling class.

                                            As and to the extent described under "The Pooling and Servicing
                                            Agreement--The Series 2004-C5 Directing Certificateholder and the
                                            Series 2004-C5 Controlling Class" in this prospectus supplement,
                                            the series 2004-C5 directing certificateholder may direct the
                                            special servicer with respect to various servicing matters
                                            involving the underlying mortgage loans.

                                            See "Description of the Underlying Mortgage Loans--Certain Matters
                                            Regarding the Eastgate Mall Mortgage Loan" and "--Certain Matters
                                            Regarding the FedEx-Midway Mortgage Loan" and "The Pooling and
                                            Servicing Agreement--The Series 2004-C5 Directing
                                            Certificateholder and the Series 2004-C5 Controlling Class" in
                                            this prospectus supplement.

                                            If any mortgage loan in the trust fund becomes delinquent as to
                                            any balloon payment or becomes 60 days delinquent as to any other
                                            monthly debt service payment (in each case without giving effect
                                            to any applicable grace period) or becomes a specially serviced
                                            mortgage loan as a result of any non-monetary event of default,
                                            then the series 2004-C5 directing certificateholder or the special
                                            servicer may, at its option, purchase that mortgage loan from the
                                            trust fund at the price and on the terms described under "The
                                            Pooling and Servicing Agreement--Fair Value Purchase Option" in
                                            this prospectus supplement.



                                                     S-12


EASTGATE MALL
COMPANION LENDERS.........................  The mortgaged real property identified on Exhibit A-1 to this
                                            prospectus supplement as Eastgate Mall secures, on a subordinate
                                            basis relative to the Eastgate Mall underlying mortgage loan, two
                                            (2) junior mortgage loans that will not be part of the trust fund.
                                            Those two (2) junior Eastgate Mall outside-the-trust fund mortgage
                                            loans have cut-off date principal balances of $3,550,000 and
                                            $7,750,000, respectively. The junior Eastgate Mall
                                            outside-the-trust fund mortgage loan with a $3,550,000 cut-off
                                            date principal balance is senior in right of payment to the other
                                            junior Eastgate Mall outside-the-trust fund mortgage loan.

                                            Subject to the terms of the related intercreditor agreement, each
                                            holder of a junior Eastgate Mall outside-the-trust fund mortgage
                                            loan will be entitled to:

                                            o consult with the special servicer with respect to various
                                              servicing matters involving the Eastgate Mall loan group;

                                            o consent to various servicing matters involving the Eastgate Mall
                                              loan group;

                                            o purchase the Eastgate Mall underlying mortgage loan under
                                              various default scenarios; and

                                            o cure defaults with respect to the Eastgate Mall underlying
                                              mortgage loan.

                                            Notwithstanding the foregoing, if either junior Eastgate Mall
                                            outside-the-trust fund mortgage loan is held by the related
                                            borrower or an affiliate of the related borrower, then the holder
                                            of such junior Eastgate Mall outside-the-trust fund mortgage loan
                                            will generally have no rights other than the receipt of payments
                                            thereunder.

                                            See "Description of the Underlying Mortgage Loans--Certain Matters
                                            Regarding the Eastgate Mall Mortgage Loan" and "--Significant
                                            Mortgage Loans--Eastgate Mall" in this prospectus supplement.

FEDEX-MIDWAY
COMPANION LENDER..........................  The mortgaged real property identified on Exhibit A-1 to this
                                            prospectus supplement as FedEx-Midway secures, on a subordinate
                                            basis relative to the FedEx-Midway underlying mortgage loan
                                            subject to the terms of an intercreditor agreement, one (1) junior
                                            mortgage loan that will not be part of the trust fund. The
                                            junior FedEx-Midway outside-the-trust fund mortgage loan has a
                                            cut-off date principal balance of $2,736,615.33.

                                            The holder of the junior FedEx-Midway outside-the-trust fund
                                            mortgage loan will be entitled to exercise certain limited rights
                                            with respect to servicing matters affecting the FedEx-Midway
                                            underlying mortgage loan and the junior FedEx-Midway
                                            outside-the-trust fund mortgage loan. In addition, the holder of
                                            the junior FedEx-Midway outside-the-trust fund mortgage loan (or
                                            its designee) will also be entitled to:

                                            o consult with the special servicer and master servicer with
                                              respect to various servicing matters involving the FedEx-Midway
                                              loan group;

                                            o consent to various servicing matters involving the FedEx-Midway
                                              loan group and direct certain other servicing matters involving
                                              the FedEx-Midway loan group;

                                            o purchase the FedEx-Midway underlying mortgage loan under various
                                              default scenarios; and




                                                     S-13



                                            o  cure defaults with respect to the FedEx-Midway underlying
                                               mortgage loan.

                                            See "Description of the Underlying Mortgage Loans--Certain Matters
                                            Regarding the FedEx-Midway Mortgage Loan" in this prospectus
                                            supplement.

UNDERWRITERS..............................  Credit Suisse First Boston LLC, ABN AMRO Incorporated, KeyBanc
                                            Capital Markets, a Division of McDonald Investments Inc., and J.P.
                                            Morgan Securities Inc. are the underwriters with respect to this
                                            offering. Credit Suisse First Boston LLC and ABN AMRO Incorporated
                                            will be the co-lead managers and Credit Suisse First Boston LLC
                                            will be the sole book running manager. KeyBanc Capital Markets and
                                            J.P. Morgan Securities Inc. will be the co-managers. Credit Suisse
                                            First Boston LLC is an affiliate of us and Column Financial, Inc.,
                                            one of the mortgage loan sellers. ABN AMRO Incorporated is an
                                            affiliate of LaSalle Bank National Association, which is also one
                                            of the mortgage loan sellers and the certificate administrator,
                                            registrar and paying agent. KeyBanc Capital Markets is a trade
                                            name under which corporate and investment banking services of
                                            KeyCorp and its subsidiaries, including McDonald Investments Inc.
                                            and KeyBank National Association, are marketed to institutional
                                            clients. McDonald Investments Inc. is an affiliate of KeyBank
                                            National Association, one of the mortgage loan sellers, and of
                                            KeyCorp Real Estate Capital Markets, Inc., a primary servicer and
                                            the master servicer.

MORTGAGE LOAN SELLERS.....................  We will acquire the mortgage loans that are to back the offered
                                            certificates from four separate mortgage loan sellers:

                                            o  Column Financial, Inc., a Delaware corporation. It is an
                                               affiliate of us and of Credit Suisse First Boston LLC, one of
                                               the underwriters. Column Financial, Inc. maintains an office at
                                               3414 Peachtree Road, N.E., Suite 1140, Atlanta, Georgia 30326;

                                            o  KeyBank National Association, a national banking association.
                                               It is the parent of KeyCorp Real Estate Capital Markets, Inc.,
                                               a primary servicer and the master servicer, and is an affiliate
                                               of McDonald Investments Inc., one of the underwriters. KeyBank
                                               National Association maintains an office at Key Tower, 127
                                               Public Square, Cleveland, Ohio 44114;

                                            o  LaSalle Bank National Association, a national banking
                                               association. It is an affiliate of ABN AMRO Incorporated, one
                                               of the underwriters, and will also serve as the certificate
                                               administrator, registrar and paying agent. LaSalle Bank
                                               National Association maintains an office at 135 South LaSalle
                                               Street, Chicago, Illinois 60603; and

                                            o  Lehman Brothers Holdings Inc., a Delaware corporation. Lehman
                                               Brothers Holdings Inc. maintains an office at 745 Seventh
                                               Avenue, New York, New York 10019.

                                            See "Description of the Underlying Mortgage Loans--The Mortgage
                                            Loan Sellers" in this prospectus supplement.

                          SIGNIFICANT DATES AND PERIODS

CUT-OFF DATE..............................  All payments and collections received on each of the underlying
                                            mortgage loans after its due date in December 2004 (and with
                                            respect to any mortgage loan originated in December 2004, the date
                                            of the origination of such mortgage loan), excluding any payments
                                            or collections that represent amounts due on or before that date,
                                            will belong to the trust fund. The respective due dates for the
                                            underlying mortgage loans in December 2004 (and with respect to
                                            any mortgage loan originated in December 2004, the date of the
                                            origination of such mortgage



                                                     S-14


                                            loan) are individually and collectively considered the cut-off
                                            date for the trust fund.

ISSUE DATE................................  The date of initial issuance for the series 2004-C5 certificates
                                            will be on or about December 28, 2004.

DUE DATES.................................  Subject, in some cases, to a next business day convention, the
                                            dates on which monthly installments of principal and/or interest
                                            will be due on the underlying mortgage loans are as follows:

                                                                                              % OF INITIAL
                                                                        NUMBER OF               MORTGAGE
                                                DUE DATE             MORTGAGE LOANS           POOL BALANCE
                                            ----------------      --------------------      -----------------
                                                  11th                     133                    64.4%
                                                   1st                      95                    35.6%

DETERMINATION DATE........................  The monthly cut-off for collections on the underlying mortgage
                                            loans that are to be distributed, and information regarding the
                                            underlying mortgage loans that is to be reported, to the holders
                                            of the series 2004-C5 certificates on any distribution date will
                                            be the close of business on the determination date in the same
                                            month as that distribution date. The determination date will be
                                            the 11th calendar day of each month, commencing with January 2005,
                                            or, if the 11th calendar day of any such month is not a business
                                            day, then the next succeeding business day.

DISTRIBUTION DATE.........................  Distributions on the series 2004-C5 certificates are scheduled to
                                            occur monthly, commencing in January 2005. During any given month,
                                            the distribution date will be the fourth business day following
                                            the determination date in that month.

RECORD DATE...............................  The record date for each monthly distribution on a series 2004-C5
                                            certificate will be the last business day of the prior calendar
                                            month. The registered holders of the series 2004-C5 certificates
                                            at the close of business on each record date will be entitled to
                                            receive any distribution on those certificates on the following
                                            distribution date, except that the final distribution of principal
                                            and/or interest on any offered certificate 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.

COLLECTION PERIOD.........................  Amounts available for distribution on the series 2004-C5
                                            certificates on any distribution date will depend on the payments
                                            and other collections received, and any advances of payments due,
                                            on or with respect to the underlying mortgage loans during the
                                            related collection period. Each collection period--

                                            o will relate to a particular distribution date,

                                            o will begin when the prior collection period ends or, in the case
                                              of the first collection period, will begin as of the issue date,
                                              and

                                            o will end at the close of business on the determination date that
                                              occurs in the same month as the related distribution date.

INTEREST ACCRUAL PERIOD...................  The amount of interest payable with respect to the interest-bearing
                                            classes of the series 2004-C5 certificates on any distribution
                                            date will be a function of the interest accrued during the related
                                            interest accrual period. The interest accrual period for any
                                            distribution date will be the calendar month immediately preceding
                                            the month in which that distribution date occurs.



                                                     S-15


                            THE OFFERED CERTIFICATES

GENERAL...................................  The series 2004-C5 certificates offered by this prospectus
                                            supplement are the class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B,
                                            C and D certificates. Each class of offered certificates will have
                                            the total initial principal balance and pass-through rate set
                                            forth in the table on page S-5 or otherwise described under
                                            "--Transaction Overview" above. There are no other securities
                                            offered by this prospectus supplement.

DISTRIBUTIONS

A.   PRIORITY OF DISTRIBUTIONS............  The certificate administrator will make distributions of interest
                                            and, if and when applicable, principal, to the following classes
                                            of series 2004-C5 certificateholders, in the following order:

                                                DISTRIBUTION ORDER                      CLASS
                                            -------------------------   --------------------------------------
                                                        1st              A-1, A-2, A-3, A-AB, A-4, A-1-A, A-X
                                                                                       and A-SP
                                                        2nd                              A-J
                                                        3rd                               B
                                                        4th                               C
                                                        5th                               D
                                                    Thereafter              The Other Non-Offered Classes,
                                                                         Exclusive of the R, LR and V Classes

                                            Interest distributions with respect to the A-1, A-2, A-3, A-AB,
                                            A-4, A-1-A, A-X and A-SP classes are to be made concurrently:

                                            o  in the case of the A-1, A-2, A-3, A-AB and A-4 classes, on a
                                               pro rata basis in accordance with the respective interest
                                               entitlements evidenced by those classes of certificates, from
                                               available funds attributable to loan group no. 1;

                                            o  in the case of the A-1-A class, from available funds
                                               attributable to loan group no. 2; and

                                            o  in case of the A-X and A-SP classes, on a pro rata basis in
                                               accordance with the respective interest entitlements evidenced
                                               by those classes, from available funds attributable to loan
                                               group no. 1 and/or loan group no. 2;

                                            provided that, if the foregoing would result in a shortfall in the
                                            interest distributions on any of the A-1, A-2, A-3, A-AB, A-4,
                                            A-1-A, A-X and/or A-SP classes, then distributions of interest
                                            will be made on those classes of series 2004-C5 certificates, on a
                                            pro rata basis in accordance with the respective interest
                                            entitlements evidenced by those classes, from available funds
                                            attributable to the entire mortgage pool.

                                            Allocation of principal distributions among the A-1, A-2, A-3,
                                            A-AB, A-4 and A-1-A classes is described under
                                            "--Distributions--Principal Distributions" below. The class A-X,
                                            A-SP, R, LR and V certificates do not have principal balances and
                                            do not entitle holders to distributions of principal.

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

                                                     S-16


B.   INTEREST DISTRIBUTIONS...............  Each class of series 2004-C5 certificates, other than the class R,
                                            class LR and class V certificates, will bear interest. With
                                            respect to each interest-bearing class of series 2004-C5
                                            certificates, that interest will accrue during each interest
                                            accrual period based upon:

                                            o  the pass-through rate with respect to that class for that
                                               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.

                                            However, the class A-SP certificates will not accrue interest
                                            beyond the November 2011 interest accrual period.

                                            If a whole or partial voluntary prepayment (or, to the extent it
                                            results from the receipt of insurance proceeds or a condemnation
                                            award, a whole or partial involuntary prepayment) on an underlying
                                            mortgage loan is not accompanied by the amount of one full month's
                                            interest on the prepayment, then, as and to the extent described
                                            under "Description of the Offered
                                            Certificates--Distributions--Interest Distributions" in this
                                            prospectus supplement, the resulting interest shortfall may be
                                            allocated to reduce the amount of accrued interest otherwise
                                            payable to the holders of all of the interest-bearing classes of
                                            the series 2004-C5 certificates, including the offered
                                            certificates, on a pro rata basis in accordance with the
                                            respective amounts of interest actually accrued on those classes
                                            during the corresponding interest accrual period.

                                            On each distribution date, subject to available funds and the
                                            distribution priorities described under "--Distributions--Priority
                                            of Distributions" 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
                                            "--Distributions--Priority of Distributions" in this prospectus
                                            supplement.

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

                                            o  available funds,

                                            o  the distribution priorities described under
                                               "--Distributions--Priority of Distributions" above, and

                                            o  the reductions to 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.

                                            However, if the master servicer or the trustee reimburses itself
                                            out of general collections on the mortgage pool for any advance
                                            that it or the special servicer has determined is not recoverable
                                            out of collections on the related underlying mortgage loan, then
                                            that advance (together with accrued interest thereon) will be
                                            deemed, to the fullest extent permitted, to be reimbursed first
                                            out of payments and other collections of principal otherwise
                                            distributable on the series 2004-C5



                                                     S-17


                                            certificates, prior to being deemed reimbursed out of payments and
                                            other collections of interest otherwise distributable on the
                                            series 2004-C5 certificates.

                                            Additionally, in the event that any advance (including any
                                            interest accrued thereon) with respect to a defaulted underlying
                                            mortgage loan remains unreimbursed following the time that such
                                            underlying mortgage loan is modified and returned to performing
                                            status, the master servicer, the special servicer or the trustee,
                                            as applicable, will be entitled to reimbursement for that advance
                                            (even though that advance is not deemed nonrecoverable out of
                                            collections on the related underlying mortgage loan), on a monthly
                                            basis, out of - but solely out of - payments and other collections
                                            of principal on all the underlying mortgage loans after the
                                            application of those principal payments and collections to
                                            reimburse any party for nonrecoverable debt service advances
                                            and/or servicing advances as described in the prior paragraph
                                            (thereby reducing the amount of principal otherwise distributable
                                            on the series 2004-C5 certificates on the related distribution
                                            date). If any such advance is not reimbursed in whole on any
                                            distribution date due to insufficient 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 underlying mortgage loan, then the
                                            master servicer or the trustee, 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.

                                            The certificate administrator must make principal distributions in
                                            a specified sequential order, taking account of whether the
                                            payments (or advances in lieu thereof) and other collections of
                                            principal that are to be distributed were received and/or made
                                            with respect to underlying mortgage loans in loan group no. 1 or
                                            underlying mortgage loans in loan group no. 2, such that:

                                            o  no principal distributions will be made to the holders of any
                                               of the class E, F, G, H, J, K, L, M, N, O or P certificates
                                               until the total principal balance of the offered certificates
                                               is reduced to zero;

                                            o  no principal distributions will be made to the holders of the
                                               class A-J, B, C or D certificates until, in the case of each of
                                               those classes, the total principal balance of all more senior
                                               classes of offered certificates is reduced to zero;

                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal with respect to loan group no. 1
                                               will be made to the holders of the class A-1-A certificates
                                               until the total principal balance of the class A-1, A-2, A-3,
                                               A-AB and A-4 certificates is reduced to zero;

                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal with respect to loan group no. 2
                                               will be made to the holders of the class A-1, A-2, A-3, A-AB
                                               and/or A-4 certificates until the total principal balance of
                                               the class A-1-A certificates is reduced to zero;

                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal will be made to the holders of
                                               the class A-4 certificates until the total principal balance of
                                               the class A-1, A-2, A-3 and A-AB certificates is reduced to
                                               zero;

                                                     S-18


                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal will be made to the holders of
                                               the class A-AB certificates until the distribution date in
                                               December 2009 (the first distribution date on which the
                                               schedule on Exhibit E targets a principal balance for such
                                               class that is less than its initial balance), unless the total
                                               principal balances of the class A-1, class A-2 and class A-3
                                               certificates are reduced to zero prior to such date;

                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal will be made to the holders of
                                               the class A-3 certificates until the total principal balance of
                                               the class A-1 and A-2 certificates is reduced to zero and the
                                               total principal balance of the class A-AB certificates is
                                               reduced to the balance set forth for such distribution date on
                                               Exhibit E;

                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal will be made to the holders of
                                               the class A-2 certificates until the total principal balance of
                                               the class A-1 certificates is reduced to zero and the total
                                               principal balance of the class A-AB certificates is reduced to
                                               the balance set forth for such distribution date on Exhibit E;

                                            o  except as described in the paragraph following these bullets,
                                               no distributions of principal will be made to the holders of
                                               the class A-1 certificates until the total principal balance of
                                               the class A-AB certificates is reduced to the balance set forth
                                               for such distribution date on Exhibit E; and

                                            o  except as described in the following paragraph, no
                                               distributions of principal will be made to the holders of the
                                               class A-AB certificates in excess of the amount necessary to
                                               reduce the principal balance to the balance set forth for such
                                               distribution date on Exhibit E until the total principal
                                               balance of the class A-1, A-2 and A-3 certificates is reduced
                                               to zero.

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

                                            The total distributions of principal to be made on the series
                                            2004-C5 certificates on any distribution date will, in general, be
                                            a function of--

                                            o  the amount of scheduled payments of principal due or, in some
                                               cases, deemed due, on the underlying mortgage loans during the
                                               related collection period, which payments are either received
                                               as of the end of that collection period or advanced by the
                                               master servicer or the trustee, as applicable, and

                                            o  the amount of any prepayments, including in the form of
                                               accelerated amortization on any underlying mortgage loan that
                                               remains outstanding past any applicable anticipated repayment
                                               date, and other unscheduled collections of previously
                                               unadvanced principal with respect to the underlying mortgage
                                               loans that are received during the related collection period.

                                                     S-19


                                            The class A-X, A-SP, R, LR and V certificates do not have
                                            principal balances. They do not entitle holders to any
                                            distributions of principal.

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

D.   DISTRIBUTIONS OF PREPAYMENT
     PREMIUMS AND YIELD MAINTENANCE
     CHARGES..............................  Any prepayment premium or yield maintenance charge collected in
                                            respect of any of the underlying mortgage loans will be
                                            distributed, in the proportions described under "Description of
                                            the Offered Certificates--Distributions--Distributions of Static
                                            Prepayment Premiums and Yield Maintenance Charges" in this
                                            prospectus supplement, as additional interest to the holders of
                                            the class A-X and/or A-SP certificates and/or as additional
                                            interest to any holders of class A-1, A-2, A-3, A-AB, A-4, A-1-A,
                                            A-J, B, C, D, E, F, G or H certificates that are then entitled to
                                            receive principal distributions with respect to the loan group
                                            that includes the prepaid mortgage loan.

REDUCTIONS OF CERTIFICATE PRINCIPAL
BALANCES IN CONNECTION WITH
LOSSES AND EXPENSES.......................  Because of losses on the underlying mortgage loans and/or
                                            default-related or other unanticipated trust fund expenses, the
                                            total principal balance of the underlying mortgage loans, net of
                                            outstanding advances of principal may fall below the total
                                            principal balance of the series 2004-C5 principal balance
                                            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-C5 certificates on any distribution date, then the
                                            principal balances of the following classes of series 2004-C5
                                            principal balance certificates will be sequentially reduced, in
                                            the following order, until that deficit is eliminated:

                                                REDUCTION ORDER                       CLASS
                                            ------------------------  ---------------------------------------
                                                      1st                               P
                                                      2nd                               O
                                                      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-AB, A-4 and A-1-A

                                            Any reduction of the principal balances of the A-1, A-2, A-3,
                                            A-AB, A-4 and A-1-A classes will be made on a 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.....................  Except as described in the next four paragraphs, the master
                                            servicer will be required to make advances with respect to any
                                            delinquent scheduled monthly payments, other than balloon
                                            payments, of principal and/or interest due on the underlying
                                            mortgage loans. The master servicer will be required to make


                                                     S-20


                                            advances of assumed monthly payments for those balloon loans that
                                            become defaulted upon their maturity dates on the same
                                            amortization schedule as if the maturity date had not occurred. In
                                            addition, the trustee must make any of those advances that the
                                            master servicer fails to make. As described under "Description of
                                            the Offered Certificates--Advances of Delinquent Monthly Debt
                                            Service Payments" in this prospectus supplement, any party that
                                            makes an advance will be entitled to be reimbursed for the
                                            advance, together with interest at the prime rate described in
                                            that section of this prospectus supplement.

                                            Neither the master servicer nor the trustee will advance master
                                            servicing fees or work-out fees.

                                            Neither the master servicer nor the trustee will be required to
                                            make any advance that it determines will not be recoverable from
                                            proceeds of the related mortgage loan. In addition, the trustee
                                            may conclusively rely on any determination of nonrecoverability
                                            made by the master servicer or the special servicer, and the
                                            master servicer will conclusively rely on any determination of
                                            nonrecoverability made by the special servicer.

                                            In addition, if any of the adverse events or circumstances that we
                                            refer to under "The Pooling and Servicing Agreement--Required
                                            Appraisals" in this prospectus supplement occur or exist with
                                            respect to any underlying mortgage loan or the related mortgaged
                                            real property, the special servicer will generally be obligated to
                                            obtain a new appraisal or, in cases involving mortgage loans with
                                            principal balances of $2,000,000 or less, conduct an internal
                                            valuation of that property. If, based on that appraisal or other
                                            valuation, it is determined that--

                                            o  the principal balance of, and other delinquent amounts (which
                                               may include unpaid servicing fees, unreimbursed servicing
                                               advances and interest on advances) due under or with respect
                                               to, the subject mortgage loan, exceed

                                            o  an amount equal to--

                                               1. 90% of the new estimated value of that real property, minus

                                               2. any liens on that real property that are prior to the lien
                                                  of the subject mortgage loan, plus

                                               3. the amount of related escrow payments, reserve funds and
                                                  letters of credit which may be applied to payments on the
                                                  subject mortgage loan,

                                            then the amount otherwise required to be advanced with respect to
                                            interest on the subject mortgage loan will be reduced. That
                                            reduction will be in the same proportion that the excess bears to
                                            the principal balance of the subject mortgage loan, net of related
                                            unreimbursed advances of principal. Due to the distribution
                                            priorities, any reduction will reduce the funds available to pay
                                            interest on the most subordinate interest-bearing class of series
                                            2004-C5 certificates outstanding that evidences an interest in the
                                            subject mortgage loan.

                                            Notwithstanding the foregoing, any reduction in advances with
                                            respect to the Eastgate Mall underlying mortgage loan in
                                            accordance with the preceding paragraph will be based only on the
                                            portion of any appraisal reduction amount allocable to the
                                            Eastgate Mall underlying mortgage loan. The master servicer or
                                            special servicer will calculate any appraisal reduction amount
                                            with respect to the Eastgate Mall loan group in the manner
                                            described above with respect to appraisal reduction amounts
                                            relating to individual underlying mortgage loans and will then
                                            allocate that appraisal reduction amount, first, to the two (2)
                                            junior Eastgate Mall outside-the-trust fund mortgage loans,
                                            sequentially in reverse


                                                     S-21


                                            order of their payment priorities, in each case up to the unpaid
                                            principal balance of the subject junior mortgage loan, and then,
                                            to the Eastgate Mall underlying mortgage loan. Furthermore, any
                                            reduction in advances with respect to the FedEx-Midway underlying
                                            mortgage loan in accordance with the preceding paragraph will be
                                            based only on the portion of any appraisal reduction amount
                                            allocable to the FedEx-Midway underlying mortgage loan. The master
                                            servicer or special servicer will calculate any appraisal
                                            reduction amount with respect to the FedEx-Midway loan group in
                                            the manner described above with respect to appraisal reduction
                                            amounts relating to individual underlying mortgage loans and will
                                            then allocate that appraisal reduction amount, first, to the
                                            junior FedEx-Midway outside-the-trust fund mortgage loan up to the
                                            unpaid principal balance, and then, to the FedEx-Midway underlying
                                            mortgage loan.

                                            See "Description of the Offered Certificates--Advances of
                                            Delinquent Monthly Debt Service Payments" and "The Pooling and
                                            Servicing Agreement--Required Appraisals" in this prospectus
                                            supplement. See also "Description of the Certificates--Advances"
                                            in the accompanying prospectus.

REPORTS TO CERTIFICATEHOLDERS.............  On each distribution date, the certificate administrator will
                                            provide or make available to the registered holders of the offered
                                            certificates a monthly report substantially in the form of Exhibit
                                            B to this prospectus supplement. The certificate administrator's
                                            report will detail, among other things, the distributions made to
                                            the series 2004-C5 certificateholders on that distribution date
                                            and the performance of the underlying mortgage loans and the
                                            mortgaged real properties. The certificate administrator will also
                                            make available to the registered holders of the offered
                                            certificates, via its website, any report at the request of the
                                            depositor.

                                            You may also review via the certificate administrator's website
                                            or, upon reasonable prior notice, at the certificate
                                            administrator's or the trustee's offices, as applicable, during
                                            normal business hours, a variety of information and documents that
                                            pertain to the underlying mortgage loans and the mortgaged real
                                            properties securing those loans. We expect that the available
                                            information and documents will include loan documents (only at the
                                            trustee's office), borrower operating statements, rent rolls and
                                            property inspection reports, to the extent received by the
                                            certificate administrator.

                                            See "Description of the Offered Certificates--Reports to
                                            Certificateholders; Available Information" in this prospectus
                                            supplement.

OPTIONAL TERMINATION......................  The following parties will each in turn, according to the order
                                            listed below, have the option to purchase all of the underlying
                                            mortgage loans and all other property remaining in the trust fund
                                            on any distribution date on which the total principal balance of
                                            the underlying mortgage loans from the perspective of the series
                                            2004-C5 certificateholders, based on collections and advances of
                                            principal on those mortgage loans previously distributed, and
                                            losses on those mortgage loans previously allocated, to the series
                                            2004-C5 certificateholders, is less than 1.0% of the initial
                                            mortgage pool balance:

                                            o  any single holder or group of holders of the majority of the
                                               total outstanding principal balance of certificates of the
                                               series 2004-C5 controlling class;

                                            o  the special servicer; and

                                            o  the master servicer.

                                            If any party above exercises this option, then the trust fund will
                                            terminate and all outstanding offered certificates will be
                                            retired, as described in more detail in this prospectus
                                            supplement.

                                                     S-22


DENOMINATIONS.............................  The offered certificates will be issuable in registered form, in
                                            the following denominations:

                                                                                            MULTIPLES IN EXCESS
                                                                             MINIMUM            OF MINIMUM
                                                      CLASS               DENOMINATION         DENOMINATION
                                            -------------------------    --------------     -------------------
                                            A-1, A-2, A-3, A-AB, A-4,        $10,000                $1
                                                   A-1-A, A-J,
                                                   B, C and D

CLEARANCE AND SETTLEMENT..................  You will initially hold your offered certificates through The
                                            Depository Trust Company, in the United States, or Clearstream
                                            Banking, Luxembourg or 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 Offered Certificates--Registration and
                                            Denominations" in this prospectus supplement and "Description of
                                            the Certificates--Book-Entry Registration" in the accompanying
                                            prospectus. We may elect to terminate the book-entry system
                                            through DTC with respect to all or any portion of any class of
                                            offered certificates.

                       LEGAL AND INVESTMENT CONSIDERATIONS

FEDERAL INCOME TAX CONSEQUENCES...........  The certificate administrator or its agent will make elections to
                                            treat designated portions of the assets of the trust fund as two
                                            separate real estate mortgage investment conduits in a tiered
                                            structure under Sections 860A through 860G of the Internal Revenue
                                            Code. Those two REMICs are as follows:

                                            o  REMIC I, which will consist of, among other things--

                                               1. the mortgage loans that back the offered certificates, and

                                               2. any mortgaged real properties that may be acquired by the
                                                  trust fund following a borrower default,

                                               but will exclude collections of additional interest accrued and
                                               deferred as to payment with respect to each underlying mortgage
                                               loan with an anticipated repayment date that remains outstanding
                                               past that date; and

                                            o  REMIC II, which will hold the regular interests in REMIC I.

                                            Any assets not included in a REMIC will constitute a grantor trust
                                            for federal income tax purposes.

                                            The offered certificates will be treated as regular interests in
                                            REMIC II. This means that they will be treated as newly issued
                                            debt instruments for federal income tax purposes. You will have to
                                            report income on your offered certificates in accordance with the
                                            accrual method of accounting even if you are otherwise a cash
                                            method taxpayer. The offered certificates will not represent any
                                            interest in the grantor trust referred to above.

                                            It is anticipated that the offered certificates will be issued at
                                            a premium for federal income tax purposes.

                                            When determining the rate of accrual of original issue discount
                                            and market discount or the amortization of premium, if any, for
                                            federal income tax purposes, the prepayment assumption will be
                                            that, subsequent to the date of any determination--

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

                                                     S-23


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

                                            o  there will be no extension of maturity for any underlying
                                               mortgage loan.

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

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

ERISA CONSIDERATIONS......................  The acquisition of an offered certificate by an employee benefit
                                            plan or other plan or arrangement subject to the Employee
                                            Retirement Income Security Act of 1974, as amended, or to Section
                                            4975 of the Internal Revenue Code, as amended, could, in some
                                            instances, result in a prohibited transaction or other violation
                                            of the fiduciary responsibility provisions of these laws.

                                            We anticipate, however, that, subject to satisfaction of the
                                            conditions referred to under "ERISA Considerations" in this
                                            prospectus supplement, retirement plans and other employee benefit
                                            plans and arrangements subject to--

                                            o  Title I of ERISA, or

                                            o  Section 4975 of the Internal Revenue Code

                                            will be able to invest in the offered certificates without giving
                                            rise to a prohibited transaction. This is based upon an individual
                                            prohibited transaction exemption granted to Credit Suisse First
                                            Boston LLC by the U.S. Department of Labor.

                                            If you are a fiduciary of any retirement plan or other employee
                                            benefit plan or arrangement subject to Title I of ERISA or Section
                                            4975 of the Internal Revenue Code or any materially similar
                                            provisions of applicable federal, state or local law, you should
                                            consult your own legal advisors to determine whether the purchase
                                            or holding of the offered certificates could give rise to a
                                            transaction that is prohibited under ERISA or Section 4975 of the
                                            Internal Revenue Code or applicable similar law. See "ERISA
                                            Considerations" in this prospectus supplement and in the
                                            accompanying prospectus.

LEGAL INVESTMENT..........................  None of the certificates will constitute "mortgage related
                                            securities" for purposes of the Secondary Mortgage Market
                                            Enhancement Act of 1984, as amended.

                                            If your investment activities are subject to legal investment laws
                                            and regulations, regulatory capital requirements, or review by
                                            regulatory authorities, then you may be subject to restrictions on
                                            investment in the offered certificates.

                                            You should consult your own legal advisors for assistance in
                                            determining the suitability of and consequences to you of the
                                            purchase, ownership, and sale of the offered certificates. See
                                            "Legal Investment" in this prospectus supplement and in the
                                            accompanying prospectus.

INVESTMENT CONSIDERATIONS.................  The rate and timing of payments and other collections of principal
                                            on or with respect to the underlying mortgage loans will affect
                                            the yield to maturity on each offered certificate. In the case of
                                            offered certificates purchased at a discount, a slower than
                                            anticipated rate of payments and other collections of principal on
                                            the underlying mortgage loans could result in a lower than
                                            anticipated yield. In the case of offered certificates purchased
                                            at a premium, a faster than anticipated rate



                                                     S-24


                                            of payments and other collections of principal on the underlying
                                            mortgage loans could result in a lower than anticipated yield.

                                            Holders of the class A-1, A-2, A-3, A-AB and A-4 certificates will
                                            be greatly affected by the rate and timing of payments and other
                                            collections of principal of the mortgage loans in loan group no. 1
                                            and, in the absence of significant losses, should be largely
                                            unaffected by the rate and timing of payments and other
                                            collections of principal on the mortgage loans in loan group no.
                                            2.

                                            Holders of the class A-1-A certificates will be greatly affected
                                            by the rate and timing of payments and other collections of
                                            principal of the mortgage loans in loan group no. 2 and, in the
                                            absence of significant losses, should be largely unaffected by the
                                            rate and timing of payments and other collections of principal on
                                            the mortgage loans in loan group no. 1.

                                            The yield on the offered certificates with variable or capped
                                            pass-through rates could also be adversely affected if the
                                            underlying mortgage loans with relatively higher net mortgage
                                            interest rates pay principal faster than the mortgage loans with
                                            relatively lower net mortgage interest rates.

                                            See "Yield and Maturity Considerations" in this prospectus
                                            supplement and in the accompanying prospectus.

                          THE UNDERLYING MORTGAGE LOANS

GENERAL...................................  We intend to include the 228 mortgage loans identified on Exhibit
                                            A-1 to this prospectus supplement in the trust fund for the
                                            offered certificates. With respect to the mortgage loans
                                            identified on Exhibit A-1 to this prospectus supplement as
                                            Eastgate Mall and FedEx-Midway, references to "underlying mortgage
                                            loans" in this prospectus supplement include only the Eastgate
                                            Mall underlying mortgage loan (and not the two (2) junior Eastgate
                                            Mall outside-the-trust fund mortgage loans) and the FedEx-Midway
                                            underlying mortgage loan (and not the junior FedEx-Midway
                                            outside-the-trust fund mortgage loan). In this section, "--The
                                            Underlying Mortgage Loans," we provide summary information with
                                            respect to those mortgage loans. For more detailed information
                                            regarding those mortgage loans, you should review the following
                                            sections in this prospectus supplement:

                                            o  "Description of the Underlying Mortgage Loans";

                                            o  "Risk Factors--Risks Related to the Underlying Mortgage Loans";

                                            o  Exhibit A-1--Characteristics of the Underlying Mortgage Loans
                                               and the Related Mortgaged Real Properties; and

                                            o  Exhibit A-2--Mortgage Pool Information.

                                            For purposes of calculating distributions on the respective
                                            classes of series 2004-C5 certificates, the pool of mortgage loans
                                            backing the offered certificates will be divided into the
                                            following two loan groups:


                                            o  Loan group no. 1, which will consist of all of the underlying
                                               mortgage loans that are secured by property types other than
                                               multifamily and mobile home park, together with 24 underlying
                                               mortgage loans that are secured by multifamily and mobile home
                                               park property types. Loan group no. 1 will consist of 149
                                               mortgage loans, with an initial loan group no. 1 balance of
                                               $1,434,325,027, representing approximately 76.8% of the initial
                                               mortgage pool balance.

                                            o  Loan group no. 2, which will consist of all of the underlying
                                               mortgage loans that are secured by the multifamily and mobile
                                               home park



                                                     S-25


                                               property types except for the 24 underlying mortgage loans that
                                               are secured by multifamily and mobile home park property types
                                               in loan group no. 1. Loan group no. 2 will consist of 79
                                               mortgage loans, with an initial loan group no. 2 balance of
                                               $432,620,028, representing approximately 23.2% of the initial
                                               mortgage pool balance.

                                            Exhibit A-1 to this prospectus supplement identifies which
                                            underlying mortgage loans are included in each of loan group no. 1
                                            and loan group no. 2.

                                            When reviewing the information that we have included in this
                                            prospectus supplement with respect to the mortgage loans that we
                                            intend to include in the trust fund, please note that--

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

                                            o  All weighted average information provided with respect to the
                                               underlying mortgage loans or any sub-group of those 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 underlying mortgage loans to
                                               the trust fund. We show the cut-off date principal balance for
                                               each of the underlying mortgage loans on Exhibit A-1 to this
                                               prospectus supplement.

                                            o  In calculating the respective cut-off date principal balances
                                               of the underlying mortgage loans, we have assumed that--

                                               1. all scheduled payments of principal and/or interest due on
                                                  those mortgage loans on or before their respective due dates
                                                  in December 2004 are timely made, and

                                               2. there are no prepayments or other unscheduled collections of
                                                  principal with respect to any of those mortgage loans during
                                                  the period from its due date in November 2004 up to and
                                                  including its due date in December 2004.

                                            o  Whenever we refer to the following terms in this prospectus
                                               supplement, we intend for them to have the respective meanings
                                               specified below:

                                               1. initial mortgage pool balance -- the total cut-off date
                                                  principal balance of the entire mortgage pool;

                                               2. initial loan group no. 1 balance -- the total cut-off date
                                                  principal balance of all of loan group no. 1; and

                                               3. initial loan group no. 2 balance -- the total cut-off date
                                                  principal balance of all of loan group no. 2.

                                            o  When information with respect to mortgaged real properties is
                                               expressed as a percentage of the initial mortgage pool balance,
                                               the initial loan group no. 1 balance or the initial loan group
                                               no. 2 balance, as the case may be, the percentages are based
                                               upon the cut-off date principal balances of the related
                                               underlying mortgage loans.

                                            o  Some of the underlying mortgage loans are cross-collateralized
                                               and cross-defaulted with one or more other underlying mortgage
                                               loans. Except as otherwise indicated, when an underlying
                                               mortgage loan is cross-collateralized and cross-defaulted with
                                               another underlying mortgage loan, we present the information
                                               regarding those mortgage



                                                     S-26


                                               loans as if each of them was secured only by a mortgage lien on
                                               the corresponding mortgaged real property identified on
                                               Exhibit A-1 to this prospectus supplement. One exception is
                                               that each and every underlying mortgage loan in any
                                               particular group of cross-collateralized and cross-defaulted
                                               mortgage loans is treated as having the same loan-to-value
                                               ratio and the same debt service coverage ratio. Other than
                                               as described under "Description of the Underlying Mortgage
                                               Loans--The A/B Loan Pairs," "--Certain Matters Regarding the
                                               Eastgate Mall Mortgage Loan" and "--Certain Matters
                                               Regarding the FedEx-Midway Mortgage Loan" in this prospectus
                                               supplement, none of the underlying mortgage loans will be
                                               cross-collateralized with any mortgage loan that is not in
                                               the trust fund.

                                            o  In some cases, an individual underlying mortgage loan is
                                               secured by multiple mortgaged real properties. For purposes of
                                               providing property-specific information, we have allocated each
                                               of those mortgage loans among the related mortgaged real
                                               properties based upon--

                                               1. relative appraised values,

                                               2. relative underwritten net cash flow, or

                                               3. prior allocations reflected in the related loan documents.

                                            o  If an underlying mortgage loan is secured by multiple parcels
                                               of real property and the operation or management of those
                                               parcels so warranted, we treat those parcels as a single parcel
                                               of real property.

                                            o  Whenever we refer to a particular mortgaged real property by
                                               name, we mean the property identified by that name on Exhibit
                                               A-1 to this prospectus supplement. Whenever we refer to a
                                               particular underlying mortgage loan by name, we mean the
                                               underlying mortgage loan secured by the mortgaged property
                                               identified by that name on Exhibit A-1 to this prospectus
                                               supplement.

                                            o  Statistical information regarding the underlying 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.

                                            o  The general characteristics of the entire mortgage pool backing
                                               the offered certificates are not necessarily representative of
                                               the general characteristics of either loan group no. 1 or loan
                                               group no. 2. The yield and risk of loss on any class of offered
                                               certificates will depend on, among other things, the
                                               composition of each of loan group no. 1 and loan group no. 2.
                                               The general characteristics of each of those loan groups should
                                               also be analyzed when making an investment decision. See
                                               "--Additional Statistical Information" below.

SOURCE OF THE UNDERLYING MORTGAGE
LOANS.....................................  We are not the originator of the mortgage loans that we intend to
                                            include in the trust fund. We will acquire those mortgage loans
                                            from four separate sellers. Each of the underlying mortgage
                                            loans was originated by--

                                            o  the related mortgage loan seller from whom we are acquiring the
                                               mortgage loan,

                                            o  an affiliate of the related mortgage loan seller,



                                                     S-27


                                            o  a correspondent in the related mortgage loan seller's or its
                                               affiliate's conduit lending program, or o another third-party
                                               originator that sold such mortgage loan to a mortgage loan
                                               seller.

                                            The following table sets forth the number of underlying mortgage
                                            loans, and the percentage of initial mortgage pool balance,
                                            that we will acquire from each of the mortgage loan sellers:

                                                                                                     % OF INITIAL
                                                                                       NUMBER OF     MORTGAGE POOL
                                                      MORTGAGE LOAN SELLER           MORTGAGE LOANS     BALANCE
                                            ---------------------------------------- --------------  -------------
                                            1.  Column Financial, Inc.(1)...........        143            56.4%
                                            2.  LaSalle Bank National Association...         60            19.9%
                                            3.  KeyBank National Association........         25            15.1%
                                            4.  Lehman Brothers Holdings Inc.(1)....          1             8.6%
                                                                                     --------------  -------------
                                            TOTAL                                           228           100.0%

                                            (1) The Time Warner Retail mortgage loan was co-originated by
                                                Column Financial, Inc. and Lehman Brothers Holdings Inc. and
                                                the balance of such mortgage loan has been allocated 50% to
                                                each seller.

PAYMENT AND OTHER TERMS...................  Each of the mortgage loans that we intend to include in the trust
                                            fund is the obligation of a borrower to repay a specified sum with
                                            interest.

                                            Repayment of each of the underlying mortgage loans is secured by a
                                            mortgage lien on the fee and/or leasehold interest of the related
                                            borrower or another party in one or more commercial or multifamily
                                            real properties. That mortgage lien will be a first priority lien,
                                            except for limited permitted encumbrances, which we refer to under
                                            "Description of the Underlying Mortgage Loans--General" in, and
                                            describe in the glossary to, this prospectus supplement.

                                            Most of the mortgage loans that we intend to include in the trust
                                            fund are, with limited exceptions, nonrecourse. Even where a
                                            mortgage loan that we intend to include in the trust fund is fully
                                            or partially recourse, however, we have generally not evaluated
                                            the creditworthiness of the subject obligor. Accordingly, even
                                            fully or partially recourse mortgage loans that we will include in
                                            the trust fund should be considered nonrecourse.

                                            None of the underlying mortgage loans are insured or guaranteed by
                                            any governmental agency or instrumentality or by any private
                                            mortgage insurer.

                                            Each of the underlying mortgage loans currently accrues interest
                                            at the annual rate specified with respect to that mortgage loan on
                                            Exhibit A-1 to this prospectus supplement. Except as otherwise
                                            described below with respect to underlying mortgage loans that
                                            have anticipated repayment dates and described under "Description
                                            of the Underlying Mortgage Loans--Certain Terms and Conditions of
                                            the Underlying Mortgage Loans--Mortgage Rates; Calculations of
                                            Interest," the mortgage interest rate for each underlying mortgage
                                            loan is, in the absence of default, fixed for the entire term of
                                            the loan.

BALLOON LOANS.............................  Two-hundred six (206) of the mortgage loans that we intend to
                                            include in the trust fund, which represent 86.7% of the initial
                                            mortgage pool balance, of which 129 mortgage loans are in loan
                                            group no. 1, representing 83.0% of the initial loan group no. 1
                                            balance, and 77 mortgage loans are in loan group no. 2,
                                            representing 99.1% of the initial loan group no. 2 balance,
                                            respectively, are balloon loans that provide for:

                                            o  an amortization schedule that is significantly longer than its
                                               remaining term to stated maturity or no amortization prior to
                                               stated maturity; and

                                            o  in either case, a substantial payment of principal on its
                                               maturity date.

                                                     S-28


LOANS WITH ANTICIPATED REPAYMENT
DATES.....................................  Eleven (11) of the mortgage loans that we intend to include in the
                                            trust fund, which represent 12.3% of the initial mortgage pool
                                            balance, all of which are in loan group no. 1, representing 16.0%
                                            of the initial loan group no. 1 balance, provide material
                                            incentives to, but do not require, the related borrower to pay its
                                            mortgage loan in full by a specified date prior to stated
                                            maturity. We consider each such specified date to be the
                                            anticipated repayment date for the related mortgage loan. There
                                            can be no assurance, however, that these incentives will result in
                                            any of these mortgage loans being paid in full on or before its
                                            anticipated repayment date. The incentives generally include the
                                            following:

                                            o  Commencing on the related anticipated repayment date, the
                                               subject mortgage loan will accrue interest in excess of
                                               interest at the initial mortgage interest rate. The additional
                                               interest will--

                                               1. be deferred,

                                               2. in some cases, be compounded,

                                               3. be payable only after the outstanding principal balance of
                                                  the subject 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  Commencing no later than the related anticipated repayment
                                               date, the subject mortgage loan may be freely prepaid.

                                            o  Commencing no later than the related anticipated repayment
                                               date, cash flow from the related mortgaged real property will
                                               be deposited into a lockbox under the control of the master
                                               servicer.

                                            o  After the related anticipated repayment date, cash flow from
                                               the related mortgaged real property that is not otherwise
                                               applied to pay the normal monthly debt service payment or to
                                               pay or escrow for the payment of various expenses, will be
                                               applied to pay down the principal balance of the subject
                                               mortgage loan.

FULLY AMORTIZING LOANS....................  Eleven (11) of the mortgage loans that we intend to include in the
                                            trust fund, which represent 1.0% of the initial mortgage pool
                                            balance, of which nine (9) mortgage loans are in loan group no. 1,
                                            representing 1.0% of the initial loan group no. 1 balance, and two
                                            (2) mortgage loans are in loan group no. 2, representing 0.9% of
                                            the initial loan group no. 2 balance, respectively, each has a
                                            payment schedule that provides for the payment of the subject
                                            mortgage loan in full or substantially in full by its maturity
                                            date. These 11 mortgage loans do not provide for any of the
                                            repayment incentives associated with mortgage loans with
                                            anticipated repayment dates.

MORTGAGE LOANS WITH INITIAL
INTEREST ONLY PERIODS.....................  Eight (8) of the mortgage loans that we intend to include in the
                                            trust fund, which represent 9.3% of the initial mortgage pool
                                            balance, of which seven (7) mortgage loans are in loan group no.
                                            1, representing 10.9% of the initial loan group no. 1 balance, and
                                            one (1) mortgage loan is in loan group no. 2, representing 3.9% of
                                            the initial loan group no. 2 balance, respectively, do not provide
                                            for any amortization prior to the maturity date (or in certain
                                            cases, anticipated repayment date, as applicable). Forty-five (45)
                                            other mortgage loans that we intend to include in the trust fund,
                                            which represent 42.2% of the initial mortgage pool balance, of
                                            which 28 mortgage loans are in loan group no. 1, representing
                                            43.2% of the initial loan group no. 1 balance, and 17 mortgage
                                            loans are in loan group no. 2, representing 39.1% of the initial
                                            loan group no. 2



                                                     S-29


                                            balance, respectively, provide for an interest only period of
                                            between 1 to 84 months following origination.

CROSSED MORTGAGE LOANS AND
MULTI-PROPERTY MORTGAGE LOANS.............  The trust fund will include three (3) groups of mortgage loans
                                            that are cross-collateralized and cross-defaulted with each other.
                                            The table below identifies those crossed loans.

                                                                                                   NUMBER OF    % OF INITIAL
                                                                                                   MORTGAGE       MORTGAGE
                                                        PROPERTY/PORTFOLIO NAME(S)                   LOANS      POOL BALANCE
                                            -------------------------------------------------     -----------  ---------------
                                            1.  BECO Park at Forbes Center - BRIT I
                                                BECO Park at Forbes Center - BRIT II
                                                BECO Park at Forbes Center - BRIT III........          3            2.8%
                                            2.  Valwood Industrial Portfolio
                                                Valwood Building 37..........................          2            1.3%
                                            3.  127 West 96th St. Loan 1(1)
                                                127 West 96th St. Loan 2(1)..................          2            0.2%

                                            -------------
                                            (1) Only cross-defaulted with each other.

                                            The trust fund will also include four (4) mortgage loans that are,
                                            in each such case, secured by multiple real properties. The table
                                            below identifies those multi-property mortgage loans.

                                                                                                                % OF INITIAL
                                                                                                   NUMBER OF      MORTGAGE
                                                        PROPERTY/PORTFOLIO NAME(S)                PROPERTIES    POOL BALANCE
                                            -------------------------------------------------     -----------  ---------------
                                            1.  71-77 Summer Street and 184 High Street......          2            1.0%
                                            2.  Valwood Industrial Portfolio.................          3            0.9%
                                            3.  222 & 312 Clematis Street....................          2            0.4%
                                            4.  Marina Apartments Portfolio..................          3            0.2%

                                            In reviewing each of the foregoing two tables, you should note
                                            that some of the underlying mortgage loans referred to in each of
                                            the foregoing two tables allow for the termination of the
                                            applicable cross-collateralization provisions and/or for the
                                            release of individual mortgaged real properties, whether through
                                            partial prepayment of a release price, through partial defeasance
                                            and/or upon the satisfaction of various underwriting criteria. See
                                            "Risk Factors--Risks Related to the Underlying Mortgage
                                            Loans--Enforceability of Cross-Collateralization Provisions May Be
                                            Challenged and the Benefits of these Provisions May Otherwise Be
                                            Limited" and "Description of the Underlying Mortgage
                                            Loans--Cross-Collateralized Mortgage Loans, Multi-Property
                                            Mortgage Loans and Mortgage Loans with Affiliated Borrowers" in
                                            this prospectus supplement.

DEFEASANCE MORTGAGE LOANS.................  Two-hundred four (204) of the mortgage loans that we intend to
                                            include in the trust fund, which represent 94.7% of the initial
                                            mortgage pool balance, of which 130 mortgage loans are in loan
                                            group no. 1, representing 93.4% of the initial loan group no. 1
                                            balance, and 74 mortgage loans are in loan group no. 2,
                                            representing 98.8% of the initial loan group no. 2 balance,
                                            respectively, permit the borrower to obtain the release of the
                                            related mortgaged real property - or, in the case of a crossed
                                            mortgage loan or multi-property mortgage loan, the release of one
                                            or more of the related mortgaged real properties - from the lien
                                            of the related mortgage instrument(s) upon the pledge to the
                                            trustee of certain non-callable U.S. government obligations. The
                                            U.S. government obligations must provide for payments that equal
                                            or exceed scheduled interest and principal payments due under the
                                            related mortgage note(s).



                                                     S-30


ADDITIONAL COLLATERAL MORTGAGE LOANS......  Eleven (11) of the mortgage loans that we intend to include in the
                                            trust fund, which represent 6.8% of the initial mortgage pool
                                            balance, all of which are in loan group no. 1, representing 8.9%
                                            of the initial loan group no. 1 balance, are secured by letters of
                                            credit or cash reserves in material amounts that in each such
                                            case:

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

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

                                            See "Description of the Underlying Mortgage Loans--Certain Terms
                                            and Conditions of the Underlying Mortgage Loans--Mortgage Loans
                                            Which May Require Principal Paydowns" in this prospectus supplement.

LOCKBOX TERMS.............................  Thirty-seven (37) mortgage loans that we intend to include in the
                                            trust fund, which represent 46.8% of the initial mortgage pool
                                            balance, of which 34 mortgage loans are in loan group no. 1,
                                            representing 59.3% of the initial loan group no. 1 balance, and
                                            three (3) mortgage loans are in loan group no. 2, representing
                                            5.3% of the initial loan group no. 2 balance, respectively,
                                            generally provide that all rents, credit card receipts, accounts
                                            receivable payments and other income derived from the related
                                            mortgaged real properties will be paid into one of the following
                                            types of lockboxes, each of which is described below:

                                            HARD LOCKBOX. Income (or some portion of income sufficient to pay
                                            monthly debt service) is paid directly to a lockbox account
                                            controlled by the master servicer on behalf of the trust fund,
                                            except that with respect to multifamily rental properties, income
                                            (or some portion of income sufficient to pay monthly debt service)
                                            is collected and deposited in the lockbox account by the manager
                                            of the mortgaged real property and, with respect to hospitality
                                            properties, cash or "over-the-counter" receipts are deposited into
                                            the lockbox account by the manager, while credit card receivables
                                            will be deposited directly into a lockbox account.

                                            SPRINGING LOCKBOX. Income is collected and retained by or is
                                            otherwise accessible by the borrower until the occurrence of a
                                            triggering event, following which a hard lockbox or modified
                                            lockbox is put in place. Examples of triggering events include:

                                            o  a failure to pay the related mortgage loan in full on, or
                                               before, any related anticipated repayment date; or

                                            o  a decline, by more than a specified amount, in the net
                                               operating income of the related mortgaged real property; or

                                            o  a failure to meet a specified debt service coverage ratio; or

                                            o  an event of default under the mortgage.

                                            For purposes of this prospectus supplement, a springing lockbox
                                            can be either an account that is currently under the control of
                                            both the lender and the borrower, but which comes under the sole
                                            control of the lender upon the occurrence of the triggering event,
                                            or an account that is required to be established by the borrower
                                            (but to be under the sole control of the lender) upon the
                                            occurrence of the triggering event.

                                                     S-31


                                            MODIFIED LOCKBOX. Except in those cases involving multifamily and
                                            hospitality properties that are described under "Hard Lockbox"
                                            above, income is collected by the property manager of the
                                            mortgaged real property (or, in some cases, the borrower) and is
                                            deposited into a lender-controlled lockbox account on a regular
                                            basis.

                                            The above-referenced 37 mortgage loans provide for the following
                                            types of lockbox accounts:

                                                                                               NUMBER OF  % OF INITIAL
                                                                                               MORTGAGE     MORTGAGE
                                                             TYPE OF LOCKBOX                     LOANS    POOL BALANCE
                                            -------------------------------------------------  --------   ------------
                                            Hard.............................................       7         25.0%
                                            Springing........................................      27         18.9%
                                            Modified.........................................       3          2.8%
                                                                                               --------   ------------
                                            TOTAL                                                  37         46.8%

PREPAYMENT CHARACTERISTICS OF THE
MORTGAGE LOANS............................  Each underlying  mortgage loan restricts  voluntary  prepayments in one or more
                                            of the following ways:

                                            o  by prohibiting any voluntary prepayments for a specified period
                                               of time after the underlying mortgage loan is originated;
                                               and/or

                                            o  by prohibiting any voluntary prepayments for a specified period
                                               of time after the underlying mortgage loan is originated,
                                               although, for a portion of that period, beginning no sooner
                                               than the second anniversary of the date of initial issuance of
                                               the offered certificates, the underlying mortgage loan may be
                                               defeased; and/or

                                            o  by requiring that any voluntary principal prepayment made
                                               during a specified period of time be accompanied by a yield
                                               maintenance charge.

                                            However, as described under "--Additional Collateral Mortgage
                                            Loans" above, some underlying mortgage loans may require partial
                                            principal prepayments during the related lock-out period.

                                            In addition, provided that such parties are not the borrower under
                                            the underlying mortgage loans or affiliates of such borrower, the
                                            holders of the two (2) junior Eastgate Mall outside-the-trust fund
                                            mortgage loans and the holder of the junior FedEx-Midway
                                            outside-the-trust fund mortgage loan will have the right to
                                            purchase the related underlying mortgage loan under certain
                                            circumstances following a default under such mortgage, which would
                                            have the same effect on the offered certificates as a prepayment
                                            in full of such loan, except that such purchase will not be
                                            accompanied by any prepayment premium or yield maintenance charge,
                                            provided that such purchase is not made by a holder of a junior
                                            Eastgate Mall outside-the-trust fund mortgage loan, who is the
                                            related borrower or an affiliate of the related borrower. See
                                            "Description of the Underlying Mortgage Loans--Certain Matters
                                            Regarding the Eastgate Mall Mortgage Loan" and "--Certain Matters
                                            Regarding the FedEx-Midway Mortgage Loan" in this prospectus
                                            supplement.

                                            With respect to the loans identified as Mill Valley Apartments,
                                            Medical Center Apartments, Oakwood Apartments, Cross Creek
                                            Apartments and Parkside Apartments on Exhibit A-1 to this
                                            prospectus supplement, the holder of the applicable
                                            outside-the-trust fund mortgage loan will have the right to
                                            purchase the related underlying mortgage loan under certain
                                            circumstances following a default under such mortgage loan, which
                                            would have the same effect on the offered certificates as a
                                            prepayment in full of such mortgage loan, except that, in certain
                                            circumstances, such purchase will not be accompanied by any



                                                     S-32


                                            prepayment premium or yield maintenance charge. See "Description
                                            of the Underlying Mortgage Loans--The A/B Loan Pairs" in this
                                            prospectus supplement.

                                            Set forth below is information regarding the remaining terms of
                                            the prepayment lock-out or prepayment lock-out/defeasance periods,
                                            as applicable, for the underlying mortgage loans that currently
                                            prohibit voluntary prepayments:

                                                                                       MORTGAGE     LOAN GROUP    LOAN GROUP
                                                                                         POOL         NO. 1          NO. 2
                                                                                      ----------   -----------    ------------
                                            Maximum remaining lock-out or
                                              lock-out/defeasance period.......       237 months    236 months     237 months
                                            Minimum remaining lock-out or
                                              lock-out/defeasance period.......        22 months     22 months      34 months
                                            Weighted average remaining lock-out or
                                              lock-out/defeasance period.......       103 months    102 months     107 months

                                            In some cases, the underlying mortgage loans that provide for a
                                            yield maintenance charge also provide that such yield maintenance
                                            charge will not be less than a fixed percentage of the amount
                                            prepaid. See "Description of the Underlying Mortgage
                                            Loans--Certain Terms and Conditions of the Underlying Mortgage
                                            Loans--Prepayment Provisions" in this prospectus supplement.

DELINQUENCY STATUS........................  None of the mortgage loans that we intend to include in the trust
                                            fund was 30 days or more delinquent in respect of any monthly debt
                                            service payment--

                                            o as of the related due date in December 2004, or

                                            o at any time during the 12-month period preceding the related due
                                              date in December 2004.




                                                     S-33




ADDITIONAL STATISTICAL INFORMATION

A.   GENERAL CHARACTERISTICS..............  The mortgage loans that we intend to include in the mortgage pool,
                                            loan group no. 1 and loan group no. 2, respectively, will have the
                                            following general characteristics as of their respective due dates
                                            in December 2004:

                                                                  MORTGAGE          LOAN GROUP         LOAN GROUP
                                                                    POOL               NO. 1             NO. 2
                                                               ----------------  --------------      ------------
Initial mortgage pool/loan group balance.....................   $1,866,945,055   $1,434,325,027      $432,620,028
Number of underlying mortgage loans..........................              228              149                79
Number of mortgaged real properties..........................              234              153                81

Greatest cut-off date principal balance......................     $320,000,000     $320,000,000       $26,500,000
Smallest cut-off date principal balance......................         $413,262         $440,119          $413,262
Average cut-off date principal balance.......................       $8,188,356       $9,626,342        $5,476,203

Highest annual mortgage interest rate........................          8.9800%          8.9800%           6.8500%
Lowest annual mortgage interest rate.........................          4.4000%          4.4461%           4.4000%
Weighted average annual mortgage interest rate...............          5.5850%          5.6225%           5.4608%

Longest original term to maturity or anticipated repayment date     300 months       300 months        240 months
Shortest original term to maturity or anticipated repayment
   date......................................................        60 months        60 months         60 months
Weighted average original term to maturity or anticipated
   repayment date............................................       110 months       109 months        113 months

Longest remaining term to maturity or anticipated repayment
   date......................................................       260 months       260 months        240 months
Shortest remaining term to maturity or anticipated repayment
   date......................................................        47 months        54 months         47 months
Weighted average remaining term to maturity or anticipated
   repayment date............................................       108 months       107 months        111 months

Highest debt service coverage ratio, based on underwritten net
   cash flow.................................................           11.30x           11.30x             3.47x
Lowest debt service coverage ratio, based on underwritten net
   cash flow.................................................            1.15x            1.15x             1.18x
Weighted average debt service coverage ratio, based on
   underwritten net cash flow................................            1.43x            1.45x             1.39x

Highest cut-off date loan-to-value ratio.....................            88.7%            88.7%             80.9%
Lowest cut-off date loan-to-value ratio......................             6.5%             6.5%             19.2%
Weighted average cut-off date loan-to-value ratio............            72.0%            71.5%             73.6%

                                            In reviewing the foregoing table, please note that:

                                            o  The mortgaged real property identified on Exhibit A-1 to this
                                               prospectus supplement as Eastgate Mall secures, on a
                                               subordinated basis, two (2) junior mortgage loans, with a total
                                               cut-off date principal balance of $11,300,000, that will not be
                                               included in the trust fund. One of those two (2) junior Eastgate
                                               Mall outside-the-trust fund mortgage loans is subordinated to the
                                               other. Loan-to-value and debt service coverage information shown
                                               in this prospectus supplement, including in the table above, with
                                               respect to the Eastgate Mall underlying mortgage loan will be
                                               calculated, unless expressly indicated otherwise, without regard
                                               to the two (2) junior Eastgate Mall outside-the-trust fund
                                               mortgage loans.

                                            o  The mortgaged real property identified on Exhibit A-1 to this
                                               prospectus supplement as FedEx-Midway secures, on a
                                               subordinated basis in accordance with the terms of an
                                               intercreditor agreement, one (1) junior mortgage loan, with a
                                               total cut-off date principal balance of $2,736,615.33, that
                                               will not be included in the trust fund. Loan-to-value and debt
                                               service coverage information shown in this prospectus



                                                     S-34


                                               supplement, including in the table above, with respect to the
                                               FedEx-Midway underlying mortgage loan will be calculated,
                                               unless expressly indicated otherwise, without regard to the
                                               junior FedEx-Midway outside-the-trust fund mortgage loan.

                                            o  In the case of five (5) of the underlying mortgage loans other
                                               than the Eastgate Mall and FedEx-Midway underlying mortgage
                                               loans referred to above, which represent 2.7% of the initial
                                               mortgage pool balance, each borrower has encumbered the related
                                               mortgaged real property with junior debt that is evidenced by a
                                               separate promissory note. Each such junior loan is secured by
                                               the same mortgage or deed of trust that secures the related
                                               underlying mortgage loan. None of the statistical information
                                               regarding those five (5) mortgage loans provided in this
                                               prospectus supplement includes any numerical information with
                                               respect to those junior loans. For more information regarding
                                               these loans, see "Description of the Underlying Mortgage
                                               Loans--The A/B Loan Pairs" in this prospectus supplement.

                                            o  The underwritten net cash flow for any mortgaged real property
                                               is an estimated number based on numerous assumptions that may
                                               not necessarily reflect recent historical performance and may
                                               not ultimately prove true.

B.   GEOGRAPHIC CONCENTRATION.............  The table below shows the number of, and percentage of the initial
                                            mortgage pool balance secured by, mortgaged real properties
                                            located in the indicated states:

                                                                                                  % OF INITIAL
                                                                                     NUMBER OF      MORTGAGE
                                                          STATE                     PROPERTIES    POOL BALANCE
                                            ----------------------------------      ----------    ------------
                                            New York..........................           17           23.6%
                                            California........................           36           13.0%
                                            Texas.............................           28            8.7%
                                            Florida...........................           21            5.8%
                                            Indiana...........................            8            5.2%
                                            Georgia...........................            6            5.0%
                                            Ohio..............................            9            4.6%

                                            The remaining mortgaged real properties with respect to the
                                            mortgage pool are located throughout 30 other states and the
                                            District of Columbia. No more than 4.3% of the initial mortgage
                                            pool balance is secured by mortgaged real properties located in
                                            any of these other states. In circumstances where a particular
                                            underlying mortgage loan is secured by multiple mortgaged real
                                            properties located in two or more states, the foregoing
                                            information reflects the allocated loan amounts for those
                                            properties.

                                            Twenty-four (24) of the California properties, securing mortgage
                                            loans that represent 7.7% of the initial mortgage pool balance,
                                            are located in southern California - areas with zip codes of 93600
                                            or below - and 12 of the California properties, securing mortgage
                                            loans that represent 5.3% of the initial mortgage pool balance,
                                            are located in northern California - areas with zip codes above
                                            93600.



                                                     S-35


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

                                                                                                 % OF INITIAL
                                                                                    NUMBER OF      MORTGAGE
                                                         PROPERTY TYPE             PROPERTIES    POOL BALANCE
                                            -----------------------------------   ------------  --------------
                                            Retail.............................          70           42.7%
                                            Multifamily(1).....................         105           28.1%
                                            Office.............................          35           22.1%
                                            Industrial.........................          14            5.0%
                                            Hotel..............................           4            1.4%
                                            Self Storage.......................           4            0.5%
                                            Mixed Use..........................           2            0.3%
                                                                                  ------------  --------------
                                            TOTAL                                       234          100.0%

                                            -------------
                                            (1) Multifamily properties include conventional rental properties
                                                as well as manufactured housing properties and cooperative
                                                properties.

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

                                                                                                % OF INITIAL
                                                   ENCUMBERED INTEREST IN THE      NUMBER OF      MORTGAGE
                                                     MORTGAGED REAL PROPERTY       PROPERTIES    POOL BALANCE
                                            -----------------------------------   ------------  --------------
                                            Fee................................         227           93.5%
                                            Fee/Leasehold......................           7            6.5%
                                                                                  ------------  --------------
                                            TOTAL                                       234          100.0%

                                            In circumstances where both the fee and leasehold interest in the
                                            entire mortgaged real property are encumbered, we have treated
                                            that as simply an encumbered fee interest.

E.   SIGNIFICANT MORTGAGE LOANS...........  The ten (10) largest mortgage loans or groups of
                                            cross-collateralized mortgage loans that we intend to include in
                                            the trust fund represent 37.6% of the initial mortgage pool
                                            balance. See "Description of the Underlying Mortgage
                                            Loans--Significant Mortgage Loans" in this prospectus supplement.





                                                     S-36




                                  RISK FACTORS

         The risks and uncertainties described below, in addition to those risks
described in the prospectus under "Risk Factors," summarize the material risks
in connection with the purchase of the offered certificates. All numerical
information concerning the mortgage loans that we intend to include in the trust
fund is provided on an approximate basis.

RISKS RELATED TO THE UNDERLYING MORTGAGE LOANS

         Commercial and Multifamily Lending Subjects Your Investment to Special
Risks that Are Not Associated with Single-Family Residential Lending. The
mortgage loans that we intend to include in the trust fund are secured by the
following income-producing property types:

         o   anchored, including shadow anchored, and unanchored retail
             properties;

         o   multifamily properties, including manufactured housing properties;

         o   office properties;

         o   industrial properties;

         o   self storage properties;

         o   limited service and full service hotel properties; and

         o   mixed use properties.

         Commercial and multifamily lending is generally thought to be riskier
than single-family residential lending because, among other things, larger loans
are made to single borrowers or groups of related borrowers.

         Furthermore, the risks associated with lending on commercial and
multifamily properties are inherently different from those associated with
lending on the security of single-family residential properties. For example,
repayment of each of the underlying mortgage loans will be dependent on the
performance and/or value of the related mortgaged real property.

         There are additional factors in connection with commercial and
multifamily lending, not present in connection with single-family residential
lending, which could adversely affect the economic performance of the respective
mortgaged real properties that secure the underlying mortgage loans. Any one of
these additional factors, discussed in more detail in this prospectus
supplement, could result in a reduction in the level of cash flow from those
mortgaged real properties that is required to ensure timely distributions on
your offered certificates.

         The Source of Repayment on Your Offered Certificates Will Be Limited to
Payments and Other Collections on the Underlying Mortgage Loans. The offered
certificates will represent interests solely in the trust fund. The primary
assets of the trust fund will be a segregated pool of commercial and multifamily
mortgage loans. Accordingly, repayment of the offered certificates will be
limited to payments and other collections on the underlying mortgage loans.

         The underlying mortgage loans will not be an obligation of, or be
insured or guaranteed by:

         o   any governmental entity;

         o   any private mortgage insurer;

         o   us;

         o   any mortgage loan seller;

         o   the master servicer;

         o   the special servicer;

         o   the trustee;

         o   the certificate administrator; or

         o   any of their respective affiliates.



                                      S-37


         Repayment of Each of the Underlying Mortgage Loans Will Be Dependent on
the Cash Flow Produced by the Related Mortgaged Property, which Can Be Volatile
and Insufficient to Allow Timely Distributions on Your Offered Certificates, and
on the Value of the Related Mortgaged Property, which May Fluctuate Over Time.
All of the mortgage loans that we intend to include in the trust fund are, with
limited exceptions, or should be considered to be, nonrecourse. If there is a
default with respect to any of the underlying mortgage loans, there will
generally only be recourse against the specific real property or properties that
secure the defaulted mortgage loan and other assets that have been pledged to
secure that mortgage loan. Even if an underlying mortgage loan provides for
recourse to a borrower or any of its affiliates, it is unlikely the trust fund
will ultimately recover any amounts not covered by the liquidation proceeds from
the related mortgaged real property or properties.

         Repayment of loans secured by commercial and multifamily rental
properties typically depends on the cash flow produced by those properties. The
ratio of net cash flow to debt service of a loan secured by an income-producing
property is an important measure of the risk of default on the loan.

         Payment on each underlying mortgage loan may also depend on:

         o   with respect to balloon loans and loans with anticipated repayment
             dates, the ability of the related borrower to sell the related
             mortgaged real property or refinance the subject mortgage loan,
             whether at scheduled maturity or on the anticipated repayment date,
             in an amount sufficient to repay the subject mortgage loan; and/or

         o   in the event of a default under the subject mortgage loan and a
             subsequent sale of the related mortgaged real property upon the
             acceleration of such mortgage loan's maturity, the amount of the
             sale proceeds, taking into account any adverse effect of a
             foreclosure proceeding on those sale proceeds.

         In general, if an underlying mortgage loan has a relatively high
loan-to-value ratio or a relatively low debt service coverage ratio, a
foreclosure sale is more likely to result in proceeds insufficient to satisfy
the outstanding debt.

         Two-hundred six (206) of the mortgage loans that we intend to include
in the trust fund, which represent 86.7% of the initial mortgage pool balance,
of which 129 mortgage loans are in loan group no. 1, representing 83.0% of the
initial loan group no. 1 balance, and 77 mortgage loans are in loan group no. 2,
representing 99.1% of the initial loan group no. 2 balance, respectively, are
balloon loans; and 11 of the mortgage loans that we intend to include in the
trust fund, which represent 12.3% of the initial mortgage pool balance, all of
which are in loan group no. 1, representing 16.0% of the initial loan group no.
1 balance, provide material incentives for the related borrower to repay the
loan by an anticipated repayment date prior to maturity. One-hundred fifty-six
(156) of these mortgage loans, which represent 68.5% of the initial mortgage
pool balance, of which 99 mortgage loans are in loan group no. 1, representing
68.1% of the initial loan group no. 1 balance and 57 mortgage loans are in loan
group no. 2, representing 70.0% of the initial loan group no. 2 balance,
respectively, have balloon payments that are scheduled to be due or anticipated
repayment dates that are to occur, in each case, during the 12-month period from
August 2014 to July 2015. Although an underlying mortgage loan may provide the
related borrower with incentives to repay the loan by an anticipated repayment
date prior to maturity, the failure of that borrower to do so will not be a
default under that loan.

         The cash flows from the operation of commercial and multifamily real
properties are volatile and may be insufficient to cover debt service on the
related mortgage loan and pay operating expenses at any given time. This may
cause the value of a property to decline. Cash flows and property values
generally affect:

         o   the ability to cover debt service;

         o   the ability to pay an underlying mortgage loan in full with sales
             or refinance proceeds; and

         o   the amount of proceeds recovered upon foreclosure.

         Cash flows and property values depend upon a number of factors,
including:

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

         o   local real estate conditions, such as an oversupply of space
             similar to the space at the related mortgaged real property;



                                      S-38


         o   increase in vacancy rates;

         o   changes or continued weakness in a specific industry segment that
             is important to the success of the related mortgaged real property;

         o   the nature of expenses of the related mortgaged real property, such
             as whether expenses are fixed or vary with revenue;

         o   increase in operating expenses at the mortgaged real property and
             in relation to competing properties;

         o   the nature of income from the related mortgaged real property, such
             as whether rents are fixed or vary with tenant revenues;

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

         o   the level of required capital expenditures for proper maintenance
             and improvements demanded by tenants at the related mortgaged real
             property;

         o   creditworthiness of tenants;

         o   the number and type of tenants at the related mortgaged real
             property and the duration of their respective leases;

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

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

         o   tenant defaults;

         o   demographic factors;

         o   consumer confidence;

         o   consumer tastes and preferences;

         o   retroactive changes in building or similar codes that require
             modifications to the related mortgaged real property;

         o   capable management and adequate maintenance for the related
             mortgaged real property;

         o   location of the related mortgaged real property;

         o   proximity and attractiveness of competing properties;

         o   if the mortgaged real property has uses subject to significant
             regulation, changes in applicable laws;

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

         o   perceptions by prospective tenants and, if applicable, their
             customers, of the safety, convenience, services and attractiveness
             of the related mortgaged real property;

         o   the age, construction, quality and design of the related mortgaged
             real property; and

         o   whether the related mortgaged real property is readily convertible
             to alternative uses.



                                      S-39


         Ten Percent or More of the Initial Mortgage Pool Balance Will Be
Represented by Mortgage Loans Secured by Retail Properties, Thereby Materially
Exposing Offered Certificateholders to Risks Associated with the Performance of
Retail Properties. Seventy (70) of the mortgaged real properties, securing
mortgage loans that represent 42.7% of the initial mortgage pool balance, are
primarily used for retail purposes. A number of factors may adversely affect the
value and successful operation of a retail property. Some of these factors
include:

         o   the strength, stability, number and quality of the tenants;

         o   tenants' sales;

         o   tenant mix;

         o   the ability of the management team to effectively manage the
             subject property;

         o   whether the subject property is in a desirable location;

         o   the physical condition and amenities of the subject building in
             relation to competing buildings;

         o   competition from nontraditional sources such as catalog retailers,
             home shopping networks, electronic media shopping, telemarketing
             and outlet centers;

         o   whether a retail property is anchored, shadow anchored or
             unanchored and, if anchored or shadow anchored, the strength,
             stability, quality and continuous occupancy of the anchor tenant or
             the shadow anchor, as the case may be, are particularly important
             factors; and

         o   the financial condition of the owner of the subject property.

         We consider 39 of the subject retail properties, securing mortgage
loans that represent 38.1% of the initial mortgage pool balance, to be anchored,
including shadow anchored; and 31 of the subject retail properties, securing
mortgage loans that represent 4.6% of the initial mortgage pool balance, to be
unanchored. Retail properties that are anchored have traditionally been
perceived as less risky than unanchored properties. As to any given retail
property, an anchor tenant is generally understood to be a nationally or
regionally recognized tenant whose space is proportionately larger in size than
the space occupied by other tenants at the subject property and is important in
attracting customers to the subject property. A shadow anchor is a store or
business that satisfies the criteria for an anchor tenant, but which may be
located at an adjoining property or on a portion of the subject retail property
that is not collateral for the related mortgage loan.

         At some retail properties, the anchor tenant owns the space it
occupies. In those cases where the property owner does not control the space
occupied by the anchor tenant, and in cases involving a shadow anchored tenant,
the property owner may not be able to take actions with respect to the space
that it otherwise typically would, such as removing or replacing an ineffective
anchor tenant. In some cases, an anchor tenant or shadow anchored tenant may
cease to operate at a retail property, thereby leaving its space unoccupied even
though it continues to own or pay rent on the vacant space. If an anchor tenant
or a shadow anchored tenant ceases operations at a retail property, other
tenants at the property may be entitled to terminate their leases prior to the
scheduled termination date or to pay rent at a reduced rate for the remaining
term of the lease.

         See "Description of the Trust Assets--Mortgage Loans--Various Types of
Multifamily and Commercial Properties May Secure Mortgage Loans Underlying a
Series of Offered Certificates--Retail Properties" in the accompanying
prospectus.

         Ten Percent or More of the Initial Mortgage Pool Balance Will Be
Represented by Mortgage Loans Secured by Multifamily Rental and Manufactured
Housing Properties, Thereby Materially Exposing Offered Certificateholders to
Risks Associated with the Performance of Multifamily Rental Properties and
Manufactured Housing Properties. Ninety-seven (97) mortgaged real properties,
securing mortgage loans that represent 27.5% of the initial mortgage pool
balance, are primarily used for multifamily rental purposes or are manufactured
housing properties. A number of factors may adversely affect the value and
successful operation of a multifamily rental property or a manufactured housing
property. Some of these factors include:

         o   the number of competing residential developments in the local
             market, including apartment buildings, manufactured housing
             communities and site-built single family homes;



                                      S-40


         o   the physical condition and amenities, including access to
             transportation, of the subject property in relation to competing
             properties;

         o   the subject property's reputation;

         o   in the case of student housing facilities, which may be more
             susceptible to damage or wear and tear than other types of
             multifamily housing, the reliance on the financial well-being of
             the college or university to which it relates, competition from
             on-campus housing units, which may adversely affect occupancy, the
             physical layout of the housing, which may not be readily
             convertible to traditional multifamily use, and that student
             tenants have a higher turnover rate than other types of multifamily
             tenants, which in certain cases is compounded by the fact that
             student leases are available for periods of less than 12 months;

         o   applicable state and local regulations designed to protect tenants
             in connection with evictions and rent increases;

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

         o   local factory or other large employer closings;

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

         o   the level of mortgage interest rates to the extent it encourages
             tenants to purchase single-family housing;

         o   the ability of the management team to effectively manage the
             subject property;

         o   the ability of the management to provide adequate maintenance and
             insurance; o compliance and continuance of any government housing
             rental subsidiary programs from which the subject property receives
             benefits and whether such subsidies or vouchers may be used at
             other properties;

         o   distance from employment centers and shopping areas;

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

         o   the financial condition of the owner of the subject property.

In addition, multifamily rental properties and manufactured housing properties
are part of a market that, in general, is characterized by low barriers to
entry. Thus, a particular multifamily rental/manufactured housing property
market with historically low vacancies could experience substantial new
construction and a resultant oversupply of rental units within a relatively
short period of time. Because leases with respect to a multifamily
rental/manufactured housing property are typically leased on a short-term basis,
the tenants residing at a particular property may easily move to alternative
multifamily rental/manufactured housing properties with more desirable amenities
or locations or to single family housing.

         Some of the multifamily rental properties that will secure mortgage
loans that we intend to include in the trust fund are subject to land use
restrictive covenants, affordable housing covenants or contractual covenants in
favor of federal or state housing agencies. These covenants normally require
that a minimum number or percentage of units be rented to tenants who have
incomes that are substantially lower than median incomes in the applicable area
or region. These covenants may limit the potential rental rates that may govern
rentals at any of those properties, the potential tenant base for any of those
properties or both.

         Some of the mortgaged real properties have tenants that rely on rent
subsidies under various government funded programs, including the Section 8
Tenant-Based Assistance Rental Certificate Program of the United States
Department of Housing and Urban Development. With respect to certain of the
mortgage loans, the borrower may receive subsidies or other assistance from
government programs. Generally, the mortgaged real property must satisfy certain
requirements, the borrower must observe certain leasing practices and/or the
tenant(s) must regularly meet certain income requirements. There is no assurance
that such programs will be continued in their present form or that the borrower
will continue to comply with the requirements of the programs to enable the
borrower to receive the subsidies in the future or that the level of assistance



                                      S-41


provided will be sufficient to generate enough revenues for the related borrower
to meet its obligations under the related mortgage loans.

         Some of the mortgaged real properties that will secure mortgage loans
that we intend to include in the trust fund entitle their owners to receive
low-income housing tax credits pursuant to Section 42 of the Internal Revenue
Code. Section 42 of the Internal Revenue Code provides a tax credit for owners
of multifamily rental properties meeting the definition of low-income housing
who have received a tax credit allocation from the state or local allocating
agency. The total amount of tax credits to which the property owner is entitled,
is based upon the percentage of total units made available to qualified tenants.

         The tax credit provisions limit the gross rent for each low-income
unit. Under the tax credit provisions, a property owner must comply with the
tenant income restrictions and rental restrictions over a minimum of a 15-year
compliance period. In addition, agreements governing the multifamily rental
property may require an "extended use period," which has the effect of extending
the income and rental restrictions for an additional period.

         In the event a multifamily rental property does not maintain compliance
with the tax credit restrictions on tenant income or rental rates or otherwise
satisfy the tax credit provisions of the Internal Revenue Code, the property
owner may suffer a reduction in the amount of available tax credits and/or face
the recapture of all or part of the tax credits related to the period of the
noncompliance and face the partial recapture of previously taken tax credits.
The loss of tax credits, and the possibility of recapture of tax credits already
taken, may provide significant incentive for the property owner to keep the
related multifamily rental property in compliance with such tax credit
restrictions and limit the income derived from the related property.

         Eight (8) of the mortgage loans, representing approximately 0.6% of the
aggregate principal balance of the initial mortgage pool balance, of which six
(6) mortgage loans are in loan group no. 1, representing 0.5% of the initial
loan group no. 1 balance, and two (2) mortgage loans are in loan group no. 2,
representing 1.0% of the initial loan group no. 2 balance, respectively, are
mortgage loans made to residential cooperative corporations and secured by
residential cooperative properties.

         A number of factors may adversely affect the value and successful
operation of a cooperative property. Some of these factors include:

         o   the ability of tenants to remain in a cooperative property after
             its conversion from a rental property, at below market rents and
             subject to applicable rent control and stabilization laws;

         o   the primary dependence of a borrower upon maintenance payments and
             any rental income from units or commercial areas to meet debt
             service obligations;

         o   the failure of a borrower to qualify for favorable tax treatment as
             a "cooperative housing corporation" each year, which may reduce the
             cash flow available to make payments on the related mortgage loan;
             and

         o   the possibility that, upon foreclosure, in the event a cooperative
             property becomes a rental property, certain units could be subject
             to rent control, stabilization and tenants' rights laws, at below
             market rents, which may affect rental income levels and the
             marketability and sale proceeds of the rental property as a whole.

         A residential cooperative building and the land under the building are
owned or leased by a non-profit residential cooperative corporation. The
cooperative owns all the units in the building and all common areas. Its tenants
own stock, shares or membership certificates in the corporation. This ownership
entitles the tenant-stockholders to proprietary leases or occupancy agreements
which confer exclusive rights to occupy such units. Generally, the
tenant-stockholders make monthly maintenance payments which represent their
share of the cooperate corporation's mortgage loan, real property taxes, reserve
contributions and capital expenditures, maintenance and other expenses, less any
income the corporation may receive. These payments are in addition to any
payments of principal and interest the tenant-stockholder may be required to
make on any loans secured by its shares in the cooperative.

         See "Description of the Trust Assets--Mortgage Loans--Various Types of
Multifamily and Commercial Properties May Secure Mortgage Loans Underlying a
Series of Offered Certificates--Multifamily Rental Properties" in the
accompanying prospectus.



                                      S-42


         Ten Percent or More of the Initial Mortgage Pool Balance Will Be
Represented by Mortgage Loans Secured by Office Properties, Thereby Materially
Exposing Offered Certificateholders to Risks Associated with the Performance of
Office Properties. Thirty-five (35) of the mortgaged real properties, securing
mortgage loans that represent 22.1% of the initial mortgage pool balance, are
primarily used for office purposes. A number of factors may adversely affect the
value and successful operation of an office property. Some of these factors
include:

         o   the strength, stability, number and quality of the tenants;

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

         o   location and accessibility from surrounding highways/streets;

         o   the ability of the management team to effectively manage the
             subject property;

         o   the physical condition and amenities of the subject building in
             relation to competing buildings, including the condition of the
             HVAC system, parking and the subject building's compatibility with
             current business wiring requirements and/or sophisticated building
             systems and the adaptability of the building to changes in
             technological needs of the tenants;

         o   whether the area is a desirable business location, including local
             labor cost and quality, access to transportation, tax environment,
             including tax benefits, and quality of life issues, such as schools
             and cultural amenities;

         o   an adverse change in population, patterns of telecommuting or
             sharing of office space, and employment growth (which creates
             demand for office space);

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

         o   the financial condition of the owner of the subject property.

         Moreover, the cost of refitting office space for a new tenant is often
higher than the cost of refitting other types of properties for new tenants. See
"Description of the Trust Assets--Mortgage Loans--Various Types of Multifamily
and Commercial Properties May Secure Mortgage Loans Underlying a Series of
Offered Certificates--Office Properties" in the accompanying prospectus.

         Property Management Is Important to the Successful Operation of the
Mortgaged Real Property. The successful operation of a real estate project
depends in part on the performance and viability of the property manager. The
property manager is generally responsible for:

         o   operating the property and providing building services;

         o   establishing and implementing the rental structure;

         o   managing operating expenses;

         o   responding to changes in the local market; and

         o   advising the borrower with respect to maintenance and capital
             improvements.

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

         A good property manager, by controlling costs, providing necessary
services to tenants and overseeing and performing maintenance or improvements on
the property, can improve cash flow, reduce vacancies, reduce 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, the underwriters and the mortgage loan sellers do not make any
representation or warranty as to the skills of any present or future property
managers with respect to the mortgaged real properties that will secure the
underlying mortgage loans. Furthermore, we cannot assure you that the property
managers will be in a financial condition to fulfill their



                                      S-43


management responsibilities throughout the terms of their respective management
agreements. In addition, certain of the mortgaged real properties are managed by
affiliates of the applicable borrower. If an underlying mortgage loan is in
default or undergoing special servicing, this could disrupt the management of
the mortgaged real property and may adversely affect cash flow.

         Reliance on a Single Tenant May Increase the Risk that Cash Flow Will
Be Interrupted. Seventeen (17) mortgaged real properties, securing mortgage
loans that represent 6.5% of the initial mortgage pool balance, are each leased
by a single tenant. In addition, 14 other mortgaged real properties, securing
mortgage loans that represent 6.0% of the initial mortgage pool balance, have,
in each case, a single tenant that occupies 50% or more, but less than 100%, of
the space at the particular property. In certain cases, the single tenant lease
is a master lease or similar arrangement with a tenant who is an affiliate of
the borrower under the subject mortgage loan. Reliance on a single or major
tenant may increase the risk that cash flow will be interrupted, which will
adversely affect the ability of a borrower to repay its mortgage loan. In such
circumstances, the deterioration of the financial condition of the tenant can be
particularly significant, the impact to the financial condition of the borrower
due to the absence or reduction in operating income or rental income may be
severe, and an increased period of time may be required to re-lease the space or
substantial costs may be incurred to modify the space to satisfy the needs of
replacement tenants

         Options and Other Purchase Rights May Affect Value or Hinder Recovery
with Respect to Mortgaged Real Properties. With respect to certain of the
underlying mortgage loans, the related borrower has given to one or more tenants
a right of first refusal in the event a sale is contemplated, an option to
purchase all or a portion of the related mortgaged real property or right of
first offer to purchase all or a portion of the mortgaged property. These rights
may impede the mortgagee's ability to sell the related mortgaged real property
at foreclosure or after acquiring such property pursuant to foreclosure, or
adversely affect the future proceeds or marketability.

         Condominium Ownership May Limit Use and Improvements. Five (5) of the
mortgage loans that we intend to include in the trust fund, which represent
18.0% of the initial mortgage pool balance, are secured by mortgaged real
properties that consist of the related borrower's condominium interests in
buildings and/or other improvements, the related percentage 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 building and there may be no assurance that
the borrower under a mortgage loan secured by one or more interests in that
condominium will have any control over decisions made by the related board of
managers. Thus, decisions made by that board of managers, including regarding
assessments to be paid by the unit owners, insurance to be maintained on the
condominium building and many other decisions affecting the maintenance, repair
and, in the event of a casualty or condemnation, restoration of that building,
may have a significant impact on the mortgage loans in the trust fund that are
secured by mortgaged real properties consisting of such condominium interests.
There can be no assurance that the related board of managers will always act in
the best interests of the borrower under those mortgage loans. Further, due to
the nature of condominiums, a default under the related mortgage loan will not
allow the special servicer the same flexibility in realizing on the collateral
as is generally available with respect to properties that are not condominiums.
For example, a mortgaged property may not be readily convertible due to
restrictive covenants applicable to a mortgaged property subject to a
condominium regime. The rights of any other unit owners, the documents governing
the management of the condominium units and the state and local laws applicable
to condominium units must be considered. In addition, in the event of a casualty
with respect to such mortgaged real properties, due to the possible existence of
multiple loss payees on any insurance policy covering those mortgaged real
properties, 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-C5 certificateholders to a greater
delay, expense and risk than with respect to a mortgage loan secured by a
property that is not a condominium.

         Losses on Larger Loans May Adversely Affect Distributions on Your
Certificates. Certain of the mortgage loans or groups of cross-collateralized
mortgage loans that we intend to include in the trust fund have cut-off date
principal balances that are substantially higher than the average cut-off date
principal balance. In general, these concentrations can result in losses that
are more severe than would be the case if the total principal balance of the
mortgage loans backing the offered certificates were more evenly distributed.
The following chart lists the ten (10) largest mortgage loans or groups of
cross-collateralized mortgage loans that are to be included in the trust fund.



                                      S-44


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



                                                                                  % OF INITIAL
                                                               CUT-OFF DATE         MORTGAGE
                          PROPERTY/PORTFOLIO NAME           PRINCIPAL BALANCE     POOL BALANCE
----------------------------------------------------------  -----------------     ------------

1.  Time Warner Retail....................................     $320,000,000           17.1%
2.  275 Madison Avenue....................................      $71,000,000            3.8%
3.  AT&T Consumer Services Headquarters...................      $58,000,000            3.1%
4.  Eastgate Mall.........................................      $53,700,000            2.9%
5.  BECO Park at Forbes Center*...........................      $51,845,328            2.8%
6.  Orangefair Marketplace Shopping Center................      $35,925,742            1.9%
7.  Pershing Park Plaza...................................      $29,500,000            1.6%
8.  Shoppes of Paradise Isle Shopping Center..............      $28,000,000            1.5%
9.  1300 Parkwood Office Building.........................      $27,500,000            1.5%
10. River Road Apartments.................................      $26,500,000            1.4%


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

*    Consists of BECO Park at Forbes Center - BRIT I, BECO Park at Forbes Center
     - BRIT II and BECO Park at Forbes Center - BRIT III.

         Mortgage Loans to Related Borrowers May Result in More Severe Losses on
Your Offered Certificates. Certain groups of the mortgage loans that we intend
to include in the trust fund were made to the same borrower or to borrowers
under common ownership. In some cases, the mortgage loans in any of those groups
are not cross-collateralized. Mortgage loans with the same borrower or related
borrowers pose additional risks. Among other things:

         o   financial difficulty at one mortgaged real property could cause the
             owner to defer maintenance at another mortgaged real property in
             order to satisfy current expenses with respect to the troubled
             mortgaged real property; and

         o   the owner could attempt to avert foreclosure on one mortgaged real
             property by filing a bankruptcy petition that might have the effect
             of interrupting monthly payments for an indefinite period on all of
             the related mortgage loans.

See "Description of the Underlying Mortgage Loans--Cross-Collateralized Mortgage
Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" in this prospectus supplement.

         Enforceability of Cross-Collateralization Provisions May Be Challenged
and the Benefits of these Provisions May Otherwise Be Limited. Six (6) groups of
mortgage loans that we intend to include in the trust fund, which represent 5.9%
of the initial mortgage pool balance, are secured by multiple real properties,
through cross-collateralization with other mortgage loans that are to be
included in the trust fund or otherwise. These arrangements attempt to reduce
the risk that one mortgaged real property may not generate enough net operating
income to pay debt service. However, arrangements of this type involving more
than one borrower could be challenged as a fraudulent conveyance if:

         o   one of the borrowers were to become a debtor in a bankruptcy case,
             or were to become subject to an action brought by one or more of
             its creditors outside a bankruptcy case;

         o   the related borrower did not receive fair consideration or
             reasonably equivalent value in exchange for allowing its mortgaged
             real property to be encumbered; and

         o   at the time the lien was granted, the borrower was:

             1.   insolvent;

             2.   inadequately capitalized; or

             3.   unable to pay its debts.

         In addition, some of the underlying mortgage loans referred to in the
foregoing paragraph allow for the termination of the applicable
cross-collateralization provisions and/or for the release of individual
mortgaged real properties, whether through partial prepayment of a release
price, through partial defeasance and/or upon the satisfaction of various
underwriting criteria. See "Description of the Underlying Mortgage
Loans--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage Loans and
Mortgage Loans with Affiliated Borrowers" in this prospectus supplement.

                                      S-45


         Furthermore, when multiple real properties secure a mortgage loan or
group of cross-collateralized mortgage loans, the amount of the mortgage
encumbering any particular one of those properties may be less than the full
amount of the related mortgage loan or group of cross-collateralized mortgage
loans, generally, to minimize recording tax. This mortgage amount may equal the
appraised value or allocated loan amount for the mortgaged real 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
or group of cross-collateralized mortgage loans.

         A Borrower's Other Loans May Reduce the Cash Flow Available to Operate
and Maintain the Related Mortgaged Real Property or May Interfere with the Trust
Fund's Rights Under the Related Underlying Mortgage Loan, Thereby Adversely
Affecting Distributions on Your Offered Certificates. As described under
"Description of the Underlying Mortgage Loans--Additional Loan and Property
Information--Additional Secured Financing" in this prospectus supplement, some
mortgaged real properties securing the underlying mortgage loans have been or
may be encumbered by other subordinate or pari passu debt. In addition, subject,
in some cases, to certain limitations relating to maximum amounts, the borrowers
generally may incur trade and operational debt or other unsecured debt, and
enter into equipment and other personal property and fixture secured financing
and leasing arrangements, in connection with the ordinary operation and
maintenance of the related mortgaged real property. Furthermore, in the case of
those mortgage loans which require or allow letters of credit to be posted by
the related borrower as additional security for its mortgage loan, in lieu of
reserves or otherwise, the related borrower may be obligated to pay fees and
expenses associated with the letter of credit and/or to reimburse the letter of
credit issuer or others in the event of a draw upon the letter of credit by the
lender.

         The existence of other debt could:

         o   adversely affect the financial viability of a borrower by reducing
             the cash flow available to the borrower to operate and maintain the
             related mortgaged real property;

         o   adversely affect the security interest of the lender in the
             equipment or other assets acquired through its financings;

         o   complicate bankruptcy proceedings; and

         o   delay foreclosure on the related mortgaged real property.

         In addition, in the case of two (2) mortgage loans that we intend to
include in the trust fund, which represent 3.7% of the initial mortgage pool
balance, and which are secured by the mortgaged real properties identified on
Exhibit A-1 to this prospectus supplement as Eastgate Mall and FedEx-Midway,
respectively, each holder of the junior Eastgate Mall outside-the-trust fund
mortgage loan and the holder of the junior FedEx-Midway outside-the-trust fund
mortgage loan has one or more of the following rights:

         o   the right to consult with one or more of the applicable servicing
             parties with respect to various servicing actions affecting the
             subject underlying mortgage loan;

         o   the right to consent to or direct various servicing actions
             affecting the subject underlying mortgage loan;

         o   the right to purchase the subject underlying mortgage loan under
             various default scenarios; and

         o   the right to cure various events of default under the subject
             underlying mortgage loan.

         The party or parties entitled to exercise or participate in the
exercise of the rights described in the preceding paragraph may have interests
that conflict with the interests of the holders of the series 2004-C5
certificates.

         See "Description of the Underlying Mortgage Loans--Certain Matters
Regarding the Eastgate Mall Mortgage Loan" and "--Certain Matters Regarding the
FedEx-Midway Mortgage Loan" in this prospectus supplement.

         Mezzanine Debt Can Act as a Disincentive to the Principals of a
Borrower. If any of the principals in a borrower under one of the mortgage loans
that we intend to include in the trust fund pledges its equity interest in that
borrower to secure a debt, frequently called mezzanine debt, then:

         o   depending on the use of the proceeds from that loan, the equity
             interest of that principal in that borrower will be reduced and,
             further, depending on its remaining equity interest, that principal
             could be less inclined



                                      S-46


             to infuse that borrower with additional funds if the performance
             and/or value of the related mortgaged real property declines; and

         o   if that equity interest is foreclosed upon following a default
             under the mezzanine debt, there could be a change in control of
             that borrower.

         As described under "Description of the Underlying Mortgage
Loans--Additional Loan and Property Information--Additional Secured Financing"
in this prospectus supplement, we are aware of certain mortgage loans that we
intend to include in the trust fund as to which mezzanine financing exists or is
permitted to be incurred.

         Some Borrowers Under the Underlying Mortgage Loans Will Not Be Limited
to Owning Their Respective Mortgaged Real Properties, Thereby Increasing the
Risk of Borrower Bankruptcy. The business activities of some of the borrowers
under mortgage loans that we intend to include in the trust fund are not limited
to owning their respective mortgaged real properties. Accordingly, the financial
success of these borrowers may be affected by the performance of their other
business activities, including other real estate interests. In addition, some
borrowers have incurred or are permitted in the future to incur debt unrelated
to operating the related mortgaged real property. Those other business
activities and/or that additional debt increase the possibility that the
borrower may become bankrupt or insolvent. See "Description of the Underlying
Mortgage Loans--Additional Loan and Property Information--Non-Special Purpose
Entity Borrowers" in this prospectus supplement.

         Tenancies in Common May Hinder Recovery. Eight (8) of the mortgage
loans that we intend to include in the trust fund, which represent 4.3% of the
initial mortgage pool balance, have borrowers that own the related mortgaged
real properties as tenants-in-common. In general, with respect to a
tenant-in-common ownership structure, each tenant-in-common owns an undivided
interest 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) the tenant-in-common has the ability to request that a court
order a sale of the property and distribute the proceeds to each
tenant-in-common proportionally. Therefore, the related mortgage loan may be
subject to prepayment.

         The bankruptcy, dissolution or action for partition by one or more of
the tenants-in-common could result in an early repayment of the related mortgage
loan, a 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 mortgage loan. In some cases, the related
mortgage loan documents provide for full recourse to the related
tenant-in-common borrower or the guarantor if a tenant-in-common files for
partition or bankruptcy. In most cases, the related tenant-in-common borrower is
a special purpose entity (in some cases bankruptcy-remote), reducing the risk of
bankruptcy. However, not all tenants-in-common for these mortgage loans are
special purpose entities and, in some cases, the borrower is actually an
individual. 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. This risk can be mitigated if,
after the commencement of the first such bankruptcy, a mortgagee commences an
involuntary proceeding against the other tenant-in-common borrowers and moves to
consolidate all such cases. However, there can be no assurance that a court will
consolidate all such cases. Also, there can be no assurance that a bankruptcy
proceeding by a single tenant-in-common borrower will not delay enforcement of
these mortgage loans.

         Changes in Mortgage Pool Composition Can Change the Nature of Your
Investment. If you purchase any class A-2, A-3, A-AB, A-4, A-J, B, C and/or D
certificates, you will be more exposed to risks associated with changes in
concentrations of borrower, loan or property characteristics in loan group no. 1
than are persons who own class A-1 certificates.

         Geographic Concentration of the Mortgaged Real Properties May Adversely
Affect Distributions on Your Offered Certificates. The concentration of
mortgaged real properties in a specific state or region will make the
performance of the mortgage loans that we intend to include in the trust fund,
as a whole, more sensitive to the following factors in the state or region where
the borrowers and the mortgaged real properties are concentrated:

         o   economic conditions, including real estate market conditions;

         o   changes in governmental rules and fiscal policies;

         o   regional factors such as earthquakes, floods, forest fires or
             hurricanes;

         o   acts of God, which may result in uninsured losses; and

         o   other factors that are beyond the control of the borrowers.



                                      S-47


         The mortgaged real properties are located in thirty-seven states and
the District of Columbia. The table below sets forth the states in which a
significant percentage of the mortgaged real properties are located. Except as
set forth below, no state contains more than 4.3%, by cut-off date principal
balance or allocated loan amount, of the mortgaged real properties that secure
the underlying mortgage loans.

       SIGNIFICANT GEOGRAPHIC CONCENTRATIONS OF MORTGAGED REAL PROPERTIES


                                                  NUMBER OF       % OF INITIAL
                                                  MORTGAGED         MORTGAGE
                    STATE                      REAL PROPERTIES    POOL BALANCE
-------------------------------------------    ---------------    ------------
New York...................................           17               23.6%
California.................................           36               13.0%
Texas......................................           28                8.7%
Florida....................................           21                5.8%
Indiana....................................            8                5.2%
Georgia....................................            6                5.0%
Ohio.......................................            9                4.6%

         Some Remedies May Not Be Available Following a Mortgage Loan Default.
The mortgage loans that we intend to include in the trust fund contain
"due-on-sale" and "due-on-encumbrance" clauses. These clauses permit the holder
of an underlying mortgage loan to accelerate the maturity of the mortgage loan
if the related borrower sells or otherwise transfers or encumbers the related
mortgaged real property or its interest in the related mortgaged real property
in violation of the terms of the mortgage. All of the mortgage loans that we
intend to include in the trust fund also include a debt-acceleration clause
which permits the lender to accelerate the debt upon specified monetary or
non-monetary defaults of the related borrower.

         The courts of all states will enforce clauses providing for
acceleration in the event of a material payment default. The equity courts of a
state, however, may refuse the foreclosure or other sale of a mortgaged real
property or refuse to permit the acceleration of the indebtedness as a result of
a default deemed to be immaterial or if the exercise of these remedies would be
inequitable or unjust.

         Each of the mortgage loans that we intend to include in the trust fund
is secured by an assignment of leases and rents from the related borrower, which
assignment may be contained within the mortgage instrument. However, in many
cases, the related borrower generally may collect rents for so long as there is
no default. As a result, the trust fund's rights to these rents will be limited
because:

         o   the trust fund may not have a perfected security interest in the
             rent payments until the master servicer or the special servicer
             collects them;

         o   the master servicer or the special servicer may not be entitled to
             collect the rent payments without court action; and

         o   the bankruptcy of the related borrower could limit the ability of
             the master servicer or the special servicer to collect the rents.

         Lending on Income-Producing Real Properties Entails Environmental
Risks. Under various federal and state laws, a current or previous owner or
operator of real property may be liable for the costs of cleanup of
environmental contamination on, under, at or emanating from, the property. These
laws often impose liability whether or not the owner or operator knew of, or was
responsible for, the presence of the contamination. The costs of any required
cleanup and the owner's liability for these costs are generally not limited
under these laws and could exceed the value of the property and/or the total
assets of the owner. Contamination of a property may give rise to a lien on the
property to assure the costs of cleanup. An environmental lien may have priority
over the lien of an existing mortgage. In addition, the presence of hazardous or
toxic substances, or the failure to properly clean up contamination on the
property, may adversely affect the owner's or operator's future ability to
refinance the property.

         Certain environmental laws impose liability for releases of asbestos
into the air, and govern the responsibility for the removal, encapsulation or
disturbance of asbestos-containing materials when the asbestos-containing
materials are in poor condition or when a property with asbestos-containing
materials undergoes renovation or demolition. Certain laws impose liability for
lead-based paint, lead in drinking water, elevated radon gas inside buildings
and releases of polychlorinated biphenyl compounds. Third parties may also seek
recovery from owners or operators of real property for personal injury or



                                      S-48


property damage associated with exposure to asbestos, lead, radon,
polychlorinated biphenyl compounds and any other contaminants.

         As described in this prospectus supplement under "Description of the
Underlying Mortgage Loans--Underwriting Matters--Environmental Assessments," a
third-party environmental consultant conducted some form of environmental
investigation with respect to all of the mortgaged real properties securing the
mortgage loans that we intend to include in the trust fund, except in the case
of 47 underlying mortgage loans originated by Column under its "small balance
loan" program, for which a limited environmental assessment was prepared. In the
case of 186 mortgaged real properties, securing mortgage loans that represent
95.4% of the initial mortgage pool balance, that environmental investigation
included a Phase I environmental site assessment or an update (which may have
been performed pursuant to a database or transaction screen update) of a
previously conducted assessment that was prepared during the 19-month period
ending in December 2004. In the case of 47 mortgaged real properties, securing
mortgage loans that represent 4.5% of the initial mortgage pool balance, which
properties are covered by environmental insurance, that environmental
investigation was limited to an assessment concerning asbestos-containing
materials, lead based paint and/or radon. In some cases, a third-party
consultant also conducted a Phase II environmental site assessment of the
mortgaged real property.

         In several cases, the environmental testing for a mortgaged real
property identified potential and, in some cases, significant environmental
issues at nearby properties.

         If the environmental investigations described above identified
material adverse or potentially material adverse environmental conditions at or
with respect to any of the respective mortgaged real properties securing a
mortgage loan that we intend to include in the trust fund or at a nearby
property with potential to affect a mortgaged real property, then:

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

         o   an operation and maintenance plan or other remediation was required
             and/or an escrow reserve was established to cover the estimated
             costs of obtaining that plan and/or effecting that remediation;

         o   those conditions were remediated or abated in all material respects
             prior to the closing date;

         o   a letter was obtained from the applicable regulatory authority
             stating that no further action was required;

         o   an environmental insurance policy was obtained, a letter of credit
             was provided, an escrow reserve account was established, another
             party has acknowledged responsibility, or an indemnity from the
             responsible party was obtained to cover the estimated costs of any
             required investigation, testing, monitoring or remediation, which
             in some cases has been estimated to be in excess of $50,000;

         o   another responsible party has agreed to indemnify the holder of the
             mortgage loan from any losses that such party suffers as a result
             of such environmental condition;

         o   in those cases in which an offsite property is the location of a
             leaking underground storage tank or groundwater contamination, a
             responsible party may have been identified under applicable law,
             and generally either--

             1. that condition is not known to have affected the mortgaged real
                property,

             2. the responsible party has either received a letter from the
                applicable regulatory agency stating no further action is
                required, established a remediation fund, engaged in responsive
                remediation, or provided an indemnity or guaranty to the
                borrower, or

             3. an environmental insurance policy was obtained; or

         o   in those cases involving mortgage loans with an original principal
             balance of less than $1,000,000, the borrower expressly agreed to
             comply with all federal, state and local statutes or regulations
             respecting the environmental conditions.

         In many cases, the environmental investigation described above
identified the presence of asbestos-containing materials, lead-based paint, mold
and/or radon. Where these substances were present, the environmental consultant
often recommended, and the related loan documents generally required, the
establishment of an operation and maintenance plan to



                                      S-49


address the issue or, in some cases involving asbestos-containing materials,
lead-based paint, mold and/or radon, an abatement, mitigation or removal
program. In a few cases, the particular asbestos-containing materials,
lead-based paint, mold and/or radon was in need of repair, mitigation or other
remediation. This could result in a claim for damages by any party injured by
that condition.

         In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potentially material adverse environmental
condition at a mortgaged real property securing a mortgage loan that we intend
to include in the trust fund, because a responsible party with respect to that
condition had already been identified. There can be no assurance, however, that
such a responsible party will be financially able to address the subject
condition.

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

         There can be no assurance that--

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

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

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

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

         In the case of 47 mortgaged real properties, securing mortgage loans
that represent 4.5% of the initial mortgage pool balance, the environmental
investigation which was conducted in connection with the origination of the
related underlying mortgage loan was limited to testing for asbestos-containing
materials, lead-based paint and/or radon. In general, the related originator's
election to limit the environmental testing with respect to those 47 mortgaged
real properties was based upon the delivery of a secured creditor impaired
property policy covering specific environmental matters with respect to the
particular property. Those 47 mortgaged real properties are covered by a blanket
secured creditor impaired property policy. The policy, however, does not provide
coverage for adverse environmental conditions at levels below legal limits and
typically does not provide coverage for conditions involving asbestos and
lead-based paint or, in some cases, microbial matter.

         In some cases, the originator of the related mortgage loan--

         o   agreed to release a principal of the related borrower from its
             obligations under an environmental or hazardous substances
             indemnity with respect to the particular mortgaged real property in
             connection with the delivery of a secured creditor impaired
             property policy covering that property, or

         o   required an environmental insurance policy because of a specific
             environmental issue with respect to the particular mortgaged real
             property.

         See "Description of the Underlying Mortgage Loans--Underwriting
Matters--Environmental Insurance" in this prospectus supplement.

         Appraisals and Market Studies May Inaccurately Reflect the Value of the
Mortgaged Real Properties. In connection with the origination of each of the
mortgage loans that we intend to include in the trust fund, the related
mortgaged real property was appraised by an independent appraiser.

         Appraisals are not guarantees, and may not be fully indicative, of
present or future value because:

         o   they represent the analysis and opinion of the appraiser at the
             time the appraisal is conducted and the value of the mortgaged real
             property may have fluctuated since the appraisal was performed;



                                      S-50


         o   there can be no assurance that another appraiser would not have
             arrived at a different valuation, even if the appraiser used the
             same general approach to, and the same method of, appraising the
             mortgaged real property; and

         o   appraisals seek to establish the amount a typically motivated buyer
             would pay a typically motivated seller and therefore, could be
             significantly higher than the amount obtained from the sale of a
             mortgaged real property under a distress or liquidation sale.

         Property Managers and Borrowers May Each Experience Conflicts of
Interest in Managing Multiple Properties. In the case of many of the mortgage
loans that we intend to include in the trust fund, the related property managers
and borrowers may experience conflicts of interest in the management and/or
ownership of the related mortgaged real properties because:

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

         o   the property managers also may manage additional properties,
             including properties that may compete with those mortgaged real
             properties; and

         o   affiliates of the property managers and/or the borrowers, or the
             property managers and/or the borrowers themselves, also may own
             other properties, including properties that may compete with those
             mortgaged real properties.

         The Master Servicer and the Special Servicer May Experience Conflicts
of Interest. The master servicer and the special servicer will service loans
other than those included in the trust fund in the ordinary course of their
businesses. These other loans may be similar to the mortgage loans in the trust
fund. The mortgaged real properties securing these other loans may--

         o   be in the same markets as mortgaged real properties securing
             mortgage loans in the trust fund, and/or

         o   have owners and/or property managers in common with mortgaged real
             properties securing mortgage loans in the trust fund.

         In these cases, the interests of the master servicer or the special
servicer, as applicable, and their other clients may differ from and compete
with the interests of the trust fund and these activities may adversely affect
the amount and timing of collections on the mortgage loans in the trust fund.
Under the pooling and servicing agreement, the master servicer and the special
servicer are each required to service the mortgage loans in the trust fund for
which it is responsible generally in the same manner, and with the same care, as
similar mortgage loans serviced by it and held as part of its own portfolio or
the portfolios of third parties.

         Encumbered Leasehold Interests Are Subject to Terms of the Ground Lease
and Are Therefore Riskier than Encumbered Fee Estates as Collateral. Seven (7)
of the mortgage loans that we intend to include in the trust fund, which
represent 6.5% of the initial mortgage pool balance, are secured in whole or in
material part by leasehold interests (including, in one case, a subleasehold
interest) with respect to which the related owner of the fee estate has not
mortgaged the corresponding fee estate as security for the related mortgage
loan. For the purposes of this prospectus supplement, when the ground lessee and
ground lessor are both parties to the related mortgage instrument, or have each
entered into a mortgage instrument encumbering their respective estates, the
interest in the related mortgaged real property has been categorized as a fee
simple estate.

         Upon the bankruptcy of a lessor or a lessee under a ground lease or of
a sub-ground lessor or sub-ground lessee under a sub-ground lease, the debtor
entity has the right to continue or terminate the ground lease or sub-ground
lease, as applicable. Pursuant to Section 365(h) of the U.S. Bankruptcy Code,
subject to the discussion in the next paragraph, a ground lessee or sub-ground
lessee whose ground lease and/or sub-ground lease, as applicable, is terminated
by a debtor ground lessor or sub-ground lessor, as applicable, has the right to
remain in possession of its leased premises under the rent reserved in the lease
or sub-ground lease for the term thereof, including any renewals, but is not
entitled to enforce the obligation of the ground lessor or sub-ground lessor to
provide any services required under the ground lease and/or sub-ground lease, as
applicable. In the event of concurrent bankruptcy proceedings involving the
ground lessor or sub-ground lessor and the ground lessee/sub-ground
lessee/borrower, the ground lease and/or sub-ground lease, as applicable, could
be terminated. It is also possible that, in the case of a sub-ground leasehold
mortgage loan, a termination of the sub-ground



                                      S-51


lease could occur as a result of a termination of the ground lease in connection
with a ground lessor or ground lessee bankruptcy or otherwise.

         Further, in a recent decision by the United States Court of Appeals for
the Seventh Circuit (Precision Indus. v. Qualitech Steel SBQ, LLC, 327 F.3d 537
(2003)), the court ruled that where a statutory sale of the leased property
occurs under Section 363(f) of the U.S. Bankruptcy Code upon the bankruptcy of a
landlord, that sale terminates a lessee's possessory interest in the property,
and the purchaser assumes title free and clear of any interest, including any
leasehold estates. Pursuant to Section 363(e) of the U.S. Bankruptcy Code, a
lessee may request the bankruptcy court to prohibit or condition the statutory
sale of the property so as to provide adequate protection of the leasehold
interest; however, the court ruled that this provision does not ensure continued
possession of the property, but rather entitles the lessee to compensation for
the value of its leasehold interest, typically from the sale proceeds. As a
result, there can be no assurance that, in the event of a statutory sale of
leased property pursuant to Section 363(f) of the U.S. Bankruptcy Code, the
lessee may be able to maintain possession of the property under the ground
lease. In addition, there can be no assurance that the lessee and/or the lender
(to the extent it can obtain standing to intervene) will be able to recoup the
full value of the leasehold interest in bankruptcy court.

         Because of the possible termination of the related ground lease or
sub-ground lease, as applicable, upon a lease default, lending on a leasehold or
subleasehold interest in a real property is riskier than lending on the fee
interest in the property.

         In those cases where the ground lessor has subjected its fee interest
to the related mortgage instrument, we have identified the subject underlying
mortgage loans as being secured by fee mortgages. However, a ground lessor's
execution of a mortgage over its fee interest to secure the ground lessee's debt
may be subject to challenge as a fraudulent conveyance. Among other things, a
legal challenge to the granting of any such lien may focus on the benefits
realized by the ground lessor from the related mortgage loan. If a court
concluded that the ground lessor's granting of the mortgage was an avoidable
fraudulent conveyance, it might take actions detrimental to the holders of the
offered certificates, including, under certain circumstances, invalidating the
mortgage over the ground lessor's fee interest.

         Changes in Zoning Laws May Affect Ability to Repair or Restore a
Mortgaged Real Property. Due to changes in applicable building and zoning
ordinances and codes affecting several of the mortgaged real properties that are
to secure the underlying mortgage loans, which changes occurred after the
construction of the improvements on these properties, these mortgaged real
properties may not comply fully with current zoning laws because of:

         o   density;

         o   use;

         o   parking;

         o   height and set-back requirements; or

         o   other building related conditions.

         These changes will not interfere with the current use of the mortgaged
real property. However, these changes may limit the ability of the related
borrower to rebuild the premises "as is" in the event of a substantial casualty
loss which may adversely affect the ability of the related borrower to meet its
mortgage loan obligations from cash flow. With some exceptions, the underlying
mortgage loans secured by mortgaged real properties which no longer conform to
current zoning ordinances and codes will require, or contain provisions under
which the lender in its reasonable discretion may require, the borrower to
maintain "law and ordinance" coverage which, subject to the terms and conditions
of such coverage, will insure the increased cost of construction to comply with
current zoning ordinances and codes. Insurance proceeds may not be sufficient to
pay off the related mortgage loan in full. In addition, if the mortgaged real
property were to be repaired or restored in conformity with then current law,
its value could be less than the remaining balance on the related mortgage loan
and it may produce less revenue than before repair or restoration.

         In addition, with respect to the underlying mortgage loan secured by
the mortgaged real property identified on Exhibit A-1 to this prospectus
supplement as Time Warner Retail, the characterization of the zoning of the
garage unit of the mortgaged real property as a permitted non-conforming use is
based on letter determinations from the New York City Department of Buildings
(the "DOB"). There is a possibility that either (i) the DOB could change its
determination or (ii) an adjoining land owner might bring a successful claim
challenging the DOB's determination. If either of these possibilities occurred,
a special permit would be required to operate the garage unit (a) as a public
parking garage or (b) on an accessory



                                      S-52


basis with more than 225 spaces. There is also a possibility that if (x) 50% or
more of the Time Warner Center Condominium is damaged or destroyed, (y) the Time
Warner Center Condominium is deemed to be substantially occupied by a
non-conforming use (in this case, the garage unit), and (z) such casualty also
destroys a portion of the garage unit, the garage unit may not be able to be
used as a public parking garage or for accessory parking for more than 225
spaces without a special permit after being rebuilt.

         Lending on Income-Producing Properties Entails Risks Related to
Property Condition. All of the mortgaged real properties were inspected by
engineers during the 33-month period preceding December 2004. Two-hundred
twenty-nine (229) of those inspected mortgaged real properties, securing
mortgage loans that represent 99.4% of the initial mortgage pool balance, were
inspected during the 12-month period preceding December 2004. The scope of those
inspections included an assessment of--

         o   the structure, exterior walls, roofing, interior construction,
             mechanical and electrical systems, and

         o   the general condition of the site, buildings and other improvements
             located at each property.

At eight (8) of those properties, the inspections identified conditions
requiring escrows to be established for repairs or replacements estimated to
cost in excess of $100,000. In many of these cases, the originator required the
related borrower to fund reserves, or deliver letters of credit or other
instruments, to cover all or a portion of these costs. While the aforementioned
escrows were based on recommendations in an engineering report, there can be no
assurance that the reserves or letters of credit or other instruments will be
sufficient to cover the repairs or replacements. Additionally, there can be no
assurance that all conditions requiring repair or replacement have been
identified in these inspections, or that all building code and other legal
compliance issues have been identified through inspection or otherwise, or, if
identified, adequately addressed by escrows or otherwise.

         The Absence or Inadequacy of Terrorism Insurance Coverage on the
Mortgaged Properties May Adversely Affect Payments on Your Certificates. 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 polices on
terms not materially different than terms applicable to other losses, (b) the
federal government will reimburse insurers 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 the
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) authorizes 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 of purely 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.

         The master servicer will use reasonable efforts to cause the borrower
to maintain -- or, if the borrower does not so maintain, then the master
servicer will maintain -- all-risk casualty insurance (the cost of which will be
payable as a servicing advance), which does not contain any carve-out for
terrorist or similar acts, to the extent not prohibited by the terms of the
related mortgage loan documents. The cost of any such insurance so maintained by
the master servicer will be reimbursable to it as a servicing advance. The
master servicer will not be required to call a default under an underlying
mortgage loan if the related borrower fails to maintain such insurance, and the
master servicer will not be required to



                                      S-53


maintain insurance against property damage resulting from terrorist or similar
acts, if the special servicer has determined in accordance with the servicing
standard described in this prospectus supplement that either--

         o   such insurance is not available at commercially reasonable rates
             and that such hazards are not at the time commonly insured against
             for properties similar to the subject mortgaged real property and
             located in or around the region in which the subject mortgaged real
             property is located, or

         o   such insurance is not available at any rate,

provided that, for any underlying mortgage loan in respect of which the related
loan documents contain express provisions requiring terrorism insurance, the
master servicer will use reasonable efforts consistent with the servicing
standard described in this prospectus supplement to enforce such express
provisions. If the related loan documents do not expressly require insurance
against acts of terrorism, but permit the mortgagee to require such other
insurance as is reasonable, the related borrower may challenge whether
maintaining insurance against acts of terrorism is reasonable in light of all
the circumstances, including the cost. The master servicer's efforts to require
such insurance may be further impeded if the originating lender did not require
the subject borrower to maintain such insurance, regardless of the terms of the
related loan documents.

         If any mortgaged real property securing an underlying mortgage loan
sustains damage as a result of an uninsured terrorist or similar act, a default
on the subject mortgage loan may result, and such damaged mortgaged real
property may not provide adequate collateral to satisfy all amounts owing under
such mortgage loan, which could result in losses on some classes of the series
2004-C5 certificates.

         If a borrower is required, under the circumstances described above, to
maintain insurance coverage with respect to terrorist or similar acts, the
borrower may incur higher costs for insurance premiums in obtaining that
coverage which would have an adverse effect on the net cash flow of the related
mortgaged real property.

         Some of the mortgage loans that we intend to include in the trust fund
specifically require terrorism insurance, but such insurance may be required
only to the extent it can be obtained for premiums less than or equal to a "cap"
amount specified in the related loan documents, only if it can be purchased at
commercially reasonable rates and/or only with a deductible at a certain
threshold. See "Description of the Underlying Mortgage Loans--Certain Terms and
Conditions of the Underlying Mortgage Loans--Hazard, Liability and Other
Insurance" in this prospectus supplement.

         We are aware that in the case of at least ten (10) mortgage loans that
we intend to include in the trust fund, which represent 2.8% of the initial
mortgage pool balance, property damage at the related mortgaged real properties
resulting from acts of terrorism is not covered by the related property
insurance. There can be no assurance that mortgaged real properties currently
covered by terrorism insurance will continue to be so covered or that the
coverage is, or will remain, adequate.

         We are aware that in the case of nine (9) other mortgage loans that we
intend to include in the trust fund, which represents 1.6% of the initial
mortgage pool balance, each of the tenants of the related mortgaged real
property self-insure and are obligated to restore the related mortgaged real
property in the event of damage at the related mortgaged real property resulting
from acts of terrorism.

         Compliance with Americans with Disabilities Act May Result in
Additional Costs to Borrowers. Under the Americans with Disabilities Act of
1990, all public accommodations are required to meet certain federal
requirements related to access and use by disabled persons. To the extent a
mortgaged real property securing an underlying mortgage loan does not comply
with the Americans with Disabilities Act of 1990, the related borrower may be
required to incur costs to comply with this law. In addition, noncompliance
could result in the imposition of fines by the federal government or an award of
damages to private litigants.

         Certain Loans May Require Principal Paydowns which May Reduce the Yield
on Your Offered Certificates. Some of the mortgage loans that we intend to
include in the trust fund may require the related borrower to make, or permit
the lender to apply reserve funds to make, partial prepayments if certain
conditions, such as meeting certain debt service coverage ratios and/or
satisfying certain leasing conditions, have not been satisfied. The required
prepayment may need to be made even though the subject mortgage loan is in its
lock-out period. See "Description of the Underlying Mortgage Loans--Certain
Terms and Conditions of the Underlying Mortgage Loans--Mortgage Loans Which May
Require Principal Paydowns."

         Litigation May Adversely Affect Property Performance. There may be
pending or, from time to time, threatened legal proceedings against the
borrowers under the underlying mortgage loans, the managers of the related
mortgaged real



                                      S-54


properties and their respective affiliates, arising out of the ordinary business
of those borrowers, managers and affiliates. We cannot assure you that
litigation will not have a material adverse effect on your investment.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as City
Centre Place, which represents 1.2% of the initial mortgage pool balance, the
principal for the mortgage loan, which is also (a) the sole manager of one of
the tenants-in-common making up the borrower and (b) a vice president of each of
the other tenants-in-common making up the borrower, is the subject of an SEC
investigation. The SEC has requested information from such party relating to
disclosure in prior securities offerings and exemption from the registration
requirements of the Securities Act of 1933, as amended, for the private
offerings in which such party and its affiliated entities were involved. In
addition, the SEC has requested financial information regarding affiliated REITs
as well as certain limited liability companies advised by such party. We cannot
assure you that such investigation will not lead to further inquires or
litigation that could have a material adverse effect on such underlying mortgage
loan.

         One Action Rules May Limit Remedies. Several states, including
California, have laws that prohibit more than one "judicial action" to enforce a
mortgage obligation, and some courts have construed the term "judicial action"
broadly. Accordingly, the special servicer is required to obtain advice of
counsel prior to enforcing any of the trust fund's rights under any of the
underlying mortgage loans that are secured by mortgaged real properties located
where the rule could be applicable. In the case of either a cross-collateralized
mortgage loan or a multi-property mortgage loan that is secured by mortgaged
real properties located in multiple states, the special servicer may be required
to foreclose first on properties located in states where the "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.

         Tax Considerations Related to Foreclosure. The special servicer, on
behalf of the trust fund, may acquire one or more mortgaged real properties
pursuant to a foreclosure or deed in lieu of foreclosure. Any net income from
the operation and management of any such property that is not qualifying "rents
from real property," within the meaning of Section 856(d) of the Internal
Revenue Code, as amended, and any rental income based on the net profits of a
tenant or sub-tenant or allocable to a service that is non-customary in the area
and for the type of property involved, will subject the trust fund to federal
(and possibly state or local) tax on such income at the highest marginal
corporate tax rate (currently 35%), thereby reducing net proceeds available for
distribution to the series 2004-C5 certificateholders. The risk of taxation
being imposed on income derived from the operation of foreclosed property is
particularly present in the case of hotels. The pooling and servicing agreement
permits the special servicer to cause the trust fund to earn "net income from
foreclosure property" that is subject to tax if it determines that the net
after-tax benefit to the series 2004-C5 certificateholders is greater than
another method of operating or net-leasing the subject mortgaged real
properties. See "Federal Income Tax Consequences" in this prospectus supplement
and in the accompanying prospectus.

         In addition, if the trust fund were to acquire one or more mortgaged
real properties pursuant to a foreclosure or deed in lieu of foreclosure, upon
acquisition of those mortgaged real properties, the trust may in certain
jurisdictions, particularly in 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-C5 certificateholders.

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.

         The Class A-J, B, C and D Certificates Are Subordinate to, and Are
Therefore Riskier than, the Class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-X and A-SP
Certificates. If you purchase class A-J, B, C or D certificates, then your
certificates will provide credit support to the other more senior classes of
offered certificates, as well as the class A-X and A-SP certificates. As a
result, you will receive distributions after, and must bear the effects of
losses on the underlying mortgage loans before, the holders of those other more
senior classes of series 2004-C5 certificates.

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

         o   the distribution priorities of the respective classes of the series
             2004-C5 certificates,

         o   the order in which the principal balances of the respective classes
             of the series 2004-C5 certificates with principal balances will be
             reduced in connection with losses and default-related shortfalls,
             and

                                      S-55


         o   the characteristics and quality of the underlying mortgage loans.

         The Offered Certificates Have Uncertain Yields to Maturity. The yield
on your offered certificates will depend on, among other things--

         o   the price you paid for your offered certificates, and

         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 underlying mortgage loans or, in some cases, a particular
             group of underlying mortgage loans,

         o   the rate and timing of defaults, and the severity of losses, if
             any, on the underlying mortgage loans or, in some cases, a
             particular group of underlying mortgage loans,

         o   the rate, timing, severity and allocation of other shortfalls and
             expenses that reduce amounts available for distribution on the
             series 2004-C5 certificates,

         o   the collection and payment of yield maintenance charges with
             respect to the underlying mortgage loans or, in some cases, a
             particular group of underlying mortgage loans, and

         o   servicing decisions with respect to the underlying mortgage loans
             or, in some cases, a particular group of underlying 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.

         In the absence of significant losses, holders of the class A-1, A-2,
A-3, A-AB and A-4 certificates should be concerned with the factors described in
the second, third, fourth, fifth and sixth bullets of the second preceding
paragraph primarily insofar as they relate to the mortgage loans in loan group
no. 1 and holders of the class A-1-A certificates should be concerned with those
factors primarily insofar as they relate to the mortgage loans in loan group no.
2.

         If you purchase your offered certificates at a premium, and if payments
and other collections of principal on the underlying 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 underlying 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. Holders of the class A-1, A-2, A-3, A-AB and A-4 certificates
will be greatly affected by the rate of payments and other collections of
principal on the mortgage loans in loan group no. 1 and, in the absence of
significant losses, should be largely unaffected by the rate of payments and
other collections of principal on the mortgage loans in loan group no. 2.
Holders of the class A-1-A certificates will be greatly affected by the rate of
payments and other collections of principal on the mortgage loans in loan group
no. 2 and, in the absence of significant losses, should be largely unaffected by
the rate of payments and other collections of principal on the mortgage loans in
loan group no. 1.

         The yields on the offered certificates with variable or capped
pass-through rates could also be adversely affected if the underlying mortgage
loans with relatively higher net mortgage interest rates pay principal faster
than the mortgage loans with relatively lower net mortgage interest rates.

         Generally speaking, a borrower is less likely to prepay 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 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 yield maintenance charges. Neither the master servicer nor the special
servicer will be required to advance any yield maintenance charges.

         Delinquencies on the underlying 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.



                                      S-56


Furthermore, no interest will accrue on this shortfall during the period of time
that the payment is delinquent. Even if losses on the underlying mortgage loans
are not allocated to a particular class of offered certificates, the losses may
affect the weighted average life and yield to maturity of that class of offered
certificates. Losses on the underlying mortgage loans, even if not allocated to
a class of offered certificates, may result in a higher percentage ownership
interest evidenced by those offered certificates in the remaining underlying
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 the remaining
underlying mortgage loans. Even if defaults are non-monetary, the special
servicer may still accelerate the maturity of the related mortgage loan which
could result in an acceleration of payments to the series 2004-C5
certificateholders.

         Provisions requiring yield maintenance charges or prepayment premiums
may not be enforceable in some states and under federal bankruptcy law, and may
constitute interest for usury purposes. Accordingly, no assurance can be given
that the obligation to pay a yield maintenance charge or prepayment premium will
be enforceable or, if enforceable, that the foreclosure proceeds will be
sufficient to pay the yield maintenance charge or prepayment premium in
connection with an involuntary prepayment. In general, yield maintenance charges
or prepayment premiums will be among the last items payable out of foreclosure
proceeds. Additionally, although the collateral substitution provisions related
to defeasance are not intended to be, and do not have the same effect on the
series 2004-C5 certificateholders as, a prepayment, there can be no assurance
that a court would not interpret these provisions as requiring a yield
maintenance charge or prepayment premium which may be unenforceable or usurious
under applicable law.

         The Right of the Master Servicer, the Special Servicer and the Trustee
to Receive Interest on Advances May Result in Additional Losses to the Trust
Fund. The master servicer, the special servicer and the trustee will each be
entitled to receive interest on unreimbursed advances made by it. This interest
will generally accrue from the date on which the related advance is made through
the date of reimbursement. The right to receive these distributions of interest
is senior to the rights of holders to receive distributions on the offered
certificates and, consequently, may result in losses being allocated to the
offered certificates that would not have resulted absent the accrual of this
interest.

         If the Master Servicer or the Special Servicer Purchases Series 2004-C5
Certificates, a Conflict of Interest Could Arise between Their Duties and Their
Interests in the Series 2004-C5 Certificates. The master servicer, the special
servicer or an affiliate of either of them may purchase any of the series
2004-C5 certificates. In fact, it is anticipated that an affiliate of Lennar
Partners, Inc. will purchase some or all of several non-offered classes,
including the initial controlling class, of series 2004-C5 certificates. The
purchase of series 2004-C5 certificates by the master servicer or the special
servicer could cause a conflict between its duties under the pooling and
servicing agreement and its interest as a holder of a series 2004-C5
certificate, especially to the extent that certain actions or events have a
disproportionate effect on one or more classes of series 2004-C5 certificates.
However, under the pooling and servicing agreement, the master servicer and the
special servicer are each required to service the underlying mortgage loans for
which it is responsible in the same manner, and with the same care, as similar
mortgage loans serviced by it for its own portfolio or for the portfolios of
third parties.

         The Interests of the Series 2004-C5 Controlling Class
Certificateholders May Be in Conflict with the Interests of the Offered
Certificateholders. The holders (or, in the case of a class of book-entry
certificates, the beneficial owners) of series 2004-C5 certificates representing
a majority interest in the controlling class of series 2004-C5 certificates will
be entitled to designate a particular series 2004-C5 controlling class
certificateholder (or beneficial owner of series 2004-C5 controlling class
certificates) to exercise the rights and powers in respect of the mortgage pool
described under "The Pooling and Servicing Agreement--The Series 2004-C5
Directing Certificateholder and the Series 2004-C5 Controlling Class" in this
prospectus supplement. You should expect that the series 2004-C5 directing
certificateholder will exercise those rights and powers on behalf of the series
2004-C5 controlling class certificateholders, and it will not be liable to any
class of series 2004-C5 certificateholders for doing so. In addition, subject to
the conditions described under "The Pooling and Servicing Agreement--Replacement
of the Special Servicer" in this prospectus supplement, the holders of
certificates representing a majority interest in the controlling class of series
2004-C5 certificates may remove any special servicer, with or without cause, and
appoint a successor special servicer chosen by them without the consent of the
holders of any other series 2004-C5 certificates, the trustee, the certificate
administrator or the master servicer. In the absence of significant losses on
the underlying mortgage loans, the series 2004-C5 controlling class will be a
non-offered class of series 2004-C5 certificates. The series 2004-C5 controlling
class certificateholders are therefore likely to have interests that conflict
with those of the holders of the offered certificates.



                                      S-57


         The Interests of the Respective Holder of an Outside-the-Trust Fund
Mortgage Loan May Be in Conflict with the Interests of the Offered
Certificateholders. The respective holder of an outside-the-trust fund mortgage
loan will be entitled, directly or through a representative or designee, to
exercise the rights and powers with respect to the related underlying mortgage
loan and the related outside-the-trust fund mortgage loan described under
"Description of the Underlying Mortgage Loans--Certain Matters Regarding the
Eastgate Mall Mortgage Loan" or "--Certain Matters Regarding the FedEx-Midway
Mortgage Loan," as applicable, in this prospectus supplement. You should expect
that the holder of an outside-the-trust fund mortgage loan will exercise those
rights and powers exclusively for its own benefit, and it will not be liable to
any class of series 2004-C5 certificateholders for doing so.

         Book-Entry Registration of the Offered Certificates May Require You To
Exercise Your Rights Through The Depository Trust Company. 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. As a result, unless and until
definitive certificates are issued, beneficial owners of offered certificates
will not be recognized as "certificateholders" for certain purposes. Therefore,
until you are recognized as a "certificateholder," you will be able to exercise
the rights of holders of certificates only indirectly through The Depository
Trust Company and its participating organizations. See "Description of the
Offered Certificates--Registration and Denominations" in this prospectus
supplement.

         As a beneficial owner holding an offered certificate through the
book-entry system, you will be entitled to receive the reports described under
"Description of the Offered Certificates--Reports to Certificateholders;
Available Information" in this prospectus supplement and notices only through
the facilities of The Depository Trust Company and its respective participants
or from the certificate administrator, if you have certified to the certificate
administrator that you are a beneficial owner of offered certificates using the
form annexed to the pooling and servicing agreement. Upon presentation of
evidence satisfactory to the certificate administrator of your beneficial
ownership interest in the offered certificates, you will be entitled to receive,
upon request in writing, copies of monthly reports to certificateholders from
the certificate administrator.

         You May Be Bound by the Actions of Other Series 2004-C5
Certificateholders. In some circumstances, the consent or approval of the
holders of a specified percentage of the series 2004-C5 certificates will be
required to direct, consent to or approve certain actions, including amending
the pooling and servicing agreement. In these cases, this consent or approval
will be sufficient to bind all holders of series 2004-C5 certificates.

         Lack of a Secondary Market for the Offered Certificates May Make It
Difficult for You to Resell Your Offered Certificates. There currently is no
secondary market for the offered certificates. Although the underwriters 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, there can be
no assurance that a secondary market for the offered certificates will develop.
Moreover, if a secondary market does develop, there can be no assurance 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.

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

         On September 11, 2001, the United States was subjected to multiple
terrorist attacks, resulting in the loss of many lives and massive property
damage and destruction in New York City, the Washington D.C. area and
Pennsylvania. It is impossible to predict the extent to which future terrorist
activities may occur in the United States.

         The United States military currently occupies Iraq and maintains a
presence in Afghanistan, which may prompt further terrorist attacks against the
United States.

         It is uncertain what effects the U.S. military occupation of Iraq, any
future terrorist activities in the United States or abroad and/or any consequent
actions on the part of the United States Government and others, including
military action, could have on general economic conditions, real estate markets,
particular business segments (including those that are important to the
performance of commercial and multifamily mortgage loans) and/or insurance costs
and the availability of insurance coverage for terrorist acts. Among other
things, reduced investor confidence could result in substantial volatility in
securities markets and a decline in real estate-related investments.

         As a result of the foregoing, defaults on commercial real estate loans
could increase; and, regardless of the performance of the underlying mortgage
loans, the liquidity and market value of the offered certificates may be
impaired.



                                      S-58


See "Risk Factors--Limited Liquidity of Your Certificates May Have An
Adverse Impact on Your Ability To Sell Your Offered Certificates," "--The Market
Value of Your Certificates Will Be Sensitive to Factors Unrelated to the
Performance of Your Certificates and the Underlying Mortgage Assets" and
"--Risks Associated with Commercial or Multifamily Mortgage Loans" in the
accompanying prospectus.

              CAPITALIZED TERMS USED IN THIS PROSPECTUS SUPPLEMENT

         From time to time we use capitalized terms in this prospectus
supplement. A capitalized term used throughout this prospectus supplement will
have the meaning assigned to it in the "Glossary" to this prospectus supplement.

                           FORWARD-LOOKING STATEMENTS

         This prospectus supplement and the accompanying prospectus include 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.

                  DESCRIPTION OF THE UNDERLYING MORTGAGE LOANS

GENERAL

         We intend to include the 228 mortgage loans identified on Exhibit A-1
to this prospectus supplement in the trust fund. The mortgage pool consisting of
those loans will have an initial mortgage pool balance of $1,866,945,055.
However, the actual initial mortgage pool balance may each 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 "--Mortgage Pool Characteristics" below.

         For purposes of calculating distributions on the respective classes of
the series 2004-C5 certificates, the underlying mortgage loans will be divided
into the following two loan groups:

         o   Loan group no. 1, which will consist of all of the underlying
             mortgage loans that are secured by property types other than
             multifamily and mobile home park, together with 24 underlying
             mortgage loans that are secured by multifamily and mobile home park
             property types. Loan group no. 1 will consist of 149 mortgage
             loans, with an initial loan group no. 1 balance of $1,434,325,027,
             representing approximately 76.8% of the initial mortgage pool
             balance.

         o   Loan group no. 2, which will consist of all of the underlying
             mortgage loans that are secured by the multifamily and mobile home
             park property types except for the 24 underlying mortgage loans
             that are secured by multifamily and mobile home park property types
             in loan group no. 1. Loan group no. 2 will consist of 79 mortgage
             loans, with an initial loan group no. 2 balance of $432,620,028,
             representing approximately 23.2% of the initial mortgage pool
             balance.

Exhibit A-1 to this prospectus supplement identifies which underlying mortgage
loans are included in each of loan group no. 1 and loan group no. 2.

         The initial mortgage pool balance will equal the total cut-off date
principal balance of all the underlying mortgage loans, the initial loan group
no. 1 balance will equal the total cut-off date principal balance of the
underlying mortgage loans in loan group no. 1, and the initial loan group no. 2
balance will equal the total cut-off date principal balance of the underlying
mortgage loans in loan group no. 2. The cut-off date principal balance of any
underlying mortgage loan is equal to its unpaid principal balance as of its due
date in December 2004, 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 Exhibit
A-1 to this prospectus supplement.



                                      S-59


         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 a mortgage, deed of trust or other similar security instrument that
creates a mortgage lien on the 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.

         You should consider each of the mortgage loans that we intend to
include in the trust fund to be a nonrecourse obligation of the related
borrower. You should assume that, in the event of a payment default by the
related borrower, recourse will be limited to the corresponding mortgaged real
property or properties for satisfaction of that borrower's obligations. Even in
those cases where recourse to a borrower or guarantor is permitted under the
related loan documents, we have not undertaken an evaluation of the financial
condition of any of these persons. None of the mortgage loans that we intend to
include in the trust fund will be insured or guaranteed by any governmental
entity or by any other person.

         The Eastgate Mall Property secures the Eastgate Mall Mortgage Loan and
the two (2) Eastgate Mall Junior Companion Loans on a subordinated basis
relative to the Eastgate Mall Mortgage Loan. One (1) of the Eastgate Mall Junior
Companion Loans, which we refer to in this prospectus supplement as the
"Eastgate Mall B-1 Note Companion Loan," is senior in right of payment to the
other Eastgate Mall Junior Companion Loan, which we refer to in this prospectus
supplement as the "Eastgate Mall B-2 Note Companion Loan." The Eastgate Mall
Mortgage Loan and the Eastgate Mall Junior Companion Loans collectively
constitute the Eastgate Mall Total Loan. However, none of the Eastgate Mall
Junior Companion Loans is included in the trust fund. The Eastgate Mall Mortgage
Loan has a cut-off date principal balance of $53,700,000, the Eastgate Mall B-1
Note Companion Loan has a cut-off date principal balance of $3,550,000 and the
Eastgate Mall B-2 Note Companion Loan has a cut-off date principal balance of
$7,750,000.

         The FedEx-Midway Property secures the FedEx-Midway Mortgage Loan and
the FedEx-Midway Junior Companion Loan on a subordinated basis relative to the
FedEx-Midway Mortgage Loan in accordance with the terms of an intercreditor
agreement. The FedEx-Midway Mortgage Loan and the FedEx-Midway Junior Companion
Loan collectively constitute the FedEx-Midway Total Loan. However, the
FedEx-Midway Junior Companion Loan is not included in the trust fund. The
FedEx-Midway Mortgage Loan has a cut-off date principal balance of $14,480,000
and the FedEx-Midway Junior Companion Loan has a cut-off date principal balance
of $2,736,615.33.

         We provide in this prospectus supplement a variety of information
regarding the mortgage loans that we intend to include in the trust fund. When
reviewing this information, please note that--

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

         o   All weighted average information provided with respect to those
             mortgage loans or any sub-group of those mortgage loans reflects a
             weighting by their respective cut-off date principal balances.

         o   In calculating the cut-off date principal balances of the mortgage
             loans that we intend to include in the trust fund, we have assumed
             that--

             1.  all scheduled payments of principal and/or interest due on
                 those mortgage loans on or before their respective due dates in
                 December 2004, are timely made, and

             2.  there are no prepayments or other unscheduled collections of
                 principal with respect to any of those mortgage loans during
                 the period from its due date in November 2004 up to and
                 including its due date in December 2004.

         o   When information with respect to mortgaged real properties is
             expressed as a percentage of the initial mortgage pool balance, the
             initial loan group no. 1 balance or the initial loan group no. 2
             balance, as the case may be, the percentages are based upon the
             cut-off date principal balances of the related underlying mortgage
             loans.

         o   The general characteristics of the entire mortgage pool are not
             necessarily representative of the general characteristics of either
             loan group no. 1 or loan group no. 2. The yield and risk of loss on
             any class of offered certificates will depend on, among other
             things, the composition of each of loan group no. 1 and loan group
             no. 2. The general characteristics of each such loan group should
             also be analyzed when making an investment decision.

                                      S-60


         o   Some of the underlying mortgage loans are cross-collateralized and
             cross-defaulted with one or more other underlying mortgage loans in
             the trust fund. Except as otherwise indicated, when an underlying
             mortgage loan is cross-collateralized and cross-defaulted with
             another underlying mortgage loan, we present the information
             regarding those mortgage loans as if each of them was secured only
             by a mortgage lien on the corresponding mortgaged real property
             identified on Exhibit A-1 to this prospectus supplement. One
             exception is that each and every underlying mortgage loan in any
             particular group of cross-collateralized and cross-defaulted
             mortgage loans is treated as having the same loan-to-value ratio
             and the same debt service coverage ratio. Other than as described
             under "--The A/B Loan Pairs," "--Certain Matters Regarding the
             Eastgate Mall Mortgage Loan" and "--Certain Matters Regarding the
             FedEx-Midway Mortgage Loan" below, none of the mortgage loans that
             we intend to include in the trust fund is cross-collateralized with
             any loan outside of the trust fund.

         o   Loan-to-value and debt service coverage information shown in this
             prospectus supplement with respect to the Eastgate Mall Mortgage
             Loan and FedEx-Midway Mortgage Loan will be calculated, unless
             expressly indicated otherwise, without regard to the Eastgate Mall
             Junior Companion Loans and the FedEx-Midway Junior Companion Loan,
             respectively.

         o   In some cases, multiple mortgaged real properties secure a single
             underlying mortgage loan. For purposes of providing
             property-specific information, we have allocated that mortgage loan
             among those properties based upon--

             1.  relative appraised values,

             2.  relative underwritten net cashflow, or

             3.  prior allocations reflected in the related loan documents.

         o   If multiple parcels of real property secure a single underlying
             mortgage loan and the operation or management of those parcels so
             warrant, we treat those parcels as a single real property.

         o   Whenever we refer to a particular mortgaged real property by name,
             we mean the property identified by that name on Exhibit A-1 to this
             prospectus supplement. Whenever we refer to a particular underlying
             mortgage loan by name, we mean the underlying mortgage loan secured
             by the mortgaged real property identified by that name on Exhibit
             A-1 to this prospectus supplement.

         o   Statistical information regarding the mortgage loans that we intend
             to include in the trust fund 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.

CROSS-COLLATERALIZED MORTGAGE LOANS, MULTI-PROPERTY MORTGAGE LOANS AND MORTGAGE
LOANS WITH AFFILIATED BORROWERS

         The mortgage pool will include six (6) groups of mortgage loans which
represent approximately 5.9% of the initial mortgage pool balance that are, in
each case, individually or through cross-collateralization with other underlying
mortgage loans, secured by two or more real properties. However, the amount of
the mortgage lien encumbering any particular one of those properties may be less
than the full amount of the related mortgage loan or group of
cross-collateralized mortgage loans, generally to minimize recording tax. The
mortgage amount may equal the appraised value or allocated loan amount for the
particular real property. This would limit the extent to which proceeds from
that property would be available to offset declines in value of the other
mortgaged real properties securing the same mortgage loan or group of
cross-collateralized mortgage loans in the trust fund.

                                      S-61


         The table below identifies the groups of cross-collateralized mortgage
loans that we intend to include in the trust fund.



                                                              NUMBER OF STATES      % OF INITIAL
                                                            WHERE THE PROPERTIES      MORTGAGE
                  PROPERTY/PORTFOLIO NAMES                       ARE LOCATED         POOL BALANCE
---------------------------------------------------------   --------------------    -------------

1.  BECO Park at Forbes Center - BRIT I
    BECO Park at Forbes Center - BRIT II
    BECO Park at Forbes Center - BRIT III................             1                  2.8%
2.  Valwood Industrial Portfolio
    Valwood Building 37..................................             1                  1.3%
3.  127 West 96th St. Loan 1
    127 West 96th St. Loan 2.............................             1                  0.2%


         In the case of one group of cross-collateralized underlying mortgage
loans, which collectively represent 2.8% of the initial mortgage pool balance
and are secured by the mortgaged real properties identified on Exhibit A-1 to
this prospectus supplement as BECO Park at Forbes Center - BRIT I, BECO Park at
Forbes Center - BRIT II and BECO Park at Forbes Center - BRIT III, respectively,
in connection with a defeasance of such mortgage loans after a date that is 27
months after the first payment date of those mortgage loans, the borrowers may
obtain a release of all three mortgaged real properties upon defeasance of all
three mortgage loans if certain conditions are satisfied, including, if required
by the lender, an opinion that the trust fund will not fail to maintain its
status as a REMIC solely as a result of the release. In addition, at any time
after the third anniversary of the sale and securitization of such mortgage
loans, the borrowers may obtain a release of only one of the three (3) groups of
mortgaged real properties (such that the mortgage loan related to such released
group of mortgaged real properties will no longer be cross-collateralized and
cross-defaulted with the other mortgage loans in that cross-collateralized
group) if certain conditions are met, including payment of 120% of the balance
plus required yield maintenance, and a specified debt service coverage ratio for
the remaining mortgaged real properties.

         In the case of one group of cross-collateralized underlying mortgage
loans, which collectively represent 1.3% of the initial mortgage pool balance
and are secured by the mortgaged real properties identified on Exhibit A-1 to
this prospectus supplement as Valwood Industrial Portfolio and Valwood Building
37, in connection with a defeasance of the Valwood Building 37 mortgage loan, or
a partial defeasance of the Valwood Industrial Portfolio mortgage loan (provided
that there is also a contemporaneous defeasance of the Valwood Building 37
mortgage loan or the Valwood Building 37 mortgage loan has already been
defeased) after a date that is 26 months after the first payment date of that
mortgage loan, the related borrower may obtain a release of that defeased
mortgage loan, or a partial release of that partially defeased mortgage loan (in
the case of the Valwood Industrial Portfolio mortgage loan) from the related
cross-collateralization provisions (such that the defeased mortgage loan will no
longer be cross-collateralized and cross-defaulted with the undefeased mortgage
loan in that cross-collateralized group) if certain conditions are satisfied,
including, among other things, a specified debt service coverage ratio and
specified loan-to-value ratio with respect to the undefeased mortgage loan in
that cross-collateralized group and, if required by the lender, an opinion that
the trust fund will not fail to maintain its status as a REMIC solely as a
result of the release. In addition, in connection with such defeasance, the
related borrower must establish a cash reserve equal to 25% of the released
property's loan allocation (in the case of the Valwood Industrial Portfolio
mortgage loan), or $352,000 (in the case of the Valwood Building 37 mortgage
loan).

         The table below identifies each group of mortgaged real properties that
secures an individual multi-property mortgage loan that we intend to include in
the trust fund.



                                                              NUMBER OF STATES       % OF INITIAL
                                                            WHERE THE PROPERTIES       MORTGAGE
                PROPERTY/PORTFOLIO NAMES                        ARE LOCATED          POOL BALANCE
---------------------------------------------------------   --------------------     ------------

1.  71-77 Summer Street and 184 High Street..............            1                    1.0%
2.  Valwood Industrial Portfolio.........................            1                    0.9%
3.  222 & 312 Clematis Street............................            1                    0.4%
4.  Marina Apartments Portfolio..........................            1                    0.2%


         In the case of the underlying mortgage loan secured by the mortgaged
real properties identified on Exhibit A-1 to this prospectus supplement as
Valwood Industrial Portfolio, which represents 0.9% of the initial mortgage pool
balance, the borrower may obtain release of any one of the three (3) related
mortgaged real properties comprising the Valwood Industrial Portfolio properties
if certain conditions are satisfied including a contemporaneous defeasance of
the Valwood Building 37 mortgage loan or the Valwood Building 37 mortgage loan
has already been defeased, a specified debt service coverage ratio and specified
loan-to-value ratio for the remaining properties, and defeasance of a portion of
that mortgage loan equal to 125% of the pro rata release amount for such
individual property to be released stipulated in the related loan documents.

                                      S-62


         The table below shows each group of mortgaged real properties that--

         o    have the same or affiliated borrowers, and

         o   secure two or more non-cross-collateralized mortgage loans or
             groups of mortgage loans that we intend to include in the trust
             fund, which mortgage loans have a total cut-off date principal
             balance equal to at least 1.0% of the initial mortgage pool
             balance.



                                                                                                    % OF INITIAL
                                                                                    NUMBER OF         MORTGAGE
                         PROPERTY/PORTFOLIO NAMES                                 MORTGAGE LOANS    POOL BALANCE
------------------------------------------------------------------------------    --------------    -------------

1.  Canyon Pointe Apartments, Commons on Edgebrook Apartments, Cross Creek
    Apartments, Hyperion Apartments, Kingwood Lakes Apartments, Medical Center
    Apartments, Mill Valley Apartments,
    Oakwood Apartments and Peppertree Apartments.........................                9                4.6%
2.  River Road Apartments, Spinnaker Court Apartments,
    Meridian Court South Apartments, DeKalb County Shopping Center and
    Kimberly Court Apartments............................................                5                4.0%
3.  Pershing Park Plaza and
    1300 Parkwood Office Building........................................                2                3.1%
4.  Crystal River, Pacific Dunes, Silver Dollar, Sunburst Florida Keys,
    Sunburst North Ft. Myers and Sunshine Key............................                6                2.5%
5.  Orangefair Marketplace Shopping Center and
    North Eastwood Shopping Center.......................................                2                2.3%
6.  71-77 Summer Street and 184 High Street and
    611 8th Avenue.......................................................                2                1.2%
7.  Pleasant Hill Square and
    West River Crossing..................................................                2                1.1%


PARTIAL RELEASES OF PROPERTY

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as Celeron
Square Apartments, which represents 0.6% of the initial mortgage pool balance,
the borrower has the right to obtain a release of an unimproved parcel
consisting of approximately 17.18 acres, without payment of any consideration or
repayment of any principal, subject to satisfaction of stipulated conditions
including, among other things, (i) no existence of default, (ii) delivery to the
lender of satisfactory evidence that the parcel to be released is not necessary
for the remaining mortgaged real property to comply with any zoning, building,
land use, parking or other legal requirements applicable to the remaining
mortgaged real property, (iii) providing evidence that the future uses of the
parcel to be released will not violate any covenant, restriction conditions or
other title matter then encumbering the mortgaged real property, (iv)
confirmation in writing by the applicable rating agency that the release will
not result in a qualification, downgrade or withdrawal of any of its then
current ratings of the certificates, and (v) appropriate amendments being
undertaken with respect to the applicable ground lease and/or sub-ground lease
documents so as to exclude the released parcel.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
FedEx-Midway, which represents 0.8% of the initial mortgage pool balance, the
borrower has the right to obtain a release of an unimproved parcel, without
payment of any consideration or repayment of any principal, subject to
satisfaction of stipulated conditions including, among other things, (i) no
existence of default, (ii) delivery to the lender of satisfactory evidence that
the parcel to be released is not necessary for the remaining mortgaged real
property to comply with any zoning, building and land subdivision laws, (iii)
delivery of an estoppel certificate from the tenant confirming that its lease is
in full force and effect and that the conveyance will not result in a diminution
of the rent payable to the borrower, (iv) certification by the borrower that the
conveyance will not result in any additional indebtedness obligations of the
borrower, an increase in health and safety hazards to the remainder parcel, and
any violation of any agreement to which the borrower is a party, (v) the
borrower must obtain a separate tax identification number for the released
parcel or establish reserves for real estate taxes for such parcel and principal
must agree to indemnify the lender for any losses resulting from the failure to
obtain a separate tax identification number, (vi) a revised survey of the
mortgaged property, and (vii) a date down to lender's title insurance policy.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
Eastgate Mall, which represents 2.9% of the initial mortgage pool balance, the
borrower has the right to obtain a release of an unimproved parcel in connection
with a sale of such parcel, without payment of any consideration or repayment of
any principal, subject to satisfaction of stipulated conditions including, among
other things, (i)



                                      S-63


no existence of default, (ii) delivery to the lender of satisfactory evidence
that the parcel to be released is not necessary for the remaining mortgaged real
property to comply with any zoning, parking, land use or other legal
requirements applicable to the remaining mortgaged real property, and (iii)
providing evidence that the parcel to be released and the remaining mortgaged
real property will constitute a separate legal lot and tax parcel.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as Time
Warner Retail, which represents 17.1% of the initial mortgage pool balance, the
borrower may obtain a release of the garage unit of the mortgaged real property
through a partial defeasance of the underlying mortgage loan if certain
conditions are satisfied, including payment of a defeasance deposit of
$57,500,000 plus any required yield maintenance premium in order to purchase the
necessary defeasance collateral, an opinion that the trust fund will not fail to
maintain its status as a REMIC solely as a result of the release, and receipt of
rating agency confirmation to the effect that such release will not result in a
withdrawal, qualification or downgrade of the ratings assigned to the
certificates in effect immediately prior to such release.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as 222 &
312 Clematis Street, which represents 0.4% of the initial mortgage pool balance,
the borrower may obtain a release of either parcel of the mortgaged real
property if certain conditions are satisfied, including (i) existence of no
default, (ii) payment of a defeasance deposit sufficient to yield payments equal
to 125% of the amount of the principal balance allocated to the property sought
to be defeased, (iii) satisfaction of a debt service coverage ratio and a
loan-to-value ratio set forth in the related loan documents, and (iv) written
consent from the applicable rating agencies stating that such partial release of
the mortgage and partial defeasance will not result in a downgrade of any of its
then current ratings assigned to the certificates.

         In the case of the underlying mortgage loans secured by the mortgaged
real properties identified on Exhibit A-1 to this prospectus supplement as BECO
Park at Forbes Center - BRIT I, BECO Park at Forbes Center - BRIT II and BECO
Park at Forbes Center - BRIT III, respectively, which represent 2.8% of the
initial mortgage pool balance, the borrowers may obtain release of any one of
the three (3) groups of mortgaged real properties if certain conditions are
satisfied. See "--Cross-Collateralized Mortgage Loans, Multi-Property Mortgage
Loans and Mortgage Loans with Affiliated Borrowers" above.

         In the case of the underlying mortgage loans secured by the mortgaged
real properties identified on Exhibit A-1 to this prospectus supplement as
Valwood Industrial Portfolio and Valwood Building 37, which represent 1.3% of
the initial mortgage pool balance, the borrowers may obtain release of the
Valwood Building 37 property either by itself or together with any one of the
three (3) mortgaged real properties comprising the Valwood Industrial Portfolio
properties if certain conditions are satisfied. See "--Cross-Collateralized
Mortgage Loans, Multi-Property Mortgage Loans and Mortgage Loans with Affiliated
Borrowers" above.

         In the case of the underlying mortgage loans secured by the mortgaged
real properties identified on Exhibit A-1 to this prospectus supplement as
Orangefair Marketplace Shopping Center and Floral Park Promenade, respectively,
which represent 2.2% of the initial mortgage pool balance, the related borrower
has the right to obtain the release of an excess, improved parcel of the related
mortgaged real property, identified in the related mortgage, without a partial
defeasance or payment of a release price, upon satisfaction of various specified
conditions, including, among other things, lawful subdivision or lot split, the
parcel to be released and the remaining mortgaged real property are each
separate tax lots, compliance with zoning laws, establishment of acceptable
reciprocal easement agreements and providing a title policy endorsement. Each
excess parcel was not given any value in the appraisal of the related mortgaged
real property.

CERTAIN TERMS AND CONDITIONS OF THE UNDERLYING MORTGAGE LOANS

         Due Dates. Subject, in some cases, to a next business day convention,
the dates on which monthly installments of principal and interest will be due on
the underlying mortgage loans are as follows:

                                                                 % OF INITIAL
                                      NUMBER OF                    MORTGAGE
          DUE DATE                  MORTGAGE LOANS               POOL BALANCE
-------------------------           --------------              --------------
11th.....................                 133                         64.4%
1st......................                  95                         35.6%
                                    --------------              --------------
TOTAL                                     228                        100.0%

         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



                                      S-64


described below under "--ARD Loans" 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.

         The current mortgage interest rate for each of the mortgage loans that
we intend to include in the trust fund is shown on Exhibit A-1 to this
prospectus supplement.

         Except for ARD Loans that remain outstanding past their respective
anticipated repayment dates and the underlying mortgage loan discussed in the
immediately following paragraph, none of the mortgage loans that we intend to
include in the trust fund provides for negative amortization or for the deferral
of interest.

         Two-hundred thirteen (213) of the mortgage loans that we intend to
include in the trust fund, which represent 94.7% of the initial mortgage pool
balance, of which 136 mortgage loans are in loan group no. 1, representing 93.2%
of the initial loan group no. 1 balance, and 77 mortgage loans are in loan group
no. 2, representing 99.6% of the initial loan group no. 2 balance, respectively,
accrue interest on an Actual/360 Basis. Fifteen (15) of the mortgage loans that
we intend to include in the trust fund, which represent 5.3% of the initial
mortgage pool balance, of which 13 mortgage loans are in loan group no. 1,
representing 6.8% of the initial loan group no. 1 balance, and two (2) mortgage
loans are in loan group no. 2, representing 0.4% of the initial loan group no. 2
balance, respectively, accrue interest on a 30/360 Basis.

         Balloon Loans. Two-hundred six (206) of the mortgage loans that we
intend to include in the trust fund, which represent 86.7% of the initial
mortgage pool balance, of which 129 mortgage loans are in loan group no. 1,
representing 83.0% of the initial loan group no. 1 balance, and 77 mortgage
loans are in loan group no. 2, representing 99.1% of the initial loan group no.
2 balance, respectively, are each characterized by--

         o   an amortization schedule that is significantly longer than the
             actual term of the subject mortgage loan or no amortization prior
             to the stated maturity of the subject mortgage loan, and

         o   in either case, a substantial payment being due with respect to the
             mortgage loan on its stated maturity date.

         ARD Loans. Eleven (11) of the mortgage loans that we intend to include
in the trust fund, which represent 12.3% of the initial mortgage pool balance,
all of which are in loan group no. 1, representing 16.0% of the initial loan
group no. 1 balance, are each characterized by the following features:

         o   A maturity date that is generally 15 to 30 years following
             origination.

         o   The designation of an anticipated repayment date that is generally
             5 to 11 years following origination. The anticipated repayment date
             for each of the ARD Loans is listed on Exhibit A-1 to this
             prospectus supplement.

         o   The ability of the related borrower to prepay the subject mortgage
             loan, without restriction, including without any obligation to pay
             a Static Prepayment Premium or a Yield Maintenance Charge, at any
             time on or after a date that is generally not later than the
             related anticipated repayment date.

         o   From and after its anticipated repayment date, the accrual of
             interest at a revised annual rate that is equal to--

             1.  in the case of five (5) ARD Loans, which represent 6.7% of the
                 initial mortgage pool balance and 8.7% of the initial loan
                 group no. 1 balance, two percentage points over the initial
                 mortgage interest rate,

             2.  in the case of five (5) ARD Loans, which represent 4.8% of the
                 initial mortgage pool balance and 6.2% of the initial loan
                 group no. 1 balance, the greater of (x) two percentage points
                 over the initial mortgage interest rate, and (y) two percentage
                 points over the value of a particular U.S. Treasury or other
                 benchmark floating rate at or about the related anticipated
                 repayment date, and

             3.  in the case of one (1) ARD Loan, which represents 0.8% of the
                 initial mortgage pool balance and 1.0% of the initial loan
                 group no. 1 balance, the greater of (x) 2.5 percentage points
                 over the initial mortgage interest rate, and (y) 2.5 percentage
                 points over the value of a particular U.S. Treasury or other
                 benchmark floating rate at or about the related anticipated
                 repayment date (and which interest rate increases by 0.25% per
                 annum on each anniversary of the anticipated repayment date).



                                      S-65


         o   The deferral of any additional interest accrued with respect to the
             subject mortgage loan from and after the related anticipated
             repayment date at the difference between its revised mortgage
             interest rate and its initial mortgage interest rate. This Post-ARD
             Additional Interest may, in some cases, compound at the new revised
             mortgage interest rate. Any Post-ARD Additional Interest accrued
             with respect to an ARD Loan following its anticipated repayment
             date will not be payable until the entire principal balance of that
             mortgage loan has been paid in full.

         o   From and after its anticipated repayment date, the accelerated
             amortization of the subject mortgage loan out of any and all
             monthly cash flow from the corresponding mortgaged real property
             which remains after payment of the applicable monthly debt service
             payments and permitted operating expenses and capital expenditures
             and the funding of any required reserves. These accelerated
             amortization payments and the Post-ARD Additional Interest are
             considered separate from the monthly debt service payments due with
             respect to an ARD Loan.

         In the case of each of the ARD Loans that we intend to include in the
trust fund, the related borrower has agreed to enter into a cash management
agreement no later than the related anticipated repayment date if it has not
already done so. The related borrower or the manager of the corresponding
mortgaged real property will be required under the terms of that cash management
agreement to deposit or cause the deposit of all revenue from that property
received after the related anticipated repayment date into a designated account
controlled by the lender under the ARD Loan.

         Fully Amortizing Loans. Eleven (11) of the mortgage loans that we
intend to include in the trust, which represent 1.0% of the initial mortgage
pool balance, of which nine (9) mortgage loans are in loan group no. 1,
representing 1.0% of the initial loan group no. 1 balance, and two (2) mortgage
loans are in loan group no. 2, representing 0.9% of the initial loan group no. 2
balance, respectively, are characterized by--

         o   constant scheduled debt service payments throughout the substantial
             term of the mortgage loan, and

         o   an amortization schedule that is approximately equal to the actual
             term of the mortgage loan.

         These fully amortizing mortgage loans do not have either--

         o   an anticipated repayment date, or

         o   the associated payment incentives.

         Additional Amortization Considerations. Fifty-three (53) of the
mortgage loans that we intend to include in the trust fund, which represent
51.5% of the initial mortgage pool balance, of which 35 mortgage loans are in
loan group no. 1, representing 54.1% of the initial loan group no. 1 balance,
and 18 mortgage loans are in loan group no. 2, representing 43.0% of the initial
loan group no. 2 balance, respectively, provide for an initial interest only
period of between 1 and 84 months.

         Eight (8) of the mortgage loans that we intend to include in the trust
fund, which represent 9.3% of the initial mortgage pool balance, of which seven
(7) mortgage loans are in loan group no. 1, representing 10.9% of the initial
loan group no. 1 balance, and one (1) mortgage loan is in loan group no. 2,
representing 3.9% of the initial loan group no. 2 balance, respectively, provide
for an initial interest only period of between 60 and 84 months, which interest
only period is either the entire term of such mortgage loans or until the
anticipated repayment date.

         Some of the underlying mortgage loans will provide, in each case, 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 a portion of the related
unpaid principal balance.

         Prepayment Provisions.  As of origination:

         o   One-hundred ninety-nine (199) of the mortgage loans that we intend
             to include in the trust fund, which represent 91.1% of the initial
             mortgage pool balance, of which 125 mortgage loans are in loan
             group no. 1, representing 88.7% of the initial loan group no. 1
             balance, and 74 mortgage loans are in loan group no. 2,
             representing 98.8% of the initial loan group no. 2 balance,
             respectively, provided for--

             1.  a prepayment lock-out period and/or a defeasance period, during
                 which voluntary principal prepayments are prohibited although,
                 for a portion of that period, beginning no sooner than the



                                      S-66


                 second anniversary of the date of initial issuance of the
                 offered certificates, the mortgage loan may be defeased,
                 followed by

             2.  an open prepayment period during which voluntary principal
                 prepayments may be made without any restriction or yield
                 maintenance charge;

         o   Five (5) of the mortgage loans that we intend to include in the
             trust fund, which represent 3.6% of the initial mortgage pool
             balance, all of which are in loan group no. 1, representing 4.7% of
             the initial loan group no. 1 balance, provided for--

             1.  a prepayment lock-out period and a defeasance period, during
                 which voluntary principal prepayments are prohibited although
                 for a portion of that period, beginning no sooner than the
                 second anniversary of the date of initial issuance of offered
                 certificates, the mortgage loan may be defeased, followed by

             2.  a prepayment consideration period during which voluntary
                 principal prepayments must be accompanied by a Static
                 Prepayment Premium, followed by

             3.  an open prepayment period during which voluntary principal
                 prepayments may be made without any restriction or prepayment
                 consideration;

         o   Eleven (11) of the mortgage loans that we intend to include in the
             trust fund, which represent 3.2% of the initial mortgage pool
             balance, all of which are in loan group no. 1, representing 4.2% of
             the initial loan group no. 1 balance, provided for--

             1.  a prepayment consideration period during which voluntary
                 principal prepayments must be accompanied by a Yield
                 Maintenance Charge, followed by

             2.  an open prepayment period during which voluntary principal
                 prepayments may be made without any restriction or yield
                 maintenance charge;

         o   Eleven (11) of the mortgage loans that we intend to include in the
             trust fund, which represent 1.9% of the initial mortgage pool
             balance, of which six (6) mortgage loans are in loan group no. 1,
             representing 2.1% of the initial loan group no. 1 balance, and five
             (5) mortgage loans are in loan group no. 2, representing 1.2% of
             the initial loan group no. 2 balance, provided for -

             1.  a prepayment lock-out period during which voluntary principal
                 prepayments are prohibited, followed by

             2.  a prepayment consideration period during which voluntary
                 principal prepayments must be accompanied by a Yield
                 Maintenance Charge, followed by

             3.  an open prepayment period during which voluntary principal
                 prepayments may be made without any restriction or prepayment
                 consideration; and

         o   Two (2) of the mortgage loans that we intend to include in the
             trust fund, which represent 0.2% of the initial mortgage pool
             balance, all of which are in loan group no. 1, representing 0.3% of
             the initial loan group no. 1 balance, provided for--

             1.  a prepayment consideration period during which voluntary
                 principal prepayments must be accompanied by a Yield
                 Maintenance Charge, followed by

             2.  a prepayment consideration period during which voluntary
                 principal prepayments must be accompanied by a Static
                 Prepayment Premium, followed by

             3.  an open prepayment period during which voluntary principal
                 prepayments may be made without any restriction or prepayment
                 consideration.

         The open prepayment period for any underlying mortgage loan will
generally begin one to six months prior to stated maturity or, in the case of an
ARD Loan, prior to the related anticipated repayment date.

                                      S-67


         Notwithstanding otherwise applicable prepayment lock-out periods,
partial prepayments of the Additional Collateral Loans will be required under
the circumstances described under "--Mortgage Loans Which May Require Principal
Paydowns" below and partial prepayments of multi-property mortgage loans and
groups of cross-collateralized mortgage loans will be required under the
circumstances described under "--Cross-Collateralized Mortgage Loans,
Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers"
above.

         The prepayment terms of the mortgage loans that we intend to include in
the trust fund are more particularly described in Exhibit A-2 to this prospectus
supplement.

         For the purposes of this prospectus supplement and the statistical
information presented in this prospectus supplement--

         o   the entire principal balance of each Additional Collateral Loan is
             deemed to be subject to a prepayment lock-out period for the
             related remaining prepayment lock-out period set forth on Exhibit
             A-1 hereto, notwithstanding that required prepayments could occur
             under that Additional Collateral Loan during that prepayment
             lock-out period, and

         o   it is assumed that each ARD Loan prepays on the related anticipated
             repayment date, notwithstanding the fact that prepayments could
             occur under such ARD Loans prior to that anticipated repayment date
             and that, in either case, such prepayments would not be accompanied
             by payment of a Yield Maintenance Charge.

         Prepayment Lock-Out Periods. Two-hundred twelve (212) of the mortgage
loans that we intend to include in the trust fund, which represent 96.4% of the
initial mortgage pool balance, of which 135 mortgage loans are in loan group no.
1, comprising 95.5% of the initial loan group no. 1 balance, and 77 mortgage
loans are in loan group no. 2, comprising 99.6% of the initial loan group no. 2
balance, respectively, provide for prepayment lock-out/defeasance periods as of
their respective due dates in December 2004. With respect to those mortgage
loans, and taking into account periods during which defeasance can occur so long
as the subject mortgage loan cannot be voluntarily prepaid:

         o   the maximum remaining prepayment lock-out/defeasance period as of
             the related due date in December 2004 is 237 months with respect to
             the entire mortgage pool, 236 months with respect to loan group no.
             1 and 237 months with respect to loan group no. 2;

         o   the minimum remaining prepayment lock-out/defeasance period as of
             the related due date in December 2004 is 22 months with respect to
             the entire mortgage pool, 22 months with respect to loan group no.
             1 and 34 months with respect to loan group no. 2; and

         o   the weighted average remaining prepayment lock-out/defeasance
             period as of the related due dates in December 2004 is 103 months
             with respect to the entire mortgage pool, 102 months with respect
             to loan group no. 1 and 107 months with respect to loan group no.
             2.

         Notwithstanding otherwise applicable prepayment lock-out periods,
partial prepayments of the Additional Collateral Loans will be required under
the circumstances described under "--Mortgage Loans Which May Require Principal
Paydowns" below, and partial prepayments of multi-property mortgage loans and
groups of cross-collateralized mortgage loans will be required under the
circumstances described under "--Cross-Collateralized Mortgage Loans,
Multi-Property Mortgage Loans and Mortgage Loans with Affiliated Borrowers"
above.

         Prepayment Consideration Periods. Twenty-nine (29) of the mortgage
loans that we intend to include in the trust fund, representing 8.9% of the
initial mortgage pool balance, of which 24 mortgage loans are in loan group no.
1, representing 11.3% of the initial loan group no. 1 balance, and of which five
(5) mortgage loans are in loan group no. 2, representing 1.2% of the initial
loan group no. 2 balance, respectively, provide for a prepayment consideration
period during some portion of their respective loan terms and, in some cases,
following an initial prepayment lock-out and/or defeasance period. The relevant
prepayment consideration will generally consist of the following:

         o   In the case of seven (7) of those mortgage loans, which represent
             3.8% of the initial mortgage pool balance, all of which are in loan
             group no. 1, comprising 5.0% of the initial loan group no. 1
             balance, a Static Prepayment Premium in an amount equal to a
             specified percentage of the amount prepaid.

         o   In the case of 14 of those mortgage loans, representing 4.7% of the
             initial mortgage pool balance, a Yield Maintenance Charge in an
             amount generally equal to the greater of the following: (1) a
             specified percentage of the principal balance of the subject
             mortgage loan being prepaid; and (2) the present value, as



                                      S-68


             of  the prepayment date, of the remaining scheduled payments of
             principal and interest from the prepayment date through the
             maturity date (including any balloon payment) or, in the case of an
             ARD Loan, the anticipated repayment date (including the principal
             balance scheduled to be due on the related anticipated repayment
             date), determined by discounting such payments at the Discount
             Rate, less the amount of principal being prepaid. For purposes of
             the foregoing, the term "Discount Rate" shall mean the rate that,
             when compounded monthly, is equivalent to the Treasury Rate plus or
             minus any applicable spread when compounded semi-annually. The term
             "Treasury Rate" may mean 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 prepayment date, of U.S. Treasury Constant
             Maturities with maturity dates (one longer and one shorter) most
             nearly approximating the maturity date or anticipated repayment
             date, as applicable, for the subject mortgage loan. If Release H.15
             is no longer published, the lender will select a comparable
             publication to determine the Treasury Rate.

         o   In the case of seven (7) of those mortgage loans, representing 0.4%
             of the initial mortgage pool balance, a Yield Maintenance Charge in
             an amount generally equal to the greater of the following: (1) if
             applicable, a specified percentage of the principal balance of the
             subject mortgage loan being prepaid; and (2) the present value, as
             of the prepayment date, of the remaining scheduled payments of
             principal and interest from the prepayment date through the
             maturity date (including any balloon payment) or, in the case of an
             ARD Loan, the anticipated repayment date (including the principal
             balance scheduled to be due on the related anticipated repayment
             date), determined by discounting such payments at the Discount
             Rate, less the amount of principal being prepaid. For purposes of
             the foregoing, the term "Discount Rate" shall mean the rate that,
             when compounded monthly, is equivalent to the Treasury Rate plus or
             minus any applicable spread when compounded semi-annually. The term
             "Treasury Rate" may mean 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 prepayment date, of U.S. Treasury Constant
             Maturities with maturity dates (one longer and one shorter) most
             nearly approximating the remaining average life for the subject
             mortgage loan. If Release H.15 is no longer published, the lender
             will select a comparable publication to determine the Treasury
             Rate.

         o   In the case of three (3) of those mortgage loans, representing 0.2%
             of the initial mortgage pool balance, a Yield Maintenance Charge in
             an amount generally equal to the greater of (1) a specified
             percentage of the amount being prepaid or (2) the present value of
             the product of (A) the amount being prepaid and (B) the Premium
             Rate (hereinafter defined). The "Premium Rate" shall be defined as
             the product of (i) the Applicable Interest Rate less the market
             yield of U.S. Treasury issues, as quoted daily in The Wall Street
             Journal, which have the closest maturity date (month and year) to
             the Maturity Date (such yield hereinafter referred to as the
             "Reinvestment Rate") and (ii) the Remaining Term (hereinafter
             defined). The term "Remaining Term" shall mean the number of days
             between the Prepayment Date and the Maturity Date divided by 365.
             To determine the present value, the product of the aforesaid
             calculation shall be divided by the number of months between the
             Prepayment Date and the Maturity Date, and then multiplied by a
             factor which is equal to the present value of a series of monthly
             one dollar ($1.00) payments between the Prepayment Date and the
             Maturity Date, using a discount rate equal to the Reinvestment
             Rate.

         In the case of two (2) of the mortgage loans described above, which
represent 0.2% of the initial mortgage pool balance, both of which are in loan
group no. 1, comprising 0.3% of the initial loan group no. 1 balance, the Yield
Maintenance Charge is followed by a Static Prepayment Premium in an amount equal
to a specified percentage of the amount prepaid.

         Unless a mortgage loan is relatively near its stated maturity date or
anticipated repayment date, as applicable, or unless the sale price or the
amount of the refinancing of the related mortgaged real property is considerably
higher than the current outstanding principal balance of that mortgage loan, due
to an increase in the value of the mortgaged real property or otherwise, the
Yield Maintenance Charge may, even in a relatively low interest rate
environment, offset entirely or render insignificant any economic benefit to be
received by the borrower upon a refinancing or sale of the mortgaged real
property. The prepayment consideration provision of a mortgage loan creates an
economic disincentive for the borrower to prepay that mortgage loan voluntarily
and, accordingly, the related borrower may elect not to prepay that mortgage
loan.

         However, there can be no assurance that the imposition of a Static
Prepayment Premium or a Yield Maintenance Charge will provide a sufficient
disincentive to prevent a voluntary principal prepayment. Furthermore, certain
state laws limit the amounts that a lender may collect from a borrower as an
additional charge in connection with the prepayment of a mortgage loan.



                                      S-69


         The underlying mortgage loans generally provide that, in the event of
an involuntary prepayment made after an event of default has occurred, a Static
Prepayment Premium or a Yield Maintenance Charge will be due. The enforceability
of provisions providing for payments comparable to the prepayment consideration
upon an involuntary prepayment is unclear under the laws of a number of states.
No assurance can be given that, at the time a Static Prepayment Premium or a
Yield Maintenance Charge is required to be made on any of the underlying
mortgage loans in connection with an involuntary prepayment, the obligation to
pay that Static Prepayment Premium or Yield Maintenance Charge will be
enforceable under applicable state law. Furthermore, the pooling and servicing
agreement will provide that amounts received from borrowers will be applied to
payments of principal and interest on the underlying mortgage loans being
prepaid prior to being distributed as prepayment consideration. See "Legal
Aspects of Mortgage Loans" in the accompanying prospectus.

         Neither we nor any of the mortgage loan sellers makes any
representation as to the enforceability of the provision of any underlying
mortgage loan requiring the payment of a Static Prepayment Premium or a Yield
Maintenance Charge, or of the collectability of any Static Prepayment Premium or
Yield Maintenance Charge.

         Casualty and Condemnation. In the event of a condemnation or casualty
at the mortgaged real property securing any of the underlying mortgage loans,
the borrower will generally be required to restore that mortgaged real property.
However, the lender may under certain circumstances apply the condemnation award
or insurance proceeds to the repayment of debt, which, in the case of
substantially all of the underlying mortgage loans, will not require payment of
any prepayment consideration.

         Several of the mortgage loans that we intend to include in the trust
fund provide that, if casualty or condemnation proceeds are applied to the loan
(usually above a specified amount or above a specified percentage of the value
of the related mortgaged real property), then the borrower will be permitted to
supplement those proceeds with an amount sufficient to prepay all or a portion
of the remaining principal balance of the subject mortgage loan without any
prepayment consideration. Some mortgage loans that we intend to include in the
trust fund provide that, in the event of a partial prepayment resulting from the
occurrence of a casualty or condemnation, the constant monthly debt service
payment may be reduced based on the remaining amortization period, the mortgage
interest rate and the outstanding principal balance.

         Mortgage Loans Which May Require Principal Paydowns. Eleven (11)
mortgage loans that we intend to include in the trust fund, which represent 6.8%
of the initial mortgage pool balance, all of which are in loan group no. 1,
representing 8.9% of the initial loan group no. 1 balance, are secured by
letters of credit or cash reserves that in each such case:

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

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

The total amount of that additional collateral was $10,850,455 at the time of
closing of each of those mortgage loans.

         Defeasance Loans. Two-hundred four (204) of the mortgage loans that we
intend to include in the trust fund, which represent 94.7% of the initial
mortgage pool balance, of which 130 mortgage loans are in loan group no. 1,
representing 93.4% of the initial loan group no. 1 balance, and 74 mortgage
loans are in loan group no. 2, representing 98.8% of the initial loan group no.
2 balance, respectively, permit the borrower to deliver direct, non-callable
U.S. government obligations as substitute collateral.

         Each of these mortgage loans permits the related borrower, during
specified periods and subject to specified conditions, to pledge to the holder
of the subject underlying mortgage loan the requisite amount of direct,
non-callable U.S. government obligations and obtain a full or partial release of
the mortgaged real property. In general, the U.S. government obligations that
are to be delivered in connection with the defeasance of any underlying mortgage
loan must provide for a series of payments that--

         o   may be made prior, but as closely as possible, to all successive
             due dates through and including the maturity date (or, in some
             cases, the end of the lockout period), and

         o   will, in the case of each due date, be in a total amount equal to
             or greater than the monthly debt service payment, including any
             applicable balloon payment, scheduled to be due on that date.



                                      S-70


For purposes of determining the defeasance collateral for an ARD Loan, however,
the subject underlying mortgage loan will be treated as if it was a balloon loan
that matures on its anticipated repayment date.

         If fewer than all of the real properties securing any particular
multi-property mortgage loan or group of cross-collateralized mortgage loans are
to be released in connection with any defeasance, the requisite defeasance
collateral will be calculated based on the allocated loan amount for the
properties to be released and the portion of the monthly debt service payments
attributable to the defeased loan amount.

         In connection with any delivery of defeasance collateral, the related
borrower will be required to deliver a security agreement granting the trust
fund a first priority security interest in the collateral, together with an
opinion of counsel confirming the first priority status of the security
interest.

         None of the mortgage loans that we intend to include in the trust fund
may be defeased prior to the second anniversary of the date of initial issuance
of the offered certificates.

         Neither we nor any of the mortgage loan sellers makes any
representation as to the enforceability of the defeasance provisions of any of
the underlying mortgage loans.

         Lockboxes. Thirty-seven (37) mortgage loans that we intend to include
in the trust fund, which represent 46.8% of the initial mortgage pool balance,
of which 34 mortgage loans are in loan group no. 1, comprising 59.3% of the
initial loan group no. 1 balance, and three (3) mortgage loans are in loan group
no. 2, comprising 5.3% of the initial loan group no. 2 balance, respectively,
generally provide that all rents, credit card receipts, accounts receivables
payments and other income derived from the related mortgaged real properties
will be paid into one of the following types of lockboxes, each of which is
described below.

         o   HARD LOCKBOX. Income (or some portion of income sufficient to pay
             monthly debt service) is paid directly to a lockbox account
             controlled by the master servicer on behalf of the trust fund,
             except that with respect to multifamily rental properties, income
             (or some portion of income sufficient to pay monthly debt service)
             is collected and deposited in the lockbox account by the manager of
             the mortgaged real property and, with respect to hospitality
             properties, cash or "over-the-counter" receipts are deposited into
             the lockbox account by the manager, while credit card receivables
             will be deposited directly into a lockbox account.

         o   SPRINGING LOCKBOX. Income is collected and retained by or is
             otherwise accessible by the borrower until the occurrence of a
             triggering event, following which a hard lockbox or modified
             lockbox is put in place. Examples of triggering events include:

             1.  a failure to pay the related mortgage loan in full on or before
                 any related anticipated repayment date; or

             2.  a decline, by more than a specified amount, in the net
                 operating income of the related mortgaged real property; or

             3.  a failure to meet a specified debt service coverage ratio; or

             4.  an event of default under the mortgage (in certain cases, only
                 a monetary event of default).

             For purposes of this prospectus supplement, a springing lockbox
             can be either an account that is currently under the control of
             both the lender and the borrower, but which comes under the sole
             control of the lender upon the occurrence of the triggering
             event, or an account that is required to be established by the
             borrower (but to be under the sole control of the lender) upon
             the occurrence of the triggering event.

         o   MODIFIED LOCKBOX. Except in those cases involving multifamily
             rental properties and hospitality properties that are described
             under "Hard Lockbox" above, income is collected by the property
             manager of the mortgaged real property (or, in some cases, the
             borrower) and is deposited into a lender-controlled lockbox account
             on a regular basis.



                                      S-71


All of the mortgage loans referred to above provide for lockbox accounts as
follows:

                                                                 % OF INITIAL
                                      NUMBER OF                    MORTGAGE
      TYPE OF LOCKBOX               MORTGAGE LOANS               POOL BALANCE
-------------------------           --------------               ------------
Hard.....................                  7                         25.0%
Springing................                 27                         18.9%
Modified.................                  3                          2.8%
                                    --------------               ------------
TOTAL                                     37                         46.8%

         For any hard lockbox, income (or some portion of income sufficient to
pay monthly debt service) deposited directly into the related lockbox account
may not include amounts paid in cash which are paid directly to the related
property manager or borrower, notwithstanding requirements to the contrary.
Mortgage loans whose terms call for the establishment of a lockbox account
require that amounts paid to the property manager of the related mortgaged real
property, to the related borrower or "over-the-counter" will be deposited into a
lockbox account on a regular basis. Lockbox accounts will not be assets of the
trust fund.

         Escrow and Reserve Accounts. Many of the mortgage loans that we intend
to include in the trust fund provide for the establishment of escrow and/or
reserve accounts for the purpose of holding amounts required to be on deposit as
reserves for--

         o   taxes and insurance,

         o   capital improvements,

         o   furniture, fixtures and equipment, and/or

         o   various other purposes.

         As of the date of initial issuance of the offered certificates, these
accounts will be under the sole control of the master servicer or a primary
servicer pursuant to a subservicing agreement with the master servicer. In the
case of most of the underlying mortgage loans as to which there is this type of
account, the account will be funded out of monthly escrow and/or reserve
payments by the related borrower or from funds transferred from another account.

         Tax Escrows. In the case of 192 of the mortgage loans that we intend to
include in the trust fund, which represent 84.5% of the initial mortgage pool
balance, of which 117 mortgage loans are in loan group no. 1, comprising 80.7%
of the initial loan group no. 1 balance, and 75 mortgage loans are in loan group
no. 2, comprising 97.0% of the initial loan group no. 2 balance, respectively,
escrows were established for taxes. The related borrower is generally required
to deposit on a monthly basis an amount equal to one-twelfth of the annual real
estate taxes and assessments.

         If an escrow was established, the funds will be applied by the master
servicer to pay for taxes and assessments at the related mortgaged real
property.

         In some cases, no tax escrow was required because the originator did
not deem it necessary for various reasons, including because a tenant at the
mortgaged real property is responsible for paying all or a portion of the real
estate taxes and assessments.

         Insurance Escrows. In the case of 181 of the mortgage loans that we
intend to include in the trust fund, which represent 78.5% of the initial
mortgage pool balance, of which 109 mortgage loans are in loan group no. 1,
comprising 75.6% of the initial loan group no. 1 balance, and 72 mortgage loans
are in loan group no. 2, comprising 88.0% of the initial loan group no. 2
balance, respectively, escrows were established for insurance premiums. The
related borrower is generally required to deposit on a monthly basis an amount
equal to one-twelfth of the annual premiums payable on insurance policies that
the borrower is required to maintain.

         If an escrow was established, the funds will be applied by the master
servicer to pay for insurance premiums at the related mortgaged real property.

         Under some of the other mortgage loans that we intend to include in the
trust fund, the insurance carried by the related borrower is in the form of a
blanket policy. In these cases, the amount of the escrow is an estimate of the
proportional share of the premium allocable to the mortgaged real property, or
the related borrower pays the premium directly.



                                      S-72


         In still other cases, no insurance escrow was required because the
originator did not deem it necessary for various reasons, including because a
tenant at the mortgaged real property is responsible for paying all or a portion
of the insurance premiums directly or because the tenant has the right to
self-insure.

         Recurring Replacement Reserves. The table titled "Engineering Reserves
and Recurring Replacement Reserves" on Exhibit A-1 to this prospectus supplement
shows for each applicable mortgage loan that we intend to include in the trust
fund the reserve deposits that the related borrower has been or is required to
make into a separate account or, if applicable, a sub-account of another account
for--

         o   capital replacements, repairs and furniture, fixtures and
             equipment, or

         o   leasing commissions and tenant improvements.

         In the case of most of the mortgaged real properties that secure a
mortgage loan that we intend to include in the trust fund, those reserve
deposits are initial amounts and may vary over time. In these cases, the related
mortgage instrument and/or other related loan documents may provide for
applicable reserve deposits to cease upon achieving predetermined maximum
amounts in the related reserve account. In addition, in some cases, reserves for
leasing commissions and tenant improvements were determined for specific tenant
spaces, in which cases the execution of a lease covering the space could result
in the termination and/or release of the corresponding reserve. Under some of
the mortgage loans that we intend to include in the trust fund, the related
borrowers are permitted to deliver letters of credit from third parties in lieu
of establishing and funding the reserve accounts or may substitute letters of
credit and obtain release of established reserve accounts.

         Engineering Reserves. The table titled "Engineering Reserves and
Recurring Replacement Reserves" on Exhibit A-1 to this prospectus supplement
shows the engineering reserves established at the origination of the
corresponding underlying mortgage loans for deferred maintenance items that are
required to be corrected within 12 months from origination. In most cases, the
engineering reserve is 100% to 125% of the estimated cost to make the required
repairs. However, in some of those cases, the engineering reserve for the listed
properties is less than the cost estimate in the related inspection report
because--

         o   the related originator may not have considered various items
             identified in the related inspection report significant enough to
             require a reserve, and/or

         o   various items identified in the related inspection report may have
             been corrected.

         In the case of several mortgaged real properties securing mortgage
loans that we intend to include in the trust fund, the engineering reserve was a
significant amount and substantially in excess of the cost estimate set forth in
the related inspection report because the related originator required the
borrower to establish reserves for the completion of major work that had been
commenced. No engineering reserve is required to be replenished. We cannot
provide any assurance that the work for which reserves were required will be
completed in a timely manner or that the reserved amounts will be sufficient to
cover the entire cost of the required work.

         Due-on-Sale and Due-on-Encumbrance Provisions. Most of the mortgage
loans that we intend to include in the trust fund contain both a due-on-sale
clause and a due-on-encumbrance clause. In general, except for the permitted
transfers discussed in the next paragraph and subject to the discussion under
"--Additional Loan and Property Information--Additional Secured Financing"
below, these clauses either--

         o   permit the holder of the related mortgage instrument to accelerate
             the maturity of the subject mortgage loan if the borrower sells or
             otherwise transfers or encumbers the corresponding mortgaged real
             property without the consent of the holder of the mortgage, or

         o   prohibit the borrower from selling, transferring or encumbering the
             corresponding mortgaged real property without the consent of the
             holder of the mortgage.



                                      S-73


         Some of the mortgage loans that we intend to include in the trust fund
permit one or more of the following types of transfers:

         o   transfers of the corresponding mortgaged real property if specified
             conditions are satisfied, which conditions normally include--

             1.  confirmation in writing by each applicable rating agency that
                 the transfer will not result in a qualification, downgrade or
                 withdrawal of any of its then current ratings of the series
                 2004-C5 certificates, or

             2.  the reasonable acceptability of the transferee to the lender;

         o   a transfer of the corresponding mortgaged real property to a person
             that is affiliated with or otherwise related to the related
             borrower;

         o   involuntary transfers caused by the death of any owner, general
             partner or manager of the borrower;

         o   transfers of the corresponding mortgaged real property or ownership
             interests in the related borrower to specified entities or types of
             entities or entities satisfying the minimum criteria relating to
             creditworthiness and/or other standards specified in the related
             mortgage loan documents;

         o   issuance by the related borrower of new partnership or membership
             interests, so long as there is no change in control of the related
             borrower;

         o   a transfer of ownership interests for estate planning purposes;

         o   changes in ownership between existing partners and members of the
             related borrower;

         o   transfers permitting additional tenants-in-common to take title to
             the mortgaged real property subject to the terms of the related
             mortgage loan documents;

         o   a transfer of non-controlling ownership interests in the related
             borrower;

         o   a required or permitted restructuring of a tenant-in-common group
             of borrowers into a single purpose successor borrower; or

         o   other transfers similar in nature to the foregoing.

         Hazard, Liability and Other Insurance. The loan documents for each of
the mortgage loans that we intend to include in the trust fund generally require
the related borrower to maintain with respect to the corresponding mortgaged
real property the following insurance coverage, subject to exceptions in some
cases for tenant insurance or for permitted self-insurance:

         o   hazard insurance in an amount that is, subject to a customary
             deductible, at least equal to the lesser of--

             1.  the outstanding principal balance of the related mortgage loan,
                 and

             2.  the full insurable replacement cost of the improvements located
                 on the insured property;

         o   if any portion of the property was in an area identified in the
             federal register by the Flood Emergency Management Agency as having
             special flood hazards, flood insurance meeting the requirements of
             the Federal Insurance Administration guidelines, in an amount that
             is equal to the least of--

             1.  the outstanding principal balance of the related mortgage loan,

             2.  the replacement cost or the full insurable value of the insured
                 property, and

             3.  the maximum amount of insurance available under the National
                 Flood Insurance Act of 1968 and the Flood Disaster Protection
                 Act of 1978, as amended;



                                      S-74


         o   comprehensive general liability insurance against claims for
             personal and bodily injury, death or property damage occurring on,
             in or about the insured property, in an amount at least equal to
             $1,000,000 per occurrence; and

         o   business interruption or rent loss insurance either in an amount
             not less than 100% of the projected rental income or revenue or
             maintenance income from the insured property for at least 12 months
             or, alternatively, in a specified dollar amount, subject to certain
             exceptions in the case of some underlying mortgage loans with
             respect to which such insurance may not be required or may be
             required for a shorter period.

         In general, the mortgaged real properties for the mortgage loans that
we intend to include in the trust fund are not insured against earthquake risks.
In the case of those properties located in California and in seismic zones 3 and
4, other than those that are manufactured housing communities, a third-party
consultant conducted seismic studies to assess the probable maximum loss for the
property. In general, when the resulting reports concluded that a mortgaged real
property was likely to experience a probable maximum loss in excess of 20% of
the estimated replacement cost of the improvements, the related originator
required the borrower to--

         o   obtain earthquake insurance, or

         o   establish reserves to cover the estimated costs of completing
             seismic retrofitting recommended by the consultant.

         With respect to each of the mortgaged real properties for the
underlying mortgage loans, subject to the discussion below regarding insurance
for acts of terrorism, the master servicer will use reasonable efforts,
consistent with the Servicing Standard, to cause the related borrower to
maintain all insurance coverage as is required under the related mortgage loan
documents. If the related borrower fails to do so, subject to the discussion
below regarding insurance for acts of terrorism, the master servicer must
maintain that insurance coverage, to the extent--

         o   the trustee has an insurable interest,

         o   the insurance coverage is available at commercially reasonable
             rates, and

         o   any related servicing advance is deemed by the master servicer to
             be recoverable from collections on the related mortgage loan.

         Where insurance coverage at the mortgaged real property for any
mortgage loan in the trust fund is left to the lender's discretion, the master
servicer will be required to exercise that discretion in a manner consistent
with the Servicing Standard.

         Notwithstanding the foregoing, the master servicer must, to the extent
it is not prohibited by the terms of the related mortgage loan documents, use
reasonable efforts to cause the related borrower to maintain, and if the related
borrower does not so maintain, the master servicer must maintain, all-risk
casualty insurance which does not contain any carve-out for (or, alternatively,
a separate insurance policy that expressly provides coverage for) property
damage resulting from a terrorist or similar act; provided that the master
servicer will not be required to call a default under a mortgage loan in the
trust fund if the related borrower fails to maintain such insurance, and the
master servicer need not maintain such insurance, if the special servicer has
determined in accordance with the Servicing Standard that either:

         o   such insurance is not available at commercially reasonable rates
             and such hazards are not at the time commonly insured against for
             properties similar to the subject mortgaged real property and
             located in and around the region in which the subject mortgaged
             real property is located; or

         o   such insurance is not available at any rate.

         However, in the case of any underlying mortgage loan for which the
mortgage loan documents contain express provisions requiring terrorism
insurance, the master servicer will use reasonable efforts consistent with the
Servicing Standard to enforce such express provisions.

         If the related loan documents do not expressly require a particular
type of insurance but permit the mortgagee to require such other insurance as is
reasonable, the related borrower may challenge whether maintaining that type of
insurance is reasonable in light of all the circumstances, including the cost.
The master servicer's efforts to require such insurance may



                                      S-75


be further impeded if the originating lender did not require the subject
borrower to maintain such insurance, regardless of the terms of the related loan
documents.

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

         The mortgage loans that we intend to include in the trust fund
generally provide that insurance and condemnation proceeds in excess of minimum
thresholds specified in the related mortgage loan documents are to be applied
either--

         o   to restore the related mortgaged real property (with any balance to
             be paid to the borrower), or

         o   towards payment of the subject mortgage loan.

         If any mortgaged real property is acquired by the trust fund through
foreclosure, deed-in-lieu of foreclosure or otherwise following a default on the
related underlying mortgage loan, the special servicer will be required to
maintain for that property generally the same insurance coverage as was
previously required under the mortgage instrument that had covered the property
or, at the special servicer's election, coverage satisfying insurance
requirements consistent with the Servicing Standard, provided that such coverage
is available at commercially reasonable rates.

         Each of the master servicer and the special servicer may satisfy its
obligations regarding maintenance of the hazard insurance policies referred to
in this prospectus supplement by maintaining a blanket insurance policy or
master single interest insurance policy insuring against hazard losses on all of
the mortgage loans and/or REO Properties in the trust fund for which it is
responsible. If any blanket insurance policy or master single interest insurance
policy maintained by the master servicer or the special servicer contains a
deductible clause, however, the master servicer or special servicer, as the case
may be, will be required, in the event of a casualty that would have been
covered by an individual policy, to pay out of its own funds all sums that--

         o   are not paid because of the deductible clause, and

         o   exceed the deductible limitation that pertains to the related
             mortgage loan or, in the absence of any such deductible limitation,
             an assumed deductible limitation for an individual policy which is
             consistent with the Servicing Standard.

         There can be no assurance regarding the extent to which the mortgaged
real properties securing the underlying mortgage loans will be insured against
acts of terrorism.

         Some of the mortgage loans that we intend to include in the trust fund
specifically require terrorism insurance, but such insurance may be required
only to the extent it can be obtained for premiums less than or equal to a "cap"
amount specified in the related loan documents, only if it can be purchased at
commercially reasonable rates and/or only with a deductible at a certain
threshold.

         We are aware that in the case of at least ten (10) mortgage loans that
we intend to include in the trust fund, which represent 2.8% of the initial
mortgage pool balance, property damage at the related mortgaged real properties
resulting from acts of terrorism is not covered by the related property
insurance or a separate terrorism insurance policy.

         We are aware that in the case of nine (9) other mortgage loan that we
intend to include in the trust fund, which represents 1.6% of the initial
mortgage pool balance, each of the tenants of the related mortgaged real
property self-insure and are obligated to restore the related mortgaged real
property in the event of a casualty, including damage at the related mortgaged
real property resulting from acts of terrorism.

MORTGAGE POOL CHARACTERISTICS

         A detailed presentation of various characteristics of the mortgage
loans that we intend to include in the trust fund, and of the corresponding
mortgaged real properties, on an individual basis and in tabular format, is
shown on Exhibit A-1 and Exhibit A-2 to this prospectus supplement. The
statistics in the tables and schedules on Exhibit A-1 and Exhibit A-2 to this
prospectus supplement were derived, in many cases, from information and
operating statements furnished by or on behalf of



                                      S-76


the respective borrowers. The information and the operating statements were
generally unaudited and have not been independently verified by us or any of the
underwriters.

ADDITIONAL LOAN AND PROPERTY INFORMATION

         Delinquencies. None of the mortgage loans that we intend to include in
the trust fund was as of its due date in December 2004, or has been at any time
during the 12-month period preceding that date, 30 days or more delinquent with
respect to any monthly debt service payment.

         Tenant Matters. Described and listed below are special considerations
regarding tenants at the mortgaged real properties that will secure the
underlying mortgage loans--

         o   Fourteen (14) mortgaged real properties, securing mortgage loans
             that represent 6.0% of the initial mortgage pool balance, all of
             which are in loan group no. 1, comprising 7.7% of the initial loan
             group no. 1 balance, are, in each case, a retail property, an
             office property, an industrial property or a mixed-use property
             that is leased to one or more significant tenants that each
             occupies at least 50%, but less than 100%, of the net rentable area
             of the particular property.

         o   Seventeen (17) mortgaged real properties, securing mortgage loans
             that represent 6.5% of the initial mortgage pool balance, all of
             which are in loan group no. 1, comprising 8.4% of the initial loan
             group no. 1 balance, are either wholly owner-occupied or leased to
             a single tenant.

         o   Some of the mortgaged real properties that are retail or office
             properties may have Dark Tenants.

         o   A number of the anchor tenants at the mortgaged real properties
             that are retail properties are not subject to operating covenants,
             and shadow anchors are not generally subject to operating
             covenants.

         o   A number of companies are Major Tenants at more than one of the
             mortgaged real properties.

         o   There are several cases in which a particular entity is a tenant at
             more than one of the mortgaged real properties, and although it may
             not be a Major Tenant at any of those properties, may be
             significant to the success of the properties in the aggregate.

         Ground Leases. Seven (7) of the mortgage loans that we intend to
include in the trust fund, which represent 6.5% of the initial mortgage pool
balance, of which six (6) mortgage loans are in loan group no. 1, comprising
7.7% of the initial loan group no. 1 balance, and one (1) mortgage loan is in
loan group no. 2, comprising 2.4% of the initial loan group no. 2 balance,
respectively, are secured by a mortgage lien on the borrower's leasehold
interest (and in one instance, the borrower's sub-ground leasehold interest) in
all or a material portion of the related mortgaged real property but not by any
mortgage lien on the corresponding fee interest. Except as otherwise discussed
below, the following is true in each of those cases--

         o   the related ground lease or sub-ground lease, as applicable, after
             giving effect to all extension options, expires approximately 12
             years or more after the stated maturity of the related mortgage
             loan,

         o   the related ground lessor or sub-ground lessor, as applicable, has
             agreed in the related ground lease or sub-ground lease, as
             applicable, or under a separate estoppel or other agreement, to
             give the holder of the related mortgage loan notice of, and the
             right to cure, any default or breach by the ground lessee or
             sub-ground lessee, as applicable, and

         o   in general, the ground lease or sub-ground lease, as applicable, or
             a separate estoppel or other agreement otherwise contains standard
             provisions that are intended to protect the interests of the holder
             of the related mortgage loan.

         Additional Secured Financing. Other than as described in the succeeding
paragraphs, the mortgage loans that we intend to include in the trust fund
generally prohibit borrowers from incurring, without lender consent, any
additional debt that is secured by the related mortgaged real property, other
than financing for fixtures, equipment and other personal property.

         The Eastgate Mall Mortgage Loan, which represents 2.9% of the initial
mortgage pool balance, is secured by the Eastgate Mall Property, which also
secures the Eastgate Mall Junior Companion Loans, which are subordinate to the
Eastgate



                                      S-77


Mall Mortgage Loan. The Eastgate Mall Junior Companion Loans are not included in
the trust fund. See "--Certain Matters Regarding the Eastgate Mall Mortgage
Loan" below.

         The FedEx-Midway Mortgage Loan, which represents 0.8% of the initial
mortgage pool balance, is secured by the FedEx-Midway Property, which also
secures the FedEx-Midway Junior Companion Loan, which is subordinate to the
FedEx-Midway Mortgage Loan in accordance with the terms of the related
intercreditor agreement. The FedEx-Midway Junior Companion Loan is not included
in the trust fund. See "--Certain Matters Regarding the FedEx-Midway Mortgage
Loan" below.

         The 127 West 96th St. Loan 1 Mortgage Loan, which represents 0.1% of
the initial mortgage pool balance, is secured by the 127 West 96th St. Loan 1
Property, which also secures the 127 West 96th St. Loan 2 Mortgage Loan, which
is subordinate to the 127 West 96th St. Loan 1 Mortgage Loan.

         In the case of two (2) underlying mortgage loans secured by the
mortgaged real properties identified on Exhibit A-1 to this prospectus
supplement as Washington Townhomes and Stevens Creek Office Center,
respectively, which underlying mortgage loans represent 1.0% of the initial
mortgage pool balance, the related borrower may incur additional debt secured by
the related mortgaged real property on a subordinate basis upon the written
approval of the holder of the related mortgage and the satisfaction of various
specified conditions, including specified debt service coverage and
loan-to-value ratios, execution of an intercreditor and subordination agreement
by an institutional lender, establishment of a lockbox arrangement and, if
required, receipt of rating agency confirmation.

         Each A-Note Mortgage Loan is secured by a mortgaged real property that
also secures, on a subordinated basis, one other loan, a B-Note Companion Loan,
that is not included in the trust. The A-Note Mortgage Loans collectively
represent 2.7% of the initial mortgage pool balance. See "Description of the
Underlying Mortgage Loans--The A/B Loan Pairs."

         Mezzanine Debt. In the case of 23 mortgage loans that we intend to
include in the trust fund, which represent 33.1% of the initial mortgage pool
balance, one or more of the principals of the related borrower have incurred or
are permitted to incur mezzanine debt. Further, many of the mortgage loans
included in the trust fund do not prohibit limited partners or other owners of
non-controlling interests in the related borrower from pledging their interests
in the borrower as security for mezzanine debt. Mezzanine lenders generally have
the right to cure certain defaults occurring on the related mortgage loan and
upon a default under the mezzanine debt, the mezzanine lender may foreclose upon
the ownership interests in the related borrower. Mezzanine debt is debt that is
secured by ownership interests in the borrower. This type of financing
effectively reduces the indirect equity interest of any principal or any other
owner in the borrower in the corresponding real mortgaged property. While the
mezzanine lender has no security interest in or rights to the related mortgaged
real property, a default under the mezzanine loan could cause a change in
control of the related borrower.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
Hyperion Apartments, which underlying mortgage loan represents 0.5% of the
initial mortgage pool balance, a $1,625,000 mezzanine loan is secured by
ownership interests in the borrower. The lender of the subject underlying
mortgage loan and the holder of the mezzanine financing, Column Financial, Inc.,
entered into an intercreditor agreement which, among other things, (a) restricts
the mezzanine lender's ability to transfer more than 49% of its interest in the
mezzanine loan without the approval of the rating agencies unless the transfer
is to an institutional lender (which includes certain affiliates of the
mezzanine lender), (b) requires the mezzanine lender to obtain rating agency
approval of the new owner of the ownership interests unless such new owner is an
institutional lender (which includes certain affiliates of the mezzanine lender)
in the event of foreclosure on the pledge of the ownership interests, and (c)
requires the holder of the subject underlying mortgage loan to provide certain
notices and cure rights under the subject underlying mortgage loan to the
mezzanine lender. Additionally, if the holder of the subject underlying mortgage
loan accelerates the loan, starts a foreclosure procedure or such loan becomes a
specially serviced loan, then the mezzanine lender has the right to purchase the
subject underlying mortgage loan for a price equal to its outstanding principal
balance plus all accrued interest and other amounts due thereon.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as 275
Madison Avenue, which underlying mortgage loan represents 3.8% of the initial
mortgage pool balance, a $10,000,000 mezzanine loan is secured by the ownership
interests in the related borrower. The lender of the subject underlying mortgage
loan and the holder of the mezzanine financing, Delaware Securities Holdings,
Inc., entered into an intercreditor agreement which, among other things, will
(a) restrict the mezzanine lender's ability to transfer more than 49% of its
interest in the mezzanine loan without the approval of the rating agencies
unless the transfer is to an institutional lender (which includes certain
affiliates of the mezzanine lender), (b) require the mezzanine lender to obtain
rating agency approval of the new owner of the ownership interests unless such
new owner is an institutional lender (which includes certain affiliates of the
mezzanine lender) in the event of foreclosure on the pledge of the ownership
interests, and (c) require the

                                      S-78


holder of the subject underlying mortgage loan to provide certain notices and
cure rights under the subject underlying mortgage loan to the mezzanine lender.
Additionally, if the holder of the subject underlying mortgage loan accelerates
the loan, starts a foreclosure procedure or such loan becomes a specially
serviced loan, then the mezzanine lender will have the right to purchase the
subject underlying mortgage loan for its outstanding principal balance plus all
accrued interest and other amounts due thereon.

         In the case of six (6) underlying mortgage loans secured by the
mortgaged real properties identified on Exhibit A-1 to this prospectus
supplement as Autry Portfolio - Dona Ana I Apts, Autry Portfolio - Dona Ana II
Apartments, Autry Portfolio - Valley Apartments, Autry Portfolio - Mountain View
II Apartments, Autry Portfolio - Mountain View III Apartments and Autry
Portfolio - Santa Fe Apartments, which underlying mortgage loans represent 0.6%
of the initial mortgage pool balance, the related mezzanine loan ($2,885,371 in
the aggregate) is secured by the ownership interests in the related borrower.
The lender of each underlying mortgage loan and the holder of the related
mezzanine financing entered into a subordination and standstill agreement which,
among other things, includes that (a) the mezzanine loan must be subordinate in
all respects to the related underlying mortgage loan and (b) until such time as
the underlying mortgage loan has been paid in full, the related mezzanine lender
will not declare a default, accelerate the mezzanine loan, or start a
foreclosure procedure.

         In the case of two (2) underlying mortgage loans secured by the
mortgaged real properties identified on Exhibit A-1 to this prospectus
supplement as Valwood Industrial Portfolio and Valwood Building 37, which
underlying mortgage loans represent 1.3% of the initial mortgage pool balance,
to the extent either mortgaged real property is ever sold, the proposed
transferee (the "Buyer") of such mortgaged real property may obtain mezzanine
financing in favor of the related borrower (the proposed transferor) in
connection with a sale, conveyance or transfer of such mortgaged real property
secured by ownership interests in the Buyer upon satisfying the following
conditions: (a) the Buyer must acquire both the Valwood Industrial Portfolio and
Valwood Building 37 mortgage loans, (b) the mortgaged real properties satisfy a
stipulated debt service coverage ratio of at least 1.10x for the aggregate sum
of the subject mortgage loan and the subject mezzanine debt, (c) the aggregate
sum of the debt under the subject mortgage loan and the subject mezzanine debt
does not exceed a stipulated loan-to-value ratio of 85% based on the Buyer's
purchase price, (d) the lender of the subject mezzanine debt executes an
intercreditor agreement in form and substance acceptable to the mortgage loan
lender, (e) the purchase price must equal or exceed 125% of then outstanding
principal balance of both the Valwood Industrial Portfolio and Valwood Building
37 mortgage loans, and (e) the loan documents evidencing the subject mezzanine
debt are approved in all respects by the mortgage loan lender.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
Greenbrier Plaza, which underlying mortgage loan represents 0.5% of the initial
mortgage pool balance, to the extent the mortgaged real property is ever sold,
the proposed transferee (the "Buyer") of such mortgaged real property may obtain
mezzanine financing in favor of the borrower (the proposed transferor) in
connection with a sale, conveyance or transfer of such mortgaged real property
secured by membership interests in the Buyer upon satisfying certain conditions
including, among other things, (a) execution and delivery of an intercreditor
and standstill agreement to the lender in form and substance acceptable to the
lender in its sole discretion, (b) the mezzanine loan must be subordinate in all
respects to the underlying mortgage loan, (c) the lender must approve the terms,
conditions and structure of, and documentation for, the mezzanine loan, and (d)
if required by the lender, execution and delivery of any opinions.

         In the case of five (5) underlying mortgage loans secured by the
mortgaged real properties identified on Exhibit A-1 to this prospectus
supplement as Clifty Crossing Shopping Center, Orangefair Marketplace Shopping
Center, Renaissance Park I, Countryside Village Apartments and North Eastwood,
respectively, which underlying mortgage loans represent 3.7% of the initial
mortgage pool balance, the members of each respective borrower may obtain
mezzanine financing secured by such member's membership interests in the
respective borrower upon the prior written consent of the holder of the related
mortgage and the satisfaction of various specified conditions, including
specified debt service coverage and loan-to-value ratios, execution of an
intercreditor and subordination agreement by an institutional mezzanine lender
and, if required, establishment of a lockbox arrangement and receipt of rating
agency confirmation.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
Sanctuary of Woodshire, which underlying mortgage loan represents 0.8% of the
initial mortgage pool balance, the members of the borrower may obtain mezzanine
financing secured by such member's membership interests in the borrower upon the
prior consent of the holder of the related mortgage and the satisfaction of
various specified conditions, including specified debt service coverage and
loan-to-value ratios, execution of an intercreditor agreement by the mezzanine
lender, an opinion that the trust fund will not fail to maintain its status as a
REMIC solely as a result of the mezzanine financing, evidence that such
mezzanine financing will not result in a downgrade, withdrawal or qualification
of the then current ratings of the certificates, and confirmation that such
mezzanine financing will not result in a lien against the mortgaged real
property.


                                      S-79


         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
Commercial Street Business Center, which underlying mortgage loan represents
0.8% of the initial mortgage pool balance, a member of the borrower may obtain
mezzanine financing secured by a pledge of up to 49% of such member's interest
in the borrower, provided that such 49% pledged interest must not have any
management or control rights over the borrower and the borrower must at all
times remain either managed by the manager previously approved by the lender or
the initial member must become the managing member.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as Campus
View Apts, which underlying mortgage loan represents 0.6% of the initial
mortgage pool balance, the members of the borrower may, without the consent of
the holder of the related mortgage, obtain mezzanine financing secured by up to
49% of such members' membership interests in the borrower, provided that such
49% pledged interest must not result in a change in control over the borrower.
In addition, the members of the borrower may pledge more than 49% of their
membership interests (or any other percentage that results in a change in
control) in the borrower with the prior consent of the holder of the related
mortgage, provided that various specified conditions are satisfied, including
specified debt service coverage and loan-to-value ratios, execution of an
intercreditor agreement by the mezzanine lender, an opinion that the trust fund
will not fail to maintain its status as a REMIC solely as a result of the
mezzanine financing, evidence that such mezzanine financing will not result in a
downgrade, withdrawal or qualification of the then current ratings of the
certificates, and confirmation that such mezzanine financing will not result in
a lien against the mortgaged real property.

         In the case of one (1) underlying mortgage loan secured by the
mortgaged real property identified on Exhibit A-1 to this prospectus supplement
as Time Warner Retail, which underlying mortgage loan represents 17.1% of the
initial mortgage pool balance, following the fifth anniversary of the closing
date, constituent owners of the borrower may obtain mezzanine financing secured
solely by any direct or indirect ownership interests in the borrower, provided
that (a) no default or event of default has occurred and is continuing, (b) the
mezzanine debt is on terms and conditions, and made, evidenced and secured
pursuant to loan documents reasonably acceptable to the lender, (c) the
mezzanine lender must be reasonably acceptable to the lender, (d) the lender and
mezzanine lender must mutually execute and deliver an intercreditor agreement in
form and substance reasonably acceptable to the lender, (e) the lender must
receive confirmation in writing from the applicable rating agencies that such
transfer will not result in a downgrade, withdrawal or qualification of the then
current ratings of the certificates, and (f) the borrower must pay to the lender
all out-of-pocket costs and expenses, including reasonable attorney's fees
incurred by the lender in connection with such mezzanine loan.

         In the case of one (1) underlying mortgage loan secured by the
mortgaged real property identified on Exhibit A-1 to this prospectus supplement
as Marketplace at Concord Mills, which underlying mortgage loan represents 0.8%
of the initial mortgage pool balance, the holders of direct or indirect
ownership interests in the borrower may obtain mezzanine financing secured by
such ownership interests upon the prior approval of the holder of the related
mortgage and the satisfaction of various specified conditions, including
specified debt service coverage and loan-to-value ratios, execution of an
intercreditor agreement by a qualified lender and establishment of a lockbox
arrangement.

         Unsecured Indebtedness. The borrowers under some of the mortgage loans
that we intend to include in the trust fund have incurred or may incur unsecured
indebtedness other than in the ordinary course of business which is or may be
substantial in relation to the amount of the subject mortgage loan. Each
unsecured debt creditor could cause the related borrower to seek protection
under applicable bankruptcy laws. Additionally, in some instances, the borrower
under a mortgage loan intended to be included in the trust fund is required or
allowed to post letters of credit as additional security for that mortgage loan,
in lieu of reserves or otherwise, and the related borrower may be obligated to
pay fees and expenses associated with the letter of credit and/or to reimburse
the letter of credit issuer or others in the event of a draw upon the letter of
credit by the lender.

         In the case of the underlying mortgage loan secured by the mortgaged
real property identified on Exhibit A-1 to this prospectus supplement as
Countryside Village Apartments, which mortgage loan represents 0.4% of the
initial mortgage pool balance, the related borrower may incur unsecured
subordinate financing in an amount of up to $1,500,000 upon satisfaction of
various specified conditions including, among other things, the combined
loan-to-value ratio must not exceed 90%, the combined debt service coverage
ratio must be at least 1.10x and the holder of the unsecured debt must execute a
subordination and standstill agreement acceptable to the holder of the subject
underlying mortgage loan.

         Non-Special Purpose Entity Borrowers. The business activities of the
borrowers under many mortgage loans that we intend to include in the trust fund
with cut-off date principal balances below $5,000,000 are generally not limited
to owning their respective mortgaged real properties or limited in their
business activities, including incurring debt and other liabilities. In
addition, even in the case of mortgage loans with cut-off date principal
balances of $5,000,000 or more, there are several borrowers that are similarly
not limited to owning their respective mortgaged real properties nor limited in
their



                                      S-80


business activities. In addition, the borrowers under some mortgage loans that
we intend to include in the trust fund have incurred or are permitted in the
future to incur debt unrelated to operating the related mortgaged real property.
The financial success of the borrowers under these mortgage loans may be
affected by the performance of their respective business activities (other than
owning their respective properties). These other business activities increase
the possibility that these borrowers may become bankrupt or insolvent.

         Title, Survey and Similar Issues. In the case of a few of the mortgaged
real properties securing mortgage loans that we intend to include in the trust
fund, the permanent improvements on the subject property encroach over an
easement or a setback line or onto another property. In other instances, certain
oil, gas or water estates affect a property. Generally in those cases, either
(i) the related lender's title policy insures against loss if a court orders the
removal of the improvements causing the encroachment or (ii) the respective
title and/or survey issue was analyzed by the originating lender and determined
not to materially affect the respective mortgaged real property for its intended
use. There is no assurance, however, that any such analysis in this regard is
correct, or that such determination was made in each and every case.

THE A/B LOAN PAIRS

         General. The A-Note Mortgage Loans, which collectively represent 2.7%
of the initial mortgage pool balance, are secured by the mortgaged real
properties identified on Exhibit A-1 to this prospectus supplement as Mill
Valley Apartments, Medical Center Apartments, Oakwood Apartments, Cross Creek
Apartments and Parkside Apartments, respectively. In the case of each A-Note
Mortgage Loan, the related borrower has encumbered the related mortgaged real
property with junior debt, which constitutes the related B-Note Companion Loan.
In each case, the aggregate debt consisting of the A-Note Mortgage Loan and the
related B-Note Companion Loan, which two mortgage loans constitute an A/B Loan
Pair, is secured by a single mortgage or deed of trust on the subject mortgaged
real property. We intend to include the A-Note Mortgage Loans in the trust fund.
The holder of each B-Note Companion Loan is CBA-Mezzanine Capital Finance, LLC
("CBA"), and such B-Note Companion Loans will not be included in the trust fund.

         Each A-Note Mortgage Loan and B-Note Companion Loan comprising an A/B
Loan Pair are cross-defaulted. The outstanding principal balance of each B-Note
Companion Loan does not exceed 5% of the underwritten appraised value of the
related mortgaged real property that secures the related A/B Loan Pair. All five
B-Note Companion Loans have an interest rate of 12.75% per annum and each B-Note
Companion Loan has the same maturity date, amortization schedule and prepayment
structure as the related A-Note Mortgage Loan. For purposes of the information
presented in this prospectus supplement with respect to each A-Note Mortgage
Loan, the loan-to-value ratio and debt service coverage ratio information
reflects only the A-Note Mortgage Loan and does not take into account the
related B-Note Companion Loan.

         The trust, as the holder of each A-Note Mortgage Loan, and the holder
of the related B-Note Companion Loan will be successor parties to a separate
intercreditor agreement, which we refer to as an A/B Intercreditor Agreement,
with respect to each A/B Loan Pair. Servicing and administration of each A-Note
Mortgage Loan (and, to the extent described below, each B-Note Companion Loan)
will be performed by the master servicer on behalf of the trust (or, in the case
of a B-Note Companion Loan, on behalf of the holder of that loan). The servicer
of each B-Note Companion Loan will collect payments with respect to that
mortgage loan. The master servicer will provide certain information and reports
related to each A/B Loan Pair to the holder of the related B-Note Companion
Loan, but will not collect payments with respect to such B-Note Companion Loan
until the occurrence of certain events of default with respect to such A/B Loan
Pair described in the related A/B Intercreditor Agreement. The following
describes certain provisions of the A/B Intercreditor Agreements. The following
does not purport to be complete and is subject, and qualified in its entirety by
reference to the actual provisions of each A/B Intercreditor Agreement.

         Allocation of Payments Between an A-Note Mortgage Loan and the related
B-Note Companion Loan. The right of the holder of each B-Note Companion Loan to
receive payments of interest, principal and other amounts are subordinated to
the rights of the holder of the related A-Note Mortgage Loan to receive such
amounts. For each A/B Loan Pair, an "A/B Material Default" consists of the
following events: (a) the acceleration of the A-Note Mortgage Loan or the
related B-Note Companion Loan; (b) the existence of a continuing monetary
default; and/or (c) the filing of a bankruptcy or insolvency action by, or
against, the related borrower or the related borrower otherwise being the
subject of a bankruptcy or insolvency proceeding. So long as an A/B Material
Default has not occurred or, if an A/B Material Default has occurred, that A/B
Material Default is no longer continuing with respect to an A/B Loan Pair, the
related borrower under the A/B Loan Pair will make separate payments of
principal and interest to the respective holders of the related A-Note Mortgage
Loan and B-Note Companion Loan. Escrow and reserve payments will be made to the
master servicer on behalf of the trust (as the holder of the subject A-Note
Mortgage Loan). Any proceeds under title, hazard or other insurance policies, or
awards or settlements in respect of condemnation proceedings or similar
exercises of the power of eminent domain, or any other principal prepayment of
an A/B Loan Pair (together with any applicable Yield Maintenance Charges), will
generally be applied first to the principal balance of the subject A-Note
Mortgage Loan and then to the principal balance of the subject B-Note Companion
Loan. If an



                                      S-81


A/B Material Default occurs and is continuing with respect to an A/B Loan Pair,
then all amounts tendered by the related borrower or otherwise available for
payment of such A/B Loan Pair will be applied by the master servicer (with any
payments received by the holder of the subject B-Note Companion Loan after and
during such an A/B Material Default to be forwarded to the master servicer), net
of certain amounts, in the order of priority set forth in a sequential payment
waterfall in the related A/B Intercreditor Agreement, which generally provides
that all interest, principal, Yield Maintenance Charges, Static Prepayment
Premiums and outstanding expenses with respect to the subject A-Note Mortgage
Loan will be paid in full prior to any application of payments to the subject
B-Note Companion Loan.

         If an A-Note Mortgage Loan or the related B-Note Companion Loan is
modified in connection with a work-out so that, with respect to either the
subject A-Note Mortgage Loan or the subject B-Note Companion Loan, (a) the
outstanding principal balance is decreased, (b) payments of interest or
principal are waived, reduced or deferred or (c) any other adjustment is made to
any of the terms of such mortgage loan, then all payments to the trust (as the
holder of the subject A-Note Mortgage Loan) will be made as though such work-out
did not occur and the payment terms of the subject A-Note Mortgage Loan will
remain the same. In that case, unless the lender was required to get the B-Note
Companion Loan holder's consent at a time when such holder had the right to so
consent and failed to do so, the holder of the subject B-Note Companion Loan
will bear the full economic effect of all waivers, reductions or deferrals of
amounts due on either the subject A-Note Mortgage Loan or the subject B-Note
Companion Loan attributable to such work-out (up to the outstanding principal
balance, together with accrued interest thereon, of the subject B-Note Companion
Loan).

         Servicing of the A/B Loan Pairs. Each A-Note Mortgage Loan and the
related mortgaged real property will be serviced and administered by the master
servicer pursuant to the pooling and servicing agreement. The master servicer
and/or special servicer will service and administer each B-Note Companion Loan
to the extent described below. The servicing standard set forth in the pooling
and servicing agreement will require the master servicer and the special
servicer to take into account the interests of both the trust and the holder of
the related B-Note Companion Loan when servicing an A/B Loan Pair, with a view
to maximizing the realization for both the trust and such holder as a collective
whole. Any holder of a B-Note Companion Loan will be deemed a third-party
beneficiary of the pooling and servicing agreement.

         The master servicer and the special servicer have (subject to the
discussion in the fourth preceding paragraph) the sole and exclusive authority
to service and administer, and to exercise the rights and remedies with respect
to, each A/B Loan Pair, and (subject to certain limitations with respect to
modifications and certain rights of the holder of the related B-Note Companion
Loan to purchase the corresponding A-Note Mortgage Loan) the holder of the
related B-Note Companion Loan has no voting, consent or other rights whatsoever
with respect to the master servicer's or special servicer's administration of,
or the exercise of its rights and remedies with respect to, the subject A/B Loan
Pair.

         So long as an A/B Material Default has not occurred with respect to an
A/B Loan Pair, the master servicer will have no obligation to collect payments
with respect to the related B-Note Companion Loan. A separate servicer of each
B-Note Companion Loan will be responsible for collecting amounts payable in
respect of such B-Note Companion Loan. That servicer will have no servicing
duties or obligations with respect to the related A-Note Mortgage Loan or the
related mortgaged real property. If an A/B Material Default occurs with respect
to an A/B Loan Pair, the master servicer or the special servicer, as applicable,
will (during the continuance of that A/B Material Default) collect and
distribute payments for both of the subject A-Note Mortgage Loan and the related
B-Note Companion Loan pursuant to the sequential payment waterfall set forth in
the related A/B Intercreditor Agreement.

         Advances. Neither the master servicer nor the trustee is required to
make any monthly debt service advances with respect to a B-Note Companion Loan.
Neither the holder of a B-Note Companion Loan nor any related separate servicer
is required to make any monthly debt service advance with respect to the related
A-Note Mortgage Loan or any servicing advance with respect to the related
mortgaged real property. The master servicer, the special servicer and, if
applicable, the trustee will make servicing advances with respect to the
mortgaged real properties securing each A/B Loan Pair.

         Modifications. The ability of the master servicer and the special
servicer, as applicable, to enter into any amendment, deferral, extension,
modification, increase, renewal, replacement, consolidation, supplement or
waiver of any term or provision of a B-Note Companion Loan, the related A-Note
Mortgage Loan or the related loan documents, is limited by the rights of the
holder of the B-Note Companion Loan to approve such modifications and other
actions as set forth in the related A/B Intercreditor Agreement; provided that
the consent of the holder of a B-Note Companion Loan will not be required in
connection with any such modification or other action with respect to an A/B
Loan Pair after the expiration of such holder's right to purchase the related
A-Note Mortgage Loan. The holder of a B-Note Companion Loan may not enter into
any assumption, amendment, deferral, extension, modification, increase, renewal,
replacement, consolidation, supplement or waiver of such B-Note Companion Loan
or the related loan documents without the prior written consent of the trustee,
as holder of the related A-Note Mortgage Loan.



                                      S-82


         Purchase of an A-Note Mortgage Loan by the Holder of the Related B-Note
Companion Loan. Upon the occurrence of any one of certain defaults that are set
forth in each A/B Intercreditor Agreement, the holder of the subject B-Note
Companion Loan will have the right to purchase the related A-Note Mortgage Loan
at a purchase price determined under that A/B Intercreditor Agreement and
generally equal the sum of (a) the outstanding principal balance of such A-Note
Mortgage Loan, (b) accrued and unpaid interest on the outstanding principal
balance of the A-Note Mortgage Loan (excluding any default interest or other
late payment charges), (c) any unreimbursed servicing advances made by the
master servicer or the trustee with respect to such A-Note Mortgage Loan,
together with any advance interest thereon, (d) reasonable out-of-pocket legal
fees and costs incurred in connection with enforcement of the subject A/B Loan
Pair by the master servicer or special servicer, (e) any interest on any
unreimbursed debt service advances made by the master servicer or the trustee
with respect to such A-Note Mortgage Loan, (f) master servicing fees, special
servicing fees and trustee's fees, including certificate administrator's fees,
payable under the pooling and servicing agreement, and (g) out-of-pocket
expenses incurred by the trustee or the master servicer with respect to the
subject A/B Loan Pair together with advance interest thereon. The holder of the
B-Note Companion Loan does not have any rights to cure any defaults with respect
to the subject A/B Loan Pair.

CERTAIN MATTERS REGARDING THE EASTGATE MALL MORTGAGE LOAN

         General. The mortgage loan identified on Exhibit A-1 to this prospectus
supplement as Eastgate Mall (referred to herein as the "Eastgate Mall Mortgage
Loan") is secured, on a senior basis with two other notes (the "Eastgate Mall
Junior Companion Loans"), by the related mortgaged real property (the "Eastgate
Mall Property"). The Eastgate Mall Mortgage Loan together with the Eastgate Mall
Junior Companion Loans is referred to herein as the "Eastgate Mall Total Loan"
and the holders of the Eastgate Mall Junior Companion Loans are referred to
herein as the "Eastgate Mall Companion Lenders." The interest rate of the
Eastgate Mall B-1 Note Companion Loan is 6.122% and, as of the cut-off date, has
an outstanding principal balance of $3,550,000. The interest rate of the
Eastgate Mall B-2 Note Companion Loan is 6.75% and, as of the cut-off date, has
an outstanding principal balance of $7,750,000.

         The Eastgate Mall Junior Companion Loans are not included in the trust
fund. LaSalle and Mortgage Holdings/Eastgate, LLC are the current lenders under
the Eastgate Mall Junior Companion Loans. LaSalle, in its capacity as the
initial holder of the Eastgate Mall Mortgage Loan, LaSalle, in its capacity as
the initial holder of the Eastgate Mall B-1 Note Companion Loan, and Mortgage
Holdings/Eastgate, LLC, in its capacity as the initial holder of the Eastgate
Mall B-2 Note Companion Loan, have entered into an intercreditor agreement (the
"Eastgate Mall Intercreditor Agreement").

         Eastgate Mall Intercreditor Agreement; Allocation of Payments Between
the Eastgate Mall Mortgage Loan and the Eastgate Mall Junior Companion Loans -
Payments Prior to Certain Loan Defaults. The right of the holders of the
Eastgate Mall Junior Companion Loans to receive payments with respect to the
Eastgate Mall Total Loan is at all times junior to the right of the holder of
the Eastgate Mall Mortgage Loan to receive payments of interest, principal and
other amounts from amounts collected with respect to the Eastgate Mall Total
Loan.

         Prior to the occurrence and continuance of an event of default under
the loan documents, the acceleration of the Eastgate Mall Total Loan, the
Eastgate Mall Total Loan becoming a specially serviced loan as a result of an
event of default, the occurrence of the maturity date, or the application of any
casualty or condemnation proceeds to prepay the Eastgate Mall Total Loan (each
an "Eastgate Sequential Pay Event"), all amounts tendered by the related
borrower or otherwise available for payment on the Eastgate Mall Total Loan
(including amounts received by the master servicer or special servicer but
excluding any amounts for required reserves or escrows, and proceeds, awards or
settlements to be applied to the restoration or repair of the mortgaged real
property or released to the borrower in accordance with the related loan
documents) are (net of any amounts then due to the master servicer, the special
servicer, the certificate administrator or the trustee with respect to the
Eastgate Mall Total Loan under the pooling and servicing agreement, including
any trustee fees, master servicing fees, special servicing fees and any
additional trust fund expenses, costs or advances) to be applied in the
following order of priority:

         o   first, to the trust fund in an amount equal to the accrued and
             unpaid interest on the principal balance of the Eastgate Mall
             Mortgage Loan through the end of the related interest accrual
             period;

         o   second, to the trust fund, in an amount equal to its pro rata
             (based upon the outstanding principal balance of the Eastgate Mall
             Mortgage Loan and the principal balance of the Eastgate Mall B-1
             Note Companion Loan) portion of the principal payments received
             (other than any amount of the principal balance of the Eastgate
             Mall B-2 Note Companion Loan that is prepaid by the borrower), if
             any;

         o   third, to the Eastgate Mall B-1 Note Companion Lender in an amount
             equal to the accrued and unpaid interest on the principal balance
             of the Eastgate Mall B-1 Note Companion Loan through the end of the
             related interest accrual period;



                                      S-83


         o   fourth, to the Eastgate Mall B-1 Note Companion Lender, in an
             amount equal to its pro rata (based upon the outstanding principal
             balance of the Eastgate Mall Mortgage Loan and the principal
             balance of the Eastgate Mall B-1 Note Companion Loan) portion of
             the principal payments received (other than any amount of the
             principal balance of the Eastgate Mall B-2 Note Companion Loan that
             is prepaid by the borrower), if any;

         o   fifth, to the Eastgate Mall B-2 Note Companion Lender in an amount
             equal to the accrued and unpaid interest on the principal balance
             of the Eastgate Mall B-2 Note Companion Loan through the end of the
             related interest accrual period;

         o   sixth, to the Eastgate Mall B-2 Note Companion Lender, in an amount
             equal to any amount of the principal balance of the Eastgate Mall
             B-2 Note Companion Loan that is prepaid by the borrower in
             reduction (to not less than zero) of the principal balance of the
             Eastgate Mall B-2 Note Companion Loan;

         o   seventh, to the trust fund and each Eastgate Mall Companion Lender,
             pro rata (based upon the principal balance of each note being
             prepaid), in an amount equal to the prepayment premium, to the
             extent actually paid, allocable to the Eastgate Mall Total Loan;

         o   eighth, to the Eastgate Mall B-1 Note Companion Lender up to the
             amount of any unreimbursed costs and expenses up to the amount of
             such costs and expenses previously paid by such lender;

         o   ninth, to the Eastgate Mall B-2 Note Companion Lender up to the
             amount of any unreimbursed costs and expenses up to the amount of
             such costs and expenses previously paid by such lender; and

         o   tenth, any excess, pro rata, to the trust fund and each Eastgate
             Mall Companion Lender based upon the initial principal balance of
             each note.

         Payments Following Certain Loan Defaults. If an Eastgate Sequential Pay
Event has occurred and is continuing, the right of the holders of the Eastgate
Mall Junior Companion Loans to receive payments with respect to the Eastgate
Mall Total Loan will be subordinated to the payment rights of the holder of the
Eastgate Mall Mortgage Loan to receive payments from all amounts tendered by the
related borrower or otherwise available for payment of the Eastgate Mall Total
Loan (including amounts received by the master servicer or special servicer but
excluding any amounts for required reserves or escrows, and proceeds, awards or
settlements to be applied to the restoration or repair of the mortgaged real
property or released to the borrower in accordance with the related loan
documents) are (net of any amounts then due to the master servicer, the special
servicer, the certificate administrator or the trustee with respect to the
Eastgate Mall Total Loan under the pooling and servicing agreement, including
any trustee fees, master servicing fees, special servicing fees and any
additional trust fund expenses, costs or advances) required to be applied in the
following order of priority:

         o   first, to the trust fund in an amount equal to the accrued and
             unpaid interest on the principal balance of the Eastgate Mall
             Mortgage Loan through the end of the related interest accrual
             period;

         o   second, to the trust fund, in an amount equal to the principal
             balance of the Eastgate Mall Mortgage Loan until paid in full;

         o   third, to the trust fund, in an amount equal to any prepayment
             premium, to the extent actually paid, allocable to the Eastgate
             Mall Mortgage Loan;

         o   fourth, to the trust fund in an amount equal to any default
             interest in excess of the interest paid in accordance with the
             first bullet point above;

         o   fifth, to the Eastgate Mall B-1 Note Companion Lender, in an amount
             equal to accrued and unpaid interest on the principal balance of
             the Eastgate Mall B-1 Note Companion Loan through the end of the
             related interest accrual period;

         o   sixth, to the Eastgate Mall B-1 Note Companion Lender, in an amount
             equal to the principal balance of the Eastgate Mall B-1 Note
             Companion Loan until paid in full;

         o   seventh, to the Eastgate Mall B-1 Note Companion Lender, in an
             amount equal to any prepayment premium, to the extent actually
             paid, allocable to the Eastgate Mall B-1 Note Companion Loan;



                                      S-84


         o   eighth, to the Eastgate Mall B-1 Note Companion Lender in an amount
             equal to any default interest in excess of the interest paid in
             accordance with the fifth bullet point above;

         o   ninth, to the Eastgate Mall B-1 Note Companion Lender up to the
             amount of any unreimbursed costs and expenses up to the amount of
             such costs and expenses previously paid by such lender;

         o   tenth, to the Eastgate Mall B-2 Note Companion Lender in an amount
             equal to accrued and unpaid interest on the principal balance of
             the Eastgate Mall B-2 Note Companion Loan through the end of the
             related interest accrual period;

         o   eleventh, to the Eastgate Mall B-2 Note Companion Lender, in an
             amount equal to the principal balance of the Eastgate Mall B-2 Note
             Companion Loan until paid in full;

         o   twelfth, to the Eastgate Mall B-2 Note Companion Lender, in an
             amount equal to any prepayment premium, to the extent actually
             paid, allocable to principal balance of the Eastgate Mall B-2 Note
             Companion Loan;

         o   thirteenth, any default interest in excess of the interest paid in
             accordance with tenth bullet point above to the Eastgate Mall B-2
             Note Companion Lender;

         o   fourteenth, to the Eastgate Mall B-2 Note Companion Lender up to
             the amount of any unreimbursed costs and expenses up to the amount
             of such costs and expenses previously paid by such lender; and

         o   fifteenth, any excess, pro rata, to trust fund and each Eastgate
             Mall Companion Lender based upon the initial principal balance of
             each note, respectively.

         Certain Rights and Powers of the Eastgate Mall Junior Companion
Lenders. The special servicer under the pooling and servicing agreement is
required to deliver an asset status report to the Eastgate Mall Controlling
Holder containing, among other things, a summary of any proposed actions in
respect of the Eastgate Mall Total Loan or any related REO Property that the
special servicer intends to take, or consent to the taking by the master
servicer. However, if the asset status report recommends any Eastgate Mall
Consultation Actions, the special servicer must consult with the Eastgate Mall
Controlling Holder before taking such actions. Also, if the asset status report
recommends any Eastgate Mall Consent Actions, the special servicer may not
implement such actions unless (i) the Eastgate Mall Controlling Holder
affirmatively approves such actions in writing or (ii) if the Eastgate Mall
Controlling Holder does not affirmatively disapprove such action in writing
within the time frame required under the Eastgate Mall Intercreditor Agreement,
the Series 2004-C5 Directing Certificateholder affirmatively approves such
actions pursuant to the pooling and servicing agreement. If the Eastgate Mall
Controlling Holder disapproves the Eastgate Mall Consent Actions, then the
special servicer must deliver a revised asset status report to the Eastgate Mall
Controlling Holder and the special servicer may not implement the Eastgate Mall
Consent Actions contained therein unless there is an approval as described in
the preceding sentence, provided that following the delivery of a third revised
asset status report, the special servicer must implement the Eastgate Mall
Consent Actions as outlined in such asset status report.

         Notwithstanding the foregoing, the master servicer or special servicer
may, in its sole discretion, reject any advice or consultation provided by the
Eastgate Mall Controlling Holder, and no such advice or objection of the
Eastgate Mall Controlling Holder contemplated by the foregoing paragraphs may--

         o   require or cause the special servicer or master servicer to violate
             any applicable law;

         o   require or cause the special servicer or master servicer to violate
             the provisions of the pooling and servicing agreement, including
             those requiring the special servicer or master servicer to act in
             accordance with the Servicing Standard under the pooling and
             servicing agreement and not to impair the status of any REMIC
             created under the pooling and servicing agreement as a REMIC;

         o   require or cause the special servicer or master servicer to violate
             the terms of a mortgage loan; or

         o   materially expand the scope of the special servicer's or master
             servicer's responsibilities under the pooling and servicing
             agreement.

         Neither the special servicer nor the master servicer will follow any
such direction or initiate any such actions.



                                      S-85


         The "Eastgate Mall Controlling Holder" means either (i) the Eastgate
Mall B-2 Note Companion Lender or (ii) the Eastgate Mall B-1 Note Companion
Lender pursuant to the terms of the Eastgate Mall Intercreditor Agreement,
provided that no such Eastgate Mall Controlling Holder can be the related
borrower or an affiliate of the related borrower. However, the Eastgate Mall
Controlling Holder will be the Series 2004-C5 Directing Certificateholder if,
pursuant to the terms of the Eastgate Mall Intercreditor Agreement, none of the
Eastgate Mall Companion Lenders have the right to be the Eastgate Mall
Controlling Holder.

         Purchase Option. If any event of default with respect to an obligation
of the related borrower to pay money due under the Eastgate Mall Total Loan, or
any non-monetary event of default under the Eastgate Mall Total Loan, has
occurred and is continuing, the Eastgate Mall B-2 Note Companion Lender, so long
as it is not the related borrower or an affiliate of the related borrower, has
the first priority right to purchase the Eastgate Mall Mortgage Loan within 30
days of the termination of such lender's cure period. Upon expiration of such
30-day period, the Eastgate Mall B-1 Note Companion Lender has the first
priority right to purchase the Eastgate Mall Mortgage Loan for a period of 15
days. Each Eastgate Mall Companion Lender's right to exercise the purchase
option will automatically terminate if notice is not given upon the earliest to
occur of (a) the expiration of the 30-day period, with respect to the Eastgate
Mall B-2 Note Companion Lender, or subsequent 15-day period, with respect to the
Eastgate Mall B-1 Note Companion Lender, following the termination of each
lender's cure period, as applicable, (b) the consummation of a foreclosure sale,
sale by power of sale or delivery of a deed in lieu of foreclosure of the
Eastgate Mall Property, and (c) the purchase of the Eastgate Mall Mortgage Loan
pursuant to any fair value purchase option set forth in the pooling and
servicing agreement. In the case of the Eastgate Mall Mortgage Loan, the
relevant purchase price will generally equal the related unpaid principal
balance, plus accrued and unpaid interest thereon, plus any related unreimbursed
servicing advances, plus any unreimbursed costs arising from the Eastgate Mall
Mortgage Loan, any interest payable on related advances, plus any related
servicing or special servicing compensation payable under the pooling and
servicing agreement. In addition, as long as the Eastgate Mall B-2 Note
Companion Loan, or any interest therein is held by the related borrower or any
affiliate of the related borrower, with respect to a purchase by the Eastgate
Mall B-2 Note Companion Lender, such purchase price will include any and all
amounts due and owing under the related loan documents with respect to the
Eastgate Mall Mortgage Loan, including, without limitation, any prepayment
premium, yield maintenance premium or exit fees then applicable to the voluntary
or involuntary prepayment of the Eastgate Mall Mortgage Loan or the Eastgate
Mall B-1 Note Companion Loan, and any late fees and all other costs and
expenses, if any, due under the related loan documents or the pooling and
servicing agreement.

         Cure Rights. The master servicer or special servicer, as applicable,
will be required to deliver to the Eastgate Mall Companion Lenders, notice of
any monetary or, to the extent the master servicer or special servicer, as the
case may be, is aware of it, any non-monetary default with respect to the
Eastgate Mall Mortgage Loan. Then, the Eastgate Mall B-2 Note Companion Lender,
provided that it is not the related borrower or an affiliate of the related
borrower, will have the first priority right to cure defaults with respect to
the Eastgate Mall Mortgage Loan unless the Eastgate Mall B-2 Note Companion
Lender has lost such right under the terms of the Eastgate Mall Intercreditor
Agreement; provided that the subject cure must be completed, in the case of a
monetary default, within three (3) business days of receipt by that holder of
such notice, and in the case of a non-monetary default, within 20 days of
receipt by that holder of such notice. If the Eastgate Mall B-2 Note Companion
Lender does not exercise its cure rights, then the Eastgate Mall B-1 Note
Companion Lender will have the right to cure a monetary default within two (2)
business days and a non-monetary default within ten (10) days of the expiration
of the Eastgate Mall B-2 Note Companion Lender's cure period. The Eastgate Mall
Companion Lenders collectively may not cure more than three (3) successive
monetary defaults or four (4) non-monetary defaults, and such lenders
collectively will be limited to five (5) total cures of monetary defaults over
the life of the Eastgate Mall Total Loan. In the event that a holder of the
Eastgate Mall Junior Companion Loan elects to cure a default that can be cured
by the payment of money (each such payment, a "Eastgate Mall Cure Payment"),
that holder is required to make such Eastgate Mall Cure Payment to the master
servicer or special servicer, as applicable. The right of the curing party to be
reimbursed for any Eastgate Mall Cure Payment (including the reimbursement of a
previous advance made by the master servicer, the special servicer or the
trustee) will be subordinate to the payment of other amounts due with respect to
the Eastgate Mall Mortgage Loan to the extent set forth in the priority of
payments described above.

CERTAIN MATTERS REGARDING THE FEDEX-MIDWAY MORTGAGE LOAN

         General. The mortgage loan identified on Exhibit A-1 to this prospectus
supplement as FedEx-Midway (referred to herein as the "FedEx-Midway Mortgage
Loan") is secured, on a senior basis with another note (the "FedEx-Midway Junior
Companion Loan") in accordance with the terms of the related intercreditor
agreement, by the related mortgaged real property (the "FedEx-Midway Property").
The FedEx-Midway Mortgage Loan together with the FedEx-Midway Junior Companion
Loan is referred to herein as the "FedEx-Midway Total Loan" and the holder of
the FedEx-Midway Junior Companion Loan is referred to herein as the
"FedEx-Midway Companion Lender." The interest rate of the FedEx-Midway Junior
Companion Loan is 5.89% and, as of the cut-off date, has an outstanding
principal balance of $2,736,615.33.



                                      S-86


         The FedEx-Midway Junior Companion Loan is not included in the trust
fund. Caplease, LP is the current lender under the FedEx-Midway Junior Companion
Loan, but it may elect to sell the FedEx-Midway Junior Companion Loan subject to
the terms of the related intercreditor agreement. LaSalle, in its capacity as
the initial holder of the FedEx-Midway Mortgage Loan, and Capital Lease Funding,
LLC have entered into an intercreditor agreement (the "FedEx-Midway
Intercreditor Agreement") (Capital Lease Funding, LLC converted from a Delaware
limited liability company into Caplease, LP, a Delaware limited partnership on
March 24, 2004).

         The FedEx-Midway Total Loan will be serviced pursuant to the terms of
the pooling and servicing agreement (and all decisions, consents, waivers,
approvals and other actions on the part of any holder of the FedEx-Midway Total
Loan will be effected in accordance with the pooling and servicing agreement)
subject to the terms of the FedEx-Midway Intercreditor Agreement. The master
servicer or the trustee, as applicable, will be obligated to make any required
debt service advances on the FedEx-Midway Mortgage Loan unless the master
servicer, the special servicer or the trustee, as applicable, determines that
such an advance would not be recoverable from collections on the FedEx-Midway
Total Loan. Neither the master servicer nor the trustee will be required to make
any debt service advances with respect to the FedEx-Midway Junior Companion
Loan.

         Distributions. Payments received in the lockbox account with respect to
the FedEx-Midway Total Loan (other than amounts representing prepayments of
rent, and the proceeds of any defaulted lease claim) will (after payment of any
amounts payable to the master servicer, the primary servicer, the special
servicer (including, without limitation, any special servicing fees, workout
fees and liquidation fees), the trustee and the certificate administrator to
cover any expenses as provided in and required by the terms of the pooling and
servicing agreement) be applied in the following order of priority:

         (i)     first, to the trust fund in an amount equal to accrued and
                 unpaid interest on such loan at the non-default interest rate
                 on such loan;

         (ii)    second, to the trust fund in an amount equal to scheduled
                 principal payments, or upon acceleration of the FedEx-Midway
                 Mortgage Loan, the principal balance of the FedEx-Midway
                 Mortgage Loan until paid in full;

         (iii)   third, to fund reserve accounts or to pay taxes and insurance
                 proceeds to be applied to the repair of the FedEx-Midway
                 Property;

         (iv)    fourth, to the holder of the FedEx-Midway Junior Companion Loan
                 in the amount equal to accrued and unpaid interest on such loan
                 at the non-default interest rate on such loan;

         (v)     fifth, to the holder of the FedEx-Midway Junior Companion Loan
                 in an amount equal to scheduled principal payments, or upon
                 acceleration of the FedEx-Midway Junior Companion Loan, the
                 principal balance until paid in full;

         (vi)    sixth, sequentially to the trust fund until the trust fund is
                 paid in full and then to the holder of the FedEx-Midway Junior
                 Companion Loan, any unscheduled payment, other than the
                 proceeds of the defaulted lease claim, but including lump sum
                 payments under any lease enhancement policy,

         (vii)   seventh, to the trust fund and the holder of the FedEx-Midway
                 Junior Companion Loan pro rata, any prepayment premiums
                 actually received;

         (viii)  eighth, to the holder of the FedEx-Midway Junior Companion Loan
                 (or any party that has made a "Property Advance", as defined in
                 the FedEx-Midway Intercreditor Agreement, on its behalf), the
                 amount necessary to reimburse such party for any Property
                 Advance or cure payment made by such party;

         (ix)    ninth, to the trust fund, default interest on the FedEx-Midway
                 Mortgage Loan;

         (x)     tenth, to the holder of the FedEx-Midway Junior Companion Loan,
                 default interest on the FedEx-Midway Junior Companion Loan; and

         (xi)    eleventh, any remaining amount to be paid to the borrower or as
                 otherwise set forth in the mortgage loan documents.

         All proceeds resulting from a claim for accelerated future rent under
the related credit tenant lease following a default, after taking account of any
reduction resulting from a mitigation of damages after re-leasing of the related
mortgaged property or any limitation arising under Section 502(b)(6) of the
Bankruptcy Code, shall be paid first to the holder of the



                                      S-87


FedEx-Midway Junior Companion Loan in an amount equal to the amount payable to
the holder of the FedEx-Midway Junior Companion Loan under clause (viii) above,
second to the holder of the FedEx-Midway Junior Companion Loan in an amount
equal to the amount payable under clause (iv) above, third to the holder of the
FedEx-Midway Junior Companion Loan in an amount equal to the amount payable
under clause (v) above, fourth to the holder of the FedEx-Midway Junior
Companion Loan any prepayment premium attributable to the FedEx-Midway Junior
Companion Loan to the extent actually paid, fifth to the holder of the
FedEx-Midway Junior Companion Loan in an amount equal to the amount payable
under clause (x) above, and sixth to the trust fund any excess amount to be
applied in the order of priority in clauses (i) through (xi) above, without
giving effect to clauses (iv), (v), (viii) and (x) above and, solely with
respect to the holder of the FedEx-Midway Junior Companion Loan, clause (vii)
above.

         Certain Consent Rights of the Holder of the FedEx-Midway Junior
Companion Loan Concerning Foreclosure on the FedEx-Midway Property. Pursuant to
the FedEx-Midway Intercreditor Agreement, the trust fund is not permitted to
commence a foreclosure action upon a default under the related loan documents
without the consent of the holder of the FedEx-Midway Junior Companion Loan,
except (i) upon the occurrence of certain events of defaults as described in the
FedEx-Midway Intercreditor Agreement, including failure to pay scheduled
interest or principal on the FedEx-Midway Mortgage Loan, (ii) if a
nonrecoverability determination is made for any advance or (iii) if the event of
default is a failure to cure a lease termination condition or other landlord
default under the related credit tenant lease and the cure would require a
servicing advance which would be determined to be nonrecoverable; provided,
however, that the trust fund is not permitted to commence a foreclosure action
if the holder of the FedEx-Midway Junior Companion Loan has undertaken actions
to cure the default that constitutes a lease termination condition or other
event of default as described in the FedEx-Midway Intercreditor Agreement or has
satisfactorily demonstrated its ability (with respect to clauses (ii) or (iii)
above) to reimburse the trust fund for any such nonrecoverable advance and has
entered into an agreement to do so.

         Certain Additional Rights of the Holder of the FedEx-Midway Junior
Companion Loan. The holder of the FedEx-Midway Junior Companion Loan has the
right (i) to direct defaulted lease claims of the related borrower against a
defaulting or bankrupt tenant prior to foreclosure of the FedEx-Midway Total
Loan to the extent permitted under the related loan documents, (ii) to take
certain other actions to prevent and cure a default on the part of the landlord
under the FedEx-Midway lease or any condition with respect to the mortgaged
property which would allow the tenants to either (a) offset against or abate
rent due or (b) terminate the lease, (iii) to approve modifications to the terms
of the related loan documents and to prohibit the master servicer and the
special servicer from waiving rights under the related loan documents that
affect the rights of the holder of the FedEx-Midway Junior Companion Loan or of
the borrower under the related credit tenant lease or the assignment thereof,
(iv) to require the trust fund to foreclose upon the mortgaged property upon the
occurrence of a default by the borrower under the credit tenant lease, subject
to the right of the trust fund to cure such default, (v) to direct the trust
fund to enforce the rights of the holder of the FedEx-Midway Junior Companion
Loan under the loan documents to receive proceeds of defaulted lease claims, and
(vi) with respect to any payment default by the tenant and any resulting default
under the related loan documents, to take any actions within the 60-day period
following such default to cure such default before the trust fund or the master
servicer can accelerate the FedEx-Midway Mortgage Loan or commence foreclosure
on the mortgaged property.

         Purchase Option. In the event that (i) any payment of principal or
interest on the FedEx-Midway Total Loan becomes 90 or more days delinquent, (ii)
the respective principal balances of the FedEx-Midway Mortgage Loan and the
FedEx-Midway Junior Companion Loan have been accelerated, (iii) the respective
principal balances of the FedEx-Midway Mortgage Loan and the FedEx-Midway Junior
Companion Loan are not paid at maturity, or (iv) the related borrower under the
FedEx-Midway Total Loan files a petition for bankruptcy, the holder of the
FedEx-Midway Junior Companion Loan will have the option to purchase the
FedEx-Midway Mortgage Loan from the trust fund for a period of 90 days after the
delivery of a repurchase notice by the trust fund to the holder of the
FedEx-Midway Junior Companion Loan, subject to certain conditions under the
FedEx-Midway Intercreditor Agreement. The purchase price of the FedEx-Midway
Mortgage Loan will generally equal the outstanding principal balance thereof,
together with all accrued interest and certain other amounts due under the
related loan documents (including without limitation any unreimbursed servicing
advances and any interest thereon, but excluding any prepayment charges and
default interest).

         Certain Obligations of the Master Servicer and Special Servicer
Concerning the Credit Tenant Lease. In certain circumstances described in the
FedEx-Midway Intercreditor Agreement, the master servicer or special servicer,
as applicable, is required to take actions to prevent and cure any default by
the landlord under the related credit tenant lease and prevent a termination of
such lease by using commercially reasonable efforts to cause the related
borrower to perform the landlord's obligations under such lease as described in
the FedEx-Midway Intercreditor Agreement.



                                      S-88


UNDERWRITING MATTERS

         General. In connection with the origination or acquisition of each of
the mortgage loans that we intend to include in the trust fund, the related
originator or acquiror of the subject mortgage loan evaluated the corresponding
mortgaged real property or properties in a manner generally consistent with the
standards described in this "--Underwriting Matters" section.

         Environmental Assessments. A third-party environmental consultant
conducted some form of environmental investigation with respect to all of the
mortgaged real properties securing the mortgage loans that we intend to include
in the trust fund, except in the case of 47 underlying mortgage loans originated
by Column under its "small balance loan" program, for which a limited
environmental assessment was prepared. In the case of 186 mortgaged real
properties, securing mortgage loans that represent 95.4% of the initial mortgage
pool balance, that environmental investigation included a Phase I environmental
site assessment or an update (which may have been performed pursuant to a
database or transaction screen update) of a previously conducted assessment that
was prepared during the 19-month period ending in December 2004. In the case of
47 mortgaged real properties, securing mortgage loans that represent 4.5% of the
initial mortgage pool balance, which properties are covered by environmental
insurance, that environmental investigation was limited to an assessment
concerning asbestos-containing materials, lead-based paint and/or radon. In some
cases, a third-party consultant also conducted a Phase II environmental site
assessment of the mortgaged real property. All of the Phase I environmental site
assessments materially complied with ASTM standards. The environmental testing
at any particular mortgaged real property did not necessarily cover all
potential environmental issues. For example, tests for radon, lead-based paint
and lead in water were generally performed only at multifamily rental properties
and only when the originator of the related mortgage loan believed this testing
was warranted under the circumstances.

         If the environmental investigations described above identified material
adverse or potentially material adverse environmental conditions at or with
respect to any of the respective mortgaged real properties securing a mortgage
loan that we intend to include in the trust fund or at a nearby property with
potential to affect a mortgaged real property, then:

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

         o   an operation and maintenance plan or other remediation was required
             and/or an escrow reserve was established to cover the estimated
             costs of obtaining that plan and/or effecting that remediation;

         o   those conditions were remediated or abated in all material respects
             prior to the closing date;

         o   a letter was obtained from the applicable regulatory authority
             stating that no further action was required;

         o   an environmental insurance policy was obtained, a letter of credit
             was provided, an escrow reserve account was established, another
             party has acknowledged responsibility, or an indemnity from the
             responsible party was obtained to cover the estimated costs of any
             required investigation, testing, monitoring or remediation, which
             in some cases has been estimated to be in excess of $50,000;

         o   another responsible party has agreed to indemnify the holder of the
             mortgage loan from any losses that such party suffers as a result
             of such environmental condition;

         o   in those cases in which an offsite property is the location of a
             leaking underground storage tank or groundwater contamination, a
             responsible party may have been identified under applicable law,
             and generally either--

             1.  that condition is not known to have affected the mortgaged real
                 property, or

             2.  the responsible party has either received a letter from the
                 applicable regulatory agency stating no further action is
                 required, established a remediation fund, engaged in responsive
                 remediation, or provided an indemnity or guaranty to the
                 borrower; or

             3.  an environmental insurance policy was obtained (which is not
                 necessarily in all cases a secured creditor policy); or

                                      S-89


         o   in those cases involving mortgage loans with an original principal
             balance of less than $1,000,000, the borrower expressly agreed to
             comply with all federal, state and local statutes or regulations
             respecting the environmental conditions.

         In many cases, the identified condition related to the presence of
asbestos-containing materials, lead-based paint, mold, and/or radon. Where these
substances were present, the environmental consultant often recommended, and the
related loan documents required--

         o   the establishment of an operation and maintenance plan to address
             the issue, or

         o   in some cases involving asbestos-containing materials, lead-based
             paint, mold and/or radon, an abatement or removal program or a
             long-term testing program.

         In a few cases, the particular asbestos-containing materials,
lead-based paint, mold and/or radon was in need of repair or other remediation.
This could result in a claim for damages by any party injured by that condition.
In certain cases, the related lender did not require the establishment of an
operation and maintenance plan despite the identification of issues involving
asbestos-containing materials and/or lead-based paint.

         In some cases, the environmental consultant did not recommend that any
action be taken with respect to a potentially material adverse environmental
condition at a mortgaged real property securing a mortgage loan that we intend
to include in the trust fund, because a responsible party with respect to that
condition had already been identified. There can be no assurance, however, that
such a responsible party will be financially able to address the subject
condition.

         In some cases where the environmental consultant recommended specific
remediation of an adverse environmental condition, the related originator of a
mortgage loan that we intend to include in the trust fund required the related
borrower generally either:

         1.  to carry out the specific remedial measures prior to closing;

         2.  to carry out the specific remedial measures post-closing and, if
             deemed necessary by the related originator of the subject mortgage
             loan, deposit with the lender a cash reserve in an amount generally
             equal to 100% to 125% of the estimated cost to complete the
             remedial measures; or

         3.  to monitor the environmental condition and/or to carry out
             additional testing, in the manner and within the time frame
             specified in the related loan documents.

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

         In several cases, the environmental assessment for a mortgaged real
property identified potential and, in some cases, significant environmental
issues at nearby properties. The resulting environmental report indicated,
however, that--

         o   the mortgaged real property had not been affected or had been
             minimally affected,

         o   the potential for the problem to affect the mortgaged real property
             was limited, or

         o   a person responsible for remediation had been identified.

         The information provided by us in this prospectus supplement regarding
environmental conditions at the respective mortgaged real properties is based on
the environmental site assessments referred to in this "--Environmental
Assessments" subsection and has not been independently verified by--

         o   us,

         o   any of the other parties to the pooling and servicing agreement,

         o   any of the mortgage loan sellers,

         o   any of the underwriters, or



                                      S-90


         o   the affiliates of any of these parties.

         There can be no assurance that the environmental assessments or
studies, as applicable, identified all environmental conditions and risks at, or
that any environmental conditions will not have a material adverse effect on the
value of or cash flow from, one or more of the mortgaged real properties.

         In the case of 47 mortgaged real properties, securing mortgage loans
that represent 4.5% of the initial mortgage pool balance, the environmental
investigation which was conducted in connection with the origination of the
related mortgage loan was limited to testing for asbestos-containing materials,
lead-based paint and/or radon. In general, the related originator's election to
limit the environmental testing with respect to any of those 47 properties was
based upon the delivery of a secured creditor impaired property policy covering
environmental matters with respect to that property. All of those 47 mortgaged
real properties are covered by a blanket secured creditor impaired property
policy. However, those policies have coverage limits. In addition, those
policies do not provide coverage for adverse environmental conditions at levels
below legal limits or for conditions involving asbestos, lead-based paint or, in
some cases, microbial matter.

         In some cases, the originator of the related mortgage loan--

         o   agreed to release a principal of the related borrower from its
             obligations under an environmental or hazardous substances
             indemnity with respect to the particular mortgaged real property in
             connection with the delivery of a secured creditor impaired
             property policy covering that property, or

         o   required a secured creditor impaired property policy because of a
             specific environmental issue with respect to the particular
             mortgaged real property.

         See "--Environmental Insurance" below.

         The pooling and servicing agreement requires that the special servicer
obtain an environmental site assessment of a mortgaged real property within 12
months prior to acquiring title to the property or assuming its operation. This
requirement precludes enforcement of the security for the related mortgage loan
until a satisfactory environmental site assessment is obtained or until any
required remedial action is taken. There can be no assurance that the
requirements of the pooling and servicing agreement will effectively insulate
the trust fund from potential liability for a materially adverse environmental
condition at any mortgaged real property.

         Environmental Insurance. As discussed above, some of the mortgaged real
properties securing underlying mortgage loans will, in each case, be covered by
an individual or a blanket environmental insurance policy. In general, those
policies are secured creditor impaired property policies that provide coverage
for the following losses, subject to the applicable deductibles, policy terms
and exclusions, any maximum loss amount and, further, subject to the various
conditions and limitations discussed below:

         1.  if during the term of the policy, a borrower defaults under one of
             the subject mortgage loans and adverse environmental conditions
             exist at the related mortgaged real property in concentrations or
             amounts exceeding maximum levels allowed by applicable
             environmental laws or standards or, in some cases, if remediation
             has been ordered by a governmental authority, the insurer will
             indemnify the trust fund for the lesser of the clean-up costs and
             the outstanding principal balance of the subject mortgage loan on
             the date of the default, which is defined by the policy as
             principal and accrued interest, from the day after a payment was
             missed under a loan until the date that the outstanding principal
             balance is paid;

         2.  if the trust fund becomes legally obligated to pay as a result of a
             claim first made against the trust fund and reported to the insurer
             during the term of the policy, for bodily injury, property damage
             or clean-up costs resulting from adverse environmental conditions
             on, under or emanating from a mortgaged real property, the insurer
             will defend against and pay that claim; and

         3.  if the trust fund enforces the related mortgage or, in some cases,
             if remediation has been ordered by a governmental authority, the
             insurer will thereafter pay legally required clean-up costs for
             adverse environmental conditions at levels above legal limits which
             exist on or under the acquired mortgaged real property, if those
             costs were incurred because the insured first became aware of the
             conditions during the policy period, provided that those conditions
             were reported to the government in accordance with applicable law.

                                      S-91


         Each of the secured creditor impaired property policies described above
requires that the appropriate party associated with the trust fund report a loss
as soon as possible and covers only losses reported during the term of the
policy. Not all of those policies pays for unreimbursed servicing advances. In
addition to other excluded matters, the policies typically do not cover claims
arising out of conditions involving lead-based paint or asbestos or, in some
cases, microbial matter.

         The premium for each of the secured creditor impaired property policies
described above, has been or, as of the date of initial issuance of the offered
certificates, will have been paid in full. The insurers under those policies are
Zurich and AIG or one of their member companies. Zurich currently has an "A"
rating by A.M. Best. AIG currently has an "Aaa" rating by Moody's, "AAA" by S&P,
"AAA" by Fitch and "A++" by A.M. Best.

         Property Condition Assessments. All of the mortgaged real properties
securing the mortgage loans that we intend to include in the trust were
inspected during the 33-month period ending in December 2004 by third-party
engineering firms or, a previously conducted inspection was updated, to assess
exterior walls, roofing, interior construction, mechanical and electrical
systems and general condition of the site, buildings and other improvements
located at each of the mortgaged real properties. Two-hundred twenty-nine (229)
of those mortgaged real properties, securing mortgage loans that represent 99.4%
of the initial mortgage pool balance, of which 152 mortgage loans are in loan
group no. 1, comprising 99.7% of the initial loan group no. 1 balance, and 77
mortgage loans are in loan group no. 2, comprising 98.5% of the initial loan
group no. 2 balance, respectively, were inspected during the 12-month period
ending in December 2004.

         The inspections identified various deferred maintenance items and
necessary capital improvements at some of the mortgaged real properties. The
resulting inspection reports generally included an estimate of cost for any
recommended repairs or replacements at a mortgaged real property. When repairs
or replacements were recommended and deemed material by the related originator,
the related borrower was required to carry out necessary repairs or replacements
and, in some instances, to establish reserves, generally in the amount of 100%
to 125% of the cost estimated in the inspection report, to fund deferred
maintenance or replacement items that the reports characterized as in need of
prompt attention. See the table titled "Engineering Reserves and Recurring
Replacement Reserves" on Exhibit A-1 to this prospectus supplement. There can be
no assurance that another inspector would not have discovered additional
maintenance problems or risks, or arrived at different, and perhaps
significantly different, judgments regarding the problems and risks disclosed by
the respective inspection reports and the cost of corrective action.

         Appraisals and Market Studies. In the case of all 234 mortgaged real
properties, securing mortgage loans that represent 100% of the initial mortgage
pool balance, of which 153 mortgage loans are in loan group no. 1, comprising
100% of the initial loan group no. 1 balance, and 81 mortgage loans are in loan
group no. 2, comprising 100% of the initial loan group no. 2 balance,
respectively, an independent appraiser that is state-certified and/or a member
of the Appraisal Institute conducted an appraisal during the 14-month period
ending in December 2004, in order to establish the approximate value of the
mortgaged real property. Those appraisals are the basis for the Most Recent
Appraised Values for the respective mortgaged real properties set forth on
Exhibit A-1 to this prospectus supplement.

         Each of the appraisals referred to above represents the analysis and
opinions of the appraiser at or before the origination of the related underlying
mortgage loan. The appraisals are not guarantees of, and may not be indicative
of, the present or future value of the subject mortgaged real property. There
can be no assurance that another appraiser would not have arrived at a different
valuation of any particular mortgaged real property, even if the appraiser used
the same general approach to, and the same method of, appraising that property.
Neither we nor any of the underwriters has confirmed the values of the
respective mortgaged real properties in the appraisals referred to above.

         In general, appraisals seek to establish the amount a typically
motivated buyer would pay a typically motivated seller. However, this amount
could be significantly higher than the amount obtained from the sale of a
particular mortgaged real property under a distress or liquidation sale. Implied
in the Most Recent Appraised Values shown on Exhibit A-1 to this prospectus
supplement, is the contemplation of a sale at a specific date and the passing of
ownership from seller to buyer under the following conditions:

         o   buyer and seller are motivated;

         o   both parties are well informed or well advised, and each is acting
             in what he considers his own best interests;

         o   a reasonable time is allowed to show the property in the open
             market;

         o   payment is made in terms of cash in U.S. dollars or in comparable
             financial arrangements; and



                                      S-92


         o   the price paid for the property is not adjusted by special or
             creative financing or sales concessions granted by anyone
             associated with the sale.

         Each appraisal of a mortgaged real property referred to above involved
a physical inspection of the property and reflects a correlation of the values
established through the Sales Comparison Approach, the Income Approach and/or
the Cost Approach.

         Either the appraisal upon which is based the Most Recent Appraised
Value for each mortgaged real property shown on Exhibit A-1 to this prospectus
supplement, or a separate letter, contains a statement to the effect that the
appraisal guidelines set forth in Title XI of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989 were followed in preparing that appraisal.
However, neither we nor any of the underwriters or mortgage loan sellers has
independently verified the accuracy of this statement.

         IN THE CASE OF UNDERLYING MORTGAGE LOANS THAT ARE ACQUISITION
FINANCING, THE RELATED BORROWER MAY HAVE ACQUIRED THE MORTGAGED REAL PROPERTY AT
A PRICE LESS THAN THE APPRAISED VALUE ON WHICH THE SUBJECT MORTGAGE LOAN WAS
UNDERWRITTEN.

         Zoning and Building Code Compliance. In connection with the origination
of each mortgage loan that we intend to include in the trust fund, the related
originator examined whether the use and operation of the related mortgaged real
property were in material compliance with zoning, land-use, building, fire and
health ordinances, rules, regulations and orders then-applicable to the
mortgaged real property. Evidence of this compliance may have been in the form
of legal opinions, certifications and other correspondence from government
officials, title insurance endorsements, engineering or consulting reports,
appraisals and/or representations by the related borrower. Where the material
noncompliance was found or property as currently operated is a permitted
non-conforming use and/or structure, an analysis was generally conducted as to--

         o   whether, in the case of material noncompliance, such noncompliance
             constitutes a permitted non-conforming use and/or structure, and if
             not, whether an escrow or other requirement was appropriate to
             secure the taking of necessary steps to remediate any material
             noncompliance or constitute the condition as a permitted
             non-conforming use or structure,

         o   the likelihood that a material casualty would occur that would
             prevent the property from being rebuilt in its current form, and

         o   whether existing replacement cost hazard insurance or, if
             necessary, supplemental law or ordinance coverage would, in the
             event of a material casualty, be sufficient--

             1.  to satisfy the entire subject mortgage loan, or

             2.  taking into account the cost of repair, to pay down the subject
                 mortgage loan to a level that the remaining collateral would be
                 adequate security for the remaining loan amount.

There is no assurance, however, that any such analysis in this regard is
correct, or that the above determinations were made in each and every case.

         Small Balance Loans. When originating mortgage loans under its "small
balance loan" program, Column generally follows its standard underwriting
procedures, subject to one or both of the following exceptions:

         o   all third-party reports made on the related mortgaged real property
             are abbreviated; and

         o   review and analysis of environmental conditions of the related
             mortgaged real property are based on transaction screen assessments
             or other reduced environmental testing, rather than Phase I
             environmental site assessments, performed on the mortgaged real
             property.

         In addition, the related mortgage loan documents, in some cases,
provide for full recourse against the related borrower and, in certain cases,
against a principal of such borrower.

         Forty-seven (47) of the underlying mortgage loans, which represent 4.5%
of the initial mortgage pool balance, of which 21 mortgage loans are in loan
group no. 1, comprising 2.6% of the initial loan group no. 1 balance, and 26
mortgage loans are in loan group no. 2, comprising 10.6% of the initial loan
group no. 2 balance, respectively, were originated under Column's "small balance
loan" program.

                                      S-93


SIGNIFICANT MORTGAGE LOANS

         Set forth below are summary discussions of the ten (10) largest
mortgage loans, or groups of cross-collateralized mortgage loans, that we intend
to include in the trust fund.





















                                      S-94








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                               TIME WARNER RETAIL

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $320,000,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $320,000,000

FIRST PAYMENT DATE:         January 11, 2005

MORTGAGE INTEREST RATE:     5.767% per annum

AMORTIZATION TERM:          360 months(1)

HYPERAMORTIZATION:          N/A

ARD DATE:                   N/A

MATURITY DATE:              December 11, 2014

MATURITY/ARD BALANCE:       $287,871,931

BORROWER:                   A/R Retail LLC and A/R Garage
                            LLC as co-borrowers

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until after
                            the date that is four months
                            prior to the maturity date.

LOAN PER SQUARE FOOT(2):    $933

UP-FRONT RESERVES:          Initial TI/LC(3):    $6,616,134

                            Construction(4):     $3,681,897

ONGOING RESERVES:           Tax and Insurance Reserve(5):Yes

                            Replacement Reserve(6):      Yes

                            TI/LC(7):                    Yes

LOCKBOX:                    Hard

MEZZANINE:                  None(8)
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset(9)

PROPERTY TYPE:                 Retail

PROPERTY SUB-TYPE:             Anchored

LOCATION:                      New York, NY

YEAR BUILT/RENOVATED:          2004/N/A

SQUARE FEET/PARKING SPACES:    343,161/640

OCCUPANCY AT U/W(10):          95%

OWNERSHIP INTEREST:            Fee

                               % OF TOTAL        LEASE
MAJOR TENANTS          NRSF        NRSF        EXPIRATION
-------------          ----    ----------      ----------
Whole Foods Market    57,957       16.9%        1/31/2024

Equinox               41,756       12.2%        2/28/2019

Borders               26,000        7.6%        2/28/2019

PROPERTY MANAGEMENT:           Retail Unit - Related Urban
                               Management Company, L.L.C.
                               Garage Unit -  None

U/W NCF:                       $26,775,277

U/W DSCR:                      1.19x

APPRAISED VALUE:               $455,000,000

APPRAISAL DATE:                June 30, 2004

CUT-OFF DATE LTV RATIO(2):     70.3%

MATURITY/ARD LTV RATIO:        63.3%

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

(1)  The Time Warner Retail Loan has an initial interest-only period of 36
     months.

(2)  Based on the cut-off date principal balance.

(3)  At closing, the borrower was required to deposit $6,616,134 into an initial
     TI/LC reserve to fund tenant improvements and leasing commissions.

(4)  At closing, the borrower was required to deposit $3,681,897 into a
     construction reserve to fund the estimated remaining costs to complete the
     construction of the Time Warner Retail Property, including common elements
     of the overall condominium.

(5)  The borrower is required to make monthly payments into a tax and insurance
     reserve to accumulate funds necessary to (a) pay all taxes prior to their
     respective due dates and (b) pay insurance premiums prior to the expiration
     of the related policies.

(6)  The borrower is required to deposit $4,148.00 per month into a replacement
     reserve to fund ongoing repairs and replacements. At any time after the
     fifth anniversary of the closing date, the lender may from time to time
     reassess its estimate of the amount necessary for the replacement reserve
     and may increase the required monthly deposits into the replacement reserve
     upon 30 days notice to the borrower if the lender determines in its
     reasonable discretion that an increase is necessary to keep the proper
     maintenance and operation of the Time Warner Retail Property. If there are
     insufficient funds in the cash management account on any payment date to
     make the full replacement reserve monthly deposit due on any such payment
     date, the borrower will not be in default by reason of such deficiency and
     the replacement reserve monthly deposit due on the next succeeding payment
     date will be increased by the amount of such deficiency.

(7)  The borrower is required to deposit the following monthly amounts into a
     TI/LC reserve to fund tenant improvements and leasing commissions: (a) from
     January 11, 2005 up to and including the payment date in December 2007,
     $35,000; (b) from the payment date in January 2008 up to and including the
     payment date in December 2011, $65,000, and (c) from the payment date in
     January 2012 up to and including the payment date immediately preceding the
     maturity date, $85,000. If there are insufficient funds in the cash
     management account on any payment date to make the full TI/LC reserve
     monthly deposit due on any such payment date, the borrower will not be in
     default by reason of such deficiency and the TI/LC reserve monthly deposit
     due on the next succeeding payment date will be increased by the amount of
     such deficiency.

(8)  See "--Other Financing" below.

(9)  The Time Warner Retail Loan is secured by both the retail unit and the
     garage unit, which contains 640 parking spaces.

(10) Occupancy at U/W is based on the October 21, 2004 rent roll. The Time
     Warner Retail Property is currently 95% leased and 90% occupied as certain
     tenants are in the process of taking occupancy.

         The Loan. The largest loan was originated on November 12, 2004. The
Time Warner Retail Loan is secured by a first priority mortgage encumbering both
a retail unit and a garage unit in New York, New York.

                                      S-95


         The Borrower. A/R Retail LLC and A/R Garage LLC are, jointly and
severally and collectively as co-borrowers, the borrower under the Time Warner
Retail Loan. Each co-borrower is a limited liability company organized under the
laws of the State of Delaware. The borrower is indirectly owned by The Related
Companies, L.P. ("Related"), an affiliate of the State of California Public
Employee Retirement System and Apollo Real Estate Advisors, L.P., through two
separate investment funds (Apollo Real Estate Investment Fund III, L.P. and
Apollo Real Estate Investment Fund IV, L.P., such funds, collectively,
"Apollo"). Related and Apollo have executed a guaranty for standard non-recourse
carveouts. Related has executed a completion guaranty for the remaining work to
be performed with respect to the Time Warner Retail Property, including the
borrower's pro rata share of those common areas for which the borrower is
responsible. In addition, Related has indemnified the lender for existing
mechanics' liens affecting the Time Warner Retail Property. Subject to terms,
conditions and limitations more specifically set forth in the loan documents,
Related and Apollo have also guaranteed any shortfall in property cash flow
required to make debt service and certain other payments in respect of the Time
Warner Retail Loan arising out of any defaults by Central Parking Systems in the
payment of rent during the 2-year period commencing on November 12, 2004.

         Related was formed in 1972 and is one of the nation's premier
developers and mangers of real estate properties. Related has developed over $5
billion worth of properties since 1996. Related manages, owns or oversees more
than 1,100 properties in 47 states. Apollo Real Estate Advisors, L.P. was formed
in April 1993 as the real estate affiliate of the Apollo organization, a group
of companies that has managed in excess of $16 billion in equity since
formation.

         The Time Warner Retail Property. The Time Warner Retail Property
consists of a retail unit and a garage unit located in New York, New York and
contains approximately 343,161 rentable square feet and 640 parking spaces. The
retail and garage units are part of the Time Warner Center Condominium, a 2.8
million square foot mixed-use development (containing 196 residential
condominium units, approximately 212,000 square feet of office space, the Time
Warner world headquarters, Jazz at Lincoln Center and the Mandarin Hotel, none
of which constitutes collateral for the Time Warner Retail Loan) on Columbus
Circle in New York City. The retail unit, also known as The Shops at Columbus
Circle, consists of approximately 40 tenants and is anchored by Whole Foods
Market, Equinox and Borders book store. The garage unit is fully leased to a
single tenant, Central Parking Systems. The borrower may, at certain times,
terminate its lease with Central Parking Systems and execute a management
agreement in place of such lease, subject to certain terms and conditions
specified in the loan documents including, among other things, execution and
delivery of a subordination agreement in form and substance reasonably
satisfactory to the lender pursuant to which the manager subordinates all of its
right, title and interest in the management agreement to the Time Warner Retail
Loan.

         Property Management. The Time Warner Retail Property is managed by
Related Urban Management Company, L.L.C., an affiliate of the borrower, which is
headquartered in New York, New York. The management agreement generally provides
for a management fee not to exceed the greater of $1,000,000 or 2% of revenues
per annum at the retail unit, which is subordinated to the Time Warner Retail
Loan. The leasable area of the garage unit of the Time Warner Retail Property is
fully leased to Central Parking Systems and thus has no property manager. The
management of the retail unit of the Time Warner Retail Property will be
performed by either Related Urban Management Company, L.L.C. or a substitute
manager which, in the reasonable judgment of the lender, is a reputable
management organization possessing experience in managing properties similar in
size, scope, use and value as the retail unit of the Time Warner Retail
Property, provided that the rating agencies have provided written confirmation
that such substitute management organization does not cause a downgrade,
withdrawal or qualification of the then current ratings of the certificates. The
lender under the Time Warner Retail Loan has the right to require termination of
the management agreement following the occurrence of, among other things, an
event of default under the Time Warner Retail Loan. Related Urban Management
Company, L.L.C. provides property management services for over 21,000
residential apartment units and nearly 700,000 square feet of commercial and
retail space.

         In addition, pursuant to certain agreements, an affiliate of the
borrower has all rights to transmit or broadcast, among other things, any news,
events and reports within the retail unit and the right to make exclusive
promotional deals with tenants in the retail unit. These agreements are not
subordinated to the Time Warner Retail Loan.

         Cash Management/Lockbox. The borrower under the Time Warner Retail Loan
must cause the tenants of the Time Warner Retail Property to deposit all rents
directly into a lockbox account under the control of the lender. The borrower or
the property manager must cause all income received by the borrower or the
property manager to be deposited within one business day of receipt directly
into such lockbox account. The rents will be transferred once every business day
to a separate account maintained by the lender from which all required payments
and deposits to reserves under the Time Warner Retail Loan will be made. Unless
and until an event of default occurs under the Time Warner Retail Loan, the
borrower will have access to the remaining funds after all such required
payments and deposits are made.

         Other Financing. Following the fifth anniversary of the closing date,
constituent owners of the borrower are permitted to incur future mezzanine debt
that is secured solely by any direct or indirect ownership interests in the
borrower,



                                      S-96


provided that: (a) no default or event of default has occurred and is
continuing, (b) the mezzanine debt is on terms and conditions, and made,
evidenced and secured pursuant to loan documents reasonably acceptable to the
lender, (c) the mezzanine lender must be reasonably acceptable to the lender,
(d) the lender and mezzanine lender must mutually execute and deliver an
intercreditor agreement in form and substance reasonably acceptable to the
lender, (e) the lender must receive confirmation in writing from the applicable
rating agencies that such transfer will not result in a downgrade, withdrawal or
qualification of the then current ratings of the certificates, and (f) the
borrower must pay to the lender all out-of-pocket costs and expenses, including
reasonable attorney's fees incurred by the lender in connection with such
mezzanine loan.

         Condominium Ownership. The Time Warner Retail Property is subject to a
condominium ownership regime. The borrower appoints a person to sit on the
"Condominium Board" which manages the Timer Warner Center Condominium.

         Release. Not less than two years after the closing date, upon payment
of $57,500,000 plus any additional amount that will be sufficient to purchase
defeasance collateral, the borrower may obtain a release of the garage unit
through a partial defeasance of the Time Warner Retail Loan, if certain
conditions are satisfied, including an opinion that the trust fund will not fail
to maintain its status as a REMIC solely as a result of the release and receipt
of rating agency confirmation to the effect that such release will not result in
a withdrawal, qualification or downgrade of the ratings assigned to the
certificates in effect immediately prior to such release.




                                      S-97







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                               275 MADISON AVENUE

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $71,000,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $71,000,000

FIRST PAYMENT DATE:         December 11, 2004

MORTGAGE INTEREST RATE:     5.6265% per annum

AMORTIZATION TERM:          360 months(1)

HYPERAMORTIZATION:          N/A

ARD DATE:                   N/A

MATURITY DATE:              November 11, 2011

MATURITY/ARD BALANCE:       $67,711,518

BORROWER:                   GP 275 Owner, LLC

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until after
                            the date that is four months
                            prior to the maturity date.

LOAN PER SQUARE FOOT(2):    $232

UP-FRONT RESERVES:          Engineering Reserve(3):$2,172,750
                            Initial TI/LC Reserve(4):$442,801
                            Rent Abatement Reserve(5):$699,945

ONGOING RESERVES:           Tax and Insurance Reserve(6):Yes
                            Replacement Reserve(7):      Yes
                            TI/LC Reserve(8):            Yes

LOCKBOX:                    Springing

MEZZANINE:                  Yes(9)
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset

PROPERTY TYPE:                 Office

PROPERTY SUB-TYPE:             CBD

LOCATION:                      New York, NY

YEAR BUILT/RENOVATED:          1931/2004

SQUARE FEET:                   305,849

OCCUPANCY AT U/W(10):          95%

OWNERSHIP INTEREST:            Fee

                               % OF TOTAL        LEASE
MAJOR TENANTS          NRSF        NRSF        EXPIRATION
-------------          ----        ----        ----------
Valley National Bank  26,400       8.6%         3/31/2015

Corporate Suites 6
LLC                   25,000       8.2%         3/31/2020

Massey Knakal
Realty Services       13,780       4.5%        10/31/2014

PROPERTY MANAGEMENT:           RFR Realty, LLC

U/W NCF:                       $6,147,335

U/W DSCR:                      1.29x

APPRAISED VALUE:               $97,000,000

APPRAISAL DATE:                August 26, 2004

CUT-OFF DATE LTV RATIO(2):     73.2%

MATURITY/ARD LTV RATIO:        69.8%

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

(1)  The 275 Madison Avenue Loan has an initial interest-only period of 36
     months.

(2)  Based on the cut-off date principal balance.

(3)  At closing, the borrower was required to deposit $2,172,750 into an
     engineering reserve to fund immediate repairs, including main lobby
     renovation, installation of a new water storage house tank and elevator
     modernization.

(4)  At closing, the borrower was required to deposit $442,801 into an initial
     TI/LC reserve to fund tenant improvements and leasing commissions.

(5)  At closing, the borrower was required to deposit $699,945 into a rent
     abatement reserve to fund free rent periods available to tenants.

(6)  The borrower is required to make monthly payments into a tax and insurance
     reserve to accumulate funds necessary to (a) pay all taxes prior to their
     respective due dates and (b) pay insurance premiums prior to the expiration
     of the related policies.

(7)  The borrower is required to deposit $6,371.85 per month into a replacement
     reserve to fund ongoing repairs and replacements.

(8)  The borrower is required to deposit $31,896.75 per month into a TI/LC
     reserve to fund tenant improvements and leasing commissions.

(9)  See "--Other Financing" below.

(10) Occupancy at U/W is based on the August 16, 2004 rent roll.

         The Loan. The second largest loan was originated on October 22, 2004.
The 275 Madison Avenue Loan is secured by a first priority mortgage encumbering
an office building with associated retail uses in New York, New York.

         The Borrower. The borrower under the 275 Madison Avenue Loan is GP 275
Owner, LLC. The borrower is a limited liability company organized under the laws
of the State of Delaware. The sponsors, Aby J. Rosen, Harry Lis and Michael
Fuchs, collectively own and manage 20 properties and 2,500 luxury residential
apartments. Examples of office properties managed are the Lever House and 375
Park Avenue in New York City.

         The 275 Madison Avenue Property. The 275 Madison Avenue Property is an
office building with associated retail uses located in New York, New York. The
275 Madison Avenue Property was originally built in 1931 and was renovated in
2004. The 275 Madison Avenue Property contains approximately 305,849 rentable
square feet of office and retail space.

         Property Management. The 275 Madison Avenue Property is managed by RFR
Realty, LLC, an affiliate of the borrower. The management agreement generally
provides for a management fee of 3% of revenues per annum which is



                                      S-98


subordinated to the 275 Madison Avenue Loan. In addition, the management
agreement generally provides for a construction management fee of 5% of the
total direct costs paid to third parties of each construction project, including
all tenant improvement work, which is subordinated to the 275 Madison Avenue
Loan. The lender under the 275 Madison Avenue Loan has the right to require
termination of the management agreement following the occurrence of, among other
things, an event of default under the 275 Madison Avenue Loan. RFR Realty LLC
manages 20 office properties and is headquartered in New York City.

         Asset Management. The 275 Madison Avenue Property is subject to an
asset management agreement between the borrower and RFR Realty LLC pursuant to
which the asset manager provides asset management and real estate advisory
services with respect to the operation of the 275 Madison Avenue Property. The
asset management agreement provides for a fee of 1.5% of revenues per annum,
which is subordinated to the 275 Madison Avenue Loan. The lender under the 275
Madison Avenue Loan has the right to require termination of the asset management
agreement following the occurrence of, among other things, an event of default
under the 275 Madison Avenue Loan.

         Cash Management/Lockbox. The borrower or the property manager is
required to cause the tenants of the 275 Madison Avenue Property to deposit
their monthly rental payments directly into a lockbox account, and the borrower
or the property manager is required to deposit all amounts received constituting
rents into the lockbox account within one business day after receipt. Prior to
the occurrence of an event of default or a trigger event, the borrower shall
have sole access to the lockbox account and shall be entitled, without
limitation, to make all required payments from the lockbox account. Following
the occurrence of an event of default or a trigger event, the borrower must
cause all amounts on deposit in the lockbox account to be transferred once every
business day to another account maintained by the borrower and under the control
of the lender from which all required payments and deposits to reserves under
the 275 Madison Avenue Loan will be made. After the occurrence of a trigger
event, provided no event of default has occurred and is continuing under the 275
Madison Avenue Loan, the borrower is entitled to a disbursement of the remaining
funds after all the required payments and deposits are made. For the purposes of
this paragraph, a "trigger event" means if at any time during the term of the
275 Madison Avenue Loan, the net operating income for the 275 Madison Avenue
Property for the immediately preceding twelve calendar month period shall be
less than $5,625,000.

         Other Financing. There is a $10,000,000 mezzanine loan pursuant to a
certain mezzanine loan agreement, dated as of October 22, 2004 between Column
Financial, Inc. and GP 275 Manager, LLC, which is secured, in part, by a pledge
of GP 275 Manager, LLC's 100% equity interest in the borrower. The mezzanine
loan is subject to an intercreditor agreement entered into between Column
Financial, Inc., as mortgage lender, and Delaware Securities Holdings, Inc. (a
LNR affiliate), as mezzanine lender. See "--Additional Loan and Property
Information--Mezzanine Debt" above in this prospectus supplement.




                                      S-99




                       AT&T CONSUMER SERVICES HEADQUARTERS

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $58,000,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $58,000,000

FIRST PAYMENT DATE:         November 11, 2004

MORTGAGE INTEREST RATE:     5.350% per annum

AMORTIZATION TERM:          Interest Only(1)

HYPERAMORTIZATION:          After October 11, 2009, the
                            interest rate increases by 2%
                            to 7.350% and all excess cash
                            flow is used to reduce the
                            principal balance of the AT&T
                            Consumer Services Headquarters
                            Loan until the principal
                            balance is reduced to zero.

ARD DATE:                   October 11, 2009

MATURITY DATE:              October 11, 2034

MATURITY/ARD BALANCE:       $58,000,000

BORROWER:                   AJ Morris Owner Corp.

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until on or
                            after the date that is four
                            months prior to the anticipated
                            repayment date.

LOAN PER SQUARE FOOT(2):    $150

UP-FRONT RESERVES:          None

ONGOING RESERVES:           Roof Work Reserve(3): Springing

                            Credit Reserve(4):          Yes

LOCKBOX:                    Hard

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:       Single Asset

PROPERTY TYPE:                Office

PROPERTY SUB-TYPE:            Suburban

LOCATION:                     Morris Township, NJ

YEAR BUILT/RENOVATED:         1979/2004

SQUARE FEET:                  387,000

OCCUPANCY AT U/W(5):          100%

OWNERSHIP INTEREST:           Fee

SOLE TENANT                   LEASE EXPIRATION
-----------                   ----------------
AT&T Corp.                    8/1/2014

PROPERTY MANAGEMENT:          Owner managed(6)

U/W NCF:                      $4,660,884

U/W DSCR:                     1.48x

APPRAISED VALUE:              $77,000,000

APPRAISAL DATE:               August 18, 2004

CUT-OFF DATE LTV RATIO(2):    75.3%

MATURITY/ARD LTV RATIO:       75.3%

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

(1)  The AT&T Consumer Services Headquarters Loan has an interest-only period of
     60 months which terminates on the anticipated repayment date.

(2)  Based on the cut-off date principal balance.

(3)  If the lender has not received documentation evidencing that certain roof
     work is complete by February 15, 2005, the borrower is required to make a
     one-time cash deposit of $638,407 into a roof work reserve by February 16,
     2005 to fund the replacement of the roof which work, pursuant to the terms
     of the AT&T lease, is to be completed by September 1, 2006.

(4)  The borrower is required to deposit $16,666.67 per month into a credit
     reserve but the borrower does not have to make such monthly deposits when
     AT&T Corp.'s senior unsecured credit rating by S&P is at least "BBB-."

(5)  Occupancy at U/W is based on the August 1, 2004 rent roll.

(6)  There is no property manager because the AT&T Consumer Services
     Headquarters Property is net leased to AT&T Corp. which is responsible for
     paying taxes and insurance, and generally maintaining the AT&T Consumer
     Services Headquarters Property (other than certain limited structural
     repairs).

         The Loan. The third largest loan was originated on October 5, 2004. The
AT&T Consumer Services Headquarters Loan is secured by a first priority mortgage
encumbering an office building in Morris Township, New Jersey.

         The Borrower. The borrower under the AT&T Consumer Services
Headquarters Loan is AJ Morris Owner Corp. The borrower is a single purpose
corporation incorporated under the laws of the State of Delaware whose sole
shareholder is GSS Contract Services V, Inc., a passive investment corporation.

         The borrower is controlled by Pergola Holding Inc. and HSBC. Pergola
Holding Inc. is an entity 100% owned by the Al-Jomaih Holding Company
headquartered in Riyadh, Saudi Arabia. The Al-Jomaih family, who controls
Pergola Holding Inc., is a well established family in the Kingdom of Saudi
Arabia. The Al-Jomaih enterprises established business relationships with U.S.
based companies, including: General Motors, Pepsi Cola, Shell Oil and Bank of
America. Falcon Real Estate Advisors, Ltd. ("Falcon") is an advisor to
Al-Jomaih/HSBC on real estate acquisitions. Falcon, a real estate advisory firm
based in New York City, specializes in real estate acquisitions and provides on
going asset management services on behalf of passive foreign investors. Falcon
maintains operational control over the AT&T Consumer Services Headquarters
Property and has a fiduciary responsibility to the borrower through an approved
asset management agreement. Falcon has extensive experience working with
international investors in the U.S. Real Estate market, having carried out



                                     S-100


transactions totaling approximately $2 billion since the company's inception.
The company currently provides asset management services for over 5 million
square feet of commercial real estate space in major markets nationwide.

         The AT&T Consumer Services Headquarters Property. The AT&T Consumer
Services Headquarters Property is an office building located in Morris Township,
New Jersey. The AT&T Consumer Services Headquarters Property was originally
built in 1979 and was renovated in 2004. The AT&T Consumer Services Headquarters
Property contains approximately 387,000 rentable square feet of office space
which is entirely leased to and occupied by AT&T Corp. and is used as the
headquarters for its consumer services division.

         Property Management. The AT&T Consumer Services Headquarters Property
is not subject to a management agreement because the AT&T Consumer Services
Headquarters Property is net leased to AT&T Corp. which is responsible for
paying taxes and insurance, and maintaining the AT&T Consumer Services
Headquarters Property other than certain structural repairs and capital
expenditures. In the future, the borrower may enter into a management agreement,
provided, however, that the management agreement must provide for a management
fee of no more than 3% of revenues per annum which must be subordinated to the
AT&T Consumer Services Headquarters Loan. Also, the lender must have the right
to require a termination of the management agreement if (i) an event of default
under the AT&T Consumer Services Headquarters Loan occurs and is continuing,
(ii) a default occurs under the management agreement beyond any applicable grace
or cure period, or (iii) if a property manager becomes insolvent, or a debtor in
a bankruptcy proceeding.

         Asset Management. The AT&T Consumer Services Headquarters Property is
subject to an asset management agreement between the borrower and Falcon Real
Estate Investment Company, Ltd., a Delaware corporation, pursuant to which the
asset manager provides asset management and real estate advisory services with
respect to the operation of the AT&T Consumer Services Headquarters Property.
The asset management agreement provides for a fee of $96,000 per annum, a
construction supervision fee of 3% of the total cost of the new roof and any
other major tenant or building improvement costs, a disposition fee of 1% of
gross sales price on disposition, and an incentive fee of 1.25% of rent payable
under any new leases or renewals, which are all subordinated to the AT&T
Consumer Services Headquarters Loan. The lender has the right to require a
termination of the asset management agreement if (i) an event of default under
the AT&T Consumer Services Headquarters Loan occurs and is continuing, (ii) a
default occurs under the asset management agreement beyond any applicable grace
or cure period, or (iii) if the asset manager becomes insolvent, or a debtor in
a bankruptcy proceeding.

         Cash Management/Lockbox. The borrower or the property manager, if any,
must cause all rents to be deposited directly into a lockbox account under the
control of the lender, and if the borrower and the property manager, if any,
receive any rents, they are required to deposit them into a lockbox account
within one business day of receipt. All funds in the lockbox account are
deposited into a separate account maintained by the lender from which all
required payments and deposits to reserves under the AT&T Consumer Services
Headquarters Loan will be made. Unless and until an event of default occurs
under the AT&T Consumer Services Headquarters Loan, the borrower is entitled to
a disbursement of the remaining funds after all such required payments and
deposits are made.

         Master Lease. The borrower master leases the AT&T Consumer Services
Headquarters Property to AJ Morris Tenant Corp., a single purpose corporation
incorporated under the laws of the State of Delaware. To accommodate certain
Islamic financing requirements, the master finance lease contains economic terms
and other covenants and arrangements which mirror those contained in the loan
documents. The master lease is by its terms subordinate to the lien of the
mortgage.



                                     S-101


                                  EASTGATE MALL

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
PRINCIPAL BALANCE:             ORIGINAL       CUT-OFF DATE
                               --------       ------------
   EASTGATE MALL MORTGAGE
   LOAN(1):                  $53,700,000     $53,700,000

   EASTGATE MALL JUNIOR
   COMPANION LOANS(1):       $11,300,000     $11,300,000
                            --------------  ---------------
   EASTGATE MALL TOTAL
   LOAN(1):                  $65,000,000     $65,000,000

FIRST PAYMENT DATE:         January 1, 2005

MORTGAGE INTEREST RATE:     4.446078% per annum(2)

AMORTIZATION TERM:          360 months

HYPERAMORTIZATION:          N/A

ARD DATE:                   N/A

MATURITY DATE:              December 1, 2009

MATURITY/ARD BALANCE(3):    $48,988,776

BORROWER:                   CBL/Eastgate Mall, LLC

INTEREST CALCULATION:       30/360

CALL PROTECTION:            Lockout/defeasance through, but
                            not including, the date that is
                            three months prior to the
                            maturity date.

LOAN PER SQUARE FOOT(4):    $96

UP-FRONT RESERVES:          None

ONGOING RESERVES:           Tax and Insurance Reserve(5): Springing
                            Replacement Reserve(6):       Springing
                            Rollover Reserve(7)           Springing

LOCKBOX:                    Springing

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset

PROPERTY TYPE:                 Retail

PROPERTY SUB-TYPE:             Anchored

LOCATION:                      Cincinnati, OH

YEAR BUILT/RENOVATED:          1980/2003

SQUARE FEET:                   557,191

OCCUPANCY AT U/W(8):           96%

OWNERSHIP INTEREST:            Fee and Leasehold(9)

ANCHORS/                       % OF TOTAL        LEASE
--------                       -----------       -----
MAJOR TENANTS          NRSF        NRSF        EXPIRATION
-------------          ----        ----        ----------
Dillard's (Ground
Lease)                194,022     34.8%         1/31/2022

JCPenney(10)          150,895      N/A             N/A

Sears(10)             140,895      N/A             N/A

Kohl's                 94,900     17.0%         7/31/2015

PROPERTY MANAGEMENT:           CBL & Associates Management,
                               Inc.

U/W NCF:                       $6,732,159

U/W DSCR(4):                   2.09x

APPRAISED VALUE:               $85,000,000

APPRAISAL DATE:                October 15, 2004

CUT-OFF DATE LTV RATIO(4):     63.2%

MATURITY/ARD LTV RATIO(4):     57.6%

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

(1)  The Eastgate Mall Junior Companion Loans are comprised of two subordinate
     notes, the B-1 Note in the amount of $3,550,000 and the B-2 Note in the
     amount of $7,750,000, and are subordinate to the Eastgate Mall Mortgage
     Loan. The Eastgate Mall B-2 Note Companion Loan is subordinate in right of
     payment to the Eastgate Mall B-1 Note Companion Loan. Unless otherwise
     noted, all calculations are based on only the Eastgate Mall Mortgage Loan.

(2)  The Eastgate Mall B-1 Note Companion Loan has a mortgage interest rate of
     6.122% per annum and the Eastgate Mall B-2 Note Companion Loan has a
     mortgage interest rate of 6.750% per annum.

(3)  The Eastgate Mall Total Loan maturity balance is $59,977,326.40.

(4)  Based on the cut-off date principal balance of the Eastgate Mall Mortgage
     Loan. The U/W DSCR for the Eastgate Mall Total Loan is 1.67x, the cut-off
     date LTV ratio for the Eastgate Mall Total Loan is 76.5% and the maturity
     LTV ratio for the Eastgate Mall Total Loan is 70.6%.

(5)  Upon the occurrence of a Trigger Event (as defined below under "--Cash
     Management/Lockbox"), the borrower is required to make monthly payments
     into a tax and insurance reserve to accumulate funds necessary to (a) pay
     all taxes prior to their respective due dates and (b) pay insurance
     premiums prior to the expiration of the related policies.

(6)  Upon the occurrence of a Trigger Event, the borrower is required to deposit
     $6,971.39 per month into a replacement reserve to fund ongoing repairs and
     replacements.

(7)  Upon the occurrence of a Trigger Event, the borrower is required to deposit
     $13,439.45 per month into a rollover reserve to fund tenant improvements
     and leasing commissions.

(8)  Occupancy at U/W is based on the November 15, 2004 rent roll.

(9)  A portion of the mortgaged property occupied by Dillard's is ground leased
     to the borrower by an affiliate of Dillard's and the borrower has in turn
     sub-ground leased that parcel to another affiliate of Dillard's.

(10) Anchor owned.

         The Loan. The fourth largest loan was originated on November 30, 2004.
The Eastgate Mall Mortgage Loan is secured by a first priority mortgage
encumbering a retail shopping center in Cincinnati, Ohio.

         The Borrower. The borrower under the Eastgate Mall Mortgage Loan is
CBL/Eastgate Mall, LLC. The borrower is a single member limited liability
company organized under the laws of the State of Delaware. The sponsor, CBL &
Associates Properties, Inc., is a Delaware corporation and owns, holds interests
or manages 167 properties, including 67 enclosed regional malls.

                                     S-102


         The Eastgate Mall Property. The Eastgate Mall Property consists of the
Eastgate Mall located in Cincinnati, Ohio. The Eastgate Mall Property was
originally built in 1980 and was renovated in 2003. The Eastgate Mall Property
contains approximately 557,191 rentable square feet.

         Property Management. The Eastgate Mall Property is managed by CBL &
Associates Management, Inc., an affiliate of the borrower. The management
agreement generally provides for a management fee of 3% of revenues per annum,
plus an additional leasing fee, which are both subordinated to the Eastgate Mall
Mortgage Loan. The management of the Eastgate Mall Property will be performed by
either CBL & Associates Management, Inc. or a substitute manager which, in the
reasonable judgment of the lender, is a reputable management organization
possessing experience in managing properties similar in size, scope, use and
value as the Eastgate Mall Property, provided that the borrower shall have
obtained prior written confirmation from the applicable rating agencies that
such substitute management organization does not cause a downgrade, withdrawal
or qualification of the then current ratings of the certificates. The lender
under the Eastgate Mall Mortgage Loan has the right to require termination of
the management agreement following the occurrence of, among other things, an
event of default under the Eastgate Mall Mortgage Loan or if the debt service
coverage ratio falls below 1.10x based on the Eastgate Mall Total Loan. CBL &
Associates Management, Inc. manages 67 enclosed regional malls and is
headquartered in Chattanooga, Tennessee.

         Cash Management/Lockbox. The borrower must cause the tenants of the
Eastgate Mall Property to deposit all rents directly into a lockbox account.
Upon the occurrence of a Trigger Event, the rents will be transferred once every
business day to a separate account maintained by the lender from which all
required payments and deposits to reserves under the Eastgate Mall Mortgage Loan
will be made. "Trigger Event" means (i) the occurrence of an event of default or
(ii) the determination by the lender under the Eastgate Mall Mortgage Loan
within 90 days after the end of any fiscal year that the debt service coverage
ratio with respect to such fiscal year is less than 1.15x based on the Eastgate
Mall Total Loan, as calculated pursuant to the related loan agreement on a
trailing 12-month basis. Unless and until an event of default occurs under the
Eastgate Mall Mortgage Loan, the borrower will have access to the remaining
funds after all such required payments and deposits are made.

         Other Financing. The Eastgate Mall Property secures, on a subordinate
basis, the Eastgate Mall Junior Companion Loans. The Eastgate Mall B-1 Note
Companion Loan with a $3,550,000 original principal balance is senior in right
of payment to the Eastgate Mall B-2 Note Companion Loan with a $7,750,000
original principal balance. The Eastgate Mall Junior Companion Loans are not
included in the trust fund. The Eastgate Mall Junior Companion Loans, along with
the Eastgate Mall Mortgage Loan, will be serviced pursuant to the pooling and
servicing agreement.

         Additionally, the borrower may incur certain unsecured intercompany
indebtedness in the maximum aggregate amount of $2,800,000, which intercompany
indebtedness must be subordinate to the Eastgate Mall Mortgage Loan, provided
that such amount is used solely for the operation of the Eastgate Mall Property
and the borrower delivers to the lender a new non-consolidation opinion with
respect to the future unsecured lender and the borrower.

         Release. The borrower has designated an unimproved portion of the
Eastgate Mall Property to be released from the lien of the mortgage securing the
Eastgate Mall Mortgage Loan. The borrower must comply with certain requirements
set forth in the related loan documents, including providing evidence to the
lender under the Eastgate Mall Mortgage Loan that the release of the unimproved
portion of the Eastgate Mall Property will not impair the use of the remainder
of the Eastgate Mall Property under applicable zoning laws.

         Eastgate Mall Intercreditor Agreement. The Eastgate Mall Intercreditor
Agreement governs various matters regarding the respective rights and
obligations of the trust fund, as holder of the Eastgate Mall Mortgage Loan, and
the holders of the Eastgate Mall Junior Companion Loans. The Eastgate Mall
Intercreditor Agreement provides, among other things, for the application of
payments among the Eastgate Mall Mortgage Loan and the Eastgate Mall Junior
Companion Loans. See "--Certain Matters Regarding the Eastgate Mall Mortgage
Loan" above in this prospectus supplement.




                                     S-103


                           BECO PARK AT FORBES CENTER

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $52,000,000(1)

CUT-OFF DATE PRINCIPAL
BALANCE:                    $51,845,328(2)

FIRST PAYMENT DATE:         October 11, 2004

MORTGAGE INTEREST RATE:     5.770% per annum

AMORTIZATION TERM:          360 months

HYPERAMORTIZATION:          N/A

ARD DATE:                   N/A

MATURITY DATE:              September 11, 2014

MATURITY/ARD BALANCE:       $43,789,306(3)

BORROWER:                   Various

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until after
                            the date that is three months
                            prior to the maturity date.

LOAN PER SQUARE FOOT(4):    $86

UP-FRONT RESERVES:          Initial TI/LC Reserve(5):$500,000

ONGOING RESERVES:           Tax and Insurance Reserve(6):Yes

                            Replacement Reserve(7):      Yes

                            TI/LC Reserve(8):            Yes

LOCKBOX:                    Modified

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:       Crossed Portfolio

PROPERTY TYPE:                Office

PROPERTY SUB-TYPE:            Suburban

LOCATION:                     Lanham, MD

YEAR BUILT/RENOVATED:         BECO Park at Forbes Center -
                              BRIT I - 1983/1986

                              BECO Park at Forbes Center -
                              BRIT II - 1989/N/A

                              BECO Park at Forbes Center -
                              BRIT III - 1984/N/A

SQUARE FEET(9):               602,606

OCCUPANCY AT U/W(10):         90%

OWNERSHIP INTEREST:           Fee

PROPERTY MANAGEMENT:          BECO Management, Inc.

U/W NCF:                      $4,714,036(11)

U/W DSCR(12):                 1.29x

APPRAISED VALUE(13):          $66,700,000

APPRAISAL DATE:               July 8, 2004

CUT-OFF DATE LTV RATIO(4):    77.7%

MATURITY/ARD LTV RATIO:       65.7%
-------------------------------------------------------------

(1)  This is the combined principal balance of the BECO Park at Forbes Center -
     BRIT I ("BRIT I") Loan ($31,040,000), BECO Park at Forbes Center - BRIT II
     ("BRIT II") Loan ($3,680,000) and the BECO Park at Forbes Center - BRIT III
     ("BRIT III") Loan ($17,280,000). These three mortgage loans are cross
     -defaulted and cross-collateralized.

(2)  This is the combined cut-off date principal balance of the BRIT I Loan
     ($30,947,673), the BRIT II Loan ($3,669,054) and the BRIT III Loan
     ($17,228,601) which are cross -defaulted and cross-collateralized.

(3)  This is the combined maturity balance of the BRIT I Loan ($26,138,847), the
     BRIT II Loan ($3,098,935) and the BRIT III Loan ($14,551,524) which are
     cross -defaulted and cross-collateralized.

(4)  Based on the total cut-off date principal balance of the BECO Park at
     Forbes Center Loans.

(5)  Initial TI/LC reserves were established at closing for each of BRIT I
     ($270,000), BRIT II ($75,000) and BRIT III ($155,000) in connection with
     tenant improvements and leasing commissions for any newly leased space.

(6)  Each borrower is required to make monthly payments into a tax and insurance
     reserve to accumulate funds necessary to (a) pay all taxes prior to their
     respective due dates and (b) pay insurance premiums prior to the expiration
     of the related policies.

(7)  Each borrower is required to make monthly payments into a replacement
     reserve to fund ongoing repairs and replacements in the following amounts:
     the BRIT I Loan ($7,200), the BRIT II Loan ($796.67) and the BRIT III Loan
     ($3,223.17). Each borrower may cease making deposits into the replacement
     reserve when amounts on deposit therein equal or exceed, $259,000 for the
     BRIT I Loan, $28,686 for the BRIT II Loan and $116,000 for the BRIT III
     Loan. However, if the balance falls below such specified cap, the related
     borrower must resume making the required monthly deposits.

(8)  Each borrower is required to make monthly payments into a TI/LC reserve to
     fund tenant improvements and leasing commissions in the following amounts:
     the BRIT I Loan ($14,500), the BRIT II Loan ($2,300) and the BRIT III Loan
     ($8,100). Each borrower may cease making deposits into the TI/LC reserve
     when amounts on deposit therein equal or exceed, $435,000 for the BRIT I
     Loan, $75,000 for the BRIT II Loan and $240,000 for the BRIT III Loan.
     However, if the balance falls below such specified cap, the related
     borrower must resume making the required monthly deposits.

(9)  Based on the total square footage of the BRIT I Property (350,180), the
     BRIT II Property (56,607) and the BRIT III Property (195,819).

(10) This is the average occupancy at U/W for the BECO Park at Forbes Center
     Properties. Occupancy at U/W for the BRIT I Property is 92% which is based
     on the August 31, 2004 rent roll. Occupancy at U/W for the BRIT II Property
     is 72% which is based on the August 9, 2004 rent roll. Occupancy at U/W for
     the BRIT III Property is 91% which is based on the August 27, 2004 rent
     roll.

(11) This is the combined U/W NCF for the BECO Park at Forbes Center Properties.
     U/W NCF for the BRIT I Property is $2,890,166. U/W for the BRIT II Property
     is $328,831. U/W NCF for the BRIT III Property is $1,495,039.

(12) Based on all three loans and properties.

(13) Based on the total appraised value of the BECO Park at Forbes Center
     Properties.

                                     S-104

         The Loan. Each BECO Park at Forbes Center Loan (collectively, the fifth
largest loan) was originated on September 10, 2004. Each BECO Park at Forbes
Center Loan is secured by a first priority mortgage encumbering a group of
office properties located in Lanham, Maryland. The three mortgage loans are
cross-collateralized and cross-defaulted.

         The Borrowers. The borrowers under the BRIT I, BRIT II and BRIT III
Loans are BRIT-Forbes I LLC, BRIT-Forbes II LLC and BRIT-Forbes III LLC,
respectively. Each borrower is a limited liability company organized under the
laws of the State of Delaware. The sole member of each borrower under the BECO
Park at Forbes Center Loan is BRIT Limited Partnership, a Maryland limited
partnership. The sponsor, BECO Management, Inc., is a Maryland corporation and
owns and manages 40 properties in the Baltimore-Washington area.

         The BECO Park at Forbes Center Properties. The BECO Park at Forbes
Center Properties consist of three groups of office properties located in
Lanham, Maryland. The following table identifies the properties and sets forth
the specified information with respect to each of them.



                                              CUT-OFF DATE   YEAR BUILT/   SQUARE     NUMBER OF     APPRAISED     OCCUPANCY
               PROPERTY NAME                    BALANCE       RENOVATED     FEET      PROPERTIES      VALUE         AT U/W
----------------------------------------      ------------   -----------   -------    ----------    -----------   ---------

BECO Park at Forbes Center - BRIT I.....       $30,947,673    1983/1986    350,180        9         $38,800,000       92%
BECO Park at Forbes Center - BRIT II....        $3,669,054    1989/N/A     56,607         1          $6,300,000       72%
BECO Park at Forbes Center - BRIT III...       $17,228,601    1984/N/A     195,819        4         $21,600,000       91%


         Major Tenants.  The following table identifies major tenants with respect to the BRIT I Property.



                                                     NET RENTABLE              % OF TOTAL NET
                MAJOR TENANTS                       SQUARE FOOTAGE          RENTABLE SQ. FOOTAGE        LEASE EXPIRATION
------------------------------------------          --------------          --------------------        ----------------

The PBM Limbach Group.....................               35,883                     10.2%                   2/28/2007
Northrop Grumman..........................               22,679                      6.5%                   4/30/2009
Computer Science Corporation..............               22,500                      6.4%                   9/30/2005


         The following table identifies major tenants with respect to the BRIT
II Property.



                                                     NET RENTABLE              % OF TOTAL NET
                MAJOR TENANTS                       SQUARE FOOTAGE          RENTABLE SQ. FOOTAGE        LEASE EXPIRATION
------------------------------------------          --------------          --------------------        ----------------

PS USA Inc................................                8,845                     15.6%                  10/14/2005
Concentra Health Services.................                7,878                     13.9%                   6/30/2013
PrimeNet..................................                5,726                     10.1%                   9/14/2005


         The following table identifies major tenants with respect to the BRIT
III Property.



                                                     NET RENTABLE              % OF TOTAL NET
                MAJOR TENANTS                       SQUARE FOOTAGE          RENTABLE SQ. FOOTAGE        LEASE EXPIRATION
------------------------------------------          --------------          --------------------        ----------------

University Press of America...............               29,527                     15.1%                   2/28/2009
Encore Marketing..........................               28,011                     14.3%                   2/28/2008
Advertising Premiums......................               27,562                     14.1%                   5/31/2009


         Property Management. Each of the BECO Park at Forbes Center Properties
is managed under a separate management agreement by BECO Management, Inc., which
is an affiliate of the borrowers. Each management agreement generally provides
for a management fee of 5% of revenues per month which is subordinated to the
related BECO Park at Forbes Center Loan. The management of the BECO Park at
Forbes Center Properties will be performed by either BECO Management, Inc. or a
substitute manager which, in the reasonable judgment of the lender, is a
reputable management organization possessing experience in managing properties
similar in size, scope, use and value as the relevant property, provided that
the borrower shall have obtained prior written confirmation from the applicable
rating agencies that such substitute management organization does not cause a
downgrade, withdrawal or qualification of the then current ratings of the
certificates. The lender under each BECO Park at Forbes Center Loan has the
right to require termination of the related management agreement following the
occurrence of, among other things, an event of default under the related BECO
Park at Forbes Center Loan. BECO Management, Inc. manages 40 office properties
and is headquartered in Rockville, Maryland.




         Cash Management/Lockbox. Each borrower is required to cause all rents
to be deposited into a lockbox account under the control of the lender. Such
rents will be transferred once every business day to a separate account
maintained by the lender from which all required payments and deposits to
reserves under the related BECO Park at Forbes Center Loan will be made. Unless
and until an event of default occurs under the BECO Park at Forbes Center Loans,
each borrower will have access to the related remaining funds after all such
required payments and deposits are made.

                                     S-105


         Release. At any time after the third anniversary of the sale and
securitization of the BECO Park at Forbes Center Loans, the borrowers may obtain
release of one of the three BECO Park at Forbes Center Properties if certain
conditions are satisfied, including payment of 120% of the balance of the BECO
Park at Forbes Center Loan secured by the released property plus required yield
maintenance, and a specified debt service coverage ratio for the remaining
properties. Any excess amount remaining after making all required payments with
respect to such mortgage loan will be applied to the principal balances of the
other BECO Park at Forbes Center Loans pro rata in accordance with the then
outstanding principal balance of each BECO Park at Forbes Center Loan that
remains in the trust fund.




                                     S-106







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                     ORANGEFAIR MARKETPLACE SHOPPING CENTER

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $36,000,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $35,925,742

FIRST PAYMENT DATE:         November 1, 2004

MORTGAGE INTEREST RATE:     5.450% per annum

AMORTIZATION TERM:          360 months

HYPERAMORTIZATION:          After October 1, 2014, the
                            interest rate increases to the
                            greater of 7.450% or the then
                            applicable treasury rate plus
                            2%, and all excess cash flow is
                            used to reduce the principal
                            balance of the Orangefair
                            Marketplace Shopping Center
                            Loan until the principal
                            balance is reduced to zero.

ARD DATE:                   October 1, 2014

MATURITY DATE:              October 1, 2034

MATURITY/ARD BALANCE:       $30,022,158

BORROWER:                   Orangefair Marketplace, LLC

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until after
                            the date that is four months
                            prior to the anticipated
                            repayment date.

LOAN PER SQUARE FOOT(1):    $108

UP-FRONT RESERVES:          Lease Up Reserve(2):  $2,000,000

                            Estoppel Holdback
                            Reserve(3):             $250,000

                            Certificate of Occupancy
                            Reserve(4):           $1,204,578

ONGOING RESERVES:           Tax and Insurance Reserve(5):Yes

                            Replacement Reserve(6):      Yes

                            Rollover Reserve(7):         Yes

LOCKBOX:                    Springing

MEZZANINE:                  None(8)
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset

PROPERTY TYPE:                 Retail

PROPERTY SUB-TYPE:             Anchored

LOCATION:                      Fullerton, CA

YEAR BUILT/RENOVATED:          1958/2004

SQUARE FEET:                   332,806

OCCUPANCY AT U/W(9):           93%

OWNERSHIP INTEREST:            Fee

                               % OF TOTAL        LEASE
MAJOR TENANTS          NRSF        NRSF        EXPIRATION
-------------          ----    ----------      ----------
Burlington Coat
  Factory             75,000      22.5%         9/30/2010

Circuit City
  (Ground Lease)(10)  38,100      11.4%         1/31/2017

Marshall's            31,444       9.4%         1/31/2009


PROPERTY MANAGEMENT:           Columbus Pacific Properties,
                               Inc. as manager and Summit
                               Team, Inc. as sub-manager

U/W NCF:                       $3,029,155

U/W DSCR:                      1.24x

APPRAISED VALUE:               $40,500,000

APPRAISAL DATE:                August 10, 2004

CUT-OFF DATE LTV RATIO(11):    88.7%

MATURITY/ARD LTV RATIO:        74.1%

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

(1)  Based on the cut-off date principal balance.

(2)  At closing, the borrower was required to deliver to the lender a letter of
     credit in the amount of $2,000,000 to establish the lease up reserve. See
     "--Letter of Credit" below.

(3)  At closing, the borrower was required to deposit $250,000 into an estoppel
     holdback reserve which is to be disbursed to the borrower upon lender's
     receipt of satisfactory estoppel certificates from four specified tenants
     (Coffee Bean, Baja Fresh, Moda Nails and Juice It Up) and evidence of
     payment of required tenant improvements for such tenants.

(4)  At closing, the borrower was required to deposit $1,204,578.31 into a
     certificate of occupancy reserve which is to be disbursed to the borrower
     upon lender's receipt of a satisfactory certificate of occupancy or similar
     evidence of compliance with laws relating to the use and occupancy for a
     specified newly constructed building included in the Orangefair Marketplace
     Shopping Center Property.

(5)  The borrower is required to make monthly payments into a tax and insurance
     reserve to accumulate funds necessary to (a) pay all taxes prior to their
     respective due dates and (b) pay insurance premiums prior to the expiration
     of the related policies.

(6)  The borrower is required to deposit $2,512.50 per month into a replacement
     reserve to fund ongoing repairs and replacements. The borrower may cease
     making deposits into the replacement reserve when amounts on deposit
     therein equal or exceed $120,600 and shall recommence payments if the
     balance in the replacement reserve falls below $120,600.

(7)  The borrower is required to deposit $4,166.67 per month into a rollover
     reserve to fund ongoing tenant improvements and leasing commissions. The
     borrower may cease making deposits into the rollover reserve when amounts
     on deposit therein equal or exceed $200,000 and shall recommence payments
     if the balance in the rollover reserve falls below $200,000.

(8)  See "--Other Financing" below.

(9)  Occupancy at U/W is based on the November 8, 2004 rent roll.

(10) Anchor owned.

(11) After completion of additional construction, the appraised value of the
     Orangefair Marketplace Shopping Center Property is projected to be
     $45,700,000, which equates to a 78.6% LTV ratio.

                                     S-107


         The Loan. The sixth largest loan was originated on September 30, 2004.
The Orangefair Marketplace Shopping Center Loan is secured by a first priority
mortgage encumbering a retail property in Fullerton, California.

         The Borrower. The borrower under the Orangefair Marketplace Shopping
Center Loan is Orangefair Marketplace, LLC. The borrower is a limited liability
company organized under the laws of the State of California. CPP-OF, LLC, a
California limited liability company which is also a special purpose entity, is
the managing member and 50% owner of the borrower. CPP-OF, LLC is owned by
Columbus Pacific Properties, Ltd. Each of the sponsors, Brian Shirken and
Richard Margolies, owns 50% of Columbus Pacific Properties, Ltd., which owns
seven retail properties totaling 963,000 square feet in three states throughout
the United States.

         The Orangefair Marketplace Shopping Center Property. The Orangefair
Marketplace Shopping Center Property is a retail property located in Fullerton,
California. The Orangefair Marketplace Shopping Center Property contains
approximately 332,806 rentable square feet. Anchors include Burlington Coat
Factory, Circuit City (Anchor Owned) and Marshall's.

         Property Management. The Orangefair Marketplace Shopping Center
Property is managed by Columbus Pacific Properties, Inc., an affiliate of the
borrower, and is sub-managed by Summit Team, Inc. The sub-management agreement
generally provides for a management fee of 2.5% of revenues per annum. The
management agreement generally provides for a management fee of 5% of revenues
per annum, which includes the sub-management fee, which is subordinated to the
Orangefair Marketplace Shopping Center Loan. In no event may any property
manager be replaced or removed or the terms of any property management agreement
modified or amended without the prior written consent of the lender and, upon
lender's request, obtaining a prior written confirmation from the applicable
rating agencies that such event does not cause a downgrade, withdrawal or
qualification of the then current ratings of the certificates. The lender under
the Orangefair Marketplace Shopping Center Loan has the right to require a
termination of the management agreement following the occurrence of, among other
things, an event of default under the Orangefair Marketplace Shopping Center
Loan. Columbus Pacific Properties, Inc. currently owns seven retail properties
totaling 963,000 square feet and is headquartered in Santa Monica, California.
Summit Team, Inc. manages 35 properties totaling 2,305,933 square feet of retail
space in southern California and is headquartered in Fountain Valley,
California.

         Cash Management/Lockbox. A hard lockbox is required to be implemented
upon the earlier of the incurring of mezzanine financing with lender's consent
or the anticipated repayment date. Upon such occurrence, the borrower must cause
the tenants at the Orangefair Marketplace Shopping Center Property to begin
direct deposit of their monthly rental payments into a lockbox account under the
control of the lender from which all required payments and deposits to reserves
under the Orangefair Marketplace Shopping Center Loan will be made. Unless and
until an event of default occurs under the Orangefair Marketplace Shopping
Center Loan, the borrower is entitled to a disbursement of the remaining funds
after all such required payments and deposits are made.

         Letter of Credit. The letter of credit in the amount of $2,000,000 (the
lease up reserve) is to be released to the borrower if, on or before a specified
date ("Stabilization Date"), certain required leases and estoppel certificates
have been delivered to the lender and the Orangefair Marketplace Shopping Center
Property has achieved a specified gross annual rental income and debt service
coverage ratio. If all of the required conditions have not been satisfied by the
Stabilization Date, the borrower may request the lender to partially draw upon
the letter of credit and disburse to the borrower a portion of the proceeds in
an amount calculated as described in the reserve agreement based upon the amount
of additional income achieved from certain new leases. All remaining proceeds
will be used by the lender to partially prepay the outstanding principal balance
of the promissory note and the borrower will be required to pay the applicable
yield maintenance amount from sources other than the reserve. Prior to the
Stabilization Date, the borrower may request that the lender draw upon the
letter of credit, deposit the proceeds thereof into the reserve and disburse to
the borrower a portion of such proceeds in an amount to be calculated as
described in the reserve agreement based upon the amount of additional income
achieved from certain new leases. As an alternative to such a draw upon the
letter of credit and partial disbursement, the borrower may deliver to the
lender a replacement letter of credit in an amount to be calculated as described
in the reserve agreement based upon the amount of additional income achieved
from certain new leases.

         Other Financing. Members of the borrower under the Orangefair
Marketplace Shopping Center Loan are permitted to incur future mezzanine debt
that is secured solely by a pledge of their membership interests in the borrower
upon the prior written consent of the lender. Such consent may be conditioned
upon satisfaction of specified conditions, including specified debt service
coverage and loan-to-value ratios, establishment of a lockbox, payment of all
applicable fees and expenses, execution of an intercreditor agreement by an
institutional mezzanine lender, and receipt of rating agency confirmation.

         In connection with a future transfer of title to the Orangefair
Marketplace Shopping Center Property and corresponding assumption of the
Orangefair Marketplace Shopping Center Loan which may be approved by the lender,
the



                                     S-108


borrower under the Orangefair Marketplace Shopping Center Loan may, upon
satisfaction of specified conditions, own equity interests in the approved
transferee with preferred equity rights.

         Release. The borrower under the Orangefair Marketplace Shopping Center
Loan may obtain the release of an excess parcel included in the Orangefair
Marketplace Shopping Center Property upon satisfaction of various specified
criteria, including lawful subdivision or lot split, compliance with zoning laws
providing a title policy endorsement, and establishment of acceptable reciprocal
easement agreements. The borrower under the Orangefair Marketplace Shopping
Center Loan is not required to pay any release price nor is any partial
defeasance required in connection with such release. The excess parcel was not
given any value in the appraisal of the Orangefair Marketplace Shopping Center
Property.



                                     S-109





                     [THIS PAGE INTENTIONALLY LEFT BLANK.]







                               PERSHING PARK PLAZA

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $29,500,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $29,500,000

FIRST PAYMENT DATE:         December 11, 2004

MORTGAGE INTEREST RATE:     5.450% per annum

AMORTIZATION TERM:          Interest Only(1)

HYPERAMORTIZATION:          After November 11, 2009, the
                            interest rate increases by 2%
                            to 7.450% and all excess cash
                            flow is used to reduce the
                            principal balance of the
                            Pershing Park Plaza Loan until
                            the principal balance is
                            reduced to zero.

ARD DATE:                   November 11, 2009

MATURITY DATE:              November 11, 2034

MATURITY/ARD BALANCE:       $29,500,000

BORROWER:                   Pershing Park Owner Corp.

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until on or
                            after the date that is four
                            months prior to the anticipated
                            repayment date.

LOAN PER SQUARE FOOT(2):    $185

UP-FRONT RESERVES:          Free Rent Reserve(3) $3,978,264

                            General Reserve(4)     $500,000

                            TI/LC Reserve(5)     $1,225,934

ONGOING RESERVES:           None

LOCKBOX:                    Hard

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset

PROPERTY TYPE:                 Office

PROPERTY SUB-TYPE:             CBD

LOCATION:                      Atlanta, GA

YEAR BUILT/RENOVATED:          1998/N/A

SQUARE FEET:                   159,103

OCCUPANCY AT U/W(6):           100%

OWNERSHIP INTEREST:            Fee
                                                 LEASE
MAJOR TENANTS          NRSF     % OF NRSF      EXPIRATION
-------------          ----     ---------      ----------
Jones Day            136,766      86.0%         11/1/2020

NSI/Urbana            18,881      11.9%         2/1/2006

PROPERTY MANAGEMENT:           Urbana Realty Advisors, LLC

U/W NCF:                       $2,592,081

U/W DSCR:                      1.59x

APPRAISED VALUE:               $42,000,000

APPRAISAL DATE:                October 1, 2004

CUT-OFF DATE LTV RATIO(2):     70.2%

MATURITY/ARD LTV RATIO:        70.2%

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


(1)  The Pershing Park Plaza Loan has an interest-only period of 60 months which
     terminates on the anticipated repayment date.

(2)  Based on the cut-off date principal balance.

(3)  At closing, the borrower was required to deposit $3,978,264.02 into a free
     rent reserve to fund any deficiency in debt service payments during the
     free rent period granted to Jones Day pursuant to the terms of its lease.

(4)  At closing, the borrower was required to deposit $500,000 into a general
     reserve to fund any extraordinary capital expenditures during the loan
     term.

(5)  At closing, the borrower was required to deposit $1,225,933.85 into a TI/LC
     reserve to fund certain anticipated tenant improvements and leasing
     commissions.

(6)  Occupancy at U/W is based on the July 1, 2004 rent roll.

         The Loan. The seventh largest loan was originated on November 1, 2004.
The Pershing Park Plaza Loan is secured by a first priority mortgage encumbering
an office building in Atlanta, Georgia.

         The Borrower. The borrower under the Pershing Park Plaza Loan is
Pershing Park Owner Corp. The borrower is a single purpose corporation
incorporated under the laws of the State of Delaware whose sole shareholder is
Eremo Property S.A., a passive investment corporation.

         The sponsors are high net worth clients of Falcon Real Estate Advisors,
Ltd. ("Falcon"), a real estate advisory firm based in New York City that
specializes in real estate acquisitions and provides on going asset management
services on behalf of passive foreign investors. Falcon maintains operational
control over the Pershing Park Plaza Property and has a fiduciary responsibility
to the borrower through an approved asset management agreement. Falcon has
extensive experience working with international investors in the U.S. real
estate market, having carried out transactions totaling approximately $2 billion
since the company's inception. The company currently provides asset management
services for over 5 million square feet of commercial real estate space in major
markets nationwide.

         The Pershing Park Plaza Property. The Pershing Park Plaza Property is
an office building located in Atlanta, Georgia. The Pershing Park Plaza Property
was originally built in 1998. The Pershing Park Plaza Property contains
approximately 159,103 rentable square feet of office space.

                                     S-110


         Property Management. The Pershing Park Plaza Property is managed by
Urbana Realty Advisors, LLC, a Georgia limited liability company. The management
agreement generally provides for a management fee of 2.75% of gross revenues per
annum during the first year and, thereafter, 3% of gross revenues per annum, and
a construction supervision fee equal to a stipulated percentage of the aggregate
project cost in excess of $25,000, which are both subordinated to the Pershing
Park Plaza Loan. The lender has the right to require a termination of the
management agreement if (i) an event of default under the Pershing Park Plaza
Loan occurs and is continuing, or (ii) a default occurs under the management
agreement beyond any applicable grace or cure period. Also, the lender's written
approval is required in order to terminate Urbana Realty Advisors, LLC. Urbana
Realty Advisors, LLC manages properties throughout the United States, most of
which are in Atlanta and Florida, and is headquartered in Atlanta, Georgia.

         Asset Management. The Pershing Park Plaza Property is subject to an
asset management agreement between the borrower and Falcon Real Estate
Investment Company, Ltd., an affiliate of the borrower, pursuant to which the
asset manager provides asset management and real estate advisory services with
respect to the operation of the Pershing Park Plaza Property. The asset
management agreement provides for a fee of 1.5% of revenues per annum and an
incentive fee of 1.0% of the gross rents over the term for any new leases,
renewals or expansions, which are both subordinated to the Pershing Park Plaza
Loan. The lender has the right to require a termination of the asset management
agreement if (i) an event of default under the Pershing Park Plaza Loan occurs
and is continuing, or (ii) a default occurs under the asset management agreement
beyond any applicable grace or cure period.

         Cash Management/Lockbox. The borrower or the property manager must
cause all rents to be deposited directly into a lockbox account under the
control of the lender, and the borrower and the property manager are required to
deposit all rents received into such lockbox account within one business day of
receipt. The lender or its servicer must cause all funds in the lockbox account
to be deposited into a separate account maintained by the lender from which all
required payments and deposits to reserves under the Pershing Park Plaza Loan
will be made. Unless and until an event of default occurs under the Pershing
Park Plaza Loan, the borrower is entitled to a disbursement of the remaining
funds after all such required payments and deposits are made.

         Master Lease. The borrower master leases the Pershing Park Plaza
Property to Pershing Park Tenant Corp., a single purpose corporation
incorporated under the laws of the State of Delaware. To accommodate certain
Islamic financing requirements, the master lease contains economic terms and
other covenants and arrangements which mirror those contained in the loan
documents. The master lease is by its terms subordinate to the lien of the
mortgage and the borrower has assigned all of its rights under the master lease
to the lender as additional collateral.

         Free Rent Reserve. At closing, the borrower established a free rent
reserve in the amount of $3,978,264.02 which will be held by the lender for the
payment of rents that would be payable by Jones Day but for a certain free rent
period granted to Jones Day under the lease agreement. As long as there is no
event of default under the loan documents, these funds will be disbursed monthly
into the cash management account on the same schedule as rent that would
otherwise be due on the Jones Day's space but for the free rent period that
expires on February 11, 2006.

         In addition, in connection with the sale of the Pershing Park Plaza
Property to the borrower, the seller of the Pershing Park Plaza Property
deposited $833,914.67 into escrow with First American Title Insurance Company.
These funds are disbursed monthly to the borrower as rent for NSI's space (based
on a rent of $28 per square foot). Any rent paid by NSI goes to Urbana.




                                     S-111


                    SHOPPES OF PARADISE ISLE SHOPPING CENTER

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $28,000,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $28,000,000

FIRST PAYMENT DATE:         January 1, 2005

MORTGAGE INTEREST RATE:     5.910% per annum

AMORTIZATION TERM:          360 months

HYPERAMORTIZATION:          N/A

ARD DATE:                   N/A

MATURITY DATE:              December 1, 2014

MATURITY/ARD BALANCE:       $23,679,053

BORROWER:                   MPKG DESTIN, LLC

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until after
                            the date that is three months
                            prior to the maturity date.

LOAN PER SQUARE FOOT(1):    $162

UP-FRONT RESERVES:          Stabilization
                            Reserve(2):            $4,000,000

                            Rent Reserve(3):         $150,000

ONGOING RESERVES:           Tax and Insurance Reserve(4): Yes

                            Replacement Reserve(5):       Yes

                            Rollover Reserve(6):          Yes

LOCKBOX:                    N/A

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset

PROPERTY TYPE:                 Retail

PROPERTY SUB-TYPE:             Anchored

LOCATION:                      Destin, FL

YEAR BUILT/RENOVATED:          2004/NA

SQUARE FEET:                   172,350

OCCUPANCY AT U/W(7):           84%

OWNERSHIP INTEREST:            Fee

                                                 LEASE
MAJOR TENANTS          NRSF     % OF NRSF      EXPIRATION
-------------          ----     ---------      ----------
Best Buy              29,920      17.4%         1/31/2020

Linen N Things        26,210      15.2%         1/31/2015

Office Depot          21,402      12.4%        12/31/2015

PROPERTY MANAGEMENT:           Interface Properties, Inc.

U/W NCF:                       $2,589,744

U/W DSCR:                      1.30x

APPRAISED VALUE:               $35,000,000

APPRAISAL DATE:                December 1, 2004

CUT-OFF DATE LTV RATIO(8):     80.0%

MATURITY/ARD LTV RATIO:        67.7%

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


(1)  Based on the cut-off date principal balance.

(2)  At closing, the borrower was required to deposit $4,000,000 into a
     stabilization reserve. See "--Stabilization Reserve" below.

(3)  At closing, the borrower was required to deposit $150,000 into a rent
     reserve to be disbursed to the borrower in $50,000 increments upon lender's
     receipt of each of the first three monthly payments of principal and
     interest.

(4)  The borrower is required to make monthly payments into a tax and insurance
     reserve to accumulate funds necessary to (a) pay all taxes prior to their
     respective due dates and (b) pay insurance premiums prior to the expiration
     of the related policies.

(5)  The borrower is required to deposit $2,155 per month into a replacement
     reserve to fund ongoing repairs and replacements.

(6)  The borrower is required to deposit $3,500 per month into a rollover
     reserve to fund tenant improvements and leasing commissions.

(7)  Occupancy at U/W is based on the November 1, 2004 rent roll.

(8)  After completion of additional construction, the appraised value of the
     Shoppes of Paradise Isle Shopping Center Property is projected to be
     $36,000,000, which equates to a 77.8% LTV ratio.

         The Loan. The eighth largest loan was originated on November 16, 2004.
The Shoppes of Paradise Isle Shopping Center Loan is secured by a first priority
mortgage encumbering a retail shopping center in Destin, Florida.

         The Borrower. The borrower under the Shoppes of Paradise Isle Shopping
Center Loan is MPKG DESTIN, LLC. The borrower is a limited liability company
organized under the laws of the State of Florida. The sponsors are Michael
Puder, Kenneth J. Goodman and Edward C. Barnes. Michael Puder has been in the
real estate development and ownership business since 1976 and is currently
involved in several real estate partnerships. Kenneth J. Goodman is a commercial
real estate owner and developer with a portfolio valued in excess of $67
million. Edward C. Barnes is a commercial real estate developer and owner with
ownership interests in three shopping centers.

         The Shoppes of Paradise Isle Shopping Center Property. The Shoppes of
Paradise Isle Shopping Center Property is a retail shopping center located in
Destin, Florida. The Shoppes of Paradise Isle Shopping Center Property is
situated on 17.57 acres with five buildings totaling approximately 172,350
rentable square feet. Anchors include Best Buy, Office Depot and Classic Design
Furnishings dba Thomasville.

         Property Management. The Shoppes of Paradise Isle Shopping Center
Property is managed by Interface Properties, Inc., an affiliate of the borrower.
The management agreement generally provides for a management fee of 3% of
revenues per annum which is subordinated to the Shoppes of Paradise Isle
Shopping Center Loan. In no event may any property


                                     S-112


manager be replaced or removed or the terms of any property management agreement
modified or amended without the prior written consent of the lender and, upon
lender's request, obtaining prior written confirmation from the applicable
rating agencies that such event will not cause a downgrade, withdrawal or
qualification of the then current ratings of the certificates. The lender under
the Shoppes of Paradise Isle Shopping Center Loan has the right to require
termination of the management agreement following the occurrence of, among other
things, an event of default under the Shoppes of Paradise Isle Shopping Center
Loan. Interface Properties, Inc. is headquartered in Boca Raton, Florida and
currently manages five other retail centers totaling approximately 100,000
square feet in three states.

         Stabilization Reserve. All amounts in the stabilization reserve are to
be disbursed to the borrower upon receipt of evidence that specified tenants,
including Office Depot and Classic Design Furniture dba Thomasville, are in
occupancy and paying rent, and the Shoppes of Paradise Isle Shopping Center
Property has achieved a net operating income of $2,394,107 resulting in a debt
service coverage ratio of 1.20x. Additionally, partial disbursements may be made
to the borrower on a quarterly basis based on any new leases executed during
that period for which the tenants are in place and paying rent. Any amount
remaining in the stabilization reserve after 24 months will be used by the
lender to partially prepay the outstanding principal balance and the borrower
will be required to pay the applicable yield maintenance amount.



                                     S-113


                          1300 PARKWOOD OFFICE BUILDING

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $27,500,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $27,500,000

FIRST PAYMENT DATE:         November 11, 2004

MORTGAGE INTEREST RATE:     5.290% per annum

AMORTIZATION TERM:          Interest Only(1)

HYPERAMORTIZATION:          After October 11, 2009, the
                            interest rate increases by 2%
                            to 7.290% and all excess cash
                            flow is used to reduce the
                            principal balance of the 1300
                            Parkwood Office Building Loan
                            until the principal balance is
                            reduced to zero.

ARD DATE:                   October 11, 2009

MATURITY DATE:              October 11, 2034

MATURITY/ARD BALANCE:       $27,500,000

BORROWER:                   1300 Parkwood Owner Corp.

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until on or
                            after the date that is four
                            months prior to the anticipated
                            repayment date.

LOAN PER SQUARE FOOT(2):    $130

UP-FRONT RESERVES:          Free Rent Reserve(3) $1,939,667

                            General Reserve(4)     $350,000

ONGOING RESERVES:           None

LOCKBOX:                    Hard

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:        Single Asset

PROPERTY TYPE:                 Office

PROPERTY SUB-TYPE:             Suburban

LOCATION:                      Atlanta, GA

YEAR BUILT/RENOVATED:          1989/N/A

SQUARE FEET:                   210,733

OCCUPANCY AT U/W(5):           90%

OWNERSHIP INTEREST:            Fee

                                                 LEASE
MAJOR TENANTS          NRSF     % OF NRSF      EXPIRATION
-------------          ----     ---------      ----------
General Electric     146,340      69.4%         3/1/2014

Omnicorp              10,016       4.8%         10/1/2010

Image Design          8,919        4.2%         10/1/2005

PROPERTY MANAGEMENT:           NAI Brannen/Goddard, LLC

U/W NCF:                       $2,321,534

U/W DSCR:                      1.57x

APPRAISED VALUE:               $40,000,000

APPRAISAL DATE:                July 23, 2004

CUT-OFF DATE LTV RATIO(2):     68.8%

MATURITY/ARD LTV RATIO:        68.8%

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

(1)  The 1300 Parkwood Office Building Loan has an interest-only period of 60
     months which terminates on the anticipated repayment date.

(2)  Based on the cut-off date principal balance.

(3)  At closing, the borrower was required to deposit a $1,939,666.72 letter of
     credit to fund any deficiency in debt service payments during the free rent
     period granted to General Electric Company pursuant to the terms of its
     lease.

(4)  At closing, the borrower was required to deposit $350,000 into a general
     reserve to fund any extraordinary capital expenditures during the loan
     term.

(5)  Occupancy at U/W is based on the July 1, 2004 rent roll.

         The Loan. The ninth largest loan was originated on September 13, 2004.
The 1300 Parkwood Office Building Loan is secured by a first priority mortgage
encumbering an office building in Atlanta, Georgia.

         The Borrower. The borrower under the 1300 Parkwood Office Building Loan
is 1300 Parkwood Owner Corp. The borrower is a single purpose corporation
incorporated under the laws of the State of Delaware whose sole shareholder is
Eremo Property S.A., a passive investment corporation.

         The sponsors are high net worth clients of Falcon Real Estate Advisors,
Ltd. ("Falcon"), a real estate advisory firm based in New York City that
specializes in real estate acquisitions and provides on going asset management
services on behalf of passive foreign investors. Falcon maintains operational
control over the 1300 Parkwood Office Building Property and has a fiduciary
responsibility to the borrower through an approved asset management agreement.
Falcon has extensive experience working with international investors in the U.S.
real estate market, having carried out transactions totaling approximately $2
billion since the company's inception. The company currently provides asset
management services for over 5 million square feet of commercial real estate
space in major markets nationwide.

         The 1300 Parkwood Office Building Property. The 1300 Parkwood Office
Building Property is an office building located in Atlanta, Georgia. The 1300
Parkwood Office Building Property was originally built in 1989. The 1300
Parkwood Office Building Property contains approximately 210,733 rentable square
feet of office space.



                                     S-114


         Property Management. The 1300 Parkwood Office Building Property is
managed by NAI Brannen/Goddard, LLC. The management agreement generally provides
for a management fee of 3% of the actual monthly rent collections, provided that
such fee will at least be $5,000 per month, and a construction management fee
equal to a stipulated percentage of the aggregate project cost in excess of
$25,000, which are both subordinated to the 1300 Parkwood Office Building Loan.
The lender has the right to require a termination of the management agreement if
(i) an event of default under the 1300 Parkwood Office Building Loan occurs and
is continuing, or (ii) a default occurs under the management agreement beyond
any applicable grace or cure period. Also, the lender's written approval is
required in order to terminate NAI Brannen/Goddard, LLC. NAI Brannen/Goddard,
LLC is a full-service commercial real estate firm headquartered in Atlanta,
Georgia and employs over 110 professionals with experience in all real estate
disciplines. NAI Brannen/Goddard, LLC currently manages over six million square
feet of space throughout the Atlanta area.

         Asset Management. The 1300 Parkwood Office Building Property is subject
to an asset management agreement between the borrower and Falcon Real Estate
Investment Company, Ltd. pursuant to which the asset manager provides asset
management and real estate advisory services with respect to the operation of
the 1300 Parkwood Office Building Property. The asset management agreement
provides for a fee of 1.5% of revenues per annum and an incentive fee of 1.0% of
the gross rents over the term for any new leases, renewals or expansions, which
are both subordinated to the 1300 Parkwood Office Building Loan. The lender has
the right to require a termination of the asset management agreement if (i) an
event of default under the 1300 Parkwood Office Building Loan occurs and is
continuing, or (ii) a default occurs under the asset management agreement beyond
any applicable grace or cure period.

         Cash Management/Lockbox. The borrower or the property manager must
cause all rents to be deposited directly into a lockbox account under the
control of the lender, and the borrower and the property manager are required to
deposit all rents received into such lockbox account within one business day of
receipt. The lender or its servicer must cause all funds in the lockbox account
to be deposited into a separate account maintained by the lender from which all
required payments and deposits to reserves under the 1300 Parkwood Office
Building Loan will be made. Unless and until an event of default occurs under
the 1300 Parkwood Office Building Loan, the borrower is entitled to a
disbursement of the remaining funds after all such required payments and
deposits are made.

         Master Lease. The borrower master leases the 1300 Parkwood Office
Building Property to 1300 Parkwood Tenant Corp., a single purpose corporation
incorporated under the laws of the State of Delaware. To accommodate certain
Islamic financing requirements, the master lease contains economic terms and
other covenants and arrangements which mirror those contained in the loan
documents. The master lease is by its terms subordinate to the lien of the
mortgage and the borrower has assigned all of its rights under the master lease
to the lender as additional collateral.

         Free Rent Reserve. At closing, the borrower established a free rent
reserve by delivering to the lender a $1,939,666.72 letter of credit which will
be held by the lender for the payment of any shortfalls in debt service payments
during the free rent period granted to General Electric Company under the lease
agreement. In the event of any shortfall in any debt service payment or default
under the loan documents which can be cured by the payment of money, the lender
will use the free rent reserve to cover such shortfall or cure such default, as
applicable.

         In addition, in connection with the sale of the 1300 Parkwood Office
Building Property to the borrower, the seller deposited $4,369,880 into escrow
with First American Title Insurance Company to be used for the payment to the
borrower of monthly rent that would be payable by General Electric Company but
for the free rent period granted to General Electric Company under the lease
agreement. The borrower collaterally assigned its interest in the escrow funds
to the lender.


                                     S-115


                              RIVER ROAD APARTMENTS

-------------------------------------------------------------
                      LOAN INFORMATION
-------------------------------------------------------------
ORIGINAL PRINCIPAL BALANCE: $26,500,000

CUT-OFF DATE PRINCIPAL
BALANCE:                    $26,500,000

FIRST PAYMENT DATE:         November 1, 2004

MORTGAGE INTEREST RATE:     5.550% per annum

AMORTIZATION TERM:          360 months(1)

HYPERAMORTIZATION:          N/A

ARD DATE:                   N/A

MATURITY DATE:              October 1, 2014

MATURITY/ARD BALANCE:       $23,735,233

BORROWER:                   River Road Court LLC

INTEREST CALCULATION:       Actual/360

CALL PROTECTION:            Lockout/defeasance until after
                            the date that is three months
                            prior to the maturity date.

LOAN PER UNIT(2):           $36,202

UP-FRONT RESERVES:          Initial Replacement
                            Reserve(3):              $293,600

ONGOING RESERVES:           Tax Reserve(4):               Yes

                            Insurance Reserve(4):   Springing

                            Replacement Reserve(5): Springing

LOCKBOX:                    N/A

MEZZANINE:                  None
-------------------------------------------------------------


-------------------------------------------------------------
                    PROPERTY INFORMATION
-------------------------------------------------------------
SINGLE ASSET/PORTFOLIO:       Single Asset

PROPERTY TYPE:                Multifamily

PROPERTY SUB-TYPE:            Conventional

LOCATION:                     Indianapolis, IN

YEAR BUILT/RENOVATED:         1987/N/A

UNITS:                        732

OCCUPANCY AT U/W(6):          93%

OWNERSHIP INTEREST:           Fee

PROPERTY MANAGEMENT:          Mid America Management
                              Corporation

U/W NCF:                      $2,211,589

U/W DSCR:                     1.22x

APPRAISED VALUE:              $34,000,000

APPRAISAL DATE:               August 10, 2004

CUT-OFF DATE LTV RATIO(2):    77.9%

MATURITY/ARD LTV RATIO:       69.8%

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




(1)  The River Road Apartments Loan has an initial interest-only period of 36
     months.

(2)  Based on the cut-off date principal balance.

(3)  The replacement reserve was established at closing to fund ongoing repairs
     and replacements.

(4)  The borrower is required to make monthly payments into a tax reserve to
     accumulate funds necessary to pay all taxes prior to their respective due
     dates. If the borrower does not furnish satisfactory evidence that the
     River Road Apartments Property is insured under satisfactory blanket
     policies of insurance, the borrower must begin making monthly payments into
     an insurance reserve.

(5)  The borrower is required to deposit $16,492.50 per month into a replacement
     reserve when amounts on deposit therein fall below $293,600, and such
     monthly payments will continue until the balance of $293,600 has been
     achieved.

(6)  Occupancy at U/W is based on the September 2, 2004 rent roll.

         The Loan. The tenth largest loan was originated on October 1, 2004. The
River Road Apartments Loan is secured by a first priority mortgage encumbering a
multifamily property located in Indianapolis, Indiana.

         The Borrower. The borrower under the River Road Apartments Loan is
River Road Court LLC. The borrower is a limited liability company organized
under the laws of the State of Ohio. The sponsors are The Columbus-Indianapolis
Limited Partnership and ERYK I and O Partnership which own five multifamily
properties consisting of a total of 2,450 units.

         The River Road Apartments Property. The River Road Apartments Property
is a garden style apartment complex comprised of 42 apartment buildings situated
on 62.276 acres in Indianapolis, Indiana. The River Road Apartments Property was
built in 1987 and contains 732 units. Amenities include a clubhouse, fitness
center, pool, tennis courts and laundry rooms in each building.

         Property Management. The River Road Apartments Property is managed by
Mid America Management Corporation, an affiliate of the borrower. The management
agreement generally provides for a management fee of 4% of revenues per annum
which is subordinated to the River Road Apartments Loan. In no event may any
property manager be replaced or removed or the terms of any property management
agreement modified or amended without the prior written consent of the lender
and, upon lender's request, obtaining prior written confirmation from the
applicable rating agencies that such event will not cause a downgrade,
withdrawal or qualification of the then current ratings of the certificates. The
lender under the River Road Apartments Loan has the right to require termination
of the management agreement following the occurrence of, among other things, an
event of default under the River Road Apartments Loan. Mid America Management
Corporation is headquartered in Cleveland, Ohio and currently manages 17
apartment communities comprising 6,392 units in five states, 2.7 million square
feet of commercial space in five states and 1.7 million square feet of retail
space in six states.


                                     S-116


THE MORTGAGE LOAN SELLERS

         We did not originate any of the mortgage loans that we intend to
include in the trust fund. We will acquire those mortgage loans from the
following entities:

         o   Column--143 mortgage loans (which includes 50% of one (1)
             co-originated mortgage loan), representing 56.4% of the initial
             mortgage pool balance, of which 89 mortgage loans are in loan group
             no. 1, comprising 55.3% of the initial loan group no. 1 balance,
             and 54 mortgage loans are in loan group no. 2, comprising 59.9% of
             the initial loan group no. 2 balance;

         o   KeyBank--25 mortgage loans, representing 15.1% of the initial
             mortgage pool balance, of which 20 mortgage loans are in loan group
             no. 1, comprising 15.1% of the initial loan group no. 1 balance,
             and five (5) mortgage loans are in loan group no. 2, comprising
             15.2% of the initial loan group no. 2 balance;

         o   LaSalle--60 mortgage loans, representing 19.9% of the initial
             mortgage pool balance, of which 40 mortgage loans are in loan group
             no. 1, comprising 18.4% of the initial loan group no. 1 balance,
             and 20 mortgage loans are in loan group no. 2, comprising 24.9% of
             the initial loan group no. 2 balance; and

         o   Lehman--50% of one (1) co-originated mortgage loan, to be included
             in loan group no. 1, which 50% portion of such mortgage loan
             represents 8.6% of the initial mortgage pool balance and 11.2% of
             the initial loan group no. 1 balance, respectively.

         Column originated, directly or through a correspondent in its conduit
lending program, each of the mortgage loans (and in the case of one (1)
co-originated mortgage loan, a portion of the mortgage loan) that it is selling
to us.

         KeyBank originated each of the mortgage loans that it is selling to us.

         LaSalle or its affiliate either originated or purchased each of the
mortgage loans that it is selling to us.

         Lehman originated 50% of one (1) co-originated mortgage loan, which 50%
portion it is selling to us.

         Column. Column is a corporation organized under the laws of Delaware.
Its principal offices are in Atlanta, Georgia. Column underwrites and closes
multifamily rental and commercial mortgage loans through its own origination
offices and various correspondents in local markets across the country. Loan
underwriting and quality control procedures are undertaken principally in
regional offices located in Atlanta, Georgia; Bethesda, Maryland; Boston,
Massachusetts; Chicago, Illinois; Cleveland, Ohio; Dallas, Texas; Denver,
Colorado; Houston, Texas; Los Angeles, California; New York, New York; Newport
Beach, California; Norwalk, Connecticut; Philadelphia, Pennsylvania; San
Francisco, California and Tampa, Florida. Column has originated more than 5,800
commercial and multifamily rental mortgage loans totaling $49 billion since
beginning operations in 1993. Column is a wholly owned subsidiary of Credit
Suisse Group and an affiliate of us and Credit Suisse First Boston LLC, one of
the underwriters.

         KeyBank. KeyBank is a national banking association. KeyBank provides
financial services, including commercial and multifamily real estate financing,
throughout the United States. As of September 30, 2004, KeyBank had total assets
of approximately $77.375 billion, total liabilities (including minority interest
in consolidated subsidiaries) of approximately $72.237 billion and approximately
$5.138 billion in stockholder's equity. The principal executive offices of
KeyBank are located at Key Tower, 127 Public Square, Cleveland, Ohio 44114. Its
telephone number is (216) 689-6300. KeyBank is a wholly owned subsidiary of
KeyCorp and is the parent of KRECM, the master servicer. KeyCorp is also the
parent of McDonald Investments Inc., one of the underwriters.

         LaSalle. LaSalle is a national banking association whose principal
offices are in Chicago, Illinois. LaSalle offers a variety of banking services
to customers including commercial and retail banking, trust services and asset
management. LaSalle's business is subject to examination and regulation by
federal banking authorities and its primary federal bank regulatory authority is
the office of the Comptroller of the Currency. LaSalle is a subsidiary of
LaSalle Bank Corporation, which is a subsidiary of ABN AMRO North America
Holding Company, which is a subsidiary of ABN AMRO Bank N.V., a bank organized
under the laws of The Netherlands. As of December 31, 2003, LaSalle had total
assets of approximately $61 billion. LaSalle is also acting as the certificate
administrator, registrar and paying agent and is an affiliate of ABN AMRO
Incorporated, one of the Underwriters. The principal offices of LaSalle are
located at 135 South LaSalle Street, Chicago, Illinois 60603.

                                     S-117


         Lehman. Lehman is a corporation organized under the laws of Delaware.
Lehman is one of the leading global investment banks serving institutional,
corporate, government and high-net-worth individual clients and customers.
Lehman's worldwide headquarters in New York and regional headquarters in London
and Tokyo are complemented by offices in additional locations in North America,
Europe, the Middle East, Latin America and the Asia Pacific region. Lehman's
principal executive offices are located at 745 Seventh Avenue, New York, New
York 10019. Its telephone number is (212) 526-7000.

         The information set forth in this prospectus supplement regarding the
mortgage loan sellers has, in each case, been provided by the respective party.
Neither we nor any of the underwriters makes any representation or warranty as
to the accuracy or completeness of that information.

ASSIGNMENT OF THE UNDERLYING MORTGAGE LOANS

         On or before the date of initial issuance of the offered certificates,
each of the mortgage loan sellers will transfer to us those mortgage loans that
it is including in the securitization, and we will transfer to the trustee all
of those mortgage loans. In each case, the transferor will assign the subject
mortgage loans, without recourse, to the transferee.

         In connection with the foregoing transfers, at the closing or at such
later date as is permitted under the pooling and servicing agreement, each
mortgage loan seller will generally be required to deliver or cause the delivery
of the following documents, among others, to the trustee with respect to each of
the mortgage loans as to which it is identified as the mortgage loan seller on
Exhibit A-1 to this prospectus supplement:

         o   either--

             1.  the original promissory note, endorsed without recourse to the
                 order of the trustee or in blank, or

             2.  if the original promissory note has been lost, 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, with evidence of
             recording on the document or certified by the applicable recording
             office;

         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, with evidence of recording on the document or certified by
             the applicable recording office;

         o   an executed original assignment of the related mortgage instrument
             in favor of the trustee or in blank, in recordable form except for
             missing recording information relating to that mortgage instrument
             and, if delivered in blank, except for completing the name of the
             assignee;

         o   an executed original assignment of any separate related assignment
             of leases and rents in favor of the trustee or in blank, in
             recordable form except for missing recording information relating
             to that assignment of leases and rents and, if delivered in blank,
             except for completing the name of the assignee;

         o   originals 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 modified or the subject mortgage loan has been assumed;

         o   copies of the letters of credit, if any;

         o   an original or copy of the lender's title insurance policy (or, if
             a title insurance policy has not yet been issued or located, a pro
             forma title policy, a "marked up" commitment for title insurance or
             signed escrow instructions, which in any case is binding on the
             title insurance company); and

         o   in those cases where applicable, the original or a copy of the
             related ground lease.


                                     S-118



         The trustee, either directly or through a custodian, is required to
hold all of the documents delivered to it with respect to the underlying
mortgage loans in trust for the benefit of the series 2004-C5 certificateholders
under the terms of the pooling and servicing agreement. Within a specified
period of time following that delivery, the trustee directly or through a
custodian, will be further required to conduct a review of those documents. The
scope of the trustee's review of those documents will, in general, be limited
solely to confirming that they have been received, that they appear regular on
their face (handwritten additions, changes or corrections will not be considered
irregularities if initialed by the borrower), that (if applicable) they appear
to have been executed and that they purport to relate to a mortgage loan in the
trust fund. None of the trustee, the certificate administrator, the master
servicer, the special servicer or any custodian is under any duty or obligation
to inspect, review or examine any of the documents relating to the underlying
mortgage loans to determine whether the document is valid, effective,
enforceable, in recordable form or otherwise appropriate for the represented
purpose.

         If--

         o   any of the above-described 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 value
             of, or the interests of the series 2004-C5 certificateholders in,
             the subject mortgage loan,

then the omission or defect will constitute a "Material Document Defect" as to
which the series 2004-C5 certificateholders will have the rights against the
applicable mortgage loan seller described under "--Cures, Repurchases and
Substitutions" below.

         Within a specified period of time following the later of--

         o   the date on which the offered certificates are initially issued,
             and

         o   the date on which all recording information necessary to complete
             the subject document is received by the trustee,

the trustee or a third-party independent contractor will be required to submit
for recording in the real property records of the applicable jurisdiction each
of the assignments of recorded loan documents in the trustee's favor described
above. Because most of the mortgage loans that we intend to include in the trust
fund are newly originated, many of those assignments cannot be completed and
recorded until the related mortgage instrument and/or the assignment of leases
and rents, reflecting the necessary recording information, is returned from the
applicable recording office.

REPRESENTATIONS AND WARRANTIES

         As of the date of initial issuance of the offered certificates, each
mortgage loan seller will make with respect to each mortgage loan that it is
selling to us for inclusion in the trust fund, specific representations and
warranties generally to the effect listed below, together with any other
representations and warranties as may be required by the rating agencies. The
respective representations and warranties to be made by each mortgage loan
seller may not be identical and may be qualified by exceptions disclosed in the
mortgage loan purchase agreement between the applicable mortgage loan seller and
us. However, the representations and warranties to be made by each mortgage loan
seller will, subject to certain exceptions, generally include, among others:

         o   The information relating to the subject mortgage loan set forth in
             the loan schedule attached to the related mortgage loan purchase
             agreement, will be accurate in all material respects as of the
             related due date in December 2004 or such other specific date as of
             which it is provided. That information will include various items
             of information regarding each of the underlying mortgage loans,
             including:

             1.  the street address, including city, state and zip code, of the
                 related mortgaged real property,

             2.  the original principal balance and cut-off date principal
                 balance of the subject mortgage loan,

             3.  the amount of the monthly debt service payment for the subject
                 mortgage loan due on the related due date in January 2005,

             4.  the mortgage interest rate for the subject mortgage loan as of
                 the related due date in December 2004, and

                                     S-119


             5.  the original and remaining term to stated maturity for the
                 subject mortgage loan. o Such mortgage loan seller is
                 transferring the mortgage loan free and clear of any and all
                 pledges, liens and/or other security interests.

         o   No scheduled payment of principal and interest under the mortgage
             loan was 30 days or more delinquent as of the cut-off date, and the
             mortgage loan has not been more than 30 days delinquent in the
             twelve-month period immediately preceding the cut-off date (or, if
             the mortgage loan was originated in that twelve-month period, since
             origination).

         o   The related mortgage constitutes a valid and, subject to certain
             creditors' rights exceptions and general principles of equity,
             enforceable first priority mortgage lien (subject to the Permitted
             Encumbrances) upon the related mortgaged real property.

         o   The assignment of the related mortgage in favor of the trustee
             constitutes a legal, valid and binding assignment, except as
             enforcement thereof may be limited by laws affecting the
             enforcement of creditors' rights and by general principles of
             equity.

         o   The related assignment of leases and rents establishes and creates
             a valid and, subject to certain creditors' rights exceptions and
             general principles of equity, enforceable first priority lien
             (subject to certain Permitted Encumbrances) in the related
             borrower's interest in all leases of the mortgaged real property.

         o   The mortgage has not been satisfied, canceled, rescinded or
             subordinated in whole or in material part, except as set forth in
             the related mortgage file, and the related mortgaged real property
             has not been released from the lien of such mortgage in any manner
             which materially interferes with the security intended to be
             provided by such mortgage.

         o   Except as set forth in a property inspection report or engineering
             report prepared in connection with the origination of the mortgage
             loan, the related mortgaged real property is, to the mortgage loan
             seller's knowledge, free of any material damage that would
             materially and adversely affect its value as security for the
             mortgage loan (normal wear and tear excepted) or reserves have been
             established to remediate such damage.

         o   To such mortgage loan seller's knowledge, there is no proceeding
             pending for the condemnation of all or any material portion of any
             mortgaged real property that would have a material adverse effect
             on the use or value of that property.

         o   The related mortgaged real property is covered by an American Land
             Title Association (or an equivalent form of) lender's title
             insurance policy or a marked-up title insurance commitment or the
             equivalent thereof (for which the required premium has been paid)
             or escrow instructions binding on the title insurer irrevocably
             obligating the title insurer to issue such title insurance policy,
             which evidences such title insurance policy that insures that the
             related mortgage is a valid, first priority lien on such mortgaged
             real property, subject only to (a) the lien of current real
             property taxes, ground rents, water charges, sewer rents and
             assessments not yet delinquent, or accruing interest or penalties,
             (b) covenants, conditions and restrictions, rights of way,
             easements and other matters of public record, (c) the exceptions
             (general and specific) and exclusions set forth in that policy and
             (d) any other Permitted Encumbrances.

         o   The proceeds of the mortgage loan have been fully disbursed and
             there is no obligation for future advances with respect thereto.

         o   An environmental site assessment report was prepared with respect
             to the related mortgaged real property in connection with the
             mortgage loan, and such mortgage loan seller has no knowledge of
             any material noncompliance with environmental laws affecting such
             mortgaged real property that was not disclosed in such report;
             provided, however, as previously described in this prospectus
             supplement, for certain mortgage loans an environmental insurance
             policy was obtained in lieu of an environmental site assessment.

         o   Each mortgage note, mortgage and other agreement executed by or for
             the benefit of the borrower, any guarantor or their successors and
             assigns in connection with the mortgage loan is, subject to certain
             creditors' rights exceptions and other exceptions of general
             application, the legal, valid and binding obligation of the maker
             thereof, enforceable in accordance with its terms, and, there is no
             valid defense,



                                     S-120


             counterclaim or right of rescission available to the related
             borrower with respect to such mortgage note, mortgage or other
             agreement, except as such enforcement may be limited by laws
             affecting the enforcement of creditors' rights and by general
             principles of equity.

         o   The related mortgaged real property is, and is required pursuant to
             the related mortgage to be, insured by casualty and liability
             insurance policies of a type specified in the related mortgage.

         o   There are no delinquent and unpaid taxes or assessments affecting
             the related mortgaged real property that are or may become a lien
             of priority equal to or higher than the lien of the related
             mortgage or an escrow of funds has been created for the payment of
             such taxes and assessments.

         o   The related borrower is not, to such mortgage loan seller's
             knowledge, a debtor in any state or federal bankruptcy or
             insolvency proceeding.

         o   For any mortgage loan where all or a material portion of the
             interest of the borrower is a leasehold estate, and the related
             mortgage does not also encumber the related lessor's fee interest
             in the mortgaged real property--

             (a) such ground lease or a memorandum thereof has been or will be
                 duly recorded and the lessor permits the interest of the lessee
                 thereunder to be encumbered by the related mortgage;

             (b) the borrower's interest in such ground lease is assignable to
                 the mortgage loan seller and its assigns upon notice to, but
                 without the consent of, the lessor thereunder;

             (c) to the knowledge of the mortgage loan seller, such ground lease
                 is in full force and effect and, to the knowledge of the
                 mortgage loan seller, no material default has occurred
                 thereunder;

             (d) such ground lease, or an estoppel letter or other agreement
                 related thereto, requires the lessor under such ground lease to
                 give notice of any default by the lessee to the holder of the
                 mortgage (provided any required notice of the lien is given to
                 lessor);

             (e) the holder of the mortgage is permitted a reasonable
                 opportunity (including, where necessary, sufficient time to
                 gain possession of the interest of the lessee under such ground
                 lease so long as the holder is proceeding diligently) to cure
                 any default under such ground lease which is curable after the
                 receipt of notice of any such default, before the lessor
                 thereunder may terminate such ground lease; and

             (f) such ground lease has an original term (including any extension
                 options set forth therein) which extends not less than 20 years
                 beyond the scheduled maturity date of the mortgage loan.

         o   Except as otherwise described in this prospectus supplement, the
             mortgage loan is not cross-collateralized or cross-defaulted with
             any loan other than one or more other mortgage loans in the trust
             fund.

         o   Except as disclosed in this prospectus supplement with respect to
             crossed loans and multi-property loans, no mortgage requires the
             holder thereof to release any material portion of the related
             mortgaged real property from the lien thereof except upon payment
             in full of the mortgage loan or defeasance, or in certain cases,
             (a) upon the satisfaction of certain legal and underwriting
             requirements, or (b) releases of unimproved out-parcels or (c)
             releases of portions which will not have a material adverse effect
             on the value of the collateral for the mortgage loan.

         o   To such mortgage loan seller's knowledge, there exists no material
             default, breach, violation or event of acceleration (and no event
             -- other than payments due but not yet delinquent -- which, with
             the passage of time or the giving of notice, or both, would
             constitute any of the foregoing) under the related mortgage note or
             mortgage in any such case to the extent the same materially and
             adversely affects the value of the mortgage loan or the related
             mortgaged real property; provided that this representation and
             warranty will not cover a default, breach, violation or event of
             acceleration arising out of any other representation and warranty
             made by such mortgage loan seller.


                                     S-121



         The representations and warranties made by each mortgage loan seller as
listed and described above will be assigned by us to the trustee under the
pooling and servicing agreement. If--

         o   there exists a breach of any of the above-described representations
             and warranties made by either mortgage loan seller, and

         o   that breach materially and adversely affects the value of, or the
             interests of the series 2004-C5 certificateholders in, the subject
             mortgage loan,

then that breach will be a "Material Breach" of the representation and warranty.
The rights of the series 2004-C5 certificateholders against the applicable
warranting party 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 either mortgage loan seller with respect to any of the
mortgage loans that it sold to us for inclusion in the trust fund, as discussed
under "--Representations and Warranties" above, or a Material Document Defect
with respect to any of the mortgage loans that it sold to us for inclusion in
the trust fund, as discussed under "--Assignment of the Underlying Mortgage
Loans" above, then that mortgage loan seller will be required to take one of the
following courses of action:

         o   cure such Material Breach or Material Document Defect, as the case
             may be, in all material respects; or

         o   repurchase the affected mortgage loan at a price generally equal to
             the sum of--

             1.  the outstanding principal balance of such mortgage loan as of
                 the date of purchase, plus

             2.  all accrued and unpaid interest on such mortgage loan at the
                 related mortgage interest rate in effect from time to time, to
                 but not including the collection date in the due period of
                 purchase (which includes unpaid master servicing fees), but
                 exclusive of Post-ARD Additional Interest, plus

             3.  all related unreimbursed servicing advances plus, in general,
                 accrued and unpaid interest on related advances at the
                 reimbursement rate, plus

             4.  all expenses incurred (whether paid or then owing) by the
                 master servicer, the special servicer, us, the trustee and the
                 certificate administrator in respect of the defect or breach
                 giving rise to the repurchase obligation, including any
                 expenses arising out of the enforcement of the repurchase
                 obligation, plus

             5.  the amount of any special servicing fees accrued on such
                 mortgage loan and, if such mortgage loan is repurchased
                 following the expiration of the applicable cure period (as it
                 may be extended as described below), the amount of the
                 liquidation fee payable to the special servicer; or

         o   prior to the second anniversary of the date of initial issuance of
             the offered certificates, replace the affected mortgage loan with a
             Qualified Substitute Mortgage Loan.

         If any mortgage loan seller replaces one mortgage loan with another, 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 price at which it would have had to purchase the removed
             mortgage loan, as described in the second bullet of the preceding
             paragraph, exceeds

         o   the unpaid principal balance of the substitute mortgage loan as of
             the date it is added to the trust fund.

         The time period within which a mortgage loan seller must complete any
cure, repurchase or substitution described in the second preceding paragraph
will generally be limited to 90 days or less following its receipt of notice of
the subject Material Breach or Material Document Defect, as the case may be.
However, if the applicable mortgage loan seller is diligently attempting to
correct the problem, then the applicable mortgage loan seller may be entitled to
as much as an additional 90 days to complete that cure, repurchase or
substitution.

                                     S-122


         In addition to the foregoing, if--

         o   any mortgage loan is required to be repurchased or substituted as
             contemplated above, and

         o   such mortgage loan is a crossed loan,

then the applicable defect or breach (as the case may be) will be deemed to
constitute a defect or breach (as the case may be) as to any related crossed
loan for purposes of the above provisions, and the related mortgage loan seller
will be required to repurchase or substitute for any related crossed loan in
accordance with the provisions above unless all of the following conditions
would be satisfied if the related mortgage loan seller were to repurchase or
substitute for only the affected crossed loans as to which a defect or breach
had initially occurred:

         o   the debt service coverage ratio for any related crossed loans that
             remain in the trust for the four calendar quarters immediately
             preceding the repurchase or substitution is not less than the
             greater of (a) the debt service coverage ratio for such crossed
             loans, including the affected crossed loan, for the four calendar
             quarters immediately preceding the repurchase or substitution and
             (b) 1.25x;

         o   the loan-to-value ratio for any related crossed loans that remain
             in the trust (determined at the time of repurchase or substitution
             based upon an appraisal obtained by the special servicer at the
             expense of the applicable mortgage loan seller) is not greater than
             the lesser of (a) the loan-to-value ratio for such crossed loans
             including the affected crossed loan (determined at the time of
             repurchase or substitution based upon an appraisal obtained by the
             special servicer at the expense of the related mortgage loan
             seller), (b) the loan-to-value ratio for such crossed loans
             including the affected crossed loan set forth in the tables in
             Exhibit A-1 to this prospectus supplement, and (c) 75.0%; and

         o   the trustee receives an opinion of independent counsel to the
             effect that such repurchase or substitution will not result in the
             imposition of a tax on the assets of the trust fund or cause any
             REMIC created under the pooling and servicing agreement to fail to
             qualify as a REMIC for federal or applicable state tax purposes at
             any time that any series 2004-C5 certificate is outstanding.

         In the event that each of the conditions set forth in the preceding
sentence would be so satisfied, the related mortgage loan seller may elect
either to repurchase or substitute for only the affected crossed loan as to
which the defect or breach exists or to repurchase or substitute for the
aggregate crossed loans. The determination of the special servicer as to whether
the conditions set forth above have been satisfied shall be conclusive and
binding in the absence of manifest error. To the extent that the related
mortgage loan seller repurchases or substitutes for an affected crossed loan in
the manner prescribed above while the trustee continues to hold any related
crossed loans, the related mortgage loan seller and we have agreed in the
mortgage loan purchase agreement to modify, upon such repurchase or
substitution, the related loan documents in a manner such that (a) the
repurchased or substituted crossed loan and (b) any related crossed loans that
remain in the trust fund, would no longer be cross-defaulted or
cross-collateralized with one another.

         Any of the following document defects shall be conclusively presumed to
be a "Material Document Defect":

         o   the absence from the mortgage file of the original signed mortgage
             note, unless the mortgage file contains a signed lost note
             affidavit and indemnity;

         o   the absence from the mortgage file of the original signed mortgage,
             unless there is included in the mortgage file a certified copy of
             the recorded mortgage as recorded or a certified copy of the
             mortgage in the form sent for recording and a certificate stating
             that the original mortgage was sent for recordation or a copy of
             the mortgage and the related recording information;

         o   the absence from the mortgage file of the original lender's title
             insurance policy or a copy thereof (together with all endorsements
             or riders that were issued with or subsequent to the issuance of
             such policy), or if the policy has not yet been issued, executed
             escrow instructions, or a binding written commitment (including a
             pro forma or specimen title insurance policy) or interim binder
             that is marked as binding and countersigned by the title company,
             insuring the priority of the mortgage as a first lien on the
             related mortgaged real property relating to such mortgage loan;

         o   the absence from the mortgage file of any intervening assignments
             required to create an effective assignment to the trustee on behalf
             of the trust fund, unless there is included in the mortgage file a
             certified



                                     S-123


             copy of the intervening assignment and a certificate stating that
             the original intervening assignments were sent for recordation;

         o   the absence from the mortgage file of any original letter of
             credit; provided that such defect may be cured by any substitute
             letter of credit or cash reserve on behalf of the related borrower;
             or

         o   the absence from the mortgage file of a copy of any required ground
             lease.

         The obligations of each mortgage loan seller described above in this
"--Cures, Repurchases and Substitutions" section will, in the absence of a
default under those obligations, constitute the sole remedy available to the
series 2004-C5 certificateholders or the trustee on their behalf in connection
with a Material Breach of any of the representations or warranties made by the
related mortgage loan seller, or a Material Document Defect, with respect to any
mortgage loan in the trust fund. No other person will be obligated to repurchase
or replace any affected mortgage loan in connection with a Material Breach of
any of the representations and warranties made by the related mortgage loan
seller or in connection with a Material Document Defect, if the related mortgage
loan seller defaults on its obligation to do so.

         Any defect or any breach that, in either case, causes any mortgage loan
not to be a "qualified mortgage" within the meaning of the REMIC provisions of
the Internal Revenue Code shall be deemed to materially and adversely affect the
interests of certificateholders therein, requiring the related mortgage loan
seller to purchase or substitute for the affected mortgage loan from the trust
fund within 90 days following the earlier of its receipt of notice or its
discovery of the defect or breach at the applicable purchase price or in
conformity with the mortgage loan purchase agreement.

         Each mortgage loan seller has only limited assets with which to fulfill
any repurchase/substitution obligations on its part that may arise as a result
of a Material Document Defect or a Material Breach of any of its representations
or warranties. There can be no assurance that Column, KeyBank, LaSalle or Lehman
has or will have sufficient assets with which to fulfill any
repurchase/substitution on its part that may arise.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

         The description in this prospectus supplement of the mortgage pool is
based upon the mortgage pool as it is expected to be constituted at the time the
offered certificates are issued, with adjustments for the monthly debt service
payments due on the underlying mortgage loans on or before their respective due
dates in December 2004. Prior to the issuance of the offered certificates, one
or more mortgage loans may be removed from the mortgage pool if we consider the
removal necessary or appropriate. A limited number of other mortgage loans may
be included in the mortgage pool prior to the issuance of the offered
certificates, unless including those mortgage loans would materially alter the
characteristics of the mortgage pool as described in this prospectus supplement.
We believe that the information in this prospectus supplement will be generally
representative of the characteristics of the mortgage pool as it will be
constituted at the time the offered certificates are issued. However, the range
of mortgage interest rates and maturities, as well as the other characteristics
of the underlying mortgage loans described in this prospectus supplement, may
vary, and the actual initial mortgage pool balance may be as much as 5% larger
or smaller than the initial mortgage pool balance specified in this prospectus
supplement.

         A current report on Form 8-K will be available to purchasers of the
offered certificates on or shortly after the date of initial issuance of the
offered certificates. That current report on Form 8-K will be filed, together
with the pooling and servicing agreement, with the SEC within 15 days after the
initial issuance of the offered certificates. If mortgage loans are removed from
or added to the mortgage pool, that removal or addition will be noted in that
current report on Form 8-K.

                     DESCRIPTION OF THE OFFERED CERTIFICATES

GENERAL

         The series 2004-C5 certificates will be issued, on or about December
28, 2004, under a pooling and servicing agreement to be dated as of December 1,
2004, between us, as depositor, and the trustee, the certificate administrator,
the master servicer and the special servicer. They will represent the entire
beneficial ownership interest of the trust fund. The assets of the trust fund
will include:

         o   the underlying mortgage loans;



                                     S-124


         o   any and all payments under and proceeds of the underlying mortgage
             loans received after their respective due dates in December 2004,
             in each case exclusive of payments of principal, interest and other
             amounts due on or before that date;

         o   the loan documents for the underlying mortgage loans;

         o   our rights under each of the mortgage loan purchase agreements;

         o   any REO Properties acquired by the trust fund with respect to
             defaulted underlying mortgage loans; and

         o   those funds or assets as from time to time are deposited in the
             master servicer's collection account described under "The Pooling
             and Servicing Agreement--Collection Account" in this prospectus
             supplement, the special servicer's REO account described under "The
             Pooling and Servicing Agreement--REO Properties," 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.

         The series 2004-C5 certificates will include the following classes:

         o   the A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B, C and D classes, which
             are the classes of series 2004-C5 certificates that are offered by
             this prospectus supplement; and

         o   the A-X, A-SP, E, F, G, H, J, K, L, M, N, O, P, R, LR and V
             classes, which are the classes of series 2004-C5 certificates
             that--

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

             2.  are not offered by this prospectus supplement.

         The class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B, C, D, E, F, G, H, J,
K, L, M, N, O and P certificates are the series 2004-C5 certificates that will
have principal balances. The series 2004-C5 certificates with principal balances
constitute the series 2004-C5 principal balance certificates. The principal
balance of any of these certificates will represent the total distributions of
principal to which the holder of the certificate is entitled over time out of
payments, or advances in lieu 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 the 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
underlying mortgage loans and default-related and otherwise unanticipated trust
fund expenses. See "--Reductions of Certificate Principal Balances in Connection
with Realized Losses and Additional Trust Fund Expenses" below.

         The class A-X, A-SP, R, LR and V certificates will not have principal
balances, and the holders of those certificates will not be entitled to receive
distributions of principal. However, each of the class A-X and A-SP certificates
will have a notional amount for purposes of calculating the accrual of interest
with respect to that certificate. The class A-X and A-SP certificates are
sometimes referred to in this prospectus supplement as the series 2004-C5
interest only certificates.

         For purposes of calculating the accrual of interest, the class A-X
certificates will have a total notional amount that is, as of any date of
determination, equal to the then total principal balance of the class A-1, A-2,
A-3, A-AB, A-4, A-1-A, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and P
certificates.

         For purposes of calculating the accrual of interest, the class A-SP
certificates will have a total notional amount that is--

             (1) during the period from the date of initial issuance of the
                 series 2004-C5 certificates through and including the
                 distribution date in December 2005, the sum of (a) the lesser
                 of $55,672,000 and the total principal balance of the class A-1
                 certificates outstanding from time to time, (b) the lesser of
                 $429,331,000 and the total principal balance of the class A-1-A
                 certificates outstanding from time to time, and (c) the total
                 principal balance of the class A-2, A-3, A-AB, A-4, A-J, B, C,
                 D and E certificates outstanding from time to time;



                                     S-125


             (2) 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 $236,441,000 and the total
                 principal balance of the class A-2 certificates outstanding
                 from time to time, (b) the lesser of $409,947,000 and the total
                 principal balance of the class A-1-A certificates outstanding
                 from time to time, and (c) the total principal balance of the
                 class A-3, A-AB, A-4, A-J, B, C, D and E certificates
                 outstanding from time to time;

             (3) 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 $173,517,000 and the total
                 principal balance of the class A-2 certificates outstanding
                 from time to time, (b) the lesser of $389,798,000 and the total
                 principal balance of the class A-1-A certificates outstanding
                 from time to time, and (c) the total principal balance of the
                 class A-3, A-AB, A-4, A-J, B, C, D and E certificates
                 outstanding from time to time;

             (4) 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 $110,334,000 and the total
                 principal balance of the class A-2 certificates outstanding
                 from time to time, (b) the lesser of $368,898,000 and the total
                 principal balance of the class A-1-A certificates outstanding
                 from time to time, and (c) the total principal balance of the
                 class A-3, A-AB, A-4, A-J, B, C, D and E certificates
                 outstanding from time to time;

             (5) 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 $39,720,000 and the total
                 principal balance of the class A-AB certificates outstanding
                 from time to time, (b) the lesser of $322,151,000 and the total
                 principal balance of the class A-1-A certificates outstanding
                 from time to time, and (c) the total principal balance of the
                 class A-4, A-J, B, C, D and E certificates outstanding from
                 time to time;

             (6) 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 $562,658,000 and the total
                 principal balance of the class A-4 certificates outstanding
                 from time to time, (b) the lesser of $305,206,000 and the total
                 principal balance of the class A-1-A certificates outstanding
                 from time to time, (c) the total principal balance of the class
                 A-J, B and C certificates outstanding from time to time; and
                 (d) the lesser of $31,843,000 and the total principal balance
                 of the class D certificates outstanding from time to time;

             (7) 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 $465,164,000 and the total
                 principal balance of the class A-4 certificates outstanding
                 from time to time, (b) the lesser of $261,575,000 and the total
                 principal balance of the class A-1-A certificates outstanding
                 from time to time, (c) the total principal balance of the class
                 A-J, B and C certificates outstanding from time to time; and
                 (d) the lesser of $9,061,000 and the total principal balance of
                 the class D certificates outstanding from time to time; and

             (8) following the distribution date in December 2011, $0.

         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 of
your offered certificates from time to time, you may multiply the original
principal balance of that certificate as of the date of initial issuance of the
series 2004-C5 certificates, 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 offered 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.

REGISTRATION AND DENOMINATIONS

         General. The offered certificates will be issued in book-entry form in
original denominations of $10,000 initial principal balance and any whole dollar
denomination in excess of $10,000.



                                     S-126


         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 an offered
certificate issued in fully registered, certificated form, except under the
limited circumstances described under "Description of the
Certificates--Book-Entry Registration" 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, Luxembourg. You will hold your
certificates through DTC, in the United States, or Clearstream Banking
Luxembourg or The Euroclear System, in Europe, if you are a participating
organization of the applicable system, or indirectly through organizations that
are participants in the applicable system. Clearstream, Luxembourg and Euroclear
will hold omnibus positions on behalf of organizations that are participants in
either of these systems, through customers' securities accounts in Clearstream,
Luxembourg's or Euroclear's names on the books of their respective depositaries.
Those depositaries will, in turn, hold those positions in customers' securities
accounts in the depositaries' names on the books of DTC. For a discussion of
DTC, Euroclear and Clearstream, Luxembourg, see "Description of the
Certificates--Book-Entry Registration--DTC, Euroclear and Clearstream,
Luxembourg" in the accompanying prospectus.

         Transfers between participants in DTC will occur in accordance with
DTC's rules. Transfers between participants in Clearstream, Luxembourg and
Euroclear will occur in accordance with their applicable rules and operating
procedures. See "Description of the Certificates--Book-Entry
Registration--Holding and Transferring Book-Entry Certificates" in the
accompanying prospectus.

         Cross-market transfers between persons holding directly or indirectly
through DTC, on the one hand, and directly through participants in Clearstream,
Luxembourg or Euroclear, on the other, will be accomplished through DTC in
accordance with DTC rules on behalf of the relevant European international
clearing system by its depositary. However, these cross-market transactions will
require delivery of instructions to the relevant European international clearing
system by the counterparty in that system in accordance with its rules and
procedures and within its established deadlines (European time). The relevant
European international clearing system will, if the transaction meets its
settlement requirements, deliver instructions to its depositary to take action
to effect final settlement on its behalf by delivering or receiving securities
through DTC, and making or receiving payment in accordance with normal
procedures for same-day funds settlement applicable to DTC. Participants in
Clearstream, Luxembourg and Euroclear may not deliver instructions directly to
the depositaries.

         Because of time-zone differences--

         o   credits of securities in Clearstream, Luxembourg or Euroclear as a
             result of a transaction with a DTC participant will be made during
             the subsequent securities settlement processing, dated the business
             day following the DTC settlement date, and

         o   those credits or any transactions in those securities settled
             during that processing will be reported to the relevant
             Clearstream, Luxembourg or Euroclear participant on that business
             day.

         Cash received in Clearstream, Luxembourg or Euroclear as a result of
sales of securities by or through a Clearstream, Luxembourg or Euroclear
participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream, Luxembourg or
Euroclear cash account only as of the business day following settlement in DTC.
For additional information regarding clearance and settlement procedures for the
offered certificates and for information with respect to tax documentation
procedures relating to the offered certificates, see Exhibit F hereto.



                                     S-127


         Beneficial owners of offered certificates that are not participating
organizations in DTC, Clearstream, Luxembourg or Euroclear, but desire to
purchase, sell or otherwise transfer ownership or other interests in those
certificates, may do so only through participating organizations in DTC,
Clearstream, Luxembourg or Euroclear. In addition, those beneficial owners will
receive all distributions of principal and interest from the certificate
administrator through DTC and its participating organizations. Similarly,
reports distributed to holders of the offered certificates pursuant to the
pooling and servicing agreement and requests for the consent of those holders
will be delivered to the beneficial owners of those certificates only through
DTC, Clearstream, Luxembourg, Euroclear and their participating organizations.
Under a book-entry format, beneficial owners of offered certificates may
experience some delay in their receipt of payments, reports and notices, since
these payments, reports and notices will be forwarded by the certificate
administrator to Cede & Co., as nominee for DTC. DTC will forward the payments,
reports and notices to its participating organizations, which thereafter will
forward them to indirect DTC participants, Clearstream, Luxembourg, Euroclear or
beneficial owners of the offered certificates, as applicable.

         Under the rules, regulations and procedures creating and affecting DTC
and its operations, DTC is required to make book-entry transfers of offered
certificates among participating organizations on whose behalf it acts with
respect to the offered certificates and to receive and transmit distributions of
principal of, and interest on, the offered certificates. Direct and indirect DTC
participants with which beneficial owners of the offered certificates have
accounts with respect to those certificates similarly are required to make
book-entry transfers and receive and transmit the payments on behalf of those
beneficial owners. Accordingly, although the beneficial owners of offered
certificates will not possess the offered certificates, the DTC rules provide a
mechanism that will allow them to receive payments on their certificates and
will be able to transfer their interests.

         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 those certificates are credited, which may or may not be the
beneficial owners of those certificates. The participants will remain
responsible for keeping account of their holdings on behalf of their customers.

         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 those distributions by participants to beneficial
owners of offered certificates will be governed by standing instructions and
customary practices, as is the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of each such participant (and not of DTC, us or any trustee,
certificate administrator or servicer), subject to any statutory or regulatory
requirements as may be in effect from time to time. Under a book-entry system,
the beneficial owners of offered certificates may receive payments after the
related distribution date.

         The only holder of the offered certificates will be the nominee of DTC,
and the beneficial owners of the offered certificates will not be recognized as
certificateholders under the pooling and servicing agreement. Beneficial owners
of the offered certificates will be permitted to exercise the rights of
certificateholders under the pooling and servicing agreement only indirectly
through the participants, which in turn will exercise their rights through DTC.

         Because DTC can only act on behalf of direct DTC participants, who in
turn act on behalf of indirect DTC participants and certain banks, the ability
of a beneficial owner of offered certificates to pledge those certificates to
persons or entities that do not participate in the DTC system, or to otherwise
act with respect to those certificates, may be limited due to the lack of a
physical certificate for those certificates.

         DTC has advised us that it will take any action permitted to be taken
by holders of the offered certificates under the pooling and servicing agreement
only at the direction of one or more participating organizations to whose
accounts with DTC those certificates are credited. DTC may take conflicting
actions with respect to other undivided interests to the extent that those
actions are taken on behalf of participating organizations in DTC whose holdings
include those undivided interests.

         Neither we nor any of the master servicer, the certificate registrar,
the underwriters, the special servicer, the certificate administrator or the
trustee will have any liability for any actions taken by DTC or its nominee,
including actions for any aspect of the records relating to or payments made on
account of beneficial ownership interests in the offered certificates held by
Cede & Co., as nominee for DTC, or for maintaining, supervising or reviewing any
records relating to those beneficial ownership interests.

         Although DTC, Clearstream, Luxembourg and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of the offered
certificates among participants of DTC, Clearstream, Luxembourg and Euroclear,
they are under no obligation to perform or continue to perform such procedures
and such procedures may be discontinued at any time.



                                     S-128


         See "Description of the Certificates--Book-Entry Registration--Holding
and Transferring Book-Entry Certificates" in the accompanying prospectus.

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-C5 certificates and from which it will make those distributions. That
distribution account must be maintained in a manner and with a depository
institution that satisfies rating agency standards for securitizations similar
to the one involving the offered certificates. Funds held in the certificate
administrator's distribution account may be held in cash or, at the certificate
administrator's risk, invested in Permitted Investments. Subject to the
limitations in the pooling and servicing agreement, any interest or other income
earned on funds in the certificate administrator's distribution account will be
paid to the certificate administrator as additional compensation.

         Deposits. On the business day prior to each distribution date,
the 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 mortgage loans and any
             REO Properties in the trust fund that are then on deposit in the
             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 subsequent to
                 the end of the related collection period;

             2.  payments and other collections received after the end of the
                 related collection period;

             3.  amounts that are payable or reimbursable from the master
                 servicer's collection account to any person other than the
                 series 2004-C5 certificateholders, including--

                 (a) amounts payable to the master servicer or the special
                     servicer as compensation, including master servicing fees,
                     special servicing fees, work-out fees, liquidation fees,
                     assumption fees, assumption application fees, modification
                     fees, extension fees, consent fees, waiver fees, earnout
                     fees and similar charges and, to the extent not otherwise
                     applied to cover interest on advances and/or other
                     Additional Trust Fund Expenses with respect to the related
                     underlying mortgage loan, Default Interest and late payment
                     charges, or as indemnification,

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

                 (c) amounts payable to any holder of a B-Note Companion Loan,
                     and


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

             4.  net investment income on the funds in the collection account;

             5.  amounts deposited in the master servicer's collection account
                 in error; and

             6.  any amounts payable to the holder of a Companion Loan.

         o   Any advances of delinquent monthly debt service payments made by
             the master servicer with respect to the mortgage pool for that
             distribution date.

         o   Any payments made by the master servicer to cover Prepayment
             Interest Shortfalls incurred with respect to the mortgage pool
             during the related collection period.

         See "--Advances of Delinquent Monthly Debt Service Payments" below and
"The Pooling and Servicing Agreement--Collection Account" and "--Servicing and
Other Compensation and Payment of Expenses" in this prospectus supplement.

         With respect to each distribution date that occurs during March,
commencing in March 2005, the certificate administrator will be required to
transfer from its interest reserve account, which we describe under "--Interest
Reserve



                                     S-129


Account" below, to its distribution account the interest reserve amounts that
are then being held in that interest reserve account with respect to the
mortgage loans in the trust fund that accrue interest on an Actual/360 Basis.

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

         o   to pay itself and the trustee a monthly fee which is described
             under "The Pooling and Servicing Agreement--Matters Regarding the
             Trustee and the Certificate Administrator" in this prospectus
             supplement;

         o   to indemnify itself, the trustee and various related persons as
             described under "Description of the Governing Documents--Matters
             Regarding the Trustee" in the accompanying prospectus;

         o   to pay for the cost of recording the pooling and servicing
             agreement;

         o   to pay for any opinions of counsel required to be obtained in
             connection with any amendments to the 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 "Federal Income Tax
             Consequences--REMICs--Prohibited Transactions Tax and Other Taxes"
             in the accompanying prospectus and "The Pooling and Servicing
             Agreement--REO Properties" in this prospectus supplement;

         o   with respect to each distribution date during February of any year
             and each distribution date during January of any year 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 underlying mortgage
             loans that accrue interest on an Actual/360 Basis;

         o   to pay itself interest and other investment income earned on funds
             held in the distribution account; and

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

         On each distribution date, all amounts on deposit in the certificate
administrator's distribution account, exclusive of any portion of those amounts
that are to be withdrawn for the purposes contemplated in the foregoing
paragraph, will represent the Total Available Funds for that date. On each
distribution date, the certificate administrator will apply the Total Available
Funds to make distributions on the series 2004-C5 certificates.

         For any distribution date, the Total Available Funds will consist of
three separate components:

         o   the portion of those funds that represent Static Prepayment
             Premiums and Yield Maintenance Charges collected on the underlying
             mortgage loans during the related collection period, which will be
             paid as additional interest to the holders of the class A-X, A-SP,
             A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B, C, D, E, F, G and/or H
             certificates, as described under "--Distributions--Distributions of
             Static Prepayment Premiums and Yield Maintenance Charges" below;

         o   the portion of those funds that represent Post-ARD Additional
             Interest collected on the ARD Loans in the trust fund during the
             related collection period, which will be paid to the holders of the
             class V certificates as described under
             "--Distributions--Distributions of Post-ARD Additional Interest"
             below; and

         o   the remaining portion of those funds, referred to in this
             prospectus supplement as the Available P&I Funds, which will be
             paid to the holders of all the series 2004-C5 certificates, other
             than the class V certificates, as described under
             "--Distributions--Priority of Distributions" below.

         In no event will any amounts allocable to any B-Note Companion Loan,
Eastgate Mall Junior Companion Loans or FedEx-Midway Junior Companion Loan be
available to cover any payments or reimbursements associated with any pooled
mortgage loan other than the related A-Note Mortgage Loan, Eastgate Mall
Mortgage Loan and FedEx-Midway Mortgage Loan, respectively. In addition, any
amounts allocable to any B-Note Companion Loan, Eastgate Mall Junior Companion
Loans or FedEx-Midway Junior Companion Loan will be available to cover payments
and/or reimbursements associated with the related A-Note Mortgage Loan, Eastgate
Mall Mortgage Loan and FedEx-Midway Mortgage Loan, respectively, only to



                                     S-130


the extent described under "Description of the Underlying Mortgage Loans--The
A/B Loan Pairs," "--Certain Matters Regarding the Eastgate Mall Mortgage Loan"
and "--Certain Matters Regarding the FedEx-Midway Mortgage Loan" in this
prospectus supplement.

INTEREST RESERVE ACCOUNT

         The certificate administrator must maintain an account or sub-account
in which it will hold the interest reserve amounts described in the next
paragraph with respect to the underlying mortgage loans that accrue interest on
an Actual/360 Basis. That interest reserve account must be maintained in a
manner and with a depository that satisfies rating agency standards for
securitizations similar to the one involving the offered certificates.

         During January, except in a leap year, and February of each calendar
year commencing in 2005, the certificate administrator will, on or before the
distribution date in that month, withdraw from its distribution account and
deposit in its interest reserve account the interest reserve amount with respect
to each of the underlying 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 Net
Mortgage Interest Rate on the Stated Principal Balance of that loan as of the
end of the related collection period. In the case of an ARD Loan, the interest
reserve amount will not include Post-ARD Additional Interest.

         During March of each calendar year commencing in 2005, the certificate
administrator will, on or before the distribution date in that month, withdraw
from its interest reserve account and deposit in its distribution account any
and all interest reserve amounts then on deposit in the interest reserve account
with respect to the underlying 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 P&I Funds for the distribution date during the month of transfer.

         The funds held in the certificate administrator's interest reserve
account may be held in cash or, at the risk of the certificate administrator,
invested in Permitted Investments. Subject to the limitations in the pooling and
servicing agreement, any interest or other income earned on funds in the
certificate administrator's interest reserve account may be withdrawn from the
interest reserve account and paid to the certificate administrator as additional
compensation.

         The certificate administrator will be required to deposit in its
interest reserve account the amount of any losses of principal arising from
investments of funds held in the interest reserve account. However, it will not
be obligated to cover any losses resulting from the bankruptcy or insolvency of
any unaffiliated depository institution holding the interest reserve account.

DISTRIBUTIONS

         General. For purposes of allocating payments on the respective classes
of the series 2004-C5 certificates, the underlying mortgage loans will be
divided into:

         1.  Loan group no. 1, which will consist of all of the underlying
             mortgage loans that are secured by property types other than
             multifamily and mobile home park, together with 24 underlying
             mortgage loans that are secured by multifamily and mobile home park
             property types. Loan group no. 1 will consist of 149 mortgage
             loans, with an initial loan group no. 1 principal balance of
             $1,434,325,027, representing approximately 76.8% of the initial
             mortgage pool balance.

         2.  Loan group no. 2, which will consist of all but 24 of the
             underlying mortgage loans that are secured by the multifamily and
             mobile home park property types. Loan group no. 2 will consist of
             79 mortgage loans, with an initial loan group no. 2 balance of
             $432,620,028, representing approximately 23.2% of the initial
             mortgage pool balance.

Exhibit A-1 to this prospectus supplement identifies which underlying mortgage
loans are included in each of loan group no. 1 and loan group no. 2.

         On each distribution date, the certificate administrator will, subject
to the Total Available Funds and the exception described in the next sentence,
make all distributions required to be made on the series 2004-C5 certificates on
that 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
on 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.



                                     S-131


         In order for a series 2004-C5 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 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 "--Registration and Denominations" above.

         Distributions made to a class of series 2004-C5 certificateholders will
be allocated among those certificateholders in proportion to their respective
percentage interests in that class.

         Interest Distributions. All of the classes of the series 2004-C5
certificates will bear interest, except for the R, LR and V classes.

         With respect to each interest-bearing class of the series 2004-C5
certificates, that interest will accrue during each interest accrual period
based upon:

         o   the pass-through rate with respect to that class for that 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.

         However, no interest will accrue with respect to the class A-SP
certificates following the November 2011 interest accrual period.

         On each distribution date, subject to the Available P&I Funds for that
date and the distribution priorities described below, the holders of each
interest-bearing class of the series 2004-C5 certificates will be entitled to
receive--

         o   the total amount of interest accrued during the related interest
             accrual period with respect to that class of certificates, reduced
             by

         o   the portion of any Net Aggregate Prepayment Interest Shortfall for
             that distribution date that is allocable to that class of series
             2004-C5 certificates.

         If the holders of any interest-bearing class of the series 2004-C5
certificates do not receive all of the interest to which they are entitled on
any distribution date, as described in the prior paragraph, then they will
continue to be entitled to receive the unpaid portion of that interest on future
distribution dates, subject to the Available P&I Funds for those future
distribution dates and the distribution priorities described below.

         The portion of any Net Aggregate Prepayment Interest Shortfall
for any distribution date that is allocable to reduce the current accrued
interest then payable with respect to any particular interest-bearing class of
the series 2004-C5 certificates will equal:

         o   in the case of each interest-bearing class of series 2004-C5
             certificates, the product of--

             1.  the total amount of that Net Aggregate Prepayment Interest
                 Shortfall, multiplied by

             2.  a fraction, the numerator of which is the total amount of
                 interest accrued during the related interest accrual period
                 with respect to the subject interest-bearing class of series
                 2004-C5 certificates (calculated without regard to any
                 allocation of that Net Aggregate Prepayment Interest
                 Shortfall), and the denominator of which is the total amount of
                 interest accrued during the related interest accrual period
                 with respect to all of the interest-bearing classes of the
                 series 2004-C5 certificates (calculated without regard to any
                 allocation of that Net Aggregate Prepayment Interest
                 Shortfall).



                                     S-132


         Calculation of Pass-Through Rates. The pass-through rate applicable to
each interest-bearing class of series 2004-C5 certificates for the initial
interest accrual period is shown on page S-5.

         The pass-through rates applicable to the class A-1, A-2, A-3, A-AB,
A-4, A-1-A and A-J certificates for each interest accrual period will remain
fixed at the initial pass-through rate for that class shown on page S-5.

         The pass-through rates applicable to the class H Certificates for each
interest accrual period will, in the case of each of those classes, equal the
Weighted Average Net Mortgage Pass-Through Rate for the related distribution
date.

         The pass-through rates applicable to the class B, C, D, E, F, G, J, K,
L, M, N, O and P certificates for each interest accrual period will, in the case
of each of those classes, equal the lesser of--

         o   the pass-through rate applicable to the particular class of series
             2004-C5 certificates for the initial interest accrual period shown
             on page S-5, and

         o   the Weighted Average Net Mortgage Pass-Through Rate for the related
             distribution date.

         The pass-through rate for the class A-SP certificates, for each
interest accrual period through and including the November 2011 interest accrual
period, will equal the weighted average of the respective strip rates, which we
refer to as class A-SP strip rates, at which interest accrues from time to time
on the respective components of the total notional amount of the class A-SP
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 of 2004-C5
principal balance certificates. If the entire total principal balance of any
class of series 2004-C5 principal balance certificates is identified under
"--General" above as being part of the total notional amount of the class A-SP
certificates immediately prior to any distribution date, then that total
principal balance will, in its entirety, represent a separate component of the
total notional amount of the class A-SP certificates for purposes of calculating
the accrual of interest during the related interest accrual period. If only part
of the total principal balance of any class of series 2004-C5 principal balance
certificates is identified as being part of the total notional balance of the
class A-SP certificates immediately prior to any distribution date, then that
particular portion of the total principal balance of that class of series
2004-C5 principal balance certificates will represent a separate component of
the total notional amount of the class A-SP 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 November 2011 interest accrual period, on any particular
component of the total notional amount of the class A-SP certificates
immediately prior to the related distribution date, the applicable class A-SP
strip rate will equal the excess, if any, of:

         o   the lesser of (a) the reference rate specified on Exhibit D to this
             prospectus supplement with respect to the related distribution date
             and (b) the Weighted Average Net Mortgage Pass-Through Rate for the
             related distribution date, over

         o   the pass-through rate in effect during the subject interest accrual
             period for the class of series 2004-C5 principal balance
             certificates whose total principal balance, or a designated portion
             thereof, comprises such component.

         Following the November 2011 interest accrual period, the class A-SP
certificates will cease to accrue interest. In connection therewith, the class
A-SP certificates will have 0% pass-through rate for the December 2011 interest
accrual period and for each interest accrual period thereafter.

         The pass-through rate for the class A-X certificates for any interest
accrual period will equal the weighted average of the respective strip rates,
which we refer to as class A-X strip rates, at which interest accrues from time
to time on the respective components of the total notional amount of the class
A-X 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-C5
principal balance certificates. In general, the total principal balance of each
class of series 2004-C5 principal balance certificates will constitute a
separate component of the total notional amount of the class A-X certificates;
provided that, if a portion, but not all, of the total principal balance of any
such class of series 2004-C5 principal balance certificates is identified under
"--General" above as being part of the total notional amount of the class A-SP
certificates immediately prior to any distribution date, then that identified
portion of such total principal balance will represent one separate component of
the total notional amount of the class A-X 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



                                     S-133


the total notional amount of the class A-X 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 November 2011 interest accrual period, on any particular
component of the total notional amount of class A-X certificates immediately
prior to the related distribution date, the applicable class A-X strip rate will
be calculated as follows:

         o   if such particular component consists of the entire total principal
             balance of any class of series 2004-C5 principal balance
             certificates, and if such total principal balance also constitutes,
             in its entirety, a component of the total notional amount of the
             class A-SP certificates immediately prior to the related
             distribution date, then the applicable class A-X strip rate will
             equal the excess, if any, of (1) the Weighted Average Net Mortgage
             Pass-Through Rate for the related distribution date, over (2) the
             reference rate specified on Exhibit D to this prospectus supplement
             with respect to the related distribution date;

         o   if such particular component consists of a designated portion (but
             not all) of the total principal balance of any class of series
             2004-C5 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 A-SP
             certificates immediately prior to the related distribution date,
             then the applicable class A-X strip rate will equal the excess, if
             any, of (1) the Weighted Average Net Mortgage Pass-Through Rate for
             the related distribution date, over (2) the reference rate
             specified on Exhibit D to this prospectus supplement with respect
             to the related distribution date;

         o   if such particular component consists of the entire total principal
             balance of any class of series 2004-C5 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 A-SP certificates immediately prior to the
             related distribution date, then the applicable class A-X strip rate
             will equal the excess, if any, of (1) the Weighted Average Net
             Mortgage Pass-Through Rate for the related distribution date, over
             (2) the pass-through rate in effect during the subject interest
             accrual period for the subject class of series 2004-C5 principal
             balance certificates; and

         o   if such particular component consists of a designated portion (but
             not all) of the total principal balance of any class of series
             2004-C5 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 A-SP
             certificates immediately prior to the related distribution date,
             then the applicable class A-X strip rate will equal the excess, if
             any, of (1) the Weighted Average Net Mortgage Pass-Through Rate for
             the related distribution date, over (2) the pass-through rate in
             effect during the subject interest accrual period for the subject
             class of series 2004-C5 principal balance certificates.

         Notwithstanding the foregoing, for purposes of accruing interest on the
class A-X certificates during each interest accrual period subsequent to the
November 2011 interest accrual period, the total principal balance of each class
of series 2004-C5 principal balance certificates will constitute a single
separate component of the total notional amount of the class A-X certificates,
and the applicable class A-X strip rate with respect to each such component for
each such interest accrual period will equal the excess, if any, of (a) the
Weighted Average Net Mortgage Pass-Through Rate for the related distribution
date, over (b) the pass-through rate in effect during the subject interest
accrual period for the class of series 2004-C5 principal balance certificates
whose principal balance makes up such component.

         The calculation of the Weighted Average Net Mortgage Pass-Through Rate
and the Net Mortgage Pass-Through Rate will be unaffected by any change in the
mortgage interest rate for any underlying 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 master servicer or the special servicer.

         The class R, class LR and class V certificates will not be interest-
bearing and, therefore, will not have pass-through rates.

         Principal Distributions. Subject to the Available P&I Funds and the
priority of distributions described below, the total amount of principal payable
with respect to the series 2004-C5 principal balance certificates, on each
distribution date will equal the Total Principal Distribution Amount for that
date.



                                     S-134


         In general, subject to the Available P&I Funds and the priority of
distributions described below, the total amount of principal to which the
holders of the class A-1, A-2, A-3, A-AB, A-4 and A-1-A certificates will be
entitled on each distribution date will, in the case of each of those classes,
generally equal:

         o   in the case of the class A-1-A certificates, an amount (not to
             exceed the total principal balance of the class A-1-A certificates
             outstanding immediately prior to the subject distribution date)
             equal to the portion of the Total Principal Distribution Amount for
             the subject distribution date that is attributable to loan group
             no. 2;

         o   in the case of the class A-AB certificates, an amount up to the
             Total Principal Distribution Amount for the subject distribution
             date (exclusive of any distributions of principal to which the
             holders of the class A-1-A certificates are entitled on the subject
             distribution date as described in the immediately preceding
             bullet), until the principal balance of the class A-AB certificate
             has been reduced to the targeted principal balance set forth for
             the class A-AB certificates for the subject distribution date on
             Exhibit E hereto;

         o   in the case of the class A-1 certificates, an amount (not to exceed
             the total principal balance of the class A-1 certificates
             outstanding immediately prior to the subject distribution date)
             equal to the Total Principal Distribution Amount for the subject
             distribution date (exclusive of any distributions of principal to
             which the holders of the class A-1-A and class A-AB certificates
             are entitled on the subject distribution date as described in the
             immediately preceding two bullets);

         o   in the case of the class A-2 certificates, an amount (not to exceed
             the total principal balance of the class A-2 certificates
             outstanding immediately prior to the subject distribution date)
             equal to the Total Principal Distribution Amount for the subject
             distribution date (exclusive of any distributions of principal to
             which the holders of the class A-1-A, A-AB and/or A-1 certificates
             are entitled on the subject distribution date as described in the
             immediately preceding three bullets);

         o   in the case of the class A-3 certificates, an amount (not to exceed
             the total principal balance of the class A-3 certificates
             outstanding immediately prior to the subject distribution date)
             equal to the Total Principal Distribution Amount for the subject
             distribution date (exclusive of any distributions of principal to
             which the holders of the class A-1-A, A-AB, A-1 and/or A-2
             certificates are entitled on the subject distribution date as
             described in the immediately preceding four bullets);

         o   in the case of the class A-AB certificates, an amount (not to
             exceed the total principal balance of the class A-AB certificates
             outstanding after application of principal as described in the
             fourth preceding bullet) equal to the Total Principal Distribution
             Amount for the subject distribution date (exclusive of any
             distributions of principal to which the holders of the class A-1-A,
             A-AB, A-1, A-2 and/or A-3 certificates are entitled on the subject
             distribution date as described in the immediately preceding five
             bullets); and

         o   in the case of the class A-4 certificates, an amount (not to exceed
             the total principal balance of the class A-4 certificates
             outstanding immediately prior to the subject distribution date)
             equal to the Total Principal Distribution Amount for the subject
             distribution date (exclusive of any distributions of principal to
             which the holders of the class A-1-A, A-AB, A-1, A-2 and/or A-3
             certificates are entitled on the subject distribution date as
             described in the immediately preceding six bullets).

         In addition, if the total principal balance of the class A-1, A-2, A-3,
A-AB and A-4 certificates is reduced to zero before the total principal balance
of the class A-1-A certificates is reduced to zero, then (subject to the
Available P&I Funds and the priority of distributions described below) the
holders of the class A-1-A certificates, to the extent necessary to reduce the
total principal balance of the class A-1-A certificates to zero, will be
entitled to an additional distribution of principal up to the portion of the
Total Principal Distribution Amount for each distribution date attributable to
loan group no. 1 (to the extent such portion of the Total Principal Distribution
Amount was not otherwise applied, on such distribution date, to reduce the total
principal balance of the class A-1, A-2, A-3, A-AB and/or A-4 certificates to
zero).

         Notwithstanding the foregoing, on each distribution date coinciding
with or following the Senior Principal Distribution Cross-Over Date, and in any
event on the final distribution date, assuming that any two or more of the A-1,
A-2, A-3, A-AB, A-4 and A-1-A classes are outstanding at that time,
distributions of principal on the A-1, A-2, A-3, A-AB, A-4 and/or A-1-A classes,
as applicable, will be made on a pro rata basis in accordance with the
respective total principal balances of those classes then outstanding, up to the
Total Principal Distribution Amount for the subject distribution date.

                                     S-135


         In general, subject to the Available P&I Funds and the priority of
distributions described below, the total amount of principal to which the
holders of the class A-J, B, C, D, E, F, G, H, J, K, L, M, N, O and P
certificates will be entitled on each distribution date will, in the case of
each of those classes, equal:

         o   the total principal balance of the subject class of series 2004-C5
             principal balance certificates outstanding immediately prior to the
             subject distribution date; and

         o   the excess, if any, of (a) the Total Principal Distribution Amount
             for the subject distribution date, over (b) the total principal
             balance of all other classes of series 2004-C5 principal balance
             certificates that, as described under "--Priority of Distributions"
             below, are senior in right of distribution to the subject class of
             series 2004-C5 principal balance certificates.

         IN NO EVENT WILL THE HOLDERS OF THE CLASS A-J, B, C, D, E, F, G, H, J,
K, L, M, N, O AND P CERTIFICATES BE ENTITLED TO RECEIVE ANY DISTRIBUTIONS OF
PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF THE CLASS A-1, A-2, A-3, A-AB,
A-4 AND A-1-A CERTIFICATES IS REDUCED TO ZERO. FURTHERMORE, IN NO EVENT WILL THE
HOLDERS OF ANY CLASS OF SERIES 2004-C5 PRINCIPAL BALANCE CERTIFICATES (EXCLUSIVE
OF THE CLASS A-1, A-2, A-3, A-AB, A-4 AND A-1-A CERTIFICATES) BE ENTITLED TO
RECEIVE ANY DISTRIBUTIONS OF PRINCIPAL UNTIL THE TOTAL PRINCIPAL BALANCE OF ALL
OTHER MORE SENIOR CLASSES OF SERIES 2004-C5 PRINCIPAL BALANCE CERTIFICATES IS
REDUCED TO ZERO.

         If the master servicer or the trustee reimburses itself out of general
collections on the mortgage pool for any advance that it or the special servicer
has determined is not recoverable out of collections on the related mortgage
loan, then that advance (together with accrued interest thereon) will be deemed,
to the fullest extent permitted, to be reimbursed first out of payments and
other collections of principal otherwise distributable on the series 2004-C5
certificates, prior to being deemed reimbursed out of payments and other
collections of interest otherwise distributable on the series 2004-C5
certificates.

         Additionally, in the event that any advance (including any interest
accrued thereon) with respect to a defaulted underlying mortgage loan remains
unreimbursed following the time that such underlying mortgage loan is modified
and returned to performing status, the master servicer or the trustee will be
entitled to reimbursement for that advance (even though that advance is not
deemed nonrecoverable out of collections on the related underlying mortgage
loan), on a monthly basis, out of -- but solely out of -- payments and other
collections of principal on all the underlying mortgage loans after the
application of those principal payments and collections to reimburse any party
for nonrecoverable debt service advances and/or servicing advances as described
in the prior paragraph (thereby reducing the amount of principal otherwise
distributable on the series 2004-C5 certificates on the related distribution
date). If any such advance is not reimbursed in whole on any distribution date
due to insufficient 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 underlying mortgage loan, then
the master servicer or the trustee, 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.

         Class A-AB Targeted Principal Balance. The "Class A-AB Targeted
Principal Balance" for any distribution date is the balance shown for such
distribution date in the table set forth in Exhibit E to this prospectus
supplement. Such balances were calculated using, among other things, the
Modeling Assumptions. Based on such assumptions, the total principal balance of
the Class A-AB Certificates on each distribution date would be reduced to
approximately the balance indicated for such distribution date on the table.
There is no assurance, however, that the Mortgage Loans will perform in
conformity with the Modeling Assumptions. Therefore, there can be no assurance
that the balance of the Class A-AB Certificates on any distribution date will be
equal to the approximate balance that is specified for such distribution date in
the table. In particular, once the total principal balances of the Class A-1-A
Certificates, Class A-1, Class A-2 and Class A-3 Certificates have been reduced
to zero, any remaining portion on any distribution date of the Total Principal
Distribution Amount attributable to loan group no. 2 will be distributed on the
Class A-AB Certificates until the total principal balance of the Class A-AB
Certificates is reduced to zero, and once the total principal balances of the
Class A-1, Class A-2 and Class A-3 Certificates have been reduced to zero, any
remaining portion on any distribution date of the Total Principal Distribution
Amount attributable to loan group no. 1 will be distributed on the Class A-AB
Certificates until the total principal balance of the Class A-AB Certificates is
reduced to zero.

         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-C5 principal balance certificates may be reduced without a corresponding
distribution of principal. If that occurs with respect to any class of series
2004-C5 principal balance certificates, then, subject to the Available P&I Funds
for each subsequent



                                     S-136


distribution date and the priority of distributions described below, the holders
of that class will be entitled to be reimbursed for the amount of that
reduction, without interest. References to "loss reimbursement amount" in this
prospectus supplement mean, in the case of any class of series 2004-C5 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.

         Priority of Distributions. On each distribution date, the certificate
administrator will apply the Available P&I Funds 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 P&I Funds:



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

       1st              A-1, A-2, A-3,    From the portion of the Available P&I Funds attributable to the underlying mortgage
                        A-AB and A-4*     loans in loan group no. 1, interest up to the total interest distributable on those
                                          classes, pro rata based on the respective interest entitlements of those classes

                            A-1-A*        From the portion of the Available P&I Funds attributable to the underlying  mortgage
                                          loans in loan group no. 2, interest up to the total interest  distributable  on that
                                          class

                        A-X and A-SP*     From the entire Available P&I Funds, interest up to the total interest distributable
                                          on those classes, pro rata based on the respective interest entitlements of those
                                          classes, without regard to loan groups

       2nd                A-1, A-2,       Principal up to the portion of the Total Principal Distribution Amount that is
                        A-3, A-AB and     attributable to loan group no. 1 (and, if the class A-1-A  certificates are retired,
                            A-4**         any portion of the Total Principal Distribution Amount that is attributable to loan
                                          group no. 2), to class A-AB until the principal balance of the class A-AB certificates
                                          has been reduced to the targeted principal balance set forth for the class A-AB
                                          certificates for the subject distribution date on Exhibit E hereto, then class
                                          A-1, A-2, A-3, A-AB and A-4 certificates in that order, in each case until the
                                          total principal balance of that class has been reduced to zero

                           A-1-A**        Principal up to the portion of the Total Principal Distribution Amount that is
                                          attributable to loan group no. 2 (and, if the class A-4 certificates are retired,
                                          any portion of the Total Principal Distribution Amount that is attributable to
                                          loan group no. 1), until the total principal balance of that class has been
                                          reduced to zero

       3rd             A-1, A-2, A-3,     Reimbursement up to the loss reimbursement amounts for those classes, pro rata
                       A-AB, A-4 and      based on the respective loss reimbursement amounts for those classes
                           A-1-A


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

*    If the portion of the Available P&I Funds allocable to pay interest on any
     one or more of the A-1, A-2, A-3, A-AB, A-4, A-1-A, A-X and A-SP classes,
     as set forth in the table above, is insufficient for that purpose, then the
     Available P&I Funds will be applied to pay interest on all those classes,
     pro rata based on entitlement.

**   In general, no payments of principal will be made in respect of the class
     A-1 certificates until the total principal balance of the class A-AB
     certificates is reduced to the balance set forth on Exhibit E hereto, no
     payments of principal will be made in respect of the class A-2 certificates
     until the total principal balance of the class A-1 certificates is reduced
     to zero, no payments of principal will be made in respect of the class A-3
     certificates until the total principal balance of the class A-2
     certificates is reduced to zero, no payments of principal will be made in
     respect of the class A-AB certificates (except as necessary to reduce the
     total principal balance of such class to the balance set forth on Exhibit E
     hereto) until the total principal balance of the class A-3 certificates is
     reduced to zero, no payments of principal will be made in respect of the
     class A-4 certificates until the total principal balance of the class A-AB
     certificates is reduced to zero. In addition, for purposes of receiving
     distributions of principal from the portion of the Total Principal
     Distribution Amount attributable to loan group no. 1, the holders of the
     class A-1, A-2, A-3, A-AB and A-4 certificates will have a prior right,
     relative to the holders of the class A-1-A certificates, to any such funds;
     and, for purposes of receiving distributions of principal from the portion
     of the Total Principal Distribution Amount attributable to loan group no.
     2, the holders of the class A-1-A certificates will have a prior right,
     relative to the holders of the class A-1, A-2, A-3, A-AB and A-4
     certificates, to any such funds. On and after the Senior Principal
     Distribution Cross-Over Date and, in any event on the final distribution
     date, principal distributions on the A-1, A-2, A-3, A-AB, A-4 and A-1-A
     classes will be made on a pro rata basis in accordance with outstanding
     balances.



                                     S-137




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

       4th                   A-J          Interest up to the total interest distributable on that class

       5th                   A-J          Principal up to the total principal distributable on that class

       6th                   A-J          Reimbursement up to the loss reimbursement amount for that class

       7th                    B           Interest up to the total interest distributable on that class

       8th                    B           Principal up to the total principal distributable on that class

       9th                    B           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
       10th                   C           Interest up to the total interest distributable on that class

       11th                   C           Principal up to the total principal distributable on that class

       12th                   C           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
       13th                   D           Interest up to the total interest distributable on that class

       14th                   D           Principal up to the total principal distributable on that class

       15th                   D           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
       16th                   E           Interest up to the total interest distributable on that class

       17th                   E           Principal up to the total principal distributable on that class

       18th                   E           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
       19th                   F           Interest up to the total interest distributable on that class

       20th                   F           Principal up to the total principal distributable on that class

       21st                   F           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
       22nd                   G           Interest up to the total interest distributable on that class

       23rd                   G           Principal up to the total principal distributable on that class

       24th                   G           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      25th                    H           Interest up to the total interest distributable on that class

      26th                    H           Principal up to the total principal distributable on that class

      27th                    H           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      28th                    J           Interest up to the total interest distributable on that class

      29th                    J           Principal up to the total principal distributable on that class

      30th                    J           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      31st                    K           Interest up to the total interest distributable on that class

      32nd                    K           Principal up to the total principal distributable on that class

      33rd                    K           Reimbursement up to the loss reimbursement amount for that class




                                     S-138




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

      34th                    L           Interest up to the total interest distributable on that class

      35th                    L           Principal up to the total principal distributable on that class

      36th                    L           Reimbursement up to the loss reimbursement amount for that class

      37th                    M           Interest up to the total interest distributable on that class

      38th                    M           Principal up to the total principal distributable on that class

      39th                    M           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      40th                    N           Interest up to the total interest distributable on that class

      41st                    N           Principal up to the total principal distributable on that class

      42nd                    N           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      43rd                    O           Interest up to the total interest distributable on that class

      44th                    O           Principal up to the total principal distributable on that class

      45th                    O           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      46th                    P           Interest up to the total interest distributable on that class

      47th                    P           Principal up to the total principal distributable on that class

      48th                    P           Reimbursement up to the loss reimbursement amount for that class
--------------------- ------------------- -------------------------------------------------------------------------------------
      49th                 R and LR       Any remaining portion of the Available P&I Funds


         Distributions of Static Prepayment Premiums and Yield Maintenance
Charges. If any Yield Maintenance Charge is collected during any particular
collection period in connection with the prepayment of any of the underlying
mortgage loans, then the certificate administrator will distribute that Yield
Maintenance Charge as additional interest, on the distribution date
corresponding to that collection period, as follows:

         o   the holders of any class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B,
             C, D, E, F, G and H certificates that are then entitled to
             distributions of principal on that distribution date out of that
             portion of the Total Principal Distribution Amount for that date
             that is attributable to the loan group (i.e., loan group no. 1 or
             loan group no. 2) that includes the prepaid mortgage loan, will be
             entitled to an amount equal to, in the case of each such class, the
             product of--

             1.  the amount of the subject Yield Maintenance Charge multiplied
                 by

             2.  a fraction, not greater than one or less than zero, the
                 numerator of which is equal to the excess, if any, of the
                 pass-through rate applicable to that class of series 2004-C5
                 principal balance certificates for the related interest accrual
                 period, over the relevant discount rate, and the denominator of
                 which is equal to the excess, if any, of the mortgage interest
                 rate for the prepaid mortgage loan, over the relevant discount
                 rate, multiplied by

             3.  a fraction, not greater than one or less than zero, the
                 numerator of which is equal to the total distributions of
                 principal to be made with respect to that class of series
                 2004-C5 principal balance certificates on the subject
                 distribution date from that portion of the Total Principal
                 Distribution Amount for that date that is attributable to the
                 loan group that includes the prepaid mortgage loan, and the
                 denominator of which is equal to that portion of the Total
                 Principal Distribution Amount for the subject distribution date
                 that is attributable to the loan group that includes the
                 prepaid mortgage loan; and

                                     S-139


         o   any portion of the subject Yield Maintenance Charge that may remain
             after any distribution(s) contemplated by the prior bullet will be
             distributed as follows:

             1.  for each of the first 36 distribution dates, if the class A-SP
                 certificates are then outstanding, 13.00% of such amount to the
                 holders of the class A-SP certificates and 87.00% of such
                 amount to the holders of the class A-X certificates; and

             2.  otherwise, entirely to the holders of the class A-X
                 certificates.

         For purposes of the foregoing, the relevant discount rate will, in
general, be the same discount rate that was used to calculate the subject Yield
Maintenance Charge, exclusive of any applicable spread. However, in the case of
any underlying mortgage loan that provides for a discount rate that is equal to
or based on a U.S. Treasury rate that has not been converted to a monthly
equivalent rate, the relevant discount rate for purposes of the foregoing,
exclusive of any applicable spread, will be so converted.

                  If any Static Prepayment Premium is collected during any
particular collection period in connection with the prepayment of any of the
underlying mortgage loans, then the certificate administrator will distribute
that Static Prepayment Premium as additional interest, on the distribution date
corresponding to that collection period, as follows:

         o   the holders of any class A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B,
             C, D, E, F, G and H Certificates that are then entitled to
             distributions of principal on the subject distribution date out of
             that portion of the Total Principal Distribution Amount for that
             date that is attributable to the loan group (i.e., loan group no. 1
             or loan group no. 2) that includes the prepaid mortgage loan will
             be entitled to an amount equal to, in the case of each such class,
             the product of--

             1. the amount of the subject Static Prepayment Premium, multiplied
         by

             2. a fraction, not greater than one or less than zero, the
         numerator of which is equal to the excess, if any, of the pass-through
         rate applicable to that class of series 2004-C5 principal balance
         certificates for the related interest accrual period, over the relevant
         discount rate, and the denominator of which is equal to the excess, if
         any, of the mortgage interest rate for the prepaid mortgage loan, over
         the relevant discount rate, multiplied by

             3. a fraction, not greater than one or less than zero, the
         numerator of which is equal to the total distributions of principal to
         be made with respect to that class of series 2004-C5 principal balance
         certificates on the subject distribution date from that portion of the
         Total Principal Distribution Amount for that date that is attributable
         to the loan group that includes the prepaid mortgage loan, and the
         denominator of which is equal to the Total Principal Distribution
         Amount for the subject distribution date that is attributable to the
         loan group that includes the prepaid mortgage loan; and

         o   any portion of the subject Static Prepayment Premium that may
             remain after any distribution(s) contemplated by the prior bullets
             will be distributable to the holders of the class A-X certificates.

         For purposes of the foregoing, the relevant discount rate will, in
general, be the same discount rate, calculated based on the remaining term to
maturity at the time of prepayment, that would have been used to calculate a
Yield Maintenance Charge if a Yield Maintenance Charge had been payable,
exclusive of any applicable spread. The relevant discount rate for purposes of
the foregoing will be converted to a monthly equivalent rate.

         After the distribution date on which the last of the offered
certificates is retired, 100% of all Yield Maintenance Charges collected on the
underlying mortgage loans will be distributed as additional interest to the
holders of non-offered classes of the series 2004-C5 certificates.

         As described under "The Pooling and Servicing Agreement--Servicing and
Other Compensation and Payment of Expenses" in this prospectus supplement,
liquidation fees may be paid from Yield Maintenance Charges and Static
Prepayment Premiums. In such cases, the formulas described above for allocating
any Yield Maintenance Charge and Static Prepayment Premium to any particular
class of series 2004-C5 certificates will be applied to the charges in question,
net of any liquidation fee payable therefrom.

         Neither we nor any of the underwriters makes any representation as to--

         o   the enforceability of any provision of the underlying mortgage
             loans requiring the payment of any Yield Maintenance Charge, or



                                     S-140


         o   the collectability of that Yield Maintenance Charge.

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

         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 that are applied as Post-ARD Additional Interest.

TREATMENT OF REO PROPERTIES

         Notwithstanding that any mortgaged real property may be acquired as
part of the trust fund through foreclosure, deed-in-lieu of foreclosure or
otherwise, the related underlying 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-C5 certificates,

         o   allocations of Realized Losses and Additional Trust Fund Expenses
             to the series 2004-C5 certificates, and

         o   the amount of all fees payable to the master servicer, the special
             servicer, the trustee and the certificate administrator under the
             pooling and servicing agreement.

         In connection with the foregoing, the related underlying mortgage loan
will be taken into account when determining the Weighted Average Net Mortgage
Pass-Through Rate and the Total 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 master servicer, the special
             servicer and/or the trustee for the payment of, any 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 underlying mortgage loan.

         To the extent described under "--Advances of Delinquent Monthly Debt
Service Payments" below, the master servicer and the trustee will be required to
advance delinquent monthly debt service payments with respect to each underlying
mortgage loan as to which the corresponding mortgaged real property has become
an REO Property, in all cases as if that underlying 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 mortgage pool may decline below the total
principal balance of the series 2004-C5 principal balance certificates. If this
occurs following the distributions made to the 2004-C5 certificateholders on any
distribution date, then: the respective total principal balances of the
following classes of the series 2004-C5 certificates are to be sequentially
reduced in the following order, until the total principal balance of those
classes of series 2004-C5 certificates equals the total Stated Principal Balance
of the mortgage pool (which total Stated Principal Balance will be increased,
for this purpose only, by amounts of principal previously used to reimburse
nonrecoverable advances and certain advances related to rehabilitated mortgage
loans, as described herein under "--Advances of Delinquent Monthly Debt Service
Payments" and "The Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses--Payment of Expenses; Servicing Advances,"
other than any such amounts previously used to reimburse advances with respect
to mortgage loans that have since become liquidated loans) that will be
outstanding immediately following that distribution date.

                                     S-141


     ORDER OF ALLOCATION                   CLASS
   -----------------------       ----------------------
             1st                             P
             2nd                             O
             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
                                   A-1, A-2, A-3, A-AB,
             16th                      A-4 and A-1-A*

---------------------------
*    Pro rata based on the respective total outstanding principal balances of
     the subject classes.

         The above-described reductions in the total principal balances of the
respective classes of the series 2004-C5 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 underlying mortgage loans and those classes of series 2004-C5
certificates.

         The Realized Loss, if any, in connection with the liquidation of a
defaulted underlying 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 subject mortgage loan as
             of the date of liquidation, together with--

             1.  all accrued and unpaid interest on the subject mortgage loan to
                 but not including the due date in the collection period in
                 which the liquidation occurred, 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, over

         o   the total amount of liquidation proceeds, if any, recovered in
             connection with the liquidation, net of select items that may be
             payable or reimbursable from those proceeds to the respective
             parties to the pooling and servicing agreement;

provided that, in the case of the Eastgate Mall Mortgage Loan, the foregoing
calculation will be made with respect to the entire Eastgate Mall Total Loan
with any resulting Realized Loss to be allocated first, to the two (2) Eastgate
Mall Junior Companion Loans, sequentially in reverse order of their payment
priorities, in each case up to the unpaid principal balance of the subject
Eastgate Mall Junior Companion Loan, and then, to the Eastgate Mall Mortgage
Loan. In addition, in the case of the FedEx-Midway Mortgage Loan, the foregoing
calculation will be made with respect to the entire FedEx-Midway Total Loan with
any resulting Realized Loss to be allocated first, to the FedEx-Midway Junior
Companion Loan up to the unpaid principal balance of the FedEx-Midway Junior
Companion Loan, and then, to the FedEx-Midway Mortgage Loan.

         If any portion of the debt due under any of the underlying mortgage
loans is forgiven, whether in connection with a modification, waiver or
amendment granted or agreed to by the master servicer or the special servicer or
in connection with the bankruptcy, 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.

         The following items, to the extent that they are paid out of
collections on the mortgages pool (other than late payment charges and/or
Default Interest collected on the underlying mortgage loans), are some examples
of Additional Trust Fund Expenses:

         o   any special servicing fees, work-out fees and liquidation fees paid
             to the special servicer;

         o   any interest paid to the master servicer, the special servicer
             and/or the trustee with respect to advances;



                                     S-142


         o   the cost of various opinions of counsel required or permitted to be
             obtained in connection with the servicing of the underlying
             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 indemnifications to the trustee or the
                 certificate administrator, as described under "Description of
                 the Governing Documents--Matters Regarding the Trustee" in the
                 accompanying prospectus,

             2.  any reimbursements and indemnification to the master servicer,
                 the special servicer and us, as described under "Description of
                 the Governing Documents--Matters Regarding the Master Servicer,
                 the Special Servicer, the Manager and Us" 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
                 "Federal Income Tax Consequences--REMICs--Prohibited
                 Transactions Tax and Other Taxes" in the accompanying
                 prospectus;

         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 pooling and servicing agreement or the related
             mortgage loan seller; and

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

         Late payment charges and Default Interest collected with respect to any
underlying mortgage loan are to be applied to pay interest on any advances that
have been or are being reimbursed with respect to that mortgage loan. In
addition, late payment charges and Default Interest collected with respect to
any underlying mortgage loan are also to be applied to reimburse the trust for
any Additional Trust Fund Expenses previously incurred by the trust with respect
to that mortgage loan. Late payment charges and Default Interest collected with
respect to any underlying mortgage loan that are not so applied to pay interest
on advances or to reimburse the trust for previously incurred Additional Trust
Fund Expenses will be paid to the master servicer and/or the special servicer as
additional servicing compensation.

ADVANCES OF DELINQUENT MONTHLY DEBT SERVICE PAYMENTS

         The 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,
Post-ARD Additional Interest and Default Interest, and assumed monthly debt
service payments, in each case net of related master servicing fees and work-out
fees, that--

         o   were due or deemed due, as the case may be, with respect to the
             underlying mortgage loans during the related collection period, and

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

         The master servicer, special servicer or trustee will not be required
to make a monthly debt service advance with respect to any Companion Loan.

         Notwithstanding the foregoing, if it is determined that an Appraisal
Reduction Amount exists with respect to any mortgage loan in the trust fund,
then the 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 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 underlying 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

                                     S-143


         o   a fraction--

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

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

         Notwithstanding the foregoing, any reduction in advances with respect
to the Eastgate Mall Mortgage Loan in accordance with the preceding paragraph
will be based on the portion of any Appraisal Reduction Amount calculated with
respect to the entire Eastgate Mall Total Loan that is allocable to the Eastgate
Mall Mortgage Loan. The special servicer will calculate any Appraisal Reduction
Amount with respect to the Eastgate Mall Total Loan in generally the same manner
described in this prospectus supplement as if it was an individual underlying
mortgage loan and will then allocate that appraisal reduction amount, first, to
the two (2) Eastgate Mall Junior Companion Loans, sequentially in reverse order
of their payment priorities, in each case up to the unpaid principal balance of
the subject Eastgate Mall Junior Companion Loan, and then, to the Eastgate Mall
Mortgage Loan. In addition, any reduction in advances with respect to the
FedEx-Midway Mortgage Loan in accordance with the preceding paragraph will be
based on the portion of any Appraisal Reduction Amount calculated with respect
to the entire FedEx-Midway Total Loan that is allocable to the FedEx-Midway
Mortgage Loan. The special servicer will calculate any Appraisal Reduction
Amount with respect to the FedEx-Midway Total Loan in generally the same manner
described in this prospectus supplement as if it was an individual underlying
mortgage loan and will then allocate that appraisal reduction amount, first, to
the FedEx-Midway Junior Companion Loan up to the unpaid principal balance of the
FedEx-Midway Junior Companion Loan, and then, to the FedEx-Midway Mortgage Loan.

         With respect to any distribution date, the 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 pooling and
servicing agreement, out of funds held in the master servicer's collection
account that are not required to be paid on the series 2004-C5 certificates on
that distribution date.

         Neither the master servicer nor the trustee is required to make any
monthly debt service advances with respect to a Companion Loan. Neither the
holder of a Companion Loan nor any related servicer or any party associated with
a securitization of a Companion Loan is required to make any monthly debt
service advance with respect to the related underlying mortgage loan or any
servicing advance with respect to the related mortgaged real property.

         If the master servicer fails to make a required monthly debt service
advance and the trustee is aware of that failure, the trustee will be obligated
to make that advance.

         The master servicer and the trustee will each be entitled to recover
any monthly debt service advance made by it out of its own funds, from
collections on the underlying mortgage loan as to which the advance was made.
Neither the master servicer nor the trustee will be obligated to make any
monthly debt service advance that, in its judgment, would not ultimately be
recoverable out of collections on the related underlying mortgage loan and shall
not make any monthly debt service advance that the special servicer determines
would not be ultimately recoverable out of collections on the related underlying
mortgage loan. If the master servicer or the trustee makes any monthly debt
service advance with respect to any of the underlying mortgage loans that it or
the special servicer subsequently determines will not be recoverable out of
collections on that underlying mortgage loan, it may obtain reimbursement for
that advance, together with interest accrued on the advance as described in the
third succeeding paragraph, out of general collections on the underlying
mortgage loans and any REO Properties in the trust fund on deposit in the master
servicer's collection account from time to time. See "Description of the
Certificates--Advances" in the accompanying prospectus and "The Pooling and
Servicing Agreement--Collection Account" in this prospectus supplement. Any
reimbursement of a nonrecoverable debt service advance (including interest
accrued thereon) as described in the second preceding sentence will be deemed to
be reimbursed first from payments and other collections of principal on the
underlying mortgage loans that are on deposit in the collection account (thereby
reducing the amount of principal otherwise distributable on the series 2004-C5
certificates on the related distribution date) prior to application of such
reimbursement against any other general collections on deposit therein. The
trustee may conclusively rely on the determination of the master servicer
regarding the nonrecoverability of any monthly debt service advance, and the
trustee and the master servicer will conclusively rely on the determination of
the special servicer regarding the nonrecoverability of any monthly debt service
advance.

         Notwithstanding the foregoing, however, upon a determination that a
previously made monthly debt service advance is not recoverable out of
collections on the related underlying mortgage loan, instead of obtaining
reimbursement out of general collections on the mortgage pool immediately,
either of the master servicer or the trustee, as applicable, may, in its sole
discretion, elect to obtain reimbursement for such nonrecoverable monthly debt
service advance over a period of time (not to exceed 12 months), with interest
thereon at the prime rate described in the second succeeding paragraph. At any
time



                                     S-144


after such a determination to obtain reimbursement over time in accordance with
the preceding sentence, the master servicer or the trustee, as applicable, may,
in its sole discretion, decide to obtain reimbursement out of general
collections on the mortgage pool immediately. The fact that a decision to
recover a nonrecoverable monthly debt service advance over time, or not to do
so, benefits some classes of series 2004-C5 certificateholders to the detriment
of other classes of series 2004-C5 certificateholders will not constitute a
violation of the Servicing Standard by the master servicer or a violation of any
fiduciary duty owed by any party to the series 2004-C5 certificateholders.

         Additionally, in the event that any monthly debt service advance
(including any interest accrued thereon) with respect to a defaulted underlying
mortgage loan remains unreimbursed following the time that such underlying
mortgage loan is modified and returned to performing status, the master servicer
or the trustee will be entitled to reimbursement for that advance (even though
that advance is not deemed nonrecoverable out of collections on the related
underlying mortgage loan), on a monthly basis, out of -- but solely out of --
payments and other collections of principal on all the underlying mortgage loans
after the application of those principal payments and collections to reimburse
any party for nonrecoverable debt service advances and/or servicing advances as
described in the prior paragraph (thereby reducing the amount of principal
otherwise distributable on the series 2004-C5 certificates on the related
distribution date). If any such advance is not reimbursed in whole on any
distribution date due to insufficient 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 underlying
mortgage loan, then the master servicer or the trustee, 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.

         The master servicer and the trustee will each be entitled to receive
interest on monthly debt service advances made by that party out of its own
funds. That interest will accrue on the amount of each monthly debt service
advance for so long as that advance is outstanding from the date made (or, if
made prior to the end of the applicable grace period, from the end of that grace
period), 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
made with respect to any mortgage loan in the trust fund will be payable in
connection with the reimbursement of that monthly debt service advance--

         o   first, out of any Default Interest and late payment charges
             collected on that mortgage loan subsequent to the accrual of that
             advance interest, and

         o   then, at the time or after the advance has been reimbursed, if and
             to the extent that the Default Interest and late payment charges
             referred to in the prior bullet are insufficient to cover the
             advance interest, out of any amounts then on deposit in the master
             servicer's collection account.

         To the extent not offset by Default Interest and/or late payment
charges accrued and actually collected on the related underlying mortgage loan,
interest accrued on outstanding monthly debt service advances will result in a
reduction in amounts payable on the series 2004-C5 certificates. Amounts paid to
the master servicer or the trustee out of general collections on the mortgage
pool to cover interest on advances made by it with respect to any underlying
mortgage loan will be offset by Default Interest and late payment charges, if
any, subsequently collected on that mortgage loan.

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

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

         The assumed monthly debt service payment deemed due on any underlying
mortgage loan described in the prior sentence will equal, for its maturity date
(if applicable) and for each successive due date following the relevant event
that it or any related REO Property remains part of the trust fund, the sum of
(a) the principal portion, if any, of the monthly debt service payment that
would have been due on the subject mortgage loan on the relevant date if the
related balloon payment had not come due or the related mortgaged real property
had not become an REO Property, as the case may be, and the subject mortgage
loan had, instead, continued to amortize and accrue interest according to its
terms in effect prior to that



                                     S-145


event, plus (b) one month's interest on the Stated Principal Balance of the
subject mortgage loan at the related mortgage interest rate (but not including
Post-ARD Additional Interest or Default Interest).

REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

         Certificate Administrator Reports. Based solely on information in
monthly reports prepared by the master servicer and the special servicer, and in
any event delivered to the certificate administrator, the certificate
administrator will be required to prepare and make available electronically or,
upon request, provide by first class mail, on each distribution date to each
registered holder of a series 2004-C5 certificate, a reporting statement
substantially in the form of, and containing substantially the information set
forth in, Exhibit B to this prospectus supplement. The certificate
administrator's reporting statement will detail the distributions on the series
2004-C5 certificates on that distribution date and the performance, both in
total and individually to the extent available, of the underlying mortgage loans
and the related mortgaged real properties. Recipients will be deemed to have
agreed to keep the subject information confidential.

         Due to the time required to collect all the necessary data and enter it
onto the master servicer's computer system, the master servicer is not required
to provide monthly reports, other than the loan periodic update file of the
standard Commercial Mortgage Securities Association investor reporting package,
before the distribution date in March 2005.

         Book-Entry Certificates. If you hold your offered certificates in
book-entry form through DTC, you may obtain direct access to the monthly reports
of the certificate administrator as if you were a registered certificateholder,
provided that you deliver a written certification to the certificate
administrator in the form attached to the pooling and servicing agreement
confirming your beneficial ownership in the offered certificates and agree to
keep the subject information confidential. Otherwise, until definitive
certificates are issued with respect to your offered certificates, the
information contained in the certificate administrator's 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 certificate administrator's internet
website. Conveyance of notices and other communications by DTC to the DTC
participants, and by the DTC participants to beneficial owners of the 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,
the master servicer, the special servicer, the trustee, the certificate
administrator and the certificate registrar are required to recognize as series
2004-C5 certificateholders only those persons in whose names the series 2004-C5
certificates are registered on the books and records of the certificate
registrar.

         Information Available Electronically. The certificate administrator
will make the certificate administrator's reports available each month via the
certificate administrator's internet website. In addition, the certificate
administrator will also make this prospectus supplement, the accompanying
prospectus, the pooling and servicing agreement and certain underlying mortgage
loan information as presented in the standard Commercial Mortgage Securities
Association investor reporting package formats available to any registered
holder or beneficial owner of an offered certificate and to certain other
persons via the certificate administrator's internet website in accordance with
the terms and provisions of the pooling and servicing agreement. The certificate
administrator's internet website will initially be located at
"http://www.etrustee.net." For assistance with the certificate administrator's
internet website certificateholders may call 312-904-7475.

         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 may require registration and the
acceptance of a disclaimer, as well as an agreement to keep the subject
information confidential and to indemnify the certificate administrator, in
connection with providing access to its internet website. The certificate
administrator will not be liable for the dissemination of information made by it
in accordance with the pooling and servicing agreement.

         Other Information. To the extent received, the pooling and servicing
agreement will obligate the certificate administrator (or, in the case of items
5., 6. and 7. below, the master servicer or the special servicer, as applicable,
or in the case of item 8, the trustee) to make available at its offices, during
normal business hours, upon reasonable advance written notice, or electronically
via its website, for review by any registered holder or beneficial owner of an
offered certificate or any person identified to the certificate administrator as
a prospective transferee (or licensed or registered investment adviser acting on
their behalf) of an offered certificate or any interest in that offered
certificates, originals or copies, in paper or electronic form, of, among other
things, the following items:

         1.  the pooling and servicing agreement, including exhibits, and any
             amendments to the pooling and servicing agreement;



                                     S-146


         2.  all monthly reports of the certificate administrator delivered, or
             otherwise electronically made available, to series 2004-C5
             certificateholders since the date of initial issuance of the
             offered certificates;

         3.  all officer's certificates delivered to the certificate
             administrator by the master servicer and/or the special servicer
             since the date of initial issuance of the offered certificates, as
             described under "The Pooling and Servicing Agreement--Evidence as
             to Compliance" in this prospectus supplement;

         4.  all accountant's reports delivered to the certificate administrator
             with respect to the master servicer and/or the special servicer
             since the date of initial issuance of the offered certificates, as
             described under "The Pooling and Servicing Agreement--Evidence as
             to Compliance" in this prospectus supplement;

         5.  the most recent inspection report with respect to each mortgaged
             real property securing an underlying mortgage loan prepared by the
             master servicer or the special servicer, as described under "The
             Pooling and Servicing Agreement--Inspections; Collection of
             Operating Information" in this prospectus supplement;

         6.  the most recent appraisal, if any, with respect to each mortgaged
             real property securing a mortgage loan in the trust fund obtained
             by the master servicer or the special servicer;

         7.  the most recent quarterly and annual operating statement and rent
             roll for each mortgaged real property securing an underlying
             mortgage loan and financial statements of the related borrower
             collected by the master servicer or the special servicer, as
             described under "The Pooling and Servicing Agreement--Inspections;
             Collection of Operating Information" in this prospectus supplement;
             and

         8.  the mortgage files for the underlying mortgage loans, including all
             documents, such as modifications, waivers and amendments, that are
             to be added to those mortgage files from time to time and any
             updated list of exceptions to the trustee's review of the mortgage
             files for the underlying mortgage loans.

         Copies of any and all of the foregoing items will be available from the
certificate administrator, the master servicer, the special servicer or the
trustee, as applicable, upon request. However, except with respect to the Series
2004-C5 Directing Certificateholder (to the extent such request is not excessive
or duplicative), the certificate administrator, the trustee, the master servicer
or the special servicer, as applicable, will be permitted to require payment of
a sum sufficient to cover the reasonable costs and expenses of providing the
copies.

         In connection with providing access to or copies of the items described
above to registered holders, beneficial owners and prospective purchasers (or
licensed or registered investment adviser acting on their behalf) of series
2004-C5 certificates, the certificate administrator, the trustee, the master
servicer or the special servicer, as applicable, may require:

         o   in the case of a registered holder or beneficial owner of an
             offered certificate, a written confirmation executed by the
             requesting person or entity, in the form attached to the pooling
             and servicing agreement or otherwise acceptable to the certificate
             administrator, the trustee, the master servicer or the special
             servicer, as applicable, generally to the effect that the person or
             entity is a registered holder or beneficial owner of offered
             certificates, will keep the information confidential and will
             indemnify the certificate administrator, the trustee, the master
             servicer and the special servicer; and

         o   in the case of a prospective purchaser (or licensed or registered
             investment adviser acting on their behalf) of an offered
             certificate or any interest in that offered certificate,
             confirmation executed by the requesting person or entity, in the
             form attached to the pooling and servicing agreement or otherwise
             acceptable to the certificate administrator, the trustee, the
             master servicer or the special servicer, as applicable, generally
             to the effect that the person or entity is a prospective purchaser
             (or licensed or registered investment adviser acting on their
             behalf) of offered certificates or an interest in offered
             certificates, is requesting the information for use in evaluating a
             possible investment in the offered certificates, will otherwise
             keep the information confidential and will indemnify the
             certificate administrator, the trustee, the master servicer and the
             special servicer.



                                     S-147


VOTING RIGHTS

         The voting rights for the series 2004-C5 certificates will be allocated
as follows:

         o   99% of the voting rights will be allocated to the class A-1, A-2,
             A-3, A-AB, A-4, A-1-A, A-J, B, C, D, E, F, G, H, J, K, L, M, N, O
             and P certificates, in proportion to the respective total principal
             balances of those classes;

         o   1% of the voting rights will be allocated to the class A-X and A-SP
             certificates, in proportion to the respective notional amounts of
             those classes; and

         o   0% of the voting rights will be allocated to the holders of the
             class R, LR and V certificates.

         Voting rights allocated to a class of series 2004-C5 certificateholders
will be allocated among those certificateholders in proportion to their
respective percentage interests in that class.

                        YIELD AND MATURITY CONSIDERATIONS

YIELD CONSIDERATIONS

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

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

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

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

         o   the pass-through rate for the certificate,

         o   the rate and timing of principal payments, including principal
             prepayments, and other principal collections on the underlying
             mortgage loans and the extent to which those amounts are to be
             applied or otherwise result in reduction of the principal balance
             of the certificate,

         o   the rate, timing and severity of Realized Losses and Additional
             Trust Fund Expenses and the extent to which those losses and
             expenses result in the reduction of the principal balance of the
             certificate, and

         o   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 on the certificate.

         Pass-Through Rates. The pass-through rates on the class B, C and D
certificates will be variable and will be equal to or limited by the Weighted
Average Net Mortgage Pass-Through Rate from time to time. The Weighted Average
Net Mortgage Pass-Through Rate would decline if the rate of principal payments
on the underlying mortgage loans with higher Net Mortgage Interest Rates was
faster than the rate of principal payments on the underlying mortgage loans with
lower Net Mortgage Interest Rates. Accordingly, the yields on each of those
classes of offered certificates will be sensitive to changes in the relative
composition of the mortgage pool as a result of scheduled amortization,
voluntary prepayments and liquidations of underlying mortgage loans following
default. The Weighted Average Net Mortgage Pass-Through Rate will not be
affected by modifications, waivers or amendments with respect to the underlying
mortgage loans.

         Rate and Timing of Principal Payments. The yield to maturity on any
offered certificates purchased at a discount or a premium will be affected by,
the rate and timing of principal distributions made in reduction of the total
principal balances of those certificates. In turn, the rate and timing of
principal distributions that are paid or otherwise result in reduction of the
total principal balance of any offered certificate will be directly related to
the rate and timing of principal payments on or with respect to the underlying
mortgage loans. Finally, the rate and timing of principal payments on or with
respect to the underlying 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 underlying
mortgage loans due to defaults, casualties or condemnations affecting the
mortgaged real properties, or purchases or other removals of underlying mortgage
loans from the trust fund.



                                     S-148


         As described in this prospectus supplement, the principal up to the
portion of the Total Principal Distribution Amount that is attributable to loan
group no. 1 (and, after the class A-1-A certificates have been reduced to zero,
any portion of the Total Principal Distribution Amount that is attributable to
loan group no. 2) for each distribution date will be distributable entirely in
respect of the class A-1, A-2, A-3, A-AB and A-4 certificates in that order
(except that the class A-AB certificates will receive distributions of principal
prior to such other classes until the balance thereof has been reduced to the
targeted principal balance set forth for the class A-AB certificates for the
subject distribution date on Exhibit E hereto), in each case until the total
principal balance of that class is reduced to zero, and the principal up to the
portion of the Total Principal Distribution Amount that is attributable to loan
group no. 2 (and after the class A-4 certificates have been reduced to zero, any
portion of the Total Principal Distribution Amount that is attributable to loan
group no. 1) for each distribution date will be generally distributable to the
class A-1-A certificates. Following retirement of the class A-1, A-2, A-3, A-AB,
A-4 and A-1-A certificates, the Total Principal Distribution Amount for each
distribution date will be distributable entirely in respect of the remaining
classes, sequentially in alphabetical order of class designation, in each such
case until the related certificate balance is reduced to zero. With respect to
the class A-AB certificates, the extent to which the principal balance of the
class A-AB certificates has been reduced to the targeted principal balance set
forth for the class A-AB certificates for the subject distribution date on
Exhibit E hereto, the sensitivity of the class A-AB certificates to principal
prepayments on the mortgage loans will depend in part on the period of time
during which (i) the class A-1, A-2 and A-3 certificates remain outstanding with
respect to principal attributable to loan group no. 1 and (ii) the class A-1-A,
A-1, A-2 and A-3 certificates remain outstanding with respect to principal
attributable to loan group no. 2. In particular, once such classes are no longer
outstanding, any remaining portion on any distribution date of the portion of
the Total Principal Distribution Amount that is attributable to loan group no. 2
and/or the portion of the Total Principal Distribution Amount that is
attributable to loan group no. 1, as applicable, will be distributed on the
class A-AB certificates until the total principal balance of the class A-AB
certificates is reduced to zero. As such, the class A-AB certificates will
become more sensitive to the rate of prepayments on the mortgage loans than they
were when the class A-1, A-2, A-3 and A-1-A certificates were outstanding.

         Prepayments and other early liquidations of the underlying mortgage
loans will result in distributions on the offered certificates of amounts that
would otherwise be paid over the remaining terms of the subject mortgage loans.
This will tend to shorten the weighted average lives of the offered
certificates. Defaults on the underlying mortgage loans, particularly at or near
their maturity dates, may result in significant delays in distributions of
principal on the subject 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 "The 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 that
loan or sell the corresponding mortgaged real property. Also, a borrower may
have little incentive to repay its mortgage loan on the related anticipated
repayment date if then prevailing interest rates are relatively high.
Accordingly, there can be no assurance 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 underlying 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 underlying 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 underlying 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
underlying 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 underlying mortgage loans will affect--

         o   the amount of distributions on your offered certificates,

         o   the yield to maturity of your offered certificates,

         o   the rate of principal distributions on your offered certificates,
             and

         o   the weighted average life of your offered certificates.



                                     S-149


         Delinquencies on the underlying 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 and amount of
             losses on the underlying 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 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 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 underlying mortgage loans do not result in a
reduction of the total distributions on or the total principal balance 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.

         In addition, if the master servicer or the trustee reimburses itself
out of general collections on the mortgage pool for any advance that it or the
special servicer has determined is not recoverable out of collections on the
related mortgage loan, then that advance (together with accrued interest
thereon) will be deemed, to the fullest extent permitted, to be reimbursed first
out of payments and other collections of principal otherwise distributable on
the series 2004-C5 certificates, prior to being deemed reimbursed out of
payments and other collections of interest otherwise distributable on the series
2004-C5 certificates.

         In the event that any advance (including any interest accrued thereon)
with respect to a defaulted underlying mortgage loan remains unreimbursed
following the time that such underlying mortgage loan is modified and returned
to performing status, the master servicer or the trustee will be entitled to
reimbursement for that advance (even though that advance is not deemed
nonrecoverable out of collections on the related underlying mortgage loan), on a
monthly basis, out of -- but solely out of -- payments and other collections of
principal on all the underlying mortgage loans after the application of those
principal payments and collections to reimburse any party for nonrecoverable
debt service advances and/or servicing advances as described in the prior
paragraph (thereby reducing the amount of principal otherwise distributable on
the series 2004-C5 certificates on the related distribution date). If any such
advance is not reimbursed in whole on any distribution date due to insufficient
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 underlying mortgage loan, then the master servicer or
the trustee, 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.

         The Effect of Loan Groups. Because the mortgage pool has been divided
into two loan groups for purposes of calculating distributions on the series
2004-C5 certificates, the holders of the class A-1, A-2, A-3, A-AB and A-4
certificates will be very affected by the rate, timing and amount of payments
and other collections of principal on, and by delinquencies and defaults on, the
mortgage loans in loan group no. 1 and, in the absence of significant losses,
should be largely unaffected by the rate, timing and amount of payments and
other collections of principal on, and by delinquencies and defaults on, the
mortgage loans in loan group no. 2. Similarly, the holders of the class A-1-A
certificates will be very affected by the rate, timing and amount of payments
and other collections of principal on, and by delinquencies and defaults on, the
mortgage loans in loan group no. 2 and, in the absence of significant losses,
should be largely unaffected by the rate, timing and amount of payments and
other collections of principal on, and by delinquencies and defaults on, the
mortgage loans in loan group no. 1. Investors should take this into account when
reviewing this "Yield and Maturity Considerations" section.


                                     S-150


         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 underlying mortgage loans:

         o   prevailing interest rates;

         o   the terms of those mortgage loans, including--

             1.  provisions that impose prepayment lock-out periods or require
                 Yield Maintenance Charges and/or Static Prepayment Premiums,
                 and

             2.  amortization terms that require balloon payments;

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

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

         o   the quality of management of the mortgaged real properties;

         o   the servicing of those mortgage loans;

         o   possible changes in tax laws; and

         o   other opportunities for investment.

         See "Risk Factors--Risks Related to the Underlying Mortgage Loans,"
"Description of the Underlying Mortgage Loans" and "The Pooling and Servicing
Agreement" in this prospectus supplement and "Description of the Governing
Documents" and "Yield and Maturity Considerations--Yield and Prepayment
Considerations" in the accompanying prospectus.

         The rate of prepayment on the mortgage loans in the trust fund 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 that 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 that 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 subject mortgage loan on or before its
anticipated repayment date is to give 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
subject mortgage loan. Accordingly, there can be no assurance 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 real 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 real 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 mortgage loan.

         We make no representation or warranty regarding:

         o   the particular factors that will affect the rate and timing of
             prepayments and defaults on the underlying mortgage loans;

         o   the relative importance of those factors;

         o   the percentage of the total principal balance of the underlying
             mortgage loans that will be prepaid or as to which a default will
             have occurred as of any particular date; or



                                     S-151


         o   the overall rate of prepayment or default on the underlying
             mortgage loans.

         Delay in Distributions. Because monthly distributions will not be made
on the offered certificates until several days after the due dates for the
underlying mortgage loans during the related collection period, your effective
yield will be lower than the yield that would otherwise be produced by your
pass-through rate and purchase price, assuming that purchase price did not
account for a delay.

WEIGHTED AVERAGE LIVES OF THE OFFERED CERTIFICATES

         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 29, 2004 until each dollar to be
applied in reduction of the total principal balance of those certificates is
paid to the investor. 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
             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 of the certificate.

Accordingly, the weighted average life of any offered certificate will be
influenced by, among other things, the rate at which principal of the underlying
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 of that certificate.

         As described in this prospectus supplement, the Total Principal
Distribution Amount with regard to principal payable from loans in loan group
no. 1, for each distribution date will be payable first to make distributions of
principal to the holders of the class A-AB certificates (until the principal
balance of the Class A-AB certificates is reduced to the scheduled principal
balance set forth on Exhibit E to this prospectus supplement), then to the class
A-1, A-2, A-3, A-AB, A-4 and/or A-1-A certificates (allocated among those
classes as described under "Description of the Offered
Certificates--Distributions--Principal Distributions" in this prospectus
supplement) 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 offered certificates, sequentially based upon their relative
seniority, in each case until the related total principal balance is reduced to
zero. As a consequence of the foregoing, the weighted average lives of the class
A-1, A-2, A-3, A-AB, A-4 and/or A-1-A certificates may be shorter, and the
weighted average lives of the other classes of offered certificates may be
longer, than would otherwise be the case if the Total Principal Distribution
Amount for each distribution date was being paid on a pro rata basis among the
respective classes of series 2004-C5 principal balance certificates.

         The tables set forth in Exhibit C show with respect to each class of
offered certificates--

         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 Modeling Assumptions.

         The actual characteristics and performance of the underlying mortgage
loans will differ from the assumptions used in calculating the tables on Exhibit
C to this prospectus supplement. Those tables 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 on Exhibit C to this prospectus
supplement and the actual characteristics and performance of the underlying
mortgage loans, or actual prepayment or loss experience, will affect the
percentages of initial total principal balances outstanding over time and the
weighted average lives of the respective classes of 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.

         We make no representation that--

         o   the underlying mortgage loans will prepay in accordance with the
             assumptions set forth in this prospectus supplement at any of the
             indicated levels of CPR or at any other particular prepayment rate,



                                     S-152


         o   all the underlying mortgage loans will prepay in accordance with
             the assumptions set forth in this prospectus supplement at the same
             rate, or

         o   underlying mortgage loans that are in a prepayment lock-out period,
             including any part of that period when defeasance is allowed, or
             prepayable with a Yield Maintenance Charge or a Static Prepayment
             Premium will not prepay as a result of involuntary liquidations
             upon default or otherwise during that period.

                       THE POOLING AND SERVICING AGREEMENT

GENERAL

         The series 2004-C5 certificates will be issued, the trust fund will be
created and the underlying mortgage loans will be serviced and administered
under a pooling and servicing agreement to be dated as of December 1, 2004, by
and among us, as depositor, and the master servicer, the special servicer, the
trustee and the certificate administrator.

         Reference is made to the accompanying prospectus for important
information in addition to that set forth in this prospectus supplement
regarding the terms of the pooling and servicing agreement, in particular the
section entitled "Description of the Governing Documents." The certificate
administrator will provide a copy of the pooling and servicing agreement to a
prospective or actual holder or beneficial owner of an offered certificate, upon
written request and, at the certificate administrator's discretion, payment of a
reasonable fee for any expenses. The pooling and servicing agreement will also
be made available by the certificate administrator on its website, at the
address set forth under "Description of the Offered Certificates--Reports to
Certificateholders; Available Information" in this prospectus supplement. In
addition, we will arrange for the pooling and servicing agreement to be filed
with the SEC by means of the EDGAR System, and it should be available on the
SEC's website, the address of which is "http://www.sec.gov."

THE MASTER SERVICER AND THE SPECIAL SERVICER

         General. Pursuant to the series 2004-C5 pooling and servicing
agreement, KRECM will be the master servicer and Lennar will be the special
servicer.

         The information set forth in this prospectus supplement concerning each
of the master servicer and the special servicer has been provided by KRECM and
Lennar, respectively. Neither we nor any of the underwriters makes any
representation or warranty as to the accuracy or completeness of this
information.

         KRECM. KRECM is an Ohio corporation. KRECM is a wholly-owned subsidiary
of KeyBank National Association, one of the mortgage loan sellers, and an
affiliate of McDonald Investments Inc., one of the underwriters. KeyBank
National Association and McDonald Investments Inc. are both wholly-owned
subsidiaries of KeyCorp. KRECM's primary servicing location is 911 Main Street,
Suite 1500, Kansas City, Missouri 64105.

         As of September 30, 2004, KRECM was responsible for servicing
approximately 4,656 commercial and multifamily loans with a total principal
balance of approximately $29.4 billion, the collateral for which is located
throughout the United States, the District of Columbia and the Virgin Islands.
Approximately 3,971 of those loans, with a total principal balance of
approximately $27.9 billion, pertain to commercial and multifamily
mortgage-backed securities. KRECM's portfolio includes multifamily, office,
retail, hospitality and other types of income producing properties. KRECM also
services newly originated loans and loans acquired in the secondary market for
issuers of commercial and multifamily mortgage-backed securities, financial
institutions and private investors.

         Lennar. Lennar Partners, Inc., a Florida corporation and a subsidiary
of LNR Property Corporation ("LNR"), will initially be appointed as special
servicer of the underlying mortgage loans. The principal executive offices of
Lennar are located at 1601 Washington Avenue, Miami Beach, Florida 33139, and
its telephone number is (305) 695-5600. LNR, its subsidiaries and affiliates are
involved in the real estate investment, finance and management business and
engage principally in (i) acquiring, developing, repositioning, managing and
selling commercial and multi-family residential real estate properties, (ii)
investing in high-yielding real estate loans, and (iii) investing in, and
managing as special servicer, unrated and non-investment grade rated commercial
mortgage-backed securities.

         Lennar and its affiliates have regional offices located across the
country in Florida, Georgia Oregon, Texas, Massachusetts, North Carolina and
California, and in Europe in London, England and Paris, France. As of May 31,
2004, Lennar and its affiliates were managing a portfolio which included an
original count of approximately 16, 700 assets in all 50 states and in Europe
with an original face value of $125 billion, most of which are commercial real
estate assets. Included in



                                     S-153


this managed portfolio are $122 billion of commercial real estate assets
representing 126 securitization transactions, for which Lennar acts as special
servicer. Lennar and its affiliates own and are in the business of acquiring
assets similar in type to the assets of the trust fund. Accordingly, the assets
of Lennar and its affiliates may, depending upon the particular circumstances
including the nature and location of such assets, compete with the mortgaged
properties for tenants, purchasers, financing and so forth.

GMAC COMMERCIAL MORTGAGE CORP.

         GMACCM, a California corporation, is the primary servicer of 55
underlying mortgage loans in the trust fund. Its principal offices are located
at 200 Witmer Road, Horsham, Pennsylvania 19044. As of September 30, 2004,
GMACCM was the servicer of a portfolio of multifamily and commercial loans
totaling approximately $198.4 billion in aggregate outstanding principal
balance.

THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

         Wells Fargo will act as trustee under the pooling and servicing
agreement. Wells Fargo is a direct wholly-owned subsidiary of Wells Fargo &
Company. It is a national banking association originally chartered in 1872 and
is engaged in a wide range of activities typical of a national bank. Wells Fargo
will maintain an office at 9062 Old Annapolis Road, Columbia, Maryland
21045-1951. Its CMBS customer service help desk can be contacted at (301)
815-6600.

         LaSalle will serve as certificate administrator. In addition, LaSalle
will serve as paying agent and registrar for the series 2004-C5 certificates.
The office of LaSalle responsible for performing its duties under the pooling
and servicing agreement is located at 135 South LaSalle Street, Suite 1625,
Chicago, Illinois 60603, Attention: Global Securitization Trust Services Group,
CSFB 2004-C5. LaSalle is one of the Mortgage Loan Sellers and an affiliate of
ABN AMRO Incorporated, one of the Underwriters.

         The information set forth in the preceding two paragraphs has been
provided by Wells Fargo and LaSalle, respectively. Neither we nor any of the
underwriters makes any representation or warranty as to the accuracy or
completeness of this information.

ASSIGNMENT OF THE MORTGAGE LOANS

         On the date of initial issuance of the offered certificates, we will
sell, assign, transfer or otherwise convey all of our right, title and interest
in and to the mortgage loans acquired from the mortgage loan sellers, without
recourse, to the trustee for the benefit of the holders of the series 2004-C5
certificates. We will also assign to the trustee our rights under the agreements
whereby we acquired the mortgage loans from the respective mortgage loan
sellers.

SERVICING UNDER THE POOLING AND SERVICING AGREEMENT

         Underlying Mortgage Loans. The master servicer and the special servicer
must service and administer the respective mortgage loans and any REO Properties
owned by the trust fund for which it is responsible, directly or through
sub-servicers, in accordance with--

         o   any and all applicable laws,

         o   the express terms of the pooling and servicing agreement,

         o   the express terms of the respective mortgage loans and any
             applicable intercreditor or co-lender agreements, and

         o   to the extent consistent with the foregoing, the Servicing
             Standard.

         In general, the master servicer will be responsible for the servicing
and administration of--

         o   all mortgage loans in the trust fund as to which no Servicing
             Transfer Event has occurred, and

         o   all worked-out mortgage loans in the trust fund as to which no new
             Servicing Transfer Event has occurred.

                                     S-154


         If a Servicing Transfer Event occurs with respect to any mortgage loan
in the trust fund, that mortgage loan will not be considered to be "worked out"
until all applicable Servicing Transfer Events have ceased to exist as
contemplated by the definition of "Servicing Transfer Event" in the glossary to
this prospectus supplement.

         In general, subject to specified requirements and certain consents and
approvals of the Series 2004-C5 Directing Certificateholder, the Eastgate Mall
Companion Lenders, the FedEx-Midway Companion Lender and/or the holder of any
related B-Note Companion Loan, as applicable, provided for in the pooling and
servicing agreement and the related intercreditor agreement, as applicable, the
special servicer will be responsible for the servicing and administration of
those mortgage loans in the trust fund as to which, in each case, a Servicing
Transfer Event has occurred and is continuing. It will also be responsible for
the administration of any REO Properties in the trust fund.

         Despite the foregoing, the pooling and servicing agreement will require
the master servicer:

         o   to continue to receive payments and, subject to the master
             servicer's timely receipt of information from the special servicer,
             prepare all reports to the certificate administrator required with
             respect to any specially serviced mortgage loans and REO Properties
             in the trust fund; and

         o   otherwise, to render other incidental services with respect to any
             specially serviced mortgage loans and REO Properties in the trust
             fund.

         Neither the master servicer nor the special servicer will have
responsibility for the performance by the other of their respective obligations
and duties under the pooling and servicing agreement.

         The master servicer will transfer servicing of a mortgage loan in the
trust fund 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 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 as contemplated by the
definition of "Servicing Transfer Event" in the glossary to this prospectus
supplement.

         One hundred fifty-five (155) of the mortgage loans representing 75.8%
of the initial mortgage pool balance will be primary serviced by KRECM. GMACCM
will act as primary servicer with respect to 55 of the underlying mortgage loans
representing 19.0% of the initial mortgage pool balance. Various other parties
will act as primary servicer with respect to 18 underlying mortgage loans,
representing 5.2% of the initial mortgage pool balance. None of KRECM, GMACCM or
the other primary servicers may be terminated as a primary servicer, including
by the trustee or other successor to the master servicer, except for cause.

         Eastgate Mall Junior Companion Loans. The Eastgate Mall Junior
Companion Loans will not be included in the trust fund, and references in this
prospectus supplement to "underlying mortgage loans" do not include the Eastgate
Mall Junior Companion Loans. The Eastgate Mall Junior Companion Loans will,
however, be serviced under the pooling and servicing agreement by the master
servicer and special servicer in the same manner and subject to the same
servicing standard as the Eastgate Mall Mortgage Loan, except that neither the
servicers nor the trustee are required to make any monthly debt service advances
with respect to the Eastgate Mall Junior Companion Loans. The Eastgate Mall
Mortgage Loan and the Eastgate Mall Junior Companion Loans are subject to the
Eastgate Mall Intercreditor Agreement, between the trust fund, as holder of the
Eastgate Mall Mortgage Loan, and the Eastgate Mall Companion Lenders.

         FedEx-Midway Junior Companion Loan. The FedEx-Midway Junior Companion
Loan will not be included in the trust fund, and references in this prospectus
supplement to "underlying mortgage loans" do not include the FedEx-Midway Junior
Companion Loan. The FedEx-Midway Junior Companion Loan will, however, be
serviced under the pooling and servicing agreement by the master servicer and
special servicer in the same manner and subject to the same servicing standard
as the FedEx-Midway Mortgage Loan, except that neither the servicers nor the
trustee are required to make any monthly debt service advances with respect to
the FedEx-Midway Junior Companion Loan. The FedEx-Midway Mortgage Loan and the
FedEx-Midway Junior Companion Loan are subject to the FedEx-Midway Intercreditor
Agreement, between the trust fund, as holder of the FedEx-Midway Mortgage Loan,
and the FedEx-Midway Companion Lender.

         B-Note Companion Loans. No B-Note Companion Loan will be included in
the trust fund, and references in this prospectus supplement to "underlying
mortgage loans" do not include the B-Note Companion Loans. Each B-Note Companion
Loan will, however, be serviced under the pooling and servicing agreement by the
master servicer or special servicer, as applicable, if an A/B Material Default
has occurred and is continuing under the related A/B Intercreditor Agreement.



                                     S-155


SERVICING AND OTHER COMPENSATION AND PAYMENT OF EXPENSES

         The Master Servicing Fee. The principal compensation to be paid to the
master servicer with respect to its master servicing activities in respect of
the mortgage pool will be the master servicing fee.

         The master servicing fee:

         o   will be earned with respect to each and every underlying mortgage
             loan, including--

             1.  each mortgage loan, if any, that is being specially serviced,

             2.  each mortgage loan, if any, as to which the corresponding
                 mortgaged real property has become an REO Property, and

             3.  each mortgage loan as to which defeasance has occurred; and

         o   in the case of each and every underlying mortgage loan, 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 master servicing fee rate that, on a loan-by-loan
                 basis, ranges from 0.02% per annum to 0.11% 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
                 mortgage loan, and

             4.  be payable to the master servicer monthly from amounts received
                 with respect to interest on that mortgage loan.

         As of the date of initial issuance of the offered certificates, the
weighted average master servicing fee for the mortgage pool will be 0.036902%
per annum.

         For purposes of this prospectus supplement, master servicing fees
include primary servicing fees and, in some cases, correspondent fees. The
master servicer will be the primary servicer for certain of the underlying
mortgage loans. The underlying mortgage loans not primary serviced by the master
servicer will be serviced by GMACCM and various other parties, who will be
entitled to the related primary servicing fees. The rate at which the primary
servicing fee for each mortgage loan accrues will be the rate set forth in the
table entitled "Additional Mortgage Loan Information" (under the heading
"Administrative Fees") included on Exhibit A-1 of this prospectus supplement,
net of trustee fees, including certificate administrator fees, master servicing
fees and any applicable correspondent fees. A primary servicing fee will also be
payable with respect to, and out of collections on, the Eastgate Mall Junior
Companion Loans.

         If KRECM resigns or is terminated as master servicer, it will be
entitled to the excess servicing strip, which is a portion of the master
servicing fee. KRECM will be paid such excess servicing strip unless those funds
are required to compensate a successor master servicer for assuming KRECM's
responsibilities as master servicer. If KRECM resigns or is terminated as
primary servicer, it will be entitled to the primary servicing fee from the
related mortgage loans, except to the extent that any portion of such primary
servicing fee is required to compensate a successor primary servicer for
assuming the duties of KRECM as primary servicer.

         Prepayment Interest Shortfalls. The pooling and servicing agreement
provides that, if any Prepayment Interest Shortfall is incurred with respect to
an underlying mortgage loan during any collection period (other than a
Prepayment Interest Shortfall resulting from a principal prepayment accepted by
the master servicer (i) with respect to any specially serviced mortgage loan,
(ii) as a result of the payment of insurance proceeds or condemnation proceeds,
(iii) subsequent to a default under the related mortgage loan documents
(provided that the master servicer reasonably believes that acceptance of such
prepayment is consistent with the Servicing Standard and it has obtained the
consent of the special servicer), (iv) pursuant to applicable law or a court
order, (iv) at the request of or with the consent of the Series 2004-C5
Directing Certificateholder or (v) as permitted by the related loan documents),
then the master servicer must make a non-reimbursable payment with respect to
the related distribution date in an amount equal to such Prepayment Interest
Shortfall.

         Any payments made by the master servicer with respect to any
distribution date to cover Prepayment Interest Shortfalls with respect to the
mortgage pool will be included in the Available P&I Funds for that distribution
date, as



                                     S-156


described under "Description of the Offered Certificates--Distributions" in this
prospectus supplement. If the amount of Prepayment Interest Shortfalls incurred
with respect to the mortgage pool during any collection period exceeds the sum
of--

         o   any Prepayment Interest Excesses collected with respect to the
             mortgage pool during that collection period, and

         o   any payments made by the master servicer with respect to the
             related distribution date to cover those Prepayment Interest
             Shortfalls,

then the resulting Net Aggregate Prepayment Interest Shortfall will be allocated
among the respective interest-bearing classes of the series 2004-C5
certificates, in reduction of the interest distributable on those certificates,
as and to the extent described under "Description of the Offered
Certificates--Distributions--Interest Distributions" in this prospectus
supplement.

         Principal Special Servicing Compensation. The principal compensation to
be paid to the special servicer with respect to its special servicing activities
in respect of the mortgage pool will be--

         o   the special servicing fee,

         o   the work-out fee, and

         o   the liquidation fee.

         Special Servicing Fee.  The special servicing fee:

         o   will be earned with respect to--

             1.  each underlying mortgage loan, if any, that is being specially
                 serviced, and

             2.  each underlying mortgage loan, if any, as to which the
                 corresponding mortgaged real property has become an REO
                 Property; and

         o   in the case of each underlying 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 0.35% per annum
                 (subject to a minimum of $4,000 per loan per month and,
                 provided that such minimum amount may be reduced by the Series
                 2004-C5 Directing Certificateholder), except that with respect
                 to the Eastgate Mall Mortgage Loan, such rate will be 0.25% 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
                 mortgage loan, and

             4.  be payable to the special servicer from amounts received with
                 respect to interest on that mortgage loan.

         The special servicer will be entitled to any special servicing fees
with respect to the Eastgate Mall Junior Companion Loans or FedEx-Midway Junior
Companion Loan if provided under the related intercreditor agreement; provided
that in no such case will the payment of any such compensation reduce amounts
otherwise payable to the series 2004-C5 certificateholders with respect to the
related underlying mortgage loan. No special servicing fees in respect of any
Eastgate Mall Junior Companion Loan or FedEx-Midway Junior Companion Loan will
be payable out of collections on the mortgage pool.

         Work-out Fee. The special servicer will, in general, be entitled to
receive a work-out fee with respect to each specially serviced mortgage loan in
the trust fund that has been worked-out by it. The work-out fee will be payable
out of, and will be calculated by application of a work-out fee rate of 1.0% to,
each collection of interest, other than Default Interest and Post-ARD Additional
Interest, and principal (including scheduled payments, prepayments, balloon
payments, payments at maturity and payments resulting from a partial
condemnation) received on the subject underlying mortgage loan for so long as it
remains a worked-out mortgage loan. The work-out fee with respect to any
worked-out mortgage loan in the trust fund will cease to be payable if a new
Servicing Transfer Event occurs with respect to that loan. However, a new
work-out



                                     S-157


fee would become payable if the subject underlying mortgage loan again became a
worked-out mortgage loan with respect to that new Servicing Transfer Event.

         If the special servicer is terminated (other than for cause) or
resigns, it will retain the right to receive any and all work-out fees payable
with respect to underlying mortgage loans that were worked-out by it during the
period that it acted as special servicer and as to which no new Servicing
Transfer Event had occurred as of the time of its termination or resignation.
The successor special servicer will not be entitled to any portion of those
work-out fees.

         Although work-out fees are intended to provide the special servicer
with an incentive to better perform its duties, the payment of any work-out fee
will reduce amounts payable to the series 2004-C5 certificateholders.

         The special servicer will be entitled to any work-out fees with respect
to the Eastgate Mall Junior Companion Loans or FedEx-Midway Junior Companion
Loan if provided under the related intercreditor agreement; provided that in no
such case will the payment of any such compensation reduce amounts otherwise
payable to the series 2004-C5 certificateholders with respect to the related
underlying mortgage loan. No work-out fees in respect of any Eastgate Mall
Junior Companion Loan or FedEx-Midway Junior Companion Loan will be payable out
of collections on the mortgage pool.

         Liquidation Fee. The special servicer will be entitled to receive a
liquidation fee with respect to each specially serviced mortgage loan in the
trust fund for which it obtains a full, partial or discounted payoff 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 in the trust fund as to which it receives any liquidation proceeds,
insurance proceeds or condemnation proceeds, except as described in the next
paragraph. A liquidation fee will also be payable in connection with the
repurchase or replacement of any mortgage loan in the trust fund for a Material
Breach of representation or warranty or a Material Document Defect, as described
under "Description of the Underlying Mortgage Loans--Cures, Repurchases and
Substitutions" in this prospectus supplement, if the repurchase or substitution
occurs after the end of the applicable cure period (as that cure period may be
extended). As to each underlying mortgage loan repurchased or replaced as
contemplated by the immediately preceding sentence, and any specially serviced
mortgage loan and REO Property in the trust fund, the liquidation fee will be
payable from, and will be calculated by application of a liquidation fee rate of
1.0% to, the related payment or proceeds, exclusive of any liquidation expenses,
and further 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.

         Despite anything to the contrary described in the prior paragraph, no
liquidation fee will be payable based on, or out of, proceeds received in
connection with:

         o   the repurchase or replacement of any underlying mortgage loan for a
             Material Breach or a Material Document Defect, as described under
             "Description of the Underlying Mortgage Loans--Cures, Repurchases
             and Substitutions" in this prospectus supplement, within the
             applicable cure period (as that cure period may be extended);

         o   the purchase of the Eastgate Mall Mortgage Loan by any Eastgate
             Mall Companion Lender during the applicable time period, as
             described under "Description of the Underlying Mortgage
             Loans--Certain Matters Regarding the Eastgate Mall Mortgage Loan"
             above;

         o   the purchase of the FedEx-Midway Mortgage Loan by the FedEx-Midway
             Companion Lender during the applicable time period, as described
             under "Description of the Underlying Mortgage Loans--Certain
             Matters Regarding the FedEx-Midway Mortgage Loan" above;

         o   the purchase of any Defaulted Loan by the special servicer or any
             of its affiliates pursuant to a fair value purchase option, as
             described under "--Fair Value Purchase Option" below;

         o   the purchase of any A-Note Mortgage Loan by the holder of the
             related B-Note Companion Loan pursuant to the related A/B
             Intercreditor Agreement, as described under "Description of the
             Underlying Mortgage Loans--The A/B Loan Pairs" in this prospectus
             supplement within 90 days of that A-Note Mortgage Loan becoming
             specially serviced;

         o   the purchase of an underlying mortgage loan by a mezzanine lender,
             pursuant to the related mezzanine loan intercreditor agreement
             within 60 days of such underlying mortgage loan becoming specially
             serviced to the extent not collected from the related mezzanine
             lender pursuant to the related intercreditor agreement and the
             pooling and servicing agreement; or

                                     S-158


         o   the purchase of all of the mortgage loans and REO Properties in the
             trust fund by the master servicer, the special servicer or any
             single certificateholder or group of certificateholders of the
             series 2004-C5 controlling class in connection with the termination
             of the trust fund, as described under "--Termination" below.

         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-C5 certificateholders.

         The special servicer will be entitled to any liquidation fees with
respect to the Eastgate Mall Junior Companion Loans or FedEx-Midway Junior
Companion Loan if provided under the related intercreditor agreement; provided
that in no such case will the payment of any such compensation reduce amounts
otherwise payable to the series 2004-C5 certificateholders with respect to the
related underlying mortgage loan. No liquidation fees in respect of any Eastgate
Mall Junior Companion Loan and FedEx-Midway Junior Companion Loan will be
payable out of collections on the mortgage pool.

         Special Servicing Compensation With Respect to the B-Note Companion
Loans. The special servicer will be entitled to such compensation with respect
to the B-Note Companion Loans as is provided under the respective A/B
Intercreditor Agreements; provided that in no such case will the payment of any
such compensation reduce amounts otherwise payable to the series 2004-C5
certificateholders with respect to the related A-Note Mortgage Loan.

         Additional Servicing Compensation. As additional master servicing
compensation, the master servicer will be entitled to receive the excess, if
any, of:

         o   the amount of all Prepayment Interest Excesses collected with
             respect to the mortgage pool during any collection period, over

         o   the amount of certain Prepayment Interest Shortfalls incurred with
             respect to the mortgage pool during that collection period.

                  In addition, the following items collected on the underlying
mortgage loans will be allocated between the master servicer and the special
servicer as additional compensation in accordance with the pooling and servicing
agreement:

         o   any late payment charges and Default Interest actually collected on
             any particular underlying mortgage loan, to the extent that such
             late payment charges and Default Interest are not otherwise
             applied--

             1.  to pay the master servicer, the special servicer or the
                 trustee, as applicable, any unpaid interest on advances made
                 by, and reimbursed to, that party with respect to that mortgage
                 loan or the related mortgaged real property,

             2.  to reimburse the trust fund for any interest on advances that
                 were made with respect to that mortgage loan or the related
                 mortgaged real property, which interest was paid to the master
                 servicer, the special servicer or the trustee, as applicable,
                 from a source of funds other than late payment charges and
                 Default Interest collected on that mortgage loan,

             3.  to reimburse the trust fund for any other Additional Trust Fund
                 Expenses related to that mortgage loan, and

         o   any extension fees, modification fees, assumption fees, assumption
             application fees, defeasance fees, earnout fees, consent/waiver
             fees and other comparable transaction fees and charges.

         The master servicer will be authorized to invest or direct the
investment of funds held in its collection account, or in any escrow and/or
reserve account maintained by it, in Permitted Investments. See "--Collection
Account" below. The master servicer--

         o   will generally 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 master servicer's
             benefit.

                                     S-159


         The special servicer will be authorized to invest or direct the
investment of funds held in its REO account in Permitted Investments. See "--REO
Properties" below. 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.

         Payment of Expenses; Servicing Advances. The master servicer and the
special servicer will each be required to pay its overhead and any general and
administrative expenses incurred by it in connection with its servicing
activities under the pooling and servicing agreement. Neither the master
servicer nor the special servicer will be entitled to reimbursement for these
expenses except as expressly provided in the pooling and servicing agreement.

         In general, any and all customary, reasonable and necessary
out-of-pocket costs and expenses (including for the remediation of any adverse
environmental circumstance or condition at any of the mortgaged real properties)
incurred by the master servicer or the special servicer in connection with the
servicing of an underlying mortgage loan as to which a default, delinquency or
other unanticipated event has occurred or is reasonably foreseeable, or in
connection with the administration of any REO Property in the trust fund, will
be 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 master servicer to reimburse the special servicer for
any servicing advances made by it with respect to a particular underlying
mortgage loan or REO Property. Upon so reimbursing the special servicer for any
servicing advance, the master servicer will be deemed to have made the advance.

         In general, the special servicer will not have any obligation to make
servicing advances. The special servicer will be required to request the master
servicer to make required servicing advances with respect to a specially
serviced mortgage loan or REO Property on a monthly basis (except for servicing
advances required on an emergency basis, for which requests may be made on a
more frequent basis). The special servicer must make the request, in writing, at
least five business days prior to when the subject servicing advance is required
to be made (or, with respect to emergency servicing advances, within two
business days of the special servicer's receipt of notice that the emergency
servicing advances are required). The master servicer must make the requested
servicing advance within a specified number of days following the master
servicer's receipt of the request. The special servicer will be required to
provide the master servicer any information in its possession as the master
servicer may reasonably request to enable the master servicer to determine
whether a requested servicing advance would be recoverable from expected
collections on the related mortgage loan or REO Property. If the special
servicer does not fulfill its obligation to provide the master servicer with
notice and information regarding any servicing advance, the master servicer will
have no obligation to make the subject servicing advance.

         If the master servicer fails to make a required servicing advance
within the time required under the series 2004-C5 pooling and servicing
agreement, 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 three more business days after that
             notice, to make the servicing advance.

         Despite the foregoing discussion or anything else to the contrary in
this prospectus supplement, none of the master servicer, the special servicer or
the trustee will be obligated to make servicing advances that, in its judgment,
would not be ultimately recoverable from expected collections on the related
mortgage loan or REO Property. If the master servicer, the special servicer or
the trustee makes any servicing advance with respect to any mortgage loan or
related REO Property that it subsequently determines is not recoverable from
expected collections on that mortgage loan or REO Property, it may obtain
reimbursement for that advance, together with interest on that advance, out of
general collections on the underlying mortgage loans and any REO Properties on
deposit in the master servicer's collection account from time to time. The
trustee will conclusively rely on the determination of the master servicer or
the special servicer regarding the nonrecoverability of any servicing advance.
The master servicer will conclusively rely on the determination of the special
servicer regarding the nonrecoverability of any servicing advance. Any
reimbursement of a nonrecoverable servicing advance (including interest accrued
thereon) as described in the preceding sentence will be deemed to be reimbursed
first from payments and other collections of principal on the mortgage loans
that are on deposit in the collection account (thereby reducing the amount of
principal otherwise distributable on the series 2004-C5 certificates on the
related distribution date) prior to application of such reimbursement against
any other general collections on deposit therein.

         Notwithstanding the foregoing, upon a determination that a previously
made servicing advance is not recoverable from expected collections on the
related mortgage loan or REO Property in the trust fund, instead of obtaining
reimbursement



                                     S-160


out of general collections on the mortgage pool immediately, any of the master
servicer, the special servicer or the trustee, as applicable, may, in its sole
discretion, elect to obtain reimbursement for such nonrecoverable servicing
advance over a period of time (not to exceed 12 months), with interest thereon
at the prime rate described below. At any time after such a determination to
obtain reimbursement over time in accordance with the preceding sentence, the
master servicer, the special servicer or the trustee, as applicable, may, in its
sole discretion, decide to obtain reimbursement from general collections on the
mortgage pool immediately. The fact that a decision to recover a nonrecoverable
servicing advance over time, or not to do so, benefits some classes of series
2004-C5 certificateholders to the detriment of other classes of series 2004-C5
certificateholders will not constitute a violation of the Servicing Standard by
the master servicer or the special servicer or a violation of any fiduciary duty
owed by any party to the series 2004-C5 certificateholders.

         In addition, in the event that any servicing advance (including any
interest accrued thereon) with respect to a defaulted underlying mortgage loan
remains unreimbursed following the time that such underlying mortgage loan is
modified and returned to performing status, the master servicer, the special
servicer or the trustee will be entitled to reimbursement for that advance (even
though that advance is not deemed nonrecoverable out of collections on the
related underlying mortgage loan), on a monthly basis, out of -- but solely out
of -- payments and other collections of principal on all the underlying mortgage
loans after the application of those principal payments and collections to
reimburse any party for nonrecoverable debt service advances and/or servicing
advances as described in the prior paragraph (thereby reducing the amount of
principal otherwise distributable on the series 2004-C5 certificates on the
related distribution date). If any such advance is not reimbursed in whole on
any distribution date due to insufficient 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 underlying
mortgage loan, then the master servicer, the special servicer or the trustee, 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.

         The master servicer will be permitted to pay, and the special servicer
may direct the payment of, some servicing expenses directly out of general
collections on deposit in the master servicer's collection account, including
for the remediation of any adverse environmental circumstance or condition at
any of the mortgaged real properties securing an underlying mortgage loan. In
addition, the pooling and servicing agreement will permit the master servicer,
at the direction of the special servicer if a specially serviced mortgage loan
or REO Property is involved, to pay directly out of the master servicer's
collection account any servicing expense that, if advanced by the master
servicer or the special servicer, would not be recoverable from expected
collections on the related mortgage loan or REO Property. This is only to be
done, however, when the master servicer or, if a specially serviced mortgage
loan or REO Property is involved, the special servicer, has determined in
accordance with the Servicing Standard that making the payment is in the best
interests of the series 2004-C5 certificateholders (as a collective whole) or,
if an A/B Loan Pair or an REO Property related to an A/B Loan Pair is involved,
the series 2004-C5 certificateholders and the holder of the related Companion
Loan (as a collective whole).

         The master servicer, the special servicer and the trustee will be
entitled to receive interest on servicing advances made by them. 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
made with respect to any underlying mortgage loan or the related mortgaged real
property will be payable in connection with the reimbursement of that servicing
advance--

         o   first, out of any Default Interest and late payment charges
             collected on that underlying mortgage loan subsequent to the
             accrual of that advance interest, and

         o   then, at the time or after the advance has been reimbursed, if and
             to the extent that the Default Interest and late payment charges
             referred to in the prior bullet are insufficient to cover the
             advance interest, out of any amounts on deposit in the master
             servicer's collection account.

REPLACEMENT OF THE SPECIAL SERVICER

         Subject to the discussion in the next paragraph, the holder or holders
of series 2004-C5 certificates representing a majority interest in the series
2004-C5 controlling class may, upon not less than 10 business days' prior
written notice to the respective parties to the pooling and servicing agreement,
remove any existing special servicer, with or without cause, and appoint a
successor special servicer, except that, if the removal is without cause, the
cost of transferring the special servicing responsibilities to a successor
special servicer will be the responsibility of the certificateholders of the
series 2004-C5



                                     S-161


controlling class. However, any such appointment of a successor
special servicer will be subject to, among other things, receipt by the trustee
of--

         1.  written confirmation from each of Moody's and S&P, as applicable,
             that the appointment will not result in a qualification, downgrade
             or withdrawal of any of the ratings then assigned thereby to the
             series 2004-C5 certificates, and

         2.  the written agreement of the proposed special servicer to be bound
             by the terms and conditions of the pooling and servicing agreement.

         In connection with any termination as described in the preceding
paragraph, the terminated special servicer will be entitled to, among other
things:

         o   payment out of the master servicer's collection account for all
             accrued and unpaid special servicing fees and additional special
             servicing compensation;

         o   reimbursement by its successor for any outstanding servicing
             advances made by the terminated special servicer, together with
             interest;

         o   continued rights to indemnification as described under "Description
             of the Governing Documents--Matters Regarding the Master Servicer,
             the Special Servicer, the Manager and Us" in the accompanying
             prospectus; and

         o   continued rights to some or all workout fees as described under
             "--Servicing and Other Compensation and Payment of Expenses" above.

Upon reimbursement as described in the second bullet of the prior sentence, any
advance will be treated as if it were made by the successor special servicer.

ENFORCEMENT OF DUE-ON-SALE PROVISIONS AND DUE-ON-ENCUMBRANCE

         In general, the master servicer may not, without the consent of the
special servicer, waive any due-on-sale or due-on-encumbrance clause in, or
consent to the assumption of, any mortgage loan in the trust fund, or make any
determination with respect to any mortgage loan, which by its terms permits
transfer, assumption and/or further encumbrance without lender's consent
provided certain conditions are satisfied, that such conditions have been
satisfied. The master servicer will handle waivers of due-on-sale and
due-on-encumbrance clauses in, assumptions of, and determinations of the
satisfaction of conditions described above for, performing mortgage loans in the
trust fund that were acquired from KeyBank. The special servicer will handle
waivers of due-on-sale and due-on-encumbrance clauses in, assumptions of, and
determinations of the satisfaction of conditions described above for, specially
serviced mortgage loans in the trust fund and performing mortgage loans in the
trust fund that were not acquired from KeyBank.

         The master servicer or the special servicer, as applicable, will be
required to enforce any such due-on-sale clause in, or refuse to consent to the
assumption of, any mortgage loan in the trust fund, unless the special servicer
determines in accordance with the Servicing Standard, that--

         o   not declaring an event of default under the related mortgage; or

         o   granting such consent,

would likely result in a greater recovery (or an equal recovery, provided the
other conditions for an assumption or waiver of a due-on-sale clause, if any,
are met) on a present value basis (discounting at the related mortgage interest
rate), than would enforcement of such clause or the failure to grant such
consent.

         If the special servicer determines that--

         o   not declaring an event of default under the related mortgage; or

         o   granting such consent,

would likely result in a greater recovery (or an equal recovery, provided the
other conditions for an assumption or waiver of a due-on-sale clause, if any,
are met), the master servicer or the special servicer, as applicable, is
authorized to (or may



                                     S-162


authorize the master servicer or a primary servicer to) take or enter into an
assumption agreement from or with the proposed transferee as obligor thereon,
provided that--

         o   the credit status of the proposed transferee complies with the
             Servicing Standard and the related loan documents; and

         o   with respect to any underlying mortgage loan (1) the principal
             balance of which is $20,000,000 or more or (2) that by itself, or
             as part of a cross-collateralized group or a group of mortgage
             loans with affiliated borrowers, (a) represents a specified
             percentage (5% or more in the case of S&P) of the aggregate
             outstanding principal balance of all of the mortgage pool at such
             time or (b) is one of the ten largest mortgage loans by outstanding
             principal balance of all of the mortgage loans in the trust fund at
             such time (treating any group of cross-collateralized mortgage
             loans or any group of mortgage loans with affiliated borrowers as a
             single mortgage loan), the master servicer or the special servicer,
             as applicable, has received written confirmation from Moody's and
             S&P that such assumption would not, in and of itself, cause a
             downgrade, qualification or withdrawal of the then current ratings
             assigned to the series 2004-C5 certificates; provided that the
             master servicer or the special servicer representing the trust in
             the transaction must use reasonable efforts to require the borrower
             to pay the cost of any such confirmation and any such costs not
             paid by the borrower shall be an expense of the trust fund.

         Mortgage loans described in the second bullet point of the preceding
sentence are referred to as "Significant Mortgage Loans."

         No assumption agreement may contain any terms that are different from
any term of any mortgage or related mortgage note, except pursuant to the
provisions described under "--Modifications, Waivers, Amendments and Consents"
below. The special servicer will provide notice to the rating agencies of any
waiver of any due-on-sale clause in the event that rating agency confirmation is
not required for such waiver.

         As long as the mezzanine lender is a mortgage loan seller or satisfies
various institutional lender criteria, the consent of the special servicer and
the receipt of a rating confirmation will generally not be required in the event
that the holder of mezzanine debt related to a mortgage loan forecloses upon the
equity in a borrower under a mortgage loan.

         The master servicer, with respect to performing mortgage loans in the
trust fund that we acquired from KeyBank, or the special servicer, with respect
to all specially serviced mortgage loans in the trust fund and performing
mortgage loans in the trust fund which were not acquired from KeyBank, will be
required to enforce any due-on-encumbrance clause in any mortgage loan in the
trust fund, and in connection therewith will be required to (1) accelerate
payments thereon or (2) withhold its consent to such lien or encumbrance
unless--

         o   the special servicer determines, in accordance with the Servicing
             Standard, that not accelerating such payments or granting such
             consent would produce a greater recovery, on a present value basis,
             than taking those actions, and

         o   with respect to any mortgage loan that (1) is a Significant
             Mortgage Loan, or (2) together with the proposed subordinate debt,
             would have either a combined debt service coverage ratio that is
             equal to or less than 1.20x or a combined loan-to-value ratio equal
             to or greater than 85%, the master servicer or the special
             servicer, as applicable, receives prior written confirmation from,
             as applicable, Moody's and S&P that either not accelerating
             payments on the related mortgage loan or granting such consent,
             whichever is applicable, would not, in and of itself, cause a
             downgrade, qualification or withdrawal of any of the then current
             ratings assigned to the series 2004-C5 certificates; provided that
             the master servicer or the special servicer, as applicable, must
             use reasonable efforts to require the borrower to pay the cost of
             any such confirmation and any such costs not paid by the borrower
             shall be an expense of the trust fund.

         If the special servicer, in accordance with the Servicing Standard,
objects to the determination by the master servicer with respect to a performing
mortgage loan acquired from KeyBank, which by its terms permits transfer,
assumption or further encumbrance without lender consent provided certain
conditions are satisfied, that such conditions have been satisfied, then the
master servicer will not permit the transfer, assumption or further encumbrance
with respect to such mortgage loan. If the special servicer, in accordance with
the Servicing Standard, determines with respect to any other mortgage loan,
which by its terms permits transfer, assumption or further encumbrance without
lender consent provided certain conditions are satisfied, that such conditions
have not been satisfied, then the master servicer will not permit the transfer,
assumption or further encumbrance with respect to such mortgage loan.



                                     S-163


         If the master servicer rejects a borrower's request in connection with
a due-on-sale or due-on-encumbrance clause with respect to a performing mortgage
loan in the trust fund that was acquired from KeyBank, the special servicer may
review and, subject to the conditions and other provisions set forth in the
pooling and servicing agreement with respect to approving such requests,
determine to approve the borrower's request.

MODIFICATIONS, WAIVERS, AMENDMENTS AND CONSENTS

         The pooling and servicing agreement will permit the master servicer or
a primary servicer (in certain circumstances), or the special servicer, as
applicable, to modify, waive or amend any term of any non-specially serviced
mortgage loan if it determines, in accordance with the Servicing Standard, that
it is appropriate to do so. However, except as described in the following
paragraph and except as contemplated under "--Enforcement of Due-on-Sale
Provisions and Due-on-Encumbrance" above and under "Description of the
Underlying Mortgage Loans--Certain Terms and Conditions of the Underlying
Mortgage Loans--Hazard, Liability and Other Insurance" in this prospectus
supplement, no such modification, waiver or amendment of a non-specially
serviced mortgage loan may--

         o   with limited exception generally involving the waiver of late
             payment charges and Default Interest, affect the amount or timing
             of any scheduled payments of principal, interest or other amount
             (including Yield Maintenance Charges) payable under the mortgage
             loan;

         o   affect the obligation of the related borrower to pay a Yield
             Maintenance Charge or Static Prepayment Premium or permit a
             principal prepayment during the applicable lockout period;

         o   except as expressly provided by the related mortgage or in
             connection with a defeasance or a material adverse environmental
             condition at the related mortgaged real property, result in a
             release of the lien of the related Mortgage on any material portion
             of the related mortgaged real property without a corresponding
             principal prepayment; or

         o   in the judgment of the master servicer or the special servicer, as
             applicable, materially impair the security for the mortgage loan or
             reduce the likelihood of timely payment of amounts due thereon;

unless either (x) the subject mortgage loan is in default or default is
reasonably foreseeable or (y) the special servicer has determined (and may rely
on an opinion of counsel in making the determination) that the modification,
waiver or amendment will not be a "significant modification" of the subject
mortgage loan within the meaning of Treasury regulations section 1.860G-2(b).

         Notwithstanding the second sentence of the preceding paragraph, the
special servicer may--

         o   reduce the amounts owing under any specially serviced mortgage loan
             by forgiving principal, accrued interest and/or any Yield
             Maintenance Charge or Static Prepayment Premium;

         o   reduce the amount of the monthly payment on any specially serviced
             mortgage loan, including by way of a reduction in the related
             mortgage interest rate;

         o   forbear in the enforcement of any right granted under any mortgage
             note or mortgage relating to a specially serviced mortgage loan;

         o   extend the maturity of any specially serviced mortgage loan;

         o   waive Post-ARD Additional Interest if such waiver conforms to the
             Servicing Standard;

         o   permit the release or substitution of collateral for a specially
             serviced mortgage loan; and/or

         o   accept a principal prepayment during any lockout period;

provided that the related borrower is in default with respect to the specially
serviced mortgage loan or, in the judgment of the special servicer, such default
is reasonably foreseeable and, in the judgment of the special servicer and in
accordance with the Servicing Standard, the modification would increase the
recovery on the subject mortgage loan to series 2004-C5 certificateholders and
any affected holder of a Companion Loan.



                                     S-164


         However, in no event will the special servicer be permitted (or permit
the master servicer) to--

         (1)  extend the maturity date of any underlying mortgage loan beyond a
              date that is three years prior to the rated final distribution
              date;

         (2)  extend the maturity date of any underlying mortgage loan at an
              interest rate less than the lower of (a) the interest rate in
              effect prior to such extension or (b) the then prevailing
              interest rate for comparable mortgage loans;

         (3)  extend the maturity date of any underlying mortgage loan beyond a
              date which is 10 years prior to the expiration of the term of
              such ground lease (after giving effect to all extension options)
              if the mortgage loan is secured by a ground lease; or

         (4)  defer interest due on any underlying mortgage loan in excess of
              5% of the Stated Principal Balance of such mortgage loan.

         With respect to clause (3) above, the special servicer is required to
give due consideration to the term of the ground lease before extending the
maturity date beyond a date which is 20 years prior to the expiration of the
term of such ground lease (after giving effect to all extension options).
Neither the master servicer nor the special servicer may permit or modify a loan
to permit a voluntary prepayment of a mortgage loan, other than a specially
serviced mortgage loan, on any day other than its due date, unless, among other
things, the master servicer or the special servicer also collects interest
thereon through the due date following the date of such prepayment or unless
otherwise permitted under the related mortgage loan documents. Prepayments of
specially serviced mortgage loans will be permitted to be made on any day
without the payment of interest through the following due date.

         The master servicer and the special servicer will notify each other,
the trustee, the certificate administrator and, in some cases, the rating
agencies, of any modification, waiver or amendment of any term of a mortgage
loan agreed to by the master servicer or the special servicer, as the case may
be, and must deliver to the trustee (in the case of the special servicer, with a
copy to the master servicer) for deposit in the related mortgage file an
original counterpart of the agreement related to such modification, waiver or
amendment, promptly following the execution thereof (and in any event within 10
business days). Copies of each agreement whereby any such modification, waiver
or amendment of any term of any mortgage loan is effected are to be available
for review during normal business hours, upon prior request, at the offices of
the special servicer.

         The ability of the master servicer or the special servicer to agree to
modify, waive or amend any of the terms of the pooled mortgage loans will be
subject to the discussions under one or more of the following headings in this
prospectus supplement: "--The Series 2004-C5 Directing Certificateholder and the
Series 2004-C5 Controlling Class" below, "--Certain Matters Regarding the
Eastgate Mall Mortgage Loan" above, "--Certain Matters Regarding the
FedEx-Midway Mortgage Loan" above and "Description of the Mortgage Pool--The A/B
Loan Pairs."

REQUIRED APPRAISALS

         Within 60 days following the occurrence of any Appraisal Reduction
Event with respect to any of the mortgage loans, the special servicer must
obtain, and deliver to the trustee, the certificate administrator and the master
servicer a copy of, an MAI appraisal of the related mortgaged real property from
an independent appraiser meeting the qualifications imposed in the pooling and
servicing agreement (provided that in no event shall the period to receive such
appraisal exceed 120 days from the occurrence of the event that, with the
passage of time, would become such Appraisal Reduction Event), unless--

         o   an appraisal had previously been obtained within the prior twelve
             months, and

         o   there has been no material change in the circumstances surrounding
             the related mortgaged real property subsequent to that appraisal
             that would, in the judgment of the special servicer, materially
             affect the value set forth in that earlier appraisal.

         Notwithstanding the foregoing, if the Stated Principal Balance of the
subject underlying mortgage loan is less than $2,000,000, then the special
servicer will perform an internal valuation of the related mortgaged real
property in lieu of an appraisal.

         As a result of any appraisal or internal valuation, the special
servicer may determine that an Appraisal Reduction Amount exists with respect to
the subject underlying mortgage loan (or, if applicable, the Eastgate Mall Total
Loan, the



                                     S-165


FedEx-Midway Total Loan or any A/B Loan Pair). If, with respect to underlying
mortgage loans with a Stated Principal Balance of more than $2,000,000, such
appraisal is not received, within the requisite time period or if, for any
underlying mortgage loan with a Stated Principal Balance of $2,000,000 or less,
the special servicer elects not to obtain an appraisal or perform an internal
valuation, the Appraisal Reduction Amount for the related underlying mortgage
loan (or, if applicable, the Eastgate Mall Total Loan, the FedEx-Midway Total
Loan or any A/B Loan Pair) will be 25% of its Stated Principal Balance as of the
date of the related Appraisal Reduction Event. An Appraisal Reduction Amount is
relevant to the determination of the amount of any advances of delinquent
interest required to be made with respect to the affected mortgage loan. See
"Description of the Offered Certificates--Advances of Delinquent Monthly Debt
Service Payments" in this prospectus supplement.

         If an Appraisal Reduction Event occurs with respect to any mortgage
loan in the trust fund, then the special servicer will have an ongoing
obligation to obtain or perform, as the case may be, within 30 days of each
anniversary of the occurrence of that Appraisal Reduction Event (or, in the case
of the Eastgate Mall Mortgage Loan, annually), an update of the prior required
appraisal or other valuation. Based upon that update, the special servicer is to
redetermine, and report to the certificate administrator, the trustee and the
master servicer, the new Appraisal Reduction Amount, if any, with respect to the
mortgage loan. This ongoing obligation will cease if and when--

         o   the subject mortgage loan has become a worked-out mortgage loan as
             contemplated under "--Servicing Under the Pooling and Servicing
             Agreement" above and has remained current for twelve consecutive
             monthly payments under the terms of the workout, and

         o   no other Servicing Transfer Event or Appraisal Reduction Event has
             occurred and is continuing with respect to the subject mortgage
             loan.

         The cost of each required appraisal, and any update of that appraisal,
will be advanced by the master servicer, at the direction of the special
servicer, and will be reimbursable to the master servicer as a servicing
advance.

COLLECTION ACCOUNT

         General. The 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 underlying mortgage loans. That collection
account must be maintained in a manner and with a depository institution that
satisfies rating agency standards for securitizations similar to the one
involving the offered certificates. The collection account will contain
sub-accounts that provide for the segregation of the amounts received with
respect to the B-Note Companion Loans, the Eastgate Mall Junior Companion Loans
and the FedEx-Midway Junior Companion Loan.

         The funds held in the master servicer's collection account may be held
as cash or invested in Permitted Investments. Subject to the limitations in the
pooling and servicing agreement, any interest or other income earned on funds in
the master servicer's collection account will be paid to the master servicer as
additional compensation.

         Deposits. The master servicer must deposit or cause to be deposited in
its collection account, within one business day following receipt by it, in the
case of payments from borrowers and other collections on the underlying mortgage
loans, or as otherwise required under the pooling and servicing agreement, the
following payments and collections received or made by or on behalf of the
master servicer subsequent to the date of initial issuance of the offered
certificates with respect to the underlying mortgage loans (exclusive of
scheduled payments of principal and interest due on or before the respective due
dates for those mortgage loans in December 2004 or, in the case of any of those
mortgage loans that are replacement mortgage loans, on or before the related
date of substitution):

         o   all principal payments, including principal prepayments, collected
             on the underlying mortgage loans;

         o   all interest payments, including Default Interest and Post-ARD
             Additional Interest, collected on the underlying mortgage loans;

         o   any Static Prepayment Premiums, Yield Maintenance Charges and late
             payment charges collected on the underlying mortgage loans;

         o   any proceeds received under any hazard, flood, title or other
             insurance policy that provides coverage with respect to any of the
             underlying mortgage loans or the related mortgaged real property,
             and all proceeds received in connection with the condemnation or
             the taking by right of eminent domain of a mortgaged real



                                     S-166


             property securing any of the underlying mortgage loans, in each
             case to the extent not required to be applied to the restoration
             of the subject mortgaged real property or released to the related
             borrower;

         o   any amounts received and retained in connection with the
             liquidation of any of the underlying mortgage loans that are in
             default, whether through foreclosure, deed-in-lieu of foreclosure,
             any purchase thereof by a mezzanine lender or as otherwise
             contemplated under "--The Series 2004-C5 Directing
             Certificateholder and the Series 2004-C5 Controlling Class,"
             "--Certain Matters Regarding the Eastgate Mall Mortgage Loan,"
             "--Certain Matters Regarding the FedEx-Midway Mortgage Loan,"
             "--Procedures with Respect to Defaulted Mortgage Loans" and "--Fair
             Value Purchase Option" below, in each case to the extent not
             required to be returned to the related borrower;

         o   any amounts paid to cure any default with respect to the Eastgate
             Mall Mortgage Loan and the FedEx-Midway Mortgage Loan by the Series
             2004-C5 Directing Certificateholder, a Eastgate Mall Companion
             Lender or the FedEx-Midway Companion Lender, as applicable, as
             described below under "--The Series 2004-C5 Directing
             Certificateholder and the Series 2004-C5 Controlling Class,"
             "--Certain Matters Regarding the Eastgate Mall Mortgage Loan" and
             "--Certain Matters Regarding the FedEx-Midway Mortgage Loan,"
             respectively;

         o   any amounts paid by a holder of a B-Note Companion Loan in
             connection with any purchase option exercised or cure payment
             remitted pursuant to the terms of the related intercreditor
             agreement;

         o   any amounts paid by or on behalf of Column, KeyBank, LaSalle or
             Lehman in connection with the repurchase or replacement of, or the
             curing of any breach of representation and warranty with respect
             to, any of the underlying mortgage loans by that party as described
             under "Description of the Underlying Mortgage Loans--Cures,
             Repurchases and Substitutions" in this prospectus supplement;

         o   any amounts paid to purchase or otherwise acquire all of the
             underlying mortgage loans and any related REO Properties in
             connection with the termination of the trust fund as contemplated
             under "--Termination" below;

         o   any amounts required to be deposited by the master servicer in
             connection with losses incurred with respect to Permitted
             Investments of funds held in the master servicer's collection
             account;

         o   all payments with respect to the underlying mortgage loans or any
             related REO Properties required to be paid by the master servicer
             or received from the special servicer with respect to any
             deductible clause in any blanket hazard insurance policy or master
             force placed hazard insurance policy, as described under
             "Description of the Underlying Mortgage Loans--Certain Terms and
             Conditions of the Underlying Mortgage Loans--Hazard, Liability and
             Other Insurance" in this prospectus supplement;

         o   any amounts with respect to REO Properties relating to the
             underlying mortgage loans, which amounts are transferred by the
             special servicer from its REO account; and

         o   any amounts with respect to the underlying mortgage loans that are
             transferred from any debt service reserve accounts.

         Upon receipt of any of the amounts described in the first seven bullets
of the prior paragraph with respect to any specially serviced mortgage loan in
the trust fund, the special servicer is required to promptly remit those amounts
to the master servicer for deposit in the master servicer's collection account.

         Also, notwithstanding the foregoing, after the occurrence of an A/B
Material Default with respect to any A/B Loan Pair, for so long as such A/B
Material Default is continuing, amounts received with respect to that A/B Loan
Pair or the related mortgaged real property will be deposited into an account
maintained by the master servicer, which may be a subaccount of the collection
account, solely with respect to that A/B Loan Pair and thereafter amounts
allocable to the related A-Note Mortgage Loan will be transferred to the
collection account.

         Withdrawals. The master servicer may make withdrawals from its
collection account for any of the following purposes, which are not listed in
any order of priority:

         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



                                     S-167


             supplement, on the business day preceding each distribution date,
             all payments and other collections on the mortgage loans and any
             REO Properties in the trust fund that are then on deposit in the
             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 subsequent to
                 the end of the related collection period,

             (b) 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 the collection
                 account to any person other than the series 2004-C5
                 certificateholders in accordance with any of clauses 2. through
                 20. below;

         2.  to reimburse itself, the special servicer or the trustee, as
             applicable, for any unreimbursed advances made by that party, as
             described under "--Servicing and Other Compensation and Payment of
             Expenses" above and "Description of the Offered
             Certificates--Advances of Delinquent Monthly Debt Service Payments"
             in this prospectus supplement, with that reimbursement to be made
             out of collections on the underlying mortgage loan or REO Property
             as to which the advance was made;

         3.  to pay itself, any primary servicer, the trustee or the certificate
             administrator earned and unpaid master servicing fees or trustee
             fees, including certificate administrator fees, as applicable, with
             respect to each mortgage loan in the trust fund, the Eastgate Mall
             Junior Companion Loans and the FedEx-Midway Junior Companion Loan,
             with that payment to be made out of collections on that mortgage
             loan that are allocable as interest;

         4.  to pay the special servicer, out of related collections of
             interest, earned and unpaid special servicing fees with respect to
             each mortgage loan in the trust fund that is either--

             (a) a specially serviced mortgage loan, or

             (b) a mortgage loan as to which the related mortgaged real property
                 has become an REO Property;

         5.  to pay the special servicer or, if applicable, any predecessor to
             the special servicer, earned and unpaid work-out fees and
             liquidation fees to which it is entitled with respect to the
             mortgage pool, with that payment to be made from the sources
             described under "--Servicing and Other Compensation and Payment of
             Expenses" above;

         6.  to reimburse itself, the special servicer or the trustee, as
             applicable, out of general collections on the mortgage loans and
             any REO Properties in the trust fund, for any unreimbursed advance
             made by that party as described under "--Servicing and Other
             Compensation and Payment of Expenses" above and "Description of the
             Offered Certificates--Advances of Delinquent Monthly Debt Service
             Payments" in this prospectus supplement, which advance has been
             determined not to be ultimately recoverable under clause 2. above
             and to reimburse itself, the special servicer or the trustee, as
             applicable, out of amounts on deposit that represent principal
             collections, for any advance that relates to a defaulted mortgage
             loan and remains unreimbursed after such mortgage loan is returned
             to performing status;

         7.  in connection with the reimbursement of advances as described in
             clause 2. or 6. above, to pay itself, the special servicer or the
             trustee, as applicable, unpaid interest accrued on any advance made
             by that party under the pooling and servicing agreement, with that
             payment to be made out of Default Interest and late payment charges
             received with respect to the particular mortgage loan in the trust
             fund as to which, or that relates to the mortgaged real property as
             to which, that advance was made;

         8.  in connection with the reimbursement of advances as described in
             clause 2. or 6. above, to pay itself, the special servicer or the
             trustee, as the case may be, out of general collections on the
             mortgage loans and any REO Properties in the trust fund, any
             interest accrued and payable on that advance and not otherwise
             payable under clause 7. above;

         9.  to pay the master servicer or the special servicer, as the case may
             be, any items of additional servicing compensation on deposit in
             the collection account as discussed under "--Servicing and Other
             Compensation and Payment of Expenses--Additional Servicing
             Compensation" above;


                                     S-168



         10. to pay any unpaid liquidation expenses incurred with respect to any
             liquidated mortgage loan or REO Property in the trust fund;

         11. to pay, out of general collections on the mortgage loans and any
             REO Properties in the trust fund, certain servicing expenses that
             would, if advanced, be nonrecoverable under clause 2. above;

         12. to pay, out of general collections on the mortgage loans and any
             REO Properties in the trust fund, for the unadvanced costs and
             expenses incurred by the trust fund due to actions taken based upon
             an environmental assessment of any mortgaged real property, as well
             as for the unadvanced costs and expenses incurred by the trust fund
             for certain additional environmental testing at any mortgaged real
             property;

         13. to pay itself, the special servicer, the trustee, the certificate
             administrator, us or any of their or our respective affiliates,
             directors, members, managers, shareholders, officers, employees and
             agents (including any primary servicer), as the case may be, out of
             general collections on the mortgage loans and any REO Properties in
             the trust fund, any of the reimbursements or indemnities to which
             we or any of those other persons or entities are entitled as
             described under "Description of the Governing Documents--Matters
             Regarding the Master Servicer, the Special Servicer, the Manager
             and Us" and "--Matters Regarding the Trustee" in the accompanying
             prospectus;

         14. to pay, out of general collections on the mortgage loans and any
             REO Properties in the trust fund, for (a) the costs of various
             opinions of counsel related to the servicing and administration of
             the mortgage loans in the trust fund, (b) expenses properly
             incurred by the trustee in connection with providing tax-related
             advice to the special servicer or master servicer and (c) the fees
             of the master servicer and/or the trustee for confirming a fair
             value determination by the special servicer of a Defaulted Loan;

         15. to reimburse itself, the special servicer, the trustee or the
             certificate administrator, as the case may be, for any unreimbursed
             expenses reasonably incurred in respect of any breach or defect in
             respect of a mortgage loan giving rise to a repurchase obligation
             of a mortgage loan seller, or the enforcement of such obligation,
             under the related mortgage loan purchase agreement;

         16. to pay for--

             (a) the cost of the opinions of counsel for purposes of REMIC
                 administration or amending the pooling and servicing agreement
                 to the extent payable out of the trust fund; and

             (b) the cost of obtaining an extension from the Internal Revenue
                 Service for the sale of any REO Property;

         17. to pay any other items described in this prospectus supplement as
             being payable from the collection account;

         18. to pay to the applicable party amounts received on any mortgage
             loan or REO Property that has been purchased or otherwise removed
             from the trust fund;

         19. to pay any amount, in addition to normal remittances, allocable to
             the holder of a Companion Loan pursuant to the related
             intercreditor, co-lender or similar agreement;

         20. to withdraw amounts deposited in the collection account in error;
             and

         21. to clear and terminate the collection account upon the termination
             of the pooling and servicing agreement.

         In no event will any amounts allocable to a B-Note Companion Loan be
available to cover any payments or reimbursements associated with any underlying
mortgage loan other than the related A-Note Mortgage Loan. In addition, any
amounts allocable to a B-Note Companion Loan will be available to cover payments
and/or reimbursements associated with the related A-Note Mortgage Loan only to
the extent described under "Description of the Underlying Mortgage Loans--The
A/B Loan Pairs" in this prospectus supplement.



                                     S-169


FAIR VALUE PURCHASE OPTION

         The pooling and servicing agreement grants the Series 2004-C5 Directing
Certificateholder and the special servicer an assignable option (a "Purchase
Option") to purchase Defaulted Loans from the trust fund in the manner and at
the price described below. The Purchase Option held or assigned by a Series
2004-C5 Directing Certificateholder (if not earlier exercised or declined) will
expire at such time as the related class of series 2004-C5 certificates is no
longer the series 2004-C5 controlling class.

         Promptly after the determination that a mortgage loan in the trust fund
has become a Defaulted Loan, the special servicer will be required to notify the
trustee, the certificate administrator, the master servicer and the Series
2004-C5 Directing Certificateholder of such determination.

         Within 60 days after a mortgage loan becomes a Defaulted Loan, the
special servicer will be required to determine the fair value of such mortgage
loan in accordance with the Servicing Standard and consistent with the
guidelines contained in the pooling and servicing agreement. The special
servicer will be permitted to change from time to time thereafter, its
determination of the fair value of a Defaulted Loan based upon changed
circumstances, new information or otherwise, in accordance with the Servicing
Standard. In the event that the special servicer or any affiliate of the special
servicer exercises the purchase option described above with respect to any
Defaulted Loan in the trust fund, including as the Series 2004-C5 Directing
Certificateholder or as the assignee of another option holder, then the master
servicer (or, if the master servicer is also the special servicer or an
affiliate of the special servicer, the trustee) will be required to confirm that
the special servicer's determination as to the fair value of that mortgage loan
is no less than the amount that the master servicer considers to be the fair
value of that mortgage loan. In such event, the special servicer shall promptly
deliver to the master servicer or the trustee, as applicable in accordance with
the foregoing sentence, the most recent related appraisal then in the special
servicer's possession, together with such other third-party reports and other
information then in the special servicer's possession that is relevant to the
confirmation of the special servicer's determination of fair value, including
information regarding any change in circumstance regarding the related mortgaged
real property known to the special servicer that has occurred subsequent to, and
that would materially affect the value of the related mortgaged real property
reflected in, the most recent related appraisal. Notwithstanding the foregoing,
and if the special servicer has not already done so, the master servicer or the
trustee, as the case may be, may (at its option) designate a qualified
independent expert in real estate or commercial mortgage loan matters with at
least five years' experience in valuing or investing in loans similar to the
subject specially serviced mortgage loan, selected with reasonable care by the
master servicer or the trustee, as the case may be, to confirm that the special
servicer's fair value determination is consistent with or greater than what the
independent expert considers to be the fair value of such mortgage loan. In that
event, the master servicer or trustee, as applicable, will be entitled to rely
upon such independent expert's determination. The reasonable costs of all
third-party opinions of value and any appraisals and inspection reports incurred
by the master servicer or trustee, as the case may be, as contemplated by this
paragraph will be advanced by the master servicer or trustee, as the case may
be, and will constitute, and be reimbursable as, a servicing advance. In
addition, the master servicer or the trustee, as the case may be, will be
entitled to receive out of the master servicer's collection account a fee, as
specified in the pooling and servicing agreement, for each such confirmation of
the special servicer's fair value determination with respect to any particular
specially serviced mortgage loan that is made by the master servicer or the
trustee, as the case may be.

         Each holder of the Purchase Option may, at its option, purchase a
Defaulted Loan from the trust fund at a price (the "Option Price") equal to--

         o   if the special servicer has not yet determined the fair value of
             the Defaulted Loan, the unpaid principal balance of the Defaulted
             Loan, plus accrued and unpaid interest on such balance, all related
             unreimbursed servicing advances together with any unpaid interest
             on any advance owing to the party or parties that made them, and
             all accrued special servicing fees and additional trust expenses
             allocable to such Defaulted Loan whether paid or unpaid and all
             cost and expenses in connection with the sale, or

         o   if the special servicer has made such fair value determination, the
             fair market value of the Defaulted Loan as determined by the
             special servicer.

         If the most recent fair value calculation was made more than 90 days
prior to the exercise date of the Purchase Option, then the special servicer
must confirm or revise the fair value determination, and the Option Price at
which the Defaulted Loan may be purchased will be modified accordingly.

         Unless and until the Purchase Option with respect to a Defaulted Loan
is exercised, the special servicer will be required to pursue such other
resolution strategies available under the pooling and servicing agreement,
including workout and foreclosure, consistent with the Servicing Standard, but
the special servicer will not be permitted to sell the Defaulted



                                     S-170


Loan other than pursuant to the exercise of the Purchase Option or in accordance
with any applicable intercreditor or co-lender agreement.

         If not exercised sooner, the Purchase Option with respect to any
Defaulted Loan will automatically terminate upon--

         o   the related mortgagor's cure of all defaults that caused such
             mortgage loan to be a Defaulted Loan,

         o   the acquisition on behalf of the trust of title to the related
             mortgaged real property by foreclosure or deed in lieu of
             foreclosure,

         o   the modification, waiver or pay-off (full or discounted) of the
             Defaulted Loan in connection with a workout, or

         o   in the case of the Eastgate Mall Mortgage Loan or the FedEx-Midway
             Mortgage Loan, the purchase of that mortgage loan from the trust
             fund, as contemplated under "Description of the Underlying Mortgage
             Loans--Certain Matters Regarding the Eastgate Mall Mortgage Loan"
             above and "--Certain Matters Regarding the FedEx-Midway Mortgage
             Loan" above.

         There can be no assurance that the Fair Value of any Defaulted Loan
(determined as described above) will equal the amount that could have actually
been realized in an open bid or that the Option Price for that mortgage loan
will equal or be greater than the amount that could have been realized through
foreclosure or a work-out of that mortgage loan.

PROCEDURES WITH RESPECT TO DEFAULTED MORTGAGE LOANS

         If a default on any underlying mortgage loan in the trust fund has
occurred, the special servicer, on behalf of the trustee, is permitted, in
addition to the actions described under "--Modifications, Waivers, Amendments
and Consents" above, to take any of the following actions:

         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 real property, by
             operation of law or otherwise;

provided that the pooling and servicing agreement imposes limitations on
enforcement actions solely to recover Post-ARD Additional Interest on an ARD
Loan.

         The special servicer may not, however, acquire title to any mortgaged
real property, have a receiver of rents appointed with respect to any mortgaged
real property or take any other action with respect to any mortgaged real
property that would cause the trustee, for the benefit of the holders of the
series 2004-C5 certificates (or, in the case of an A/B Loan Pair, the holders of
the series 2004-C5 certificates and the holder of the related Companion Loan),
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
particular mortgaged real property within the meaning of certain federal
environmental laws, unless--

         o   the special servicer has, within the prior 12 months, received an
             environmental assessment report with respect to the particular real
             property prepared by a person who regularly conducts environmental
             audits, which report will be an expense of the trust fund, and

         o   either:

             1.  the report indicates that--

                 (a) the particular real property is in compliance with
                     applicable environmental laws and regulations, and

                 (b) there are no circumstances or conditions present at the
                     particular real property relating to the use, management or
                     disposal of hazardous materials for which investigation,
                     testing,



                                     S-171


                     monitoring, containment, clean-up or remediation could be
                     required under any applicable environmental laws and
                     regulations; or

             2.  the special servicer determines in accordance with the
                 Servicing Standard, taking account of any applicable
                 environmental insurance policy, that taking the actions
                 necessary to bring the particular real property into compliance
                 with applicable environmental laws and regulations and/or
                 taking any of the other actions contemplated by clause 1(b)
                 above, is reasonably likely to produce a greater recovery for
                 the holders of the series 2004-C5 certificates, as a collective
                 whole (or, in the case of an A/B Loan Pair, for the holders of
                 the series 2004-C5 certificates and the holder of the related
                 Companion Loan, as a collective whole), on a present value
                 basis, than not taking those actions.

         If neither of the conditions in clauses 1. and 2. of the second bullet
of the prior paragraph are satisfied, the special servicer may take those
actions as are in accordance with the Servicing Standard, other than proceeding
against the contaminated mortgaged real property. In addition, when the special
servicer determines it to be appropriate, it may, on behalf of the trust fund,
release all or a portion of the related mortgaged real property from the lien of
the related mortgage instrument.

         A borrower's failure to make required mortgage loan payments may mean
that operating income from the related mortgaged real property 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 payments of taxes
or otherwise to maintain and insure the related mortgaged real property. In
general, the special servicer will be required to monitor any specially serviced
mortgage loan in the trust fund, evaluate whether the causes of the default can
be corrected over a reasonable period without significant impairment of the
value of the related mortgaged real property, initiate corrective action in
cooperation with the borrower if cure is likely, inspect the related mortgaged
real property and take such other actions as it deems necessary and appropriate.
A significant period of time may elapse before the special servicer is able to
assess the success of any such corrective action or the need for additional
initiatives. The time within which the special servicer can make the initial
determination of appropriate action, evaluate the success of corrective action,
develop additional initiatives, institute foreclosure proceedings and actually
foreclose, or accept a deed to a mortgaged real property in lieu of foreclosure,
on behalf of the holders of the series 2004-C5 certificates and, in the case of
an A/B Loan Pair, the holder of the related Companion Loan, may vary
considerably depending on the particular underlying mortgage loan, the related
mortgaged real property, the borrower, the presence of an acceptable party to
assume the subject mortgage loan and the laws of the jurisdiction in which the
related mortgaged real property is located. If a borrower files a bankruptcy
petition, the special servicer may not be permitted to accelerate the maturity
of the defaulted loan or to foreclose on the related real property for a
considerable period of time.

         If liquidation proceeds collected with respect to any defaulted
mortgage loan in the trust fund are less than the outstanding principal balance
of the subject defaulted mortgage loan, together with accrued interest on and
reimbursable expenses incurred by the special servicer, the master servicer
and/or any other party in connection with the subject defaulted mortgage loan,
then the trust fund will realize a loss in the amount of the shortfall. The
special servicer and/or master servicer will be entitled to reimbursement out of
the liquidation proceeds recovered on any defaulted mortgage loan, prior to the
payment of any portion of those liquidation proceeds to the holders of the
series 2004-C5 certificates, for any and all amounts that represent unpaid
servicing compensation in respect of the subject mortgage loan, unreimbursed
servicing expenses incurred with respect to the subject mortgage loan and any
unreimbursed advances of delinquent payments made with respect to the subject
mortgage loan. In addition, amounts otherwise payable on the series 2004-C5
certificates may be further reduced by interest payable to the master servicer
and/or special servicer on the servicing expenses and advances with respect to
the subject mortgage loan.

REO PROPERTIES

         If title to any mortgaged real property is acquired by the special
servicer on behalf of the trust fund (or, in the case of an A/B Loan Pair, on
behalf of the trust fund and the holder of the related Companion Loan), the
special servicer will be required to sell that property not later than the end
of the third calendar year following the year of acquisition, unless--

         o   the IRS grants an extension of time to sell the property, or

         o   the special servicer obtains an opinion of independent counsel
             generally to the effect that the holding of the property subsequent
             to the end of the third calendar year following the year in which
             the acquisition occurred will not result in the imposition of a tax
             on the assets of the trust fund or cause any REMIC


                                     S-172


             created under the pooling and servicing agreement to fail to
             qualify as a REMIC under the Internal Revenue Code.

         The special servicer will be required to use reasonable efforts to
solicit cash offers for any REO Property held in the trust fund in a manner that
will be reasonably likely to realize a fair price for the property as soon as
reasonably practical and in any event within the time periods contemplated by
the prior paragraph. The special servicer may, at the expense of the trust fund,
retain an independent contractor to operate and manage any REO Property. The
retention of an independent contractor will not relieve the special servicer of
its obligations with respect to any REO Property. Regardless of whether the
special servicer applies for or is granted an extension of time to sell any REO
Property, the special servicer will be required to act in accordance with the
Servicing Standard to liquidate that REO Property on a timely basis. If an
extension is granted or opinion given, the special servicer must sell the
subject REO Property within the period specified in the extension or opinion.

         In general, the special servicer or an independent contractor employed
by the special servicer at the expense of the trust fund will be obligated to
operate and manage any REO Property held by the trust fund solely for the
purpose of its prompt disposition and sale, in a manner that:

         o   maintains its status as foreclosure property under the REMIC
             provisions of the Internal Revenue Code; and

         o   to the extent consistent with the foregoing, is in accordance with
             the Servicing Standard.

         The special servicer must review the operation of each REO Property
held by the trust fund and, in connection with that review, may consult with the
certificate administrator to determine the trust fund's federal income tax
reporting position with respect to the income it is anticipated that the trust
fund would derive from the property. The special servicer could determine that
it would not be consistent with the requirements of the foregoing paragraph to
manage and operate the property in a manner that would avoid the imposition of--

         o   a tax on net income from foreclosure property, within the meaning
             of Section 857(b)(4)(B) of the Internal Revenue Code, or

         o   a tax on prohibited transactions under Section 860F of the Internal
             Revenue Code.

         This determination is most likely to occur in the case of an REO
Property that is a hotel. To the extent that income the trust fund receives from
an REO Property is subject to--

         o   a tax on net income from foreclosure property, that income would be
             subject to federal tax at the highest marginal corporate tax rate,
             which is currently 35%,

         o   a tax on prohibited transactions, that income would be subject to
             federal tax at a 100% rate.

         The determination as to whether income from an REO Property held by the
trust fund would be subject to a tax will depend on the specific facts and
circumstances relating to the management and operation of each REO Property. The
risk of taxation being imposed on income derived from the operation of
foreclosed property is particularly present in the case of hotels or hospitality
properties. Generally, income from an REO Property that is directly operated by
the special servicer would be apportioned and classified as service or
non-service income. The service portion of the income could be subject to
federal tax either at the highest marginal corporate tax rate or at the 100%
prohibited transactions rate. The non-service portion of the income could be
subject to federal tax at the highest marginal corporate tax rate or, although
it appears unlikely, at the 100% prohibited transactions rate. Any tax imposed
on the trust fund's income from an REO Property would reduce the amount
available for payment to the series 2004-C5 certificateholders. See "Federal
Income Tax Consequences" in this prospectus supplement and in the accompanying
prospectus. The reasonable out-of-pocket costs and expenses of obtaining
professional tax advice in connection with the foregoing will be payable out of
the master servicer's collection account.

         The special servicer will be required to segregate and hold all funds
collected and received in connection with any REO Property held by the trust
fund separate and apart from its own funds and general assets. If an REO
Property is acquired by the trust fund, 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. That REO account must be maintained in
a manner and with a depository institution that satisfies rating agency
standards for securitizations similar to the one involving the offered
certificates. The special servicer will be required to deposit, or cause to be
deposited, in its REO account, within one business day following receipt, all
net income, insurance proceeds, condemnation proceeds and liquidation proceeds
received



                                     S-173


with respect to each REO Property held by the trust fund. The funds held in the
REO account may be held as cash or invested in Permitted Investments. Any
interest or other income earned on funds in the special servicer's REO account
will be payable to the special servicer, subject to the limitations described in
the pooling and servicing agreement.

         The special servicer will be required to withdraw from its REO account
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 REO account and deposit, or deliver to the
master servicer for deposit, into the 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:

         o   any withdrawals made out of those amounts, as described in the
             preceding sentence; and

         o   any portion of those amounts that may be retained as reserves, as
             described in the next sentence;

provided that, if the subject REO Property relates to an A/B Loan Pair, the
foregoing transfer of funds may be to a specific account relating thereto, with
amounts allocable to the related underlying mortgage loan thereafter being
transferred to the master servicer's collection account. The special servicer
may, subject to the limitations described in the pooling and servicing
agreement, retain in its REO account such portion of the proceeds and
collections on any REO Property held by the trust fund, 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.

         The special servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, its REO account.

THE SERIES 2004-C5 DIRECTING CERTIFICATEHOLDER AND THE SERIES 2004-C5
CONTROLLING CLASS

         General. As of any date of determination, the controlling class of
series 2004-C5 certificateholders will be the holders of the most subordinate
class of series 2004-C5 certificates then outstanding, other than the Class A-X,
A-SP, R, LR and V certificates, 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-C5 certificates, exclusive of the Class A-X, A-SP, R, LR
and V certificates, has a total principal balance that satisfies this
requirement, then the controlling class of series 2004-C5 certificateholders
will be the holders of the most subordinate class of series 2004-C5 certificates
then outstanding, other than the Class A-X, A-SP, R, LR and V certificates, that
has a total principal balance greater than zero. For purposes of determining the
series 2004-C5 controlling class, the class A-1, A-2, A-3, A-AB, A-4 and A-1-A
certificates will represent a single class. As of the closing date, the initial
series 2004-C5 controlling class will be the class P certificates.

         The "Series 2004-C5 Directing Certificateholder" is a certificateholder
(or, in the case of a class of book-entry certificates, a beneficial owner) of
the series 2004-C5 controlling class selected by the holders (or beneficial
owners) of more than 50% of the total principal balance of the series 2004-C5
controlling class, as certified by the certificate registrar from time to time;
provided, however, that until a Series 2004-C5 Directing Certificateholder is so
selected or after receipt of a notice from the holders of more than 50% of the
total principal balance of the series 2004-C5 controlling class that a Series
2004-C5 Directing Certificateholder is no longer designated, the series 2004-C5
controlling class certificateholder that beneficially owns the largest aggregate
principal balance of the series 2004-C5 controlling class certificates will be
the Series 2004-C5 Directing Certificateholder.

         Certain Rights and Powers of the Series 2004-C5 Directing
Certificateholder. The special servicer is, in general, required to notify the
Series 2004-C5 Directing Certificateholder of its intention to take, or consent
to the master servicer's taking, any of the Specially Designated Servicing
Actions in respect of the mortgage pool or any REO Property held by the Trust
Fund. The special servicer will, in general, not be permitted to take any
Specially Designated Servicing Action with respect to the mortgage pool or any
REO Property held by the Trust Fund as to which the Series 2004-C5 Directing
Certificateholder has objected in writing within 10 business days of having been
notified in writing of, and having been provided with all reasonably requested
information with respect to, the particular action; provided that, in the event
that the special servicer determines that immediate action is necessary to
protect the interests of the series 2004-C5 certificateholders and the holder of
any related Companion Loan (as a collective whole), the special servicer may
take, or consent to the master servicer's taking, a Specially Designated
Servicing Action with respect to a mortgage loan or REO Property held by the
Trust Fund without waiting for the Series 2004-C5 Directing Certificateholder's
response.

                                     S-174


         In addition, the Series 2004-C5 Directing Certificateholder may direct
the special servicer to take, or to refrain from taking, any actions with
respect to the servicing and/or administration of the specially serviced
mortgage loans and REO properties in the trust fund that the Series 2004-C5
Directing Certificateholder may consider advisable or as to which provision is
otherwise made in the pooling and servicing agreement.

         Notwithstanding the foregoing, no such advice, direction or objection
of the Series 2004-C5 Directing Certificateholder contemplated by the foregoing
paragraphs may--

         o   require or cause the special servicer or master servicer to violate
             any applicable law;

         o   require or cause the special servicer or master servicer to violate
             the provisions of the pooling and servicing agreement, including
             those requiring the special servicer and the master servicer to act
             in accordance with the Servicing Standard and not to impair the
             status of the trust fund REMICs as REMICs;

         o   require or cause the special servicer or master servicer to violate
             the terms of a mortgage loan or any applicable intercreditor,
             co-lender or similar agreement;

         o   expose the master servicer, the special servicer, us, either of the
             mortgage loan sellers, the trust fund, the trustee, the certificate
             administrator or their or our affiliates, officers, directors,
             shareholders, members, managers, employees or agents to any claim,
             suit or liability for which the pooling and servicing agreement
             would not provide indemnification to such party; or

         o   materially expand the scope of the master servicer's or special
             servicer's responsibilities under the pooling and servicing
             agreement; and

neither the master servicer nor the special servicer will follow any such
direction if given by the Series 2004-C5 Directing Certificateholder or initiate
any such actions.

         By its acceptance of a series 2004-C5 certificate, each series 2004-C5
certificateholder confirms its understanding that the Series 2004-C5 Directing
Certificateholder may take actions that favor the interests of one or more
classes of the series 2004-C5 certificates over other classes of the series
2004-C5 certificates and that the Series 2004-C5 Directing Certificateholder may
have special relationships and interests that conflict with those of holders of
some classes of the series 2004-C5 certificates and, absent willful misfeasance,
bad faith, negligence or negligent disregard of obligations or duties on the
part of the Series 2004-C5 Directing Certificateholder, each series 2004-C5
certificateholder agrees to take no action against the Series 2004-C5 Directing
Certificateholder as a result of such a special relationship or conflict.

INSPECTIONS; COLLECTION OF OPERATING INFORMATION

         The special servicer will be required to physically inspect or cause a
physical inspection of the related corresponding mortgaged real property as soon
as practicable after any mortgage loan in the trust fund becomes a specially
serviced mortgage loan and annually thereafter for so long as that mortgage loan
remains a specially serviced mortgage loan. Beginning in 2005, the master
servicer will be required, at its own expense, to physically inspect or cause a
physical inspection of each mortgaged real property at least once per calendar
year or, in the case of each mortgage loan with an unpaid principal balance of
under $2,500,000, once every two years (or at lesser frequency as each rating
agency shall have confirmed in writing to the master servicer will not, in and
of itself, result in a downgrade, qualification or withdrawal of the then
current ratings assigned to any class of series 2004-C5 certificates), if the
special servicer has not already done so in that period as contemplated by the
preceding sentence. The master servicer and the special servicer will each be
required to prepare or cause the preparation of a written report of each
inspection performed by it that generally describes the condition of the
particular real property.

         Most of the mortgages obligate the related borrower to deliver
quarterly, and substantially all mortgages require annual, property operating
statements. However, there can be no assurance that any operating statements
required to be delivered will in fact be delivered, nor is the special servicer
or the master servicer likely to have any practical means of compelling such
delivery in the case of an otherwise performing mortgage loan.



                                     S-175


EVIDENCE AS TO COMPLIANCE

         Beginning in 2005 and each year thereafter, on or before a date set
forth in the pooling and servicing agreement, the master servicer and the
special servicer must each:

         o   at its expense, cause a firm of independent public accountants,
             that is a member of the American Institute of Certified Public
             Accountants to furnish a statement to the certificate
             administrator, among others, to the effect that--

             1.  the firm has examined the servicing operations of the master
                 servicer or the special servicer, as the case may be, for the
                 previous year, and

             2.  on the basis of that examination, conducted substantially in
                 compliance with USAP or the Audit Program, the firm confirms
                 that the master servicer or the special servicer, as
                 applicable, has complied during the previous year with the
                 minimum servicing standards, to the extent applicable to
                 multifamily and commercial mortgage loans, identified in USAP
                 or the Audit Program, in all material respects, except for the
                 significant exceptions or errors in records that, in the
                 opinion of the firm, USAP or the Audit Program requires it to
                 report; and

         o   deliver to the certificate administrator, among others, a statement
             signed by an officer of the master servicer or the special
             servicer, as the case may be, to the effect that, to the knowledge
             of that officer, the master servicer or special servicer, as the
             case may be, has fulfilled its obligations under the pooling and
             servicing agreement in all material respects throughout the
             preceding calendar year or, if there has been a material default,
             specifying each material default known to such officer, the nature
             and status of such default and the action proposed to be taken with
             respect thereto.

         In rendering its report, the accounting firm referred to in the first
bullet of the prior sentence may, as to matters relating to the direct servicing
of commercial and multifamily mortgage loans by sub-servicers, rely upon
comparable reports of firms of independent certified public accountants rendered
on the basis of examinations conducted in accordance with the same standards,
within one year of the report, with respect to those sub-servicers.

EVENTS OF DEFAULT

         Each of the following events, circumstances and conditions, among
others, will be considered events of default under the pooling and servicing
agreement:

         o   the master servicer or the special servicer fails to deposit, or to
             remit to the appropriate party for deposit, into the master
             servicer's collection account or the special servicer's REO
             account, as appropriate, any amount required to be so deposited,
             and that failure continues unremedied for three business days
             following the date on which the deposit or remittance was required
             to be made;

         o   the master servicer fails to remit to the certificate administrator
             for deposit in the certificate administrator's distribution account
             or to any holder of a Companion Loan any amount required to be so
             remitted, and that failure continues unremedied beyond a specified
             time on the business day following the date on which the remittance
             was required to be made;

         o   the master servicer fails to timely make any servicing advance
             required to be made by it under the pooling and servicing
             agreement, and that failure continues unremedied for three business
             days following the date on which written notice has been given to
             the master servicer by the trustee or any other party to the
             pooling and servicing agreement;

         o   the master servicer or the special servicer fails to observe or
             perform in any material respect any of its other covenants or
             agreements under the pooling and servicing agreement and that
             failure continues unremedied for 30 days after written notice of it
             has been given to the master servicer or the special servicer, as
             the case may be, by any other party to the pooling and servicing
             agreement, by the Series 2004-C5 Directing Certificateholder, by
             certificateholders entitled to not less than 25% of the series
             2004-C5 voting rights; provided, however, that, with respect to any
             such failure that is not curable within such 30-day period, the
             master servicer or the special servicer, as appropriate, will have
             an additional cure period of 30 days to effect such cure so long as
             the master servicer or the special servicer, as appropriate, has
             commenced to



                                     S-176


             cure such failure within the initial 30-day period and has
             diligently pursued, and is continuing to pursue, a full cure;

         o   it is determined that there is a breach by the master servicer or
             the special servicer of any of its representations or warranties
             contained in the pooling and servicing agreement that materially
             and adversely affects the interests of any class of series 2004-C5
             certificateholders, and that breach continues unremedied for 30
             days after written notice of it has been given to the master
             servicer or the special servicer, as the case may be, by any other
             party to the pooling and servicing agreement, by the Series 2004-C5
             Directing Certificateholder or by certificateholders entitled to
             not less than 25% of the series 2004-C5 voting rights; provided,
             however, that, with respect to any such breach that is not curable
             within such 30-day period the master servicer or the special
             servicer, as appropriate, will have an additional cure period of 30
             days to effect such cure so long as the master servicer or the
             special servicer, as appropriate, has commenced to cure such breach
             within the initial 30-day period and has diligently pursued, and is
             continuing to pursue, a full cure;

         o   a decree or order of a court having jurisdiction in an involuntary
             case for the appointment of a receiver, liquidator, trustee or
             similar official in any bankruptcy, insolvency, readjustment of
             debt, marshalling of assets and liabilities or similar proceedings
             is entered against the master servicer or the special servicer and
             the decree or order remains in force for a period of 60 days;
             provided, however, that, with respect to any such decree or order
             that cannot be discharged, dismissed or stayed within such 60-day
             period the master servicer or the special servicer, as appropriate,
             will have an additional period of 30 days to effect such discharge,
             dismissal or stay so long as the master servicer or the special
             servicer, as appropriate, has commenced proceedings to have such
             decree or order dismissed, discharged or stayed within the initial
             60-day period and has diligently pursued, and is continuing to
             pursue, such discharge, dismissal or stay;

         o   the master servicer or the special servicer consents to the
             appointment of a receiver, liquidator, trustee or similar official
             relating to it or of or relating to all or substantially all of its
             property;

         o   the master servicer or the special servicer admits in writing its
             inability to pay its debts or takes other actions indicating its
             insolvency or inability to pay its obligations;

         o   Moody's has (a) qualified, downgraded or withdrawn any rating then
             assigned by it to any class of series 2004-C5 certificates, or (b)
             placed any class of series 2004-C5 certificates on "watch status"
             in contemplation of possible rating downgrade or withdrawal (and
             that "watch status" placement has not have been withdrawn by it
             within 60 days of such placement), and, in either case, cited
             servicing concerns with the master servicer or the special servicer
             as the sole or a material factor in such rating action; or o the
             master servicer is removed from S&P's approved master servicer
             list, or the special servicer is removed from S&P's approved
             special servicer list, and the master servicer or the special
             servicer, as the case may be, is not reinstated to that list within
             60 days after its removal therefrom.

RIGHTS UPON EVENT OF DEFAULT

         If an event of default described above under "--Events of Default"
above occurs with respect to the master servicer or the special servicer and
remains unremedied, the trustee will be authorized, and at the direction of
series 2004-C5 certificateholders entitled to not less than 25% of the series
2004-C5 voting rights, the trustee will be required, to terminate all of the
obligations and, with limited exception, all of the rights of the defaulting
party under the pooling and servicing agreement and in and to the assets of the
trust fund, other than any rights the defaulting party may have (a) as a series
2004-C5 certificateholder or (b) with respect to any unpaid servicing
compensation, including the excess servicing strip, if applicable, unreimbursed
advances and interest thereon or rights to indemnification. Upon any such
termination, subject to the discussion in the next two 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 defaulting party under the pooling and servicing agreement; or

         o   appoint an established mortgage loan servicing institution to act
             as successor to the defaulting party under the pooling and
             servicing agreement.

         Certificateholders entitled to a majority of the series 2004-C5 voting
rights may require the trustee to appoint an established mortgage loan servicing
institution, or other entity as to which the trustee has received written notice
from each



                                     S-177


rating agency that such appointment would not, in and of itself, result in the
downgrade, qualification or withdrawal of the then current ratings assigned to
any class of series 2004-C5 certificates, to act as successor to the defaulting
party rather than have the trustee act as that successor. In the case of a
number of underlying mortgage loans, it is expected that the master servicer
will perform some or all of its servicing duties through primary servicers that
cannot be terminated, including by a successor master servicer, except for
cause.

         In general, certificateholders entitled to at least 662/3% of the
voting rights allocated to each class of series 2004-C5 certificates affected by
any event of default may waive the event of default. However, the events of
default described in the first and second bullets under "--Events of Default"
above may only be waived by all of the holders of the affected classes of series
2004-C5 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 pooling and servicing agreement.

         No series 2004-C5 certificateholder will have the right under the
pooling and servicing agreement to institute any proceeding with respect thereto
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, series 2004-C5
             certificateholders entitled to not less than 25% of the series
             2004-C5 voting rights have made written request upon the trustee to
             institute that proceeding in its own name as trustee under the
             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.

The trustee or the certificate administrator, however, will be under no
obligation to exercise any of the trusts or powers vested in it by the 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 thereto at the request, order or direction of any of the series 2004-C5
certificateholders, unless in the trustee's or certificate administrator's
opinion, those series 2004-C5 certificateholders have offered to the trustee or
the certificate administrator reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred by the trustee or the
certificate administrator as a result.

MATTERS REGARDING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

         Each of the trustee and the certificate administrator is at all times
required to be a corporation, bank, trust company or banking association
organized and doing business under the laws of the U.S. or any State of the U.S.
or the District of Columbia. Furthermore, the trustee and the certificate
administrator must each at all times--

         o   be authorized under those laws to exercise trust powers,

         o   have a combined capital and surplus of at least $50,000,000, and

         o   be subject to supervision or examination by federal or state
             authority.

         If the corporation, bank, trust company or banking association
publishes reports of condition at least annually, in accordance with 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.

         We, the master servicer, the special servicer and our and their
respective affiliates, may from time to time enter into normal banking and
trustee relationships with the trustee, the certificate administrator and their
affiliates. The trustee, the certificate administrator and any of their
respective affiliates may hold series 2004-C5 certificates in their own names.
In addition, for purposes of meeting the legal requirements of some local
jurisdictions, the 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 will be
conferred or imposed upon the trustee and the separate trustee or co-trustee
jointly or, in any jurisdiction in which the trustee shall be incompetent or
unqualified to perform some acts, singly upon the separate trustee or
co-trustee, who shall exercise and perform its rights, powers, duties and
obligations solely at the direction of the trustee.

                                     S-178


         The trustee will be entitled to a monthly fee for its services and a
portion of such fee will be paid to the certificate administrator for its
services. The trustee fee will accrue with respect to each and every underlying
mortgage loan in the trust fund, including those as to which the related
mortgaged real property has become an REO Property. In each case, the trustee
fee will accrue at 0.0013% 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 mortgage loan. The trustee fee is payable out of
general collections on the mortgage loans and any REO Properties in the trust
fund and the certificate administrator fee is payable out of the trustee fee.

         The certificate administrator will be authorized to invest or direct
the investment of funds held in its distribution account and interest reserve
account in Permitted Investments. It will be--

         o   entitled to retain any interest or other income earned on those
             funds, and

         o   required to cover any losses of principal of those investments from
             its own funds.

         The certificate administrator will not be obligated, however, to cover
any losses resulting from the bankruptcy or insolvency of any unaffiliated
depository institution or trust company holding the distribution account or the
interest reserve account.

         See also "Description of the Governing Documents--The Trustee,"
"--Duties of the Trustee," "--Matters Regarding the Trustee" and "--Resignation
and Removal of the Trustee" in the accompanying prospectus.

TERMINATION

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

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

         2.  the purchase of all of the mortgage loans and REO Properties
             remaining in the trust fund by any single certificateholder or
             group of certificateholders of a majority of the total outstanding
             principal balance of the series 2004-C5 controlling class, the
             special servicer or the master servicer, in that order of
             preference.

         Written notice of termination of the pooling and servicing agreement
will be given to each series 2004-C5 certificateholder. The final distribution
with respect to each series 2004-C5 certificate will be made only upon surrender
and cancellation of that certificate at the office of the series 2004-C5
certificate registrar or at any other location specified in the notice of
termination.

         Any purchase by any single holder or group of holders of the series
2004-C5 controlling class, the master servicer or the special servicer of all
the 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 total Stated Principal Balance of all the mortgage loans
                 then included in the trust fund, other than any mortgage loans
                 as to which the mortgaged real properties have become REO
                 Properties, together with--

                 o   all unpaid and unadvanced interest, other than Default
                     Interest and Post-ARD Additional Interest, on those
                     mortgage loans through their respective due dates in the
                     related collection period, and

                 o   all unreimbursed advances for those mortgage loans,
                     together with any interest on those advances owing to the
                     parties that made them, 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 master servicer, the special servicer and
                 the trustee; minus

         o   solely in the case of a purchase by the master servicer or the
             special servicer, the total of all amounts payable or reimbursable
             to the purchaser(s) under the pooling and servicing agreement.



                                     S-179


         The purchase will result in early retirement of the then outstanding
series 2004-C5 certificates. However, the right of any single holder or group of
holders of the series 2004-C5 controlling class, the master servicer or the
special servicer to make the purchase is subject to the requirement that the
total Stated Principal Balance of the mortgage pool be less than 1.0% of the
initial mortgage pool balance. The termination price, exclusive of any portion
of the termination price payable or reimbursable to any person other than the
series 2004-C5 certificateholders, will constitute part of the Available P&I
Funds, as applicable, for the final distribution date. Any person or entity
making the purchase will be responsible for reimbursing the parties to the
pooling and servicing agreement for all reasonable out-of-pocket costs and
expenses incurred by those parties in connection with the purchase.

AMENDMENT

         In general, the pooling and servicing agreement is subject to amendment
as described under "Description of the Governing Documents--Amendment" in the
accompanying prospectus. However, no amendment of the pooling and servicing
agreement may significantly change the activities of the trust fund without the
consent of--

         o   the holders of the series 2004-C5 certificates entitled to not less
             than 662/3% of the series 2004-C5 voting rights, not taking into
             account series 2004-C5 certificates held by us or any of our
             affiliates or agents, and

         o   all of the series 2004-C5 certificateholders that will be adversely
             affected by the amendment in any material respect.

         Additionally, absent a material adverse effect on any
certificateholder, the pooling and servicing agreement may be amended by the
parties thereto without the consent of any of the certificateholders to the
extent necessary for any mortgage loan seller and their affiliates to obtain
accounting "sale" treatment for the mortgage loans under FAS 140.

         Furthermore, subject to certain exceptions, no amendment of the pooling
and servicing agreement may adversely affect any holder of a Companion Loan
without the consent of that person. The pooling and servicing agreement will
also contain certain limitations on amendments to the pooling and servicing
agreement which relate to any obligations of the mortgage loan seller or any
defined terms contained therein relating to or affecting such obligations
without the consent of the mortgage loan seller.

THE MASTER SERVICER AND THE SPECIAL SERVICER PERMITTED TO BUY CERTIFICATES

         The master servicer and the special servicer will be permitted to
purchase any class of series 2004-C5 certificates. Such a purchase by the master
servicer or the special servicer could cause a conflict relating to the master
servicer's or the special servicer's duties pursuant to the pooling and
servicing agreement and the master servicer's or the special servicer's interest
as a holder of the series 2004-C5 certificates, especially to the extent that
certain actions or events have a disproportionate effect on one or more classes
of certificates. Pursuant to the pooling and servicing agreement, the master
servicer or the special servicer is required to administer the related mortgage
loans in accordance with the Servicing Standard set forth therein without regard
to ownership of any certificate by the master servicer or the special servicer
or any affiliate thereof.

                   CERTAIN LEGAL ASPECTS OF MORTGAGE LOANS FOR
             MORTGAGED PROPERTIES LOCATED IN NEW YORK AND CALIFORNIA

         The following discussion contains a summary of certain legal aspects of
the underlying mortgage loans secured by mortgaged real properties located in
New York, which mortgage loans represent 23.6% of the initial mortgage pool
balance, and in California, which mortgage loans represent 13.0% of the initial
mortgage pool balance. The summary does not purport to be complete and is
qualified in its entirety by reference to the applicable federal and state laws
governing the subject mortgage loans.

NEW YORK

         Mortgage loans in New York are generally secured by mortgages on the
related real estate. Foreclosure of a mortgage is usually accomplished in
judicial proceedings. After an action for foreclosure is commenced, and if the
lender secures a ruling that is entitled to foreclosure ordinarily by motion for
summary judgment, the court then appoints a referee to compute the amount owed
together with certain costs, expenses and legal fees of the action. The lender
then moves to confirm the referee's report and enter a final judgment of
foreclosure and sale. Public notice of the foreclosure sale, including the
amount of the judgment, is given for a statutory period of time, after which the
mortgaged real estate is sold by



                                     S-180


a referee at public auction. There is no right of redemption after the
foreclosure sale. In certain circumstances, deficiency judgments may be
obtained. Under mortgages containing a statutorily sanctioned covenant, the
lender has a right to have a receiver appointed without notice and without
regard to the adequacy of the mortgaged real estate as security for the amount
owed.

CALIFORNIA

         Mortgage loans in California generally are secured by deeds of trust on
the related real estate. Foreclosure of a deed of trust in California may be
accomplished by a non-judicial trustee's sale under a specific provision in the
deed of trust or by judicial foreclosure. Public notice of either the trustee's
sale or the judgment of foreclosure is given for a statutory period of time
after which the mortgaged real estate may be sold by the trustee, if foreclosed
pursuant to the trustee's power of sale, or by court appointed sheriff under a
judicial foreclosure. Following a judicial foreclosure sale, the borrower or its
successor in interest may, for a period of up to one year, redeem the property.
California's "one action" rule requires the lender to exhaust the security
afforded under the deed of trust by foreclosure in an attempt to satisfy the
full debt before bringing a personal action, if otherwise permitted, against the
borrower for recovery of the debt, except in certain cases involving
environmentally impaired real property. California case law has held that acts
such as an offset of an unpledged account constitute violations of such
statutes. Violations of such statutes may result in the loss of some or all of
the security under the loan. Other statutory provisions in California limit any
deficiency judgment, if otherwise permitted, against the borrower following a
judicial sale to the excess of the outstanding debt over the greater of (a) the
fair market value of the property at the time of the public sale and (b) the
amount of the winning bid in the foreclosure. Further, under California law,
once a property has been sold pursuant to a power-of-sale clause contained in a
deed of trust, the lender is precluded from seeking a deficiency judgment from
the borrower or, under certain circumstances, guarantors. California statutory
provisions regarding assignments of rents and leases require that a lender whose
loan is secured by such an assignment must exercise a remedy with respect to
rents as authorized by statute in order to establish its right to receive the
rents after an event of default. Among the remedies authorized by statute is the
lender's right to have a receiver appointed under certain circumstances.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

         Upon the initial issuance of the offered certificates, Cadwalader,
Wickersham & Taft LLP, our counsel, will deliver its opinion generally to the
effect that, assuming compliance with the pooling and servicing agreement and
any amendments thereto and the continued qualification of the REMICs formed
under that agreement, and subject to any other assumptions set forth in the
opinion, each REMIC created under the pooling and servicing agreement (REMIC I
and REMIC II) will qualify as a REMIC under the Internal Revenue Code and the
arrangement under which the right to Post-ARD Additional Interest is held will
be classified as a grantor trust for federal income tax purposes.

         The assets of REMIC I will generally include--

         o   the mortgage loans,

         o   the trust fund's interest in any REO Properties acquired on behalf
             of the series 2004-C5 certificateholders with respect to the
             mortgage loans,

         o   the master servicer's collection account,

         o   the special servicer's REO account, and

         o   the certificate administrator's distribution account and interest
             reserve account,

but will exclude any collections of Post-ARD Additional Interest on the ARD Loans.

         For federal income tax purposes,

         o   The REMICs will be "tiered," meaning that REMIC II will hold as
             assets the regular interests issued by REMIC I. REMIC II will issue
             the class A-X, A-SP, A-1, A-2, A-3, A-AB, A-4, A-1-A, A-J, B, C, D,
             E, F, G, H, J, K, L, M, N, O and P certificates as "regular
             interests." The class LR and R certificates will evidence the
             residual interest in REMIC I and REMIC II, respectively, for
             federal income tax purposes; and



                                     S-181


         o   The class V certificates will evidence interests in a grantor trust
             and will generally be treated as representing beneficial ownership
             of Post-ARD Additional Interest, if any, accrued and received with
             respect to the ARD Loans.

         Additional federal income tax consequences for United States Persons
are described below. See also "Federal Income Tax Consequences--REMICs" in the
accompanying prospectus.

DISCOUNT AND PREMIUM; PREPAYMENT CONSIDERATION

         For federal income tax reporting purposes, it is anticipated that the
offered certificates will be issued at a premium.

         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. You should consult with your own
tax advisor concerning the tax treatment of your offered certificates.

         Whether any holder of the 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 "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 or the amortization of premium, if any, for federal income tax
purposes, the prepayment assumption will be that, subsequent to the date of any
determination-- o the ARD Loans in the trust fund will be paid in full on their
respective anticipated repayment dates, o no mortgage loan in the trust fund
will otherwise be prepaid prior to maturity, and o there will be no extension of
maturity for any mortgage loan in the trust fund.

         However, no representation is made as to the actual rate at which the
mortgage loans will prepay, if at all. See "Federal Income Tax
Consequences--REMICs--Taxation of Owners of REMIC Regular Certificates" in the
accompanying prospectus.

CHARACTERIZATION OF INVESTMENTS IN OFFERED CERTIFICATES

         Except to the extent noted below, the offered certificates will be
"real estate assets" within the meaning of Section 856(c)(5)(B) of the Internal
Revenue Code in the same proportion that the assets of the trust fund would be
so treated. In addition, interest, including original issue discount, if any, on
the offered certificates will be interest described in Section 856(c)(3)(B) of
the 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. Moreover, so long as 95% or more of the assets of the REMICs are
"real estate assets," the offered certificates will be treated in their entirety
as real estate assets.

         Most of the mortgage loans to be included in the trust fund 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, 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 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.



                                     S-182


         To the extent an offered certificate represents ownership of an
interest in a mortgage loan that is secured in part by cash reserves, 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 fund 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 defeased mortgage loan to remain a qualified
mortgage, the Treasury regulations require that--

         1.  the borrower pledges substitute collateral that consist solely of
             certain 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 (2) 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(e)(3)(B)
of the Internal Revenue Code, respectively.

         See "Description of the Underlying Mortgage Loans" in this prospectus
supplement and "Federal Income Tax Consequences--REMICs--Characterization of
Investments in REMIC Certificates" in the accompanying prospectus.

YIELD MAINTENANCE CHARGES

         It is not entirely clear under the Internal Revenue Code when the
amount of a Static Prepayment Premium or a Yield Maintenance Charge should be
taxed to the holder of offered certificates entitled to that amount. For federal
income tax reporting purposes, the certificate administrator will report Static
Prepayment Premiums and Yield Maintenance Charges as income to the holders of
offered certificates entitled to those amounts only after the master servicer's
actual receipt thereof. The IRS may nevertheless seek to require that an assumed
amount of Static Prepayment Premiums and Yield Maintenance Charges be included
in payments projected to be made on those offered certificates and that taxable
income be reported based on the projected constant yield to maturity of those
offered certificates, taking into account such projected Static Prepayment
Premiums and Yield Maintenance Charges. If so, the projected Static Prepayment
Premiums and Yield Maintenance Charges would be included in income prior to
their actual receipt by holders of the applicable offered certificates. If any
projected Static Prepayment Premium or Yield Maintenance Charge was 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 Static
Prepayment Premiums or Yield Maintenance Charges had been projected to be
received. It appears that Static 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 Static Prepayment
Premiums and Yield Maintenance Charges.



                                     S-183


                              ERISA CONSIDERATIONS

         If you are--

         o   a fiduciary of a Plan, or

         o   any other person investing "plan assets" of any Plan,

you should carefully review with your legal advisors whether the purchase or
holding of an offered certificate would be a "prohibited transaction" or would
otherwise be impermissible under ERISA or Section 4975 of the Internal Revenue
Code. See "ERISA Considerations" in the accompanying prospectus.

         If a Plan acquires an offered certificate, the assets in the trust fund
will be deemed for purposes of ERISA to be assets of the investing Plan, unless
certain exceptions apply. See "ERISA Considerations--Plan Asset Regulations" in
the accompanying prospectus. However, we cannot predict in advance, nor can
there be any continuing assurance, whether those exceptions may be applicable
because of the factual nature of the rules set forth in the Plan Asset
Regulations. For example, one of the exceptions in the Plan Asset Regulations
states that the underlying assets of an entity will not be considered "plan
assets" if less than 25% of the value of each class of equity interests is held
by "benefit plan investors," which include Plans, as well as employee benefit
plans not subject to ERISA, such as governmental plans. This exception is
tested, however, immediately after each acquisition of a series 2004-C5
certificate, whether upon initial issuance or in the secondary market. Because
there are no relevant restrictions on the purchase and transfer of the series
2004-C5 certificates by Plans, it cannot be assured that benefit plan investors
will own less than 25% of each class of the series 2004-C5 certificates.

         If one of the exceptions in the Plan Asset Regulations applies, the
prohibited transaction provisions of ERISA and the Internal Revenue Code will
not apply to transactions involving assets in the trust fund. If the trust fund
or any of the Exemption-Favored Parties is a Party in Interest with respect to
the Plan, however, the acquisition or holding of offered certificates by that
Plan could result in a prohibited transaction, unless the Underwriter Exemption,
as discussed below, or some other exemption is available.

THE UNDERWRITER EXEMPTION

         The U.S. Department of Labor has issued an individual prohibited
transaction exemption to Credit Suisse First Boston LLC identified as PTE 89-90,
as amended by PTE 97-34, PTE 2000-58 and PTE 2002-41. Subject to the
satisfaction of conditions set forth in it, the Underwriter Exemption generally
exempts from the application of the prohibited transaction provisions of ERISA
and the Internal Revenue Code, specified transactions relating to, among other
things--

         o   the servicing and operation of pools of real estate loans, such as
             the mortgage pool, and

         o   the purchase, sale and holding of mortgage pass-through
             certificates, such as the offered certificates, that are
             underwritten by an Exemption-Favored Party.

         The Underwriter Exemption sets forth five general conditions that must
be satisfied for a transaction involving the purchase, sale and holding of an
offered certificate to be eligible for exemptive relief under that exemption.
The conditions are as follows:

         o   first, the acquisition of that certificate by a Plan must be on
             terms that are at least as favorable to the Plan as they would be
             in an arm's-length transaction with an unrelated party;

         o   second, at the time of its acquisition by the Plan, that
             certificate must be rated in one of the four highest generic rating
             categories by Moody's, S&P or Fitch;

         o   third, the trustee cannot be an affiliate of any other member of
             the Restricted Group (other than an underwriter);

         o   fourth, the following must be true--

             1.  the sum of all payments made to and retained by
                 Exemption-Favored Parties must represent not more than
                 reasonable compensation for underwriting the relevant class of
                 certificates,



                                     S-184


             2.  the sum of all payments made to and retained by us in
                 connection with the assignment of the underlying mortgage loans
                 to the trust fund must represent not more than the fair market
                 value of the obligations, and

             3.  the sum of all payments made to and retained by the master
                 servicer, the special servicer and any sub-servicers must
                 represent not more than reasonable compensation for that
                 person's services under the pooling and servicing agreement and
                 reimbursement of that person's reasonable expenses in
                 connection therewith; and

         o   fifth, the investing Plan must be an accredited investor as defined
             in Rule 501(a)(1) of Regulation D under the Securities Act of 1933,
             as amended.

         It is a condition of their issuance that the offered certificates be
rated not lower than investment grade by each of Moody's and S&P. In addition,
the trustee is not an affiliate of any other member of the Restricted Group.
Accordingly, as of the date of initial issuance of the offered certificates, the
second and third general conditions set forth above will be satisfied with
respect to the offered certificates. A fiduciary of a Plan contemplating the
purchase of an offered certificate in the secondary market must make its own
determination that, at the time of the purchase, the certificate continues to
satisfy the second and third general conditions set forth above. A fiduciary of
a Plan contemplating a purchase of an offered certificate, whether in the
initial issuance of that certificate or in the secondary market, must make its
own determination that the first and fourth general conditions set forth above
will be satisfied with respect to that certificate as of the date of the
purchase. A Plan's authorizing fiduciary will be deemed to make a representation
regarding satisfaction of the fifth general condition set forth above in
connection with the purchase of an offered certificate.

         The Underwriter Exemption also requires that the trust fund meet the
following requirements:

         o   the assets of the trust fund must consist solely of assets of the
             type that have been included in other investment pools;

         o   certificates evidencing interests in those other investment pools
             must have been rated in one of the four highest generic categories
             of Moody's, S&P or Fitch for at least one year prior to the Plan's
             acquisition of an offered certificate; and

         o   certificates evidencing interests in those other investment pools
             must have been purchased by investors other than Plans for at least
             one year prior to any Plan's acquisition of an offered certificate.

         We believe that these requirements have been satisfied as of the date
of this prospectus supplement.

         If the general conditions of the Underwriter Exemption are satisfied,
they may each provide an exemption from the restrictions imposed by Sections
406(a) and 407(a) of ERISA, as well as the excise taxes imposed by Sections
4975(a) and (b) of the Internal Revenue Code by reason of Sections 4975(c)(1)(A)
through (D) of that Code, in connection with--

         o   the direct or indirect sale, exchange or transfer of offered
             certificates acquired by a Plan upon initial issuance from us or an
             Exemption-Favored Party when we are, or a mortgage loan seller, the
             trustee, the certificate administrator, the master servicer, the
             special servicer or any sub-servicer, provider of credit support,
             Exemption-Favored Party or borrower is, a Party in Interest with
             respect to the investing Plan,

         o   the direct or indirect acquisition or disposition in the secondary
             market of offered certificates by a Plan, and

         o   the continued holding of offered certificates by a Plan.

         However, no exemption is provided from the restrictions of Sections
406(a)(1)(E), 406(a)(2) and 407 of ERISA if the acquisition or holding of an
offered certificate is--

         o   on behalf of a Plan sponsored by any member of the Restricted
             Group, and

         o   by any person who has discretionary authority or renders investment
             advice with respect to the assets of that Plan.

         Moreover, if the general conditions of the Underwriter Exemption, as
well as other conditions set forth in that exemption, are satisfied, the
Underwriter Exemption may also provide an exemption from the restrictions
imposed by



                                     S-185


Sections 406(b)(1) and (b)(2) of ERISA and the taxes imposed by Section
4975(c)(1)(E) of the Internal Revenue Code in connection with--

         o   the direct or indirect sale, exchange or transfer of offered
             certificates in the initial issuance of those certificates between
             us or an Exemption-Favored Party, on the one hand, and a Plan, on
             the other hand, when the person who has discretionary authority or
             renders investment advice with respect to the investment of the
             assets of the Plan in those certificates is--

             1.  a borrower with respect to 5% or less of the fair market value
                 of the underlying mortgage loans, or

             2.  an affiliate of that borrower,

         o   the direct or indirect acquisition or disposition in the secondary
             market of offered certificates by a Plan, and

         o   the continued holding of offered certificates by a Plan.

         Further, if the general conditions of the Underwriter Exemption, as
well as other conditions set forth in that exemption, are satisfied, the
Underwriter Exemption may provide an exemption from the restrictions imposed by
Sections 406(a), 406(b) and 407(a) of ERISA, and the taxes imposed by Sections
4975(a) and (b) of the Internal Revenue Code by reason of Section 4975(c) of the
Internal Revenue Code, for transactions in connection with the servicing,
management and operation of the assets of the trust fund.

         Lastly, if the general conditions of the Underwriter Exemption are
satisfied, it may also provide an exemption from the restrictions imposed by
Sections 406(a) and 407(a) of ERISA, and the taxes imposed by Section 4975(a)
and (b) of the Internal Revenue Code by reason of Sections 4975(c)(1)(A) through
(D) of the Internal Revenue Code, if the restrictions are deemed to otherwise
apply merely because a person is deemed to be a Party in Interest with respect
to an investing plan by virtue of--

         o   providing services to the Plan, or

         o   having a specified relationship to this person,

         o   solely as a result of the Plan's ownership of offered certificates.

         o   Before purchasing an offered certificate, a fiduciary of a Plan
             should itself confirm that the general and other conditions set
             forth in the Underwriter Exemption, and the other requirements set
             forth in that exemption, would be satisfied at the time of the
             purchase.

EXEMPT PLAN

         A governmental plan as defined in Section 3(32) of ERISA is not subject
to ERISA or Section 4975 of the Internal Revenue Code. However, a governmental
plan may be subject to a federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Internal Revenue
Code. A fiduciary of a governmental plan should make its own determination as to
the need for and the availability of any exemptive relief under any similar law.

FURTHER WARNINGS

         Any fiduciary of a Plan considering whether to purchase an offered
certificate on behalf of that Plan should consult with its counsel regarding the
applicability of the fiduciary responsibility and prohibited transaction
provisions of ERISA and the Internal Revenue Code to the investment.

         The sale of offered certificates to a Plan is in no way a
representation or warranty by us or any of the underwriters that--

         o   the investment meets all relevant legal requirements with respect
             to investments by Plans generally or by any particular Plan, or

         o   the investment is appropriate for Plans generally or for any
             particular Plan.



                                     S-186


                                LEGAL INVESTMENT

         None of the certificates will constitute "mortgage related securities"
for purposes of SMMEA. As a result, the appropriate characterization of the
offered certificates under various legal investment restrictions, and the
ability of investors subject to these restrictions to purchase those
certificates, is subject to significant interpretive uncertainties.

         Neither we nor any of the underwriters makes any representation as to
the proper characterization of the offered certificates for legal investment,
financial institution regulatory, or other purposes. Investors whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult with
their own legal advisors in determining whether and to what extent the offered
certificates will constitute legal investments for them or are subject to
investment, capital or other restrictions.

         See "Legal Investment" in the accompanying prospectus.

                                 USE OF PROCEEDS

         We will use the net proceeds from the sale of the offered certificates
to pay part of the purchase price of the mortgage loans that we intend to
include in the trust fund.

                                  UNDERWRITING

         Under the terms and subject to the conditions set forth in an
underwriting agreement dated December 16, 2004, we have agreed to sell to the
underwriters named below the following respective principal amounts of the
offered certificates:



              UNDERWRITER                   CLASS A-1        CLASS A-2        CLASS A-3        CLASS A-AB        CLASS A-4
------------------------------------      --------------   --------------   --------------    --------------   --------------

Credit Suisse First Boston LLC......        $64,141,000     $241,510,000      $81,000,000       $54,457,000     $508,728,000
ABN AMRO Incorporated...............                 $0               $0      $20,000,000       $24,100,000      $67,000,000
KeyBanc Capital Markets, a Division
   of McDonald Investments Inc......                 $0               $0               $0                $0               $0
J.P. Morgan Securities Inc..........                 $0               $0               $0                $0               $0
                                          --------------   --------------   --------------    --------------   --------------
TOTAL...............................        $64,141,000     $241,510,000     $101,000,000       $78,557,000     $575,728,000




              UNDERWRITER                  CLASS A-1-A       CLASS A-J         CLASS B           CLASS C          CLASS D
------------------------------------      --------------   --------------   --------------    --------------   --------------

Credit Suisse First Boston LLC......       $347,620,000      $65,348,000      $33,342,000        $8,336,000      $17,671,000
ABN AMRO Incorporated...............        $85,000,000      $35,000,000      $25,000,000        $8,000,000      $15,000,000
KeyBanc Capital Markets, a Division
   of McDonald Investments Inc......                 $0               $0               $0                $0               $0
J.P. Morgan Securities Inc..........                 $0               $0               $0                $0               $0
                                          --------------   --------------   --------------    --------------   --------------
TOTAL...............................       $432,620,000     $100,348,000      $58,342,000       $16,336,000      $32,671,000


         The underwriting agreement provides that the underwriters are obligated
to purchase all of the offered certificates if any are purchased. The
underwriting agreement also provides that if an underwriter defaults, the
purchase commitments of the non-defaulting underwriter may be increased or the
offering of the offered certificates may be terminated.

         Our proceeds from the sale of the offered certificates will be
approximately 100.49% of the total initial principal balance of the offered
certificates, plus accrued interest from December 1, 2004, before deducting
expenses payable by us. We estimate that our out-of-pocket expenses for this
offering will be approximately $5,000,000.

         The underwriters will offer the offered certificates for sale from time
to time in one or more transactions, which may include block transactions, in
negotiated transactions or otherwise, or a combination of those methods of sale,
at market prices prevailing at the time of sale, at prices related to prevailing
market prices or at negotiated prices. The underwriters may do so by selling the
offered certificates to or through broker/dealers, who may receive compensation
in the form of underwriting discounts, concessions or commissions from the
underwriters and/or the purchasers of the offered certificates for whom they may
act as agents. In connection with the sale of the offered certificates, the
underwriters may be deemed to have received compensation from us in the form of
underwriting discounts, and the underwriters may also receive commissions from
the purchasers of the offered certificates for whom they may act as agent. The
underwriters and any broker/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 the offered certificates by them may be deemed to be underwriting discounts
or commissions.



                                     S-187


         The offered certificates are a new issue of securities with no
established trading market. The underwriters have advised us that they currently
intend to make a market in the offered certificates. Nevertheless, the
underwriters do not have any obligation to make a market, any market making may
be discontinued at any time and there can be no assurance that an active public
market for the offered certificates will develop.

         We have agreed to indemnify the underwriters against liabilities under
the Securities Act of 1933, as amended, or contribute to payments that the
underwriters may be required to make in respect thereof. The mortgage loan
sellers have agreed to indemnify us and the underwriters with respect to
liabilities under the Securities Act of 1933, as amended, or contribute to
payments that we or the underwriters may be required to make in respect thereof,
relating to the underlying mortgage loans.

         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. 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 and that
compensation will not be available under the United Kingdom Financial Services
Compensation Scheme.

         We expect that delivery of the offered certificates will be made
against payment therefor on or about the closing date specified on the cover
page of this prospectus supplement, which is the 7th business day following the
date hereof (this settlement cycle being referred to as "T+7"). Under Rule
15c6-1 of the SEC under the Securities Exchange Act of 1934, as amended, trades
in the secondary market generally are required to settle in three business days,
unless the parties to that trade expressly agree otherwise. Accordingly,
purchasers who wish to trade the offered certificates on the date hereof or the
next four (4) succeeding business days will be required, by virtue of the fact
that the offered certificates initially will settle in T+7, to specify an
alternate settlement cycle at the time of any such trade to prevent a failed
settlement and should consult their own advisor.

                                  LEGAL MATTERS

         Certain legal matters will be passed upon for us and the Underwriters
by Cadwalader, Wickersham & Taft LLP, New York, New York.

                                     RATING

         It is a condition to their issuance that the respective classes of
offered certificates be rated as follows:

      CLASS              S&P           MOODY'S
    ----------         --------      ------------
       A-1               AAA             Aaa
       A-2               AAA             Aaa
       A-3               AAA             Aaa
      A-AB               AAA             Aaa
       A-4               AAA             Aaa
      A-1-A              AAA             Aaa
       A-J               AAA             Aaa
        B                AA              Aa2
        C                AA-             Aa3
        D                 A               A2

         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   the ultimate receipt by their holders of all distributions of
             principal to which they are entitled on or before the rated final
             distribution date.

         o   The ratings on the offered certificates take into consideration--



                                     S-188


         o   the credit quality of the mortgage pool,

         o   structural and legal aspects associated with the offered
             certificates, and

         o   the extent to which the payment stream from the mortgage pool is
             adequate to make distributions of interest and/or principal
             required under the offered certificates.

         o   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 underlying mortgage loans,

         o   the likelihood or frequency of prepayments of principal on the
             underlying mortgage loans,

         o   the degree to which the amount or frequency of prepayments of
             principal on the underlying 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,

         o   the distribution of the broker strip fees to the broker strip
             payees; and

         o   whether and to what extent Default Interest, Post-ARD Additional
             Interest, Static Prepayment Premium or Yield Maintenance Charges
             will be received.

         o   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 underlying
             mortgage loans. In general, the ratings on the offered certificates
             address credit risk and not prepayment risk.

         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 S&P and/or
Moody's.

         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 "Rating" in the accompanying prospectus.


                                     S-189


                                    GLOSSARY

         The following capitalized terms will have the respective meanings
assigned to them in this "Glossary" section whenever they are used in this
prospectus supplement, including in any of the exhibits to this prospectus
supplement or on the accompanying diskette.

         "0%/y" means, with respect to any of the underlying mortgage loans, a
duration of y payments for the open period during which the loan is freely
payable.

         "30/360 Basis" means the accrual of interest based on a 360-day year
consisting of twelve 30-day months.

         "A/B Intercreditor Agreement" means, with respect to each A/B Loan
Pair, the related Intercreditor Agreement Among Note Holders (as amended,
modified, supplemented and/or restated from time to time) by and between Column,
as the initial holder of the related A-Note Mortgage Loan, and CBA, as the
initial holder of the related B-Note Companion Loan.

         "A/B Loan Pair" shall mean any A-Note Mortgage Loan, together with the
related B-Note Companion Loan.

         "A/B Material Default" means, with respect to any A/B Loan Pair, one of
the following events: (a) either the related A-Note Mortgage Loan or the related
B-Note Companion Loan has been accelerated; (b) a continuing monetary default;
or (c) a bankruptcy action has been filed by or against the related borrower.

         "A-Note Mortgage Loan" means any of the underlying mortgage loans that
are secured by the mortgaged real properties identified on Exhibit A-1 to this
prospectus supplement as Mill Valley Apartments, Medical Center Apartments,
Oakwood Apartments, Cross Creek Apartments and Parkside Apartments,
respectively. Each A-Note Mortgage Loan will, together with the corresponding
B-Note Companion Loan, be secured by a single mortgage or deed of trust on a
single mortgaged real property.

         "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.

         "Acceptable Insurance Default" means, with respect to any underlying
mortgage loan, a default under the related mortgage loan documents arising by
reason of any failure on the part of the related borrower to maintain with
respect to the related mortgaged real property specific insurance coverage with
respect to, or an all-risk casualty insurance policy that does not specifically
exclude, terrorist or similar acts, as to which default neither the master
servicer nor the special servicer is required to take enforcement action so long
as the special servicer has determined in accordance with the Servicing Standard
that either:

         o   such insurance is not available at commercially reasonable rates
             and such hazards are not at the time commonly insured against for
             properties similar to the subject mortgaged real property and
             located in and around the region in which the subject mortgaged
             real property is located, or

         o   such insurance is not available at any rate.

         "Additional Collateral Loan" means any underlying mortgage loan that
has the characteristics described in the first paragraph under "Description of
the Underlying Mortgage Loans--Certain Terms and Conditions of the Underlying
Mortgage Loans--Mortgage Loans Which May Require Principal Paydowns" in this
prospectus supplement.

         "Additional Trust Fund Expense" means an expense (other than master
servicing fees and trustee fees, including certificate administrator fees) of
the trust fund that--

         o   arises out of a default on an underlying 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   to the extent that it is allocable to a particular underlying
             mortgage loan, is not covered by late payment charges or Default
             Interest collected on that mortgage loan.

                                     S-190


         o   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" means, with respect to any underlying mortgage
loan, the sum of the annual rates at which the master servicing fee, including
any primary servicing fee and, in some cases, any correspondent fee, and the
trustee fee, including the certificate administrator fee, are calculated.

         "AIG" means American International Group, Inc.

         "Allocated Loan Amount" means, for each mortgaged real property
relating to a multi-property mortgage loan in the trust fund, the portion of the
principal amount of that loan actually allocated to that mortgaged real property
in the related mortgage loan documents, or allocated solely for the purpose of
presenting statistical information in this prospectus supplement. The Allocated
Loan Amount for each mortgaged real property securing a multi-property mortgage
loan in the trust fund was determined in the mortgage or based on the ratio of
the appraised value of such mortgaged real property to the aggregate appraised
value of all the mortgaged real properties securing that loan.

         "Appraisal Reduction Amount" means, for any distribution date and for
any mortgage loan as to which any Appraisal Reduction Event has occurred,
subject to the discussion under "The Pooling and Servicing Agreement--Required
Appraisals" in this prospectus supplement, an amount equal to the excess, if
any, of (1) the Stated Principal Balance of the subject mortgage loan over (2)
the excess, if any, of (i) the sum of (A) 90% of the appraised value of the
related mortgaged real property as determined (I) by one or more independent MAI
appraisals with respect to any mortgage loan with an outstanding principal
balance equal to or in excess of $2,000,000 (the costs of which shall be paid by
the master servicer as a servicing advance) or (II) by an independent MAI
appraisal (or an update of a prior appraisal) or an internal valuation performed
by the special servicer with respect to any mortgage loan with an outstanding
principal balance less than $2,000,000 plus (B) any letter of credit, reserve,
escrow or similar amount held by the master servicer which may be applied to
payments on the subject mortgage loan over (ii) the sum of (X) to the extent not
previously advanced by the master servicer or the trustee, all unpaid interest
on the subject mortgage loan at a per annum rate equal to its mortgage rate, (Y)
all unreimbursed advances in respect of the subject mortgage loan and interest
thereon at the Prime Rate and (Z) all currently due and unpaid real estate taxes
and assessments, insurance policy premiums, ground rents and all other amounts
due and unpaid with respect to the subject mortgage loan (which taxes,
assessments, premiums, ground rents and other amounts have not been subject to
an advance by the master servicer or the trustee and/or for which funds have not
been escrowed).

         Notwithstanding the foregoing:

         o   In the case of the Eastgate Mall Mortgage Loan, any Appraisal
             Reduction Amount will be calculated in respect of the Eastgate Mall
             Total Loan, as if it was a single underlying mortgage loan, and
             then allocated, first, to the Eastgate Mall B-2 Note Companion
             Loan, up to its unpaid principal balance, second, to the Eastgate
             Mall B-1 Note Companion Loan, up to its unpaid principal balance,
             and last, to the Eastgate Mall Mortgage Loan.

         o   In the case of the FedEx-Midway Mortgage Loan, any Appraisal
             Reduction Amount will be calculated in respect of the FedEx-Midway
             Total Loan, as if it was a single underlying mortgage loan, and
             then allocated, first, to the FedEx-Midway Junior Companion Loan up
             to its unpaid principal balance, and, second, to the FedEx-Midway
             Mortgage Loan.

         o   In the case of any A-Note Mortgage Loan, any Appraisal Reduction
             Amount will be calculated in respect of the subject A/B Loan Pair,
             as if it were a single underlying mortgage loan, and then
             allocated, first, to the related B-Note Companion Loan, up to the
             amount of its unpaid principal balance, and second, to the subject
             A-Note Mortgage Loan.

         "Appraisal Reduction Event" means, with respect to any mortgage loan in
the trust fund, the earliest of any of the following events--

         o   120 days after an uncured delinquency (without regard to the
             application of any grace period) occurs in respect of a mortgage
             loan;

         o   the date on which a reduction in the amount of monthly payments on
             a mortgage loan; or a change in any other material economic term of
             the mortgage loan (other than an extension of its maturity for a
             period of



                                     S-191


             six months or less), becomes effective as a result of a
             modification of such mortgage loan by the special servicer;

         o   60 days after a receiver has been appointed for the borrower of the
             related mortgaged real property;

         o   30 days after a borrower declares bankruptcy;

         o   60 days after the borrower becomes the subject of an undischarged
             and unstayed decree or order for a bankruptcy proceeding; and

         o   immediately after a mortgaged real property becomes an REO
             Property;

provided, however, that an Appraisal Reduction Event shall not be deemed to
occur at any time after the aggregate certificate balances of all classes of
series 2004-C5 principal balance certificates (other than the series 2004-C5
class A-1, A-2 and A-1-A certificates) have been reduced to zero.

         "ARD Loan" means any underlying mortgage loan that has the
characteristics described in the first paragraph under "Description of the
Underlying Mortgage Loans--Certain Terms and Conditions of the Underlying
Mortgage Loans--ARD Loans" in this prospectus supplement.

         "ASTM" means the American Society for Testing and Materials.

         "Audit Program" means the Audit Program for Mortgages serviced for
FHLMC.

         "Available P&I Funds" means, with respect to any distribution date, the
Total Available Funds for that distribution date, exclusive of any portion of
those funds that represents--

         o   Yield Maintenance Charges,

         o   Post-ARD Additional Interest, or

         o   Static Prepayment Premiums.

         The certificate administrator will apply the Available P&I Funds as
described under "Description of the Offered Certificates--Distributions" in this
prospectus supplement to pay principal and accrued interest on the series
2004-C5 certificates (other than the Class V, R and LR certificates) on that
date.

         "B-Note Companion Loan" shall mean, with respect to each A-Note
Mortgage Loan, the other mortgage loan that (i) is not included in the trust
fund, (ii) is subordinate in right of payment to such A-Note Mortgage Loan to
the extent set forth in the related A/B Intercreditor Agreement and (iii) is
secured by the same mortgage or deed of trust on the same mortgaged real
property as such A-Note Mortgage Loan.

         "CBA" means CBA-Mezzanine Capital Finance, LLC.

         "CERCLA" means the federal Comprehensive Environmental Response,
Compensation & Liability Act of 1980, as amended.

         "Clearstream, Luxembourg" means Clearstream Banking Luxembourg.

         "Column" means Column Financial, Inc.

         "Companion Loans" means, collectively, the Eastgate Mall Junior
Companion Loans, the FedEx-Midway Junior Companion Loan and the B-Note Companion
Loans.

         "Cost Approach" means the determination of the value of a mortgaged
real property arrived at by adding the estimated value of the land to an
estimate of the current replacement cost of the improvements, and then
subtracting depreciation from all sources.

         "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 for the life of those loans. The CPR model
is the prepayment model that we use in this prospectus supplement.



                                     S-192


         "CSFBMC" means Credit Suisse First Boston Mortgage Capital LLC.

         "Cut-off Date Loan-to-Value Ratio" or "Cut-off Date LTV Ratio" means:

         o   with respect to any underlying mortgage loan, other than an
             underlying mortgage loan secured, including through
             cross-collateralization with other mortgage loans, by multiple real
             properties, the ratio of--

             1.  the cut-off-date principal balance of the subject mortgage
                 loan, to

             2.  the Most Recent Appraised Value of the related mortgaged real
                 property; and

         o   with respect to any underlying mortgage loan that is secured,
             including through cross-collateralization, by multiple real
             properties, the ratio of--

             1.  the total cut-off date principal balance of the subject
                 mortgage loan, and all other mortgage loans with which it is
                 cross-collateralized, to

             2.  the total Most Recent Appraised Value for all of the related
                 mortgaged real properties.

         "Dark Tenant" means a tenant that has ceased to occupy its space at a
mortgaged real property, but that is obligated to continue, and is, paying rent
on that space.

         "Default Interest" means any interest that--

         o   accrues on a defaulted underlying mortgage loan solely by reason of
             the subject default, and

         o   is in excess of all interest at the regular mortgage interest rate
             for the subject mortgage loan, including any Post-ARD Additional
             Interest accrued on the subject mortgage loan.

         "Defaulted Loan" means any mortgage loan that is at least 60 days
delinquent in respect of its monthly payments or delinquent in respect of its
balloon payment, if any, in each case without giving effect to any grace period
permitted by the related mortgage or mortgage note or if any non-monetary event
of default occurs that results in the mortgage loan becoming a specially
serviced mortgage loan.

         "DTC" means The Depository Trust Company.

         "Eastgate Mall B-1 Note Companion Lender" means the holder of the
Eastgate Mall B-1 Note Companion Loan.

         "Eastgate Mall B-1 Note Companion Loan" means the mortgage loan with a
cut-off date principal balance of $3,550,000 that is secured by the Eastgate
Mall Property, which mortgage loan will not be included in the trust fund. The
Eastgate Mall B-1 Note Companion Loan is senior in right of payment to the
Eastgate Mall B-2 Note Companion Loan, and subordinate in right of payment to
the Eastgate Mall Mortgage Loan.

         "Eastgate Mall B-2 Note Companion Lender" means the holder of the
Eastgate Mall B-2 Note Companion Loan.

         "Eastgate Mall B-2 Note Companion Loan" means the mortgage loan with a
cut-off date principal balance of $7,750,000 that is secured by the Eastgate
Mall Property, which mortgage loan will not be included in the trust fund. The
Eastgate Mall B-2 Note Companion Loan is subordinate in right of payment to the
Eastgate Mall Mortgage Loan and the Eastgate Mall B-1 Note Companion Loan.

         "Eastgate Mall Companion Lender" means any holder of a Eastgate Mall
Junior Companion Loan.

         "Eastgate Mall Consent Action" means any of the following actions with
respect to the Eastgate Mall Total Loan or any related REO Property, as
applicable.

         o   any foreclosure upon or comparable conversion (which may include
             the acquisition of any related REO Property) of the ownership of
             the Eastgate Mall Property securing the Eastgate Mall Total Loan;

         o   any modification of a monetary term other than an extension of the
             original maturity date for two years or less of the Eastgate Mall
             Total Loan, including any acceptance of a discounted payoff;



                                     S-193


         o   any release of collateral for the Eastgate Mall Total Loan (other
             than in accordance with the terms of, or upon satisfaction of, the
             Eastgate Mall Total Loan); or

         o   any acceptance of an assumption agreement releasing the related
             borrower from liability under the Eastgate Mall Total Loan.

         "Eastgate Mall Consultation Action" means any of the following actions
with respect to the Eastgate Mall Total Loan or any related REO Property, as
applicable.

         o   any modification of, or waiver with respect to, the Eastgate Mall
             Total Loan that would result in the extension of the maturity date
             or extended maturity date thereof, a reduction in the interest rate
             borne thereby or the monthly debt service payment or a deferral or
             a forgiveness of interest on or principal of the Eastgate Mall
             Total Loan or a modification or waiver of any other monetary term
             of the Eastgate Mall Total Loan relating to the timing or amount of
             any payment of principal or interest (other than default interest)
             or any other material sums due and payable under the related loan
             documents or a modification or waiver of any provision of the
             Eastgate Mall Total Loan which restricts the borrower or its equity
             owners from incurring additional indebtedness;

         o   any modification of, or waiver with respect to, the Eastgate Mall
             Total Loan that would result in a discounted pay-off of such loan;

         o   any foreclosure upon or comparable conversion of the ownership of
             the Eastgate Mall Property or any acquisition of the Eastgate Mall
             Property by deed-in-lieu of foreclosure;

         o   any proposed sale of the REO Property that is related to the
             Eastgate Mall Total Loan (other than in connection with the
             termination of any trust created pursuant to the terms of the
             pooling and servicing agreement) for less than the purchase price
             of such REO Property;

         o   any determination to bring the Eastgate Mall Property into
             compliance with applicable environmental laws;

         o   any acceptance of substitute or additional collateral for the
             Eastgate Mall Total Loan (other than in accordance with the terms
             thereof); and

         o   any waiver of a "due-on-sale" or "due-on-encumbrance" clause.

         "Eastgate Mall Controlling Holder" has the meaning assigned to that
term under "Description of the Underlying Mortgage Loans--Certain Matters
Regarding the Eastgate Mall Mortgage Loan" in this prospectus supplement.

         "Eastgate Mall Cure Payment" means any payment made by the applicable
holder of the Eastgate Mall Junior Companion Loan to cure a default on the part
of the related borrower under the Eastgate Mall Total Loan.

         "Eastgate Mall Intercreditor Agreement" has the meaning assigned to
that term under "Description of the Underlying Mortgage Loans--Certain Matters
Regarding the Eastgate Mall Mortgage Loan" in this prospectus supplement.

         "Eastgate Mall Junior Companion Loans" means the Eastgate Mall B-1 Note
Companion Loan and the Eastgate Mall B-2 Note Companion Loan.

         "Eastgate Mall Mortgage Loan" means the underlying mortgage loan
secured by the Eastgate Mall Property.

         "Eastgate Mall Property" means the mortgaged real property identified
on Exhibit A-1 to this prospectus supplement as "Eastgate Mall."

         "Eastgate Mall Total Loan" means the Eastgate Mall Mortgage Loan, the
Eastgate Mall B-1 Note Companion Loan and the Eastgate Mall B-2 Note Companion
Loan, collectively.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "ERISA Plan" means any employee benefit plan that is subject to the
fiduciary responsibility provisions of ERISA.



                                     S-194


         "Estimated Annual Operating Expenses" means, for each of the mortgaged
real properties securing an underlying mortgage loan, the historical annual
operating expenses for the property, adjusted upward or downward, as
appropriate, to reflect any expense modifications made as discussed below.

         For purposes of calculating the Estimated Annual Operating Expenses for
any mortgaged real property securing an underlying mortgage loan:

         o   the "historical annual operating expenses" for that property
             normally consist of historical expenses that were generally
             obtained/estimated--

             1.  from operating statements relating to a complete fiscal year of
                 the borrower ended in 2001, 2002 or 2003 or a trailing 12-month
                 period ended in 2003 or 2004,

             2.  by annualizing the amount of expenses for partial 2003 or 2004
                 periods for which operating statements were available, with
                 adjustments for some items deemed inappropriate for
                 annualization,

             3.  by calculating a stabilized estimate of operating expenses
                 which takes into consideration historical financial statements
                 and material changes in the operating position of the property,
                 such as newly signed leases and market data, or

             4.  if the property was recently constructed, by calculating an
                 estimate of operating expenses based upon the appraisal of the
                 property or market data; and

         o   the "expense modifications" made to the historical annual operating
             expenses for that property include--

             1.  assuming, in most cases, that a management fee, equal to
                 approximately 2.5% to 5% of total revenues, was payable to the
                 property manager,

             2.  adjusting historical expense items upwards or downwards to
                 reflect inflation and/or industry norms for the particular type
                 of property,

             3.  the underwritten recurring replacement reserve amounts,

             4.  adjusting historical expenses downwards by eliminating various
                 items which are considered non-recurring in nature or which are
                 considered capital improvements, including recurring capital
                 improvements,

             5.  in the case of hospitality properties, adjusting historical
                 expenses to reflect reserves for furniture, fixtures and
                 equipment of between 4% and 5% of total revenues,

             6.  in the case of hospitality properties and some multifamily
                 rental properties, retail properties and industrial properties,
                 adjusting historical expenses upward or downward to result in
                 an expense-to-room or expense-to-total revenues ratio that
                 approximates historical or industry norms, and

             7.  in the case of mortgaged real properties used primarily for
                 office, retail and industrial purposes, adjusting historical
                 expenses to account for stabilized tenant improvements and
                 leasing commissions at costs consistent with historical trends
                 or prevailing market conditions.

         The amount of any underwritten recurring replacement reserve amounts
and/or underwritten leasing commissions and tenant improvements for each of the
mortgaged real properties securing an underlying mortgage loan is shown in the
table titled "Engineering Reserves and Recurring Replacement Reserves" on
Exhibit A-1 to this prospectus supplement. The underwritten recurring
replacement reserve amounts shown on Exhibit A-1 to this prospectus supplement
are expressed as dollars per unit in the case of multifamily rental properties
and manufactured housing communities, a percentage of total departmental
revenues in the case of hospitality properties and dollars per leasable square
foot in the case of other commercial properties.

         By way of example, Estimated Annual Operating Expenses generally
include--

         o   salaries and wages,

                                     S-195


         o   the costs or fees of--

             1.  utilities,

             2.  repairs and maintenance,

             3.  replacement reserves,

             4.  marketing,

             5.  insurance,

             6.  management,

             7.  landscaping,

             8.  security, if provided at the property, and

         o   the amount of taxes, general and administrative expenses, ground
             lease payments and other costs.

         Estimated Annual Operating Expenses do not reflect, however, any
deductions for debt service, depreciation and amortization or capital
expenditures or reserves for any of those items, except as described above. In
the case of those mortgaged real properties used in whole or in part for retail,
office and industrial purposes, Estimated Annual Operating Expenses include both
expenses that may be recovered from tenants and those that are not. In the case
of some mortgaged real properties used in whole or in part for retail, office
and industrial purposes, Estimated Annual Operating Expenses may have included
leasing commissions and tenant improvement costs. However, for some tenants with
longer than average lease terms or which were considered not to require these
improvements, adjustments were not made to reflect tenant improvements and
leasing commissions. In the case of hospitality properties Estimated Annual
Operating Expenses include departmental expenses, reserves for furniture,
fixtures and equipment, management fees and, where applicable, franchise fees.

         "Estimated Annual Revenues" means, for each of the mortgaged real
properties securing an underlying mortgage loan, the base estimated annual
revenues for the property, adjusted upward or downward, as appropriate, to
reflect any revenue modifications made as discussed below.

         For purposes of calculating the Estimated Annual Revenues for any
mortgaged real property securing an underlying mortgage loan:

         o   the "base estimated annual revenues" for that property were
             generally assumed to equal--

             1.  in the case of a multifamily rental property or a manufactured
                 housing community, the annualized amounts of gross potential
                 rents,

             2.  in the case of a hospitality property, the estimated average
                 room sales, and

             3.  in the case of any other commercial property, the monthly
                 contractual base rents as reflected in the rent roll or leases,
                 plus tenant reimbursements; and

         o   the "revenue modifications" made to the base estimated annual
             revenues for that property include--

             1.  adjusting the revenues downwards by applying a combined vacancy
                 and rent loss, including concessions, adjustment that reflected
                 then current occupancy or, in some cases, a stabilized
                 occupancy or, in some cases, an occupancy that was itself
                 adjusted for historical trends or market rates of occupancy
                 with consideration to competitive properties,

             2.  adjusting the revenues upwards to reflect, in the case of some
                 tenants, increases in base rents scheduled to occur during the
                 following 12 months,

             3.  adjusting the revenues upwards for percentage rents based on
                 contractual requirements, sales history and historical trends
                 and, additionally, for other estimated income consisting of,
                 among



                                     S-196


                 other items, late fees, laundry income, application fees,
                 cable television fees, storage charges, electrical
                 pass-throughs, pet charges, janitorial services, furniture
                 rental and parking fees,

             4.  adjusting the revenues downwards in some instances where rental
                 rates were determined to be significantly above market rates
                 and the subject space was then currently leased to tenants that
                 did not have long-term leases or were believed to be unlikely
                 to renew their leases, and

             5.  in the case of hospitality properties, adjusting the revenues
                 upwards to include estimated revenues from food and beverage,
                 telephones and other hotel related income.

         By way of example, Estimated Annual Revenues generally include:

         o   for multifamily rental properties and manufactured housing
             communities, rental and other revenues,

         o   for hospitality properties, room, food and beverage, telephone and
             other revenues, and

         o   for other commercial properties, base rent, percentage rent,
             expense reimbursements and other revenues.

         o   In the case of an owner-occupied property for which no leases
             exist, the Estimated Annual Revenues were--

         o   determined on the assumption that the property was net leased to a
             single tenant at market rents, and

         o   derived from rental rate and vacancy information for the
             surrounding real estate market.

         "Euroclear" means The Euroclear System.

         "Exemption-Favored Party" means any of the following--

         o   Credit Suisse First Boston LLC,

         o   any person directly or indirectly, through one or more
             intermediaries, controlling, controlled by or under common control
             with Credit Suisse First Boston LLC, and

         o   any member of the underwriting syndicate or selling group of which
             a person described in the prior two bullets is a manager or
             co-manager with respect to any particular class of the offered
             certificates.

         "Fair Value" means the fair value of the Defaulted Loan, determined in
accordance with the Servicing Standard, taking into account the factors set
forth in the pooling and servicing agreement.

         "FedEx-Midway Companion Lender" means the holder of the FedEx-Midway
Junior Companion Loan.

         "FedEx-Midway Intercreditor Agreement" has the meaning assigned to that
term under "Description of the Underlying Mortgage Loans--Certain Matters
Regarding the FedEx-Midway Mortgage Loan" in this prospectus supplement.

         "FedEx-Midway Junior Companion Loan" means the mortgage loan with a
cut-off date principal balance of $2,736,615.33 that is secured by the
FedEx-Midway Property, which mortgage loan will not be included in the trust
fund. The FedEx-Midway Junior Companion Loan is subordinate in right of payment
to the FedEx-Midway Mortgage Loan subject to the terms of the intercreditor
agreement.

         "FedEx-Midway Mortgage Loan" means the underlying mortgage loan secured
by the FedEx-Midway Property.

         "FedEx-Midway Property" means the mortgaged real property identified on
Exhibit A-1 to this prospectus supplement as "FedEx-Midway."

         "FedEx-Midway Total Loan" means the FedEx-Midway Mortgage Loan and the
FedEx-Midway Junior Companion Loan, collectively.

         "FF&E" means furniture, fixtures and equipment.

         "FHLMC" means the Federal Home Loan Mortgage Corporation.

                                     S-197


         "Fitch" means Fitch, Inc.

         "GAAP" means generally accepted accounting principles.

         "GMACCM" means GMAC Commercial Mortgage Corp.

         "Income Approach" means the determination of the value of a mortgaged
real property by using the discounted cash flow method of valuation or by the
direct capitalization method. The discounted cash flow analysis is used in order
to measure the return on a real estate investment and to determine the present
value of the future income stream expected to be generated by the mortgaged real
property. The future income of the mortgaged real property, as projected over an
anticipated holding period, and the resulting net operating incomes or cash
flows are then discounted to present value using an appropriate discount rate.
The direct capitalization method generally converts an estimate of a single
year's income expectancy, or, in some cases, a hypothetical stabilized single
year's income expectancy, into an indication of value by dividing the income
estimate by an appropriate capitalization rate. An applicable capitalization
method and appropriate capitalization rates are developed for use in
computations that lead to an indication of value. In utilizing the Income
Approach, the appraiser's method of determination of gross income, gross expense
and net operating income for the subject property may vary from the method of
determining Underwritten Net Operating Income for that property, resulting in
variances in the related net operating income values.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended.

         "IRS" means the Internal Revenue Service.

         "KeyBank" means KeyBank National Association.

         "KRECM" means KeyCorp Real Estate Capital Markets, Inc.

         "LaSalle" means LaSalle Bank National Association.

         "Leasable Square Footage," "S.F." or "Sq. Ft." means, in the case of
any mortgaged real property that is a commercial property, other than a
hospitality property, the estimated square footage of the gross leasable area at
the property, as reflected in information provided by the related borrower or in
the appraisal on which the Most Recent Appraised Value of the property is based.

         "Lehman" means Lehman Brothers Holdings Inc.

         "Lennar" means Lennar Partners, Inc.

         "LNR" means LNR Property Corporation.

         "Lock/x" means, with respect to any of the underlying mortgage loans, a
duration of x payments for the lock-out period during which prepayment is
prohibited, including any defeasance period.

         "Major Tenant" means the top three tenants of a commercial property,
including ground leased space, based on the NRSF.

         "Material Breach" will have the meaning described under "Description of
the Underlying Mortgage Loans--Representations and Warranties" in this
prospectus supplement.

         "Material Document Defect" will have the meaning described under
"Description of the Underlying Mortgage Loans--Assignment of the Underlying
Mortgage Loans" in this prospectus supplement.

         "Maturity/ARD Balance" means with respect to any underlying mortgage
loan, the unpaid principal balance of the subject mortgage loan immediately
prior to its maturity or, in the case of an ARD Loan, the related anticipated
repayment date, according to the payment schedule for the subject mortgage loan
and otherwise assuming no prepayments, defaults or extensions.

                                     S-198


         "Maturity/ARD Loan-to-Value Ratio" or "Maturity/ARD LTV Ratio" means:

         o   with respect to any underlying balloon mortgage loan or ARD Loan,
             other than an underlying mortgage loan secured, including through
             cross-collateralization with other mortgage loans, by multiple real
             properties, the ratio of--

             1.  the Maturity/ARD Balance of the subject mortgage loan, to

             2.  the Most Recent Appraised Value of the related mortgaged real
                 property; and

         o   with respect to any underlying balloon mortgage loan or ARD Loan
             that is secured, including through cross-collateralization with
             other mortgage loans, by multiple real properties, the ratio of--

             1.  the total Maturity/ARD Balance of the subject mortgage loan,
                 and all other mortgage loans with which it is
                 cross-collateralized, to

             2.  the total Most Recent Appraised Value of all of the related
                 mortgaged real properties.

         "Modeling Assumptions" means, collectively, the following assumptions
regarding the series 2004-C5 certificates and the underlying mortgage loans:

         o   the underlying mortgage loans have the characteristics set forth on
             Exhibit A-1 to this prospectus supplement and the initial mortgage
             pool balance is approximately $1,866,945,055;

         o   the total initial principal balance or notional amount, as the case
             may be, of each class of series 2004-C5 certificates is as
             described in this prospectus supplement;

         o   the pass-through rate for each interest-bearing class of series
             2004-C5 certificates is as described in this prospectus supplement;

         o   there are no delinquencies or losses with respect to the underlying
             mortgage loans;

         o   there are no modifications, extensions, waivers or amendments
             affecting the monthly debt service payments by borrowers on the
             underlying mortgage loans;

         o   there are no Appraisal Reduction Amounts with respect to the
             underlying mortgage loans;

         o   there are no casualties or condemnations affecting the
             corresponding mortgaged real properties;

         o   each of the underlying mortgage loans provides monthly debt service
             payments to be due on the first, fifth or eleventh day of each
             month, regardless of whether the subject date is a business day or
             not;

         o   monthly debt service payments on the underlying mortgage loans are
             timely received on their respective due dates in each month,
             regardless of whether the subject date is a business day or not;

         o   no voluntary or involuntary prepayments are received as to any
             underlying mortgage loan during that mortgage loan's prepayment
             lock-out period, including any contemporaneous defeasance period,
             or yield maintenance period;

         o   no individual properties are released on the BECO portfolio loans
             during their Lockout or Defeasance Periods;

         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 three
             bullets, prepayments are made on each of the underlying 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;



                                     S-199


         o   all prepayments on the underlying mortgage loans are assumed to
             be--

             (1) accompanied by a full month's interest,

             (2) if received during a prepayment premium period, accompanied by
                 the appropriate Static Prepayment Premium or Yield Maintenance
                 Charge, and

             (3) received on the applicable due date of the relevant month;

         o   no person or entity entitled thereto exercises its right of
             optional termination as described in this prospectus supplement
             under "The Pooling and Servicing Agreement--Termination";

         o   none of the underlying mortgage loans is required to be repurchased
             or replaced by the related mortgage loan seller, as described under
             "Description of the Underlying Mortgage Loans--Cures, Repurchases
             and Substitutions" in this prospectus supplement;

         o   the only trust fund expenses are the trustee fee, including the
             certificate administrator fee, and the master servicing fee as
             listed on Exhibit A-1 as Administrative Fees;

         o   there are no Additional Trust Fund Expenses;

         o   funds released from the interest reserve account for any underlying
             mortgage loan that has paid in full will be included in the
             calculation of net weighted average coupon of the remaining
             underlying mortgage loans;

         o   payments on the offered certificates are made on the 15th day of
             each month, commencing in January 2005; and

         o   the offered certificates are settled on an assumed settlement date
             of December 29, 2004.

         "Moody's" means Moody's Investors Service, Inc.

         "Most Recent Appraised Value" or "Appraised Value" means for any
mortgaged real property securing an underlying mortgage loan, the "as is" or, if
provided, the "as cured" value estimate reflected in the most recent appraisal
obtained by or otherwise in the possession of the related mortgage loan seller.
The appraiser's "as cured" value, as stated in the appraisal, is generally
calculated as the sum of--

         o   the "as is" value set forth in the related appraisal, plus

         o   the estimated costs, as of the date of the appraisal, of
             implementing any deferred maintenance required to be undertaken
             immediately or in the short term under the terms of the related
             mortgage loan.

         In general, the amount of costs assumed by the appraiser for these
purposes is based on--

         o   an estimate by the individual appraiser, o an estimate by the
             related borrower,

         o   the estimate set forth in the property condition assessment
             conducted in connection with the origination of the related
             mortgage loan, or

         o   a combination of these estimates.

         "Most Recent Debt Service Coverage Ratio" or "Most Recent DSCR" means:

         o   with respect to any underlying mortgage loan, other than an
             underlying mortgage loan secured, including through
             cross-collateralization with other mortgage loans, by multiple
             mortgaged real properties, the ratio of--

             1.  the Most Recent Net Cash Flow for the related mortgaged real
                 property, to

                                     S-200


             2.  twelve times the monthly debt service payment for the subject
                 mortgage loan due on its due date in December 2004; and

         o   with respect to any underlying mortgage loan that is secured,
             including through cross-collateralization with other mortgage
             loans, by multiple mortgaged real properties, the ratio of--

             1.  the total Most Recent Net Cash Flow for those properties, to

             2.  twelve times the monthly debt service payment(s) for that
                 underlying mortgage loan, and any and all other mortgage loans
                 with which it is cross-collateralized, due on the related due
                 date in December 2004;

         provided that, if the subject underlying mortgage loan or the subject
group of cross-collateralized underlying mortgage loans is currently in an
interest-only period, then the amount in clause 2. of any of the foregoing
bullets of this definition will be either (a) if that interest-only period
extends to maturity or, in the case of an ARD Loan, to the related anticipated
repayment date, the aggregate of the monthly debt service payments to be due
thereon from and including the due date in December 2004 through and including
the due date in November 2005 or (b) if that interest-only period ends prior to
maturity or, in the case of an ARD Loan, prior to the related anticipated
repayment date, twelve times the monthly debt service payment to be due thereon
on the first due date after amortization begins.

         "Most Recent Expenses" means, for any mortgaged real property that
secures an underlying mortgage loan, the expenses incurred, or annualized or
estimated in some cases, for the property for the 12-month period ended as of
the Most Recent Operating Statement Date, based upon the latest available annual
or, in some cases, partial-year operating statement and other information
furnished by the related borrower.

         Expenses generally consist of all expenses incurred for the property,
including--

         o   salaries and wages,

         o   the costs or fees of--

             1.  utilities,

             2.  repairs and maintenance,

             3.  marketing,

             4.  insurance,

             5.  management,

             6.  landscaping,

             7.  security, if provided at the property, and

         o   the amount of--

             1.  real estate taxes,

             2.  general and administrative expenses,

             3.  ground lease payments, and

             4.  other costs.

         For purposes of the foregoing, expenses do not reflect, however, any
deductions for debt service, depreciation, amortization, capital expenditures,
leasing commissions and tenant improvements or furniture, fixtures and
equipment. In the case of a hospitality property, such expenses also include
expenses relating to guest rooms, food and beverage costs, telephone bills and
rental and other expenses, as well as operating expenses as general
administrative expenses, marketing expenses and franchise fees.

                                     S-201


         In determining the Most Recent Expenses for any property, the related
mortgage loan seller may have made adjustments to the financial information
provided by the related borrower similar to those used in calculating the
Estimated Annual Operating Expenses for that property.

         "Most Recent Net Cash Flow" or "Most Recent NCF" means, with respect to
each mortgaged real property that secures a mortgage loan in the trust fund, the
Most Recent Net Operating Income, less:

         o   underwritten replacement reserve amounts; and

         o   in the case of hospitality properties, expenses for furniture,
             fixtures and equipment; and

         o   in the case of mortgaged real properties used primarily for office,
             retail and industrial purposes, underwritten leasing commissions
             and tenant improvements.

         "Most Recent Net Operating Income" or "Most Recent NOI" means, with
respect to each of the mortgaged real properties that secures an underlying
mortgage loan, the total cash flow derived from the property that was available
for annual debt service on the related mortgage loan, calculated as the Most
Recent Revenues less Most Recent Expenses for that property.

         "Most Recent Operating Statement Date" means, with respect to each of
the underlying mortgage loans, the date indicated on Exhibit A-1 as the Most
Recent Operating Statement Date with respect to that mortgage loan. In general,
this date is the end date of the period covered by the latest available annual
or, in some cases, partial-year operating statement for the related mortgaged
real property.

         "Most Recent Revenues" means, for any mortgaged real property that
secures an underlying mortgage loan, the revenues received, or annualized or
estimated in some cases, in respect of the property for the 12-month period
ended as of the Most Recent Operating Statement Date, based upon the latest
available annual or, in some cases, partial-year operating statement and other
information furnished by the related borrower. For purposes of the foregoing,
revenues generally consist of all revenues received in respect of the property,
including:

         o   for a multifamily rental property or a manufactured housing
             community, rental and other revenues;

         o   for a hospitality property, guest room rates, food and beverage
             charges, telephone charges and other revenues; and

         o   for any other commercial property, base rent, percentage rent,
             expense reimbursements and other revenues.

         In determining the Most Recent Revenues for any property, the related
mortgage loan seller may have made adjustments to the financial information
provided by the related borrower similar to those used in calculating the
Estimated Annual Revenues for that property.

         "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 mortgage pool during the related collection period; over

         o   the sum of--

             1.  the total payments made by the master servicer to cover those
                 Prepayment Interest Shortfalls, and

             2.  the total Prepayment Interest Excesses collected with respect
                 to the mortgage pool during the related collection period.

         "Net Mortgage Interest Rate" means with respect to any mortgage loan in
the trust fund, the related mortgage interest rate reduced by the sum of the
annual rates at which the related master servicing fee, including any primary
servicing fee, the trustee fee, including the certificate administrator fee,
and, in the case of an ARD Loan following its anticipated repayment date,
Post-ARD Additional Interest, are calculated.



                                     S-202


         "Net Mortgage Pass-Through Rate" means:

         o   with respect to any underlying mortgage loan that accrues interest
             on a 30/360 Basis, for any distribution date, a rate per annum
             equal to the Net Mortgage Interest Rate in effect for that mortgage
             loan as of the date of initial issuance of the offered
             certificates; and

         o   with respect to any underlying mortgage loan that accrues interest
             on an Actual/360 Basis, for any distribution date, a rate per annum
             equal to 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)
                 the Net Mortgage Interest Rate in effect for that mortgage loan
                 as of the date of initial issuance of the offered certificates,
                 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
during January, except during a leap year, or February, then the amount of
interest referred to in the fractional numerator described in clause 1. of the
second bullet of the prior sentence 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 fractional numerator described in clause 1. of the second
bullet of the second preceding sentence will be increased to reflect any
interest reserve amount(s) 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.

         "NRSF" means net rentable square footage.

         "Occupancy Rate at Underwriting" or "Occupancy Rate at U/W" means the
percentage of leasable square footage, in the case of mortgaged real properties
that are commercial properties, other than hospitality properties, or units, in
the case of mortgaged real properties that are multifamily rental properties
and/or manufactured housing communities, of the subject property that were
occupied or leased as of the approximate date of the original underwriting of
the related mortgage loan in the trust fund or any later date as we considered
appropriate, in any event as reflected in information provided by the related
borrower or in the appraisal on which the Most Recent Appraised Value of the
property is based. The Occupancy Rate at Underwriting reflects Dark Tenants.

         "Option Period" means the period during which the Purchase Option for
any Defaulted Loan may be exercised, as described under "The Pooling and
Servicing Agreement--Fair Value Purchase Option" in this prospectus supplement.

         "Option Price" means the cash price at which any Defaulted Loan may be
purchased under the related Purchase Option, as described under "The Pooling and
Servicing Agreement--Fair Value Purchase Option" in this prospectus supplement.

         "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 real
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,

         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, a marked-up
             commitment for title insurance or signed escrow instructions, which
             in any case is binding on the subject title insurance company,



                                     S-203


         o   other matters to which like properties are commonly subject,

         o   the rights of tenants, as tenants only, under leases, including
             subleases, pertaining to the related mortgaged real property,

         o   if the related mortgage loan is the Eastgate Mall Mortgage Loan,
             the FedEx-Midway Mortgage Loan or an A-Note Mortgage Loan, the
             portion of the lien of the related mortgage instrument that secures
             the related Companion Loan.

         o   if the subject mortgaged real property is a unit in a condominium,
             the related condominium declaration.

         "Permitted Investments" means the U.S. government securities and other
investment grade obligations specified in the pooling and servicing agreement.

         "Plan" means any ERISA Plan or any other employee benefit or retirement
plan, arrangement or account, including any individual retirement account or
Keogh plan, that is subject to Section 4975 of the Internal Revenue Code.

         "Plan Asset Regulations" means the regulations of the U.S. Department
of Labor promulgated under ERISA concerning what constitutes the assets of a
Plan.

         "Post-ARD Additional Interest" means, with respect to any ARD Loan in
the trust fund, 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 full or partial
prepayment of an underlying mortgage loan made by the related borrower or
otherwise in connection with a casualty or condemnation during any collection
period after the due date for that loan, the amount of any interest collected on
that prepayment for the period from and after that due date, less the amount of
master servicing fees payable from that interest collection, and exclusive of
any Default Interest and Post-ARD Additional Interest included in that interest
collection.

         "Prepayment Interest Shortfall" means, with respect to any full or
partial prepayment of an underlying mortgage loan made by the related borrower
or otherwise in connection with a casualty or condemnation during any collection
period prior to the due date for that loan, the amount of any uncollected
interest that would have accrued on that prepayment to, but not including, such
due date, less the amount of master servicing fees that would have been payable
from that uncollected interest, and exclusive of any portion of that uncollected
interest that would have been Default Interest or Post-ARD Additional Interest.

         "Principal Distribution Adjustment Amount" means with respect to any
Distribution Date, the sum of (i) the amount of any nonrecoverable advance that
was reimbursed to the master servicer or trustee that was deemed to have been
reimbursed out of payments and other collections of principal (as described
herein under "Description of the Offered Certificates--Advances of Delinquent
Monthly Debt Service Payments" and "The Pooling and Servicing
Agreement--Servicing and Other Compensation and Payment of Expenses--Payment of
Expenses; Servicing Advances) and (ii) any advance that remained unreimbursed
following the time that a defaulted mortgage loan is modified and returned to
performing status that was reimbursed to the master servicer or trustee, with
interest on such advance, that was deemed to have been reimbursed out of
payments and other collections of principal (as described herein under
"Description of the Offered Certificates--Advances of Delinquent Monthly Debt
Service Payments" and "The Pooling and Servicing Agreement--Servicing and Other
Compensation and Payment of Expenses--Payment of Expenses; Servicing Advances),
in each case, during the period since the preceding Distribution Date.

         "PTE" means prohibited transaction exemption.

         "Purchase Option" means, with respect to any Defaulted Loan, the
purchase option described under "The Pooling and Servicing Agreement--Fair Value
Purchase Option" in this prospectus supplement.

         "Qualified Substitute Mortgage Loan" means a mortgage loan which must,
on the date of substitution (a) have an outstanding principal balance, after
application of all scheduled payments of principal and/or interest due during or
prior to the month of substitution, not in excess of the outstanding principal
balance of the deleted mortgage loan as of the due date in the calendar month
during which the substitution occurs; (b) have a mortgage rate not less than the
mortgage rate of the deleted mortgage loan; (c) have the same due date as the
deleted mortgage loan; (d) accrue interest on the same basis as the



                                     S-204


deleted mortgage loan (for example, on the basis of a 360-day year and the
actual number of days elapsed); (e) have a remaining term to stated maturity not
greater than, and not more than two years less than, the remaining term to
stated maturity of the deleted mortgage loan; (f) have an original loan-to-value
ratio not higher than that of the deleted mortgage loan and a current
loan-to-value ratio not higher than the then-current loan-to-value ratio of the
deleted mortgage loan; (g) materially comply as of the date of substitution with
all of the representations and warranties set forth in the applicable purchase
agreement; (h) have an environmental report with respect to the related
mortgaged real property that indicates no material adverse environmental
conditions with respect to the related mortgaged real property and which will be
delivered as a part of the related mortgage file; (i) have an original debt
service coverage ratio not less than the original debt service coverage ratio of
the deleted mortgage loan; (j) be determined by an opinion of counsel to be a
"qualified replacement mortgage" within the meaning of Section 860G(a)(4) of the
Internal Revenue Code; (k) not have a maturity date after the date three years
prior to the rated final distribution date; (l) not be substituted for a deleted
mortgage loan unless the trustee has received prior confirmation in writing by
each of Moody's and S&P that the substitution will not result in the withdrawal,
downgrade, or qualification of the then-current rating assigned by any of
Moody's or S&P to any class of series 2004-C5 certificates then rated by Moody's
or S&P, respectively (the cost, if any, of obtaining the confirmation to be paid
by the applicable mortgage loan seller); (m) have been approved by the Series
2004-C5 Directing Certificateholder in its sole discretion; (n) prohibit
defeasance within two years of the date of initial issuance of the series
2004-C5 certificates; and (o) not be substituted for a deleted mortgage loan if
it would result in the termination of the REMIC status of any REMIC created
under the pooling and servicing agreement or the imposition of tax on any REMIC
created under the pooling and servicing agreement other than a tax on income
expressly permitted or contemplated to be received by the terms of the pooling
and servicing agreement. In the event that one or more mortgage loans are
substituted for one or more deleted mortgage loans simultaneously, then the
amounts described in clause (a) are required to be determined on the basis of
aggregate principal balances and the rates described in clause (b) above and the
remaining term to stated maturity referred to in clause (e) above are required
to be determined on a weighted average basis. When a Qualified Substitute
Mortgage Loan is substituted for a deleted mortgage loan, the applicable
mortgage loan seller will be required to certify that the mortgage loan meets
all of the requirements of the above definition and send the certification to
the trustee.

         "Realized Losses" means losses on or with respect to the underlying
mortgage loans arising from the inability of the master servicer and/or the
special servicer 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 real property.
We discuss the calculation of Realized Losses 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.

         "Relevant Persons" will have the meaning given to that term under
"Notice to Residents of the United Kingdom" in this prospectus supplement.

         "REMIC" means a "real estate mortgage investment conduit" as defined in
Section 860D of the Internal Revenue Code.

         "REMIC I" means the REMIC identified as such, and described under,
"Summary of Prospectus Supplement--Legal and Investment Considerations--Federal
Income Tax Consequences" in this prospectus supplement.

         "REMIC II" means the REMIC identified as such, and described under,
"Summary of Prospectus Supplement--Legal and Investment Considerations--Federal
Income Tax Consequences" in this prospectus supplement.

         "REO Property" means any mortgaged real property that is acquired by
the special servicer for the benefit of the series 2004-C5 certificateholders
(or, if such property relates to the Eastgate Mall Total Loan, the FedEx-Midway
Total Loan or an A/B Loan Pair, for the benefit of the series 2004-C5
certificateholders and the holder(s) of the related Companion Loan(s)), through
foreclosure, deed-in-lieu of foreclosure or otherwise following a default on the
corresponding mortgage loan in the trust fund.

         "Restricted Group" means, collectively, the following persons and
entities--

         o   the trustee,

         o   the Exemption-Favored Parties,

         o   us,

         o   the master servicer,

                                     S-205


         o   the special servicer,

         o   any sub-servicers,

         o   the mortgage loan sellers,

         o   each borrower, if any, with respect to underlying 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.

         "Rooms" means, in the case of any mortgaged real property that is a
hospitality property, the estimated number of rooms and/or suites, without
regard to the size of the rooms or the number or size of the rooms in the
suites, as reflected in information provided by the related borrower or in the
appraisal on which the Most Recent Appraised Value of the property is based.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "Sales Comparison Approach" means a determination of the value of a
mortgaged real property based upon a comparison of that property to similar
properties that have been sold recently or for which listing prices or offering
figures are known. In connection with that determination, data for generally
comparable properties are used and comparisons are made to demonstrate a
probable price at which the subject mortgaged real property would sell if
offered on the market.

         "SEC" means the Securities and Exchange Commission.

         "Senior Principal Distribution Cross-Over Date" means the first
distribution date, if any, as of which the total principal balance of the class
A-1, A-2, A-3, A-AB, A-4 and A-1-A certificates outstanding immediately prior to
that distribution date, equals or exceeds the sum of:

         o   the total Stated Principal Balance of the mortgage pool that will
             be outstanding immediately following that distribution date; plus

         o   the lesser of--

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

             2.  the portion of the Available P&I Funds for that distribution
                 date that will remain after all required distributions of
                 interest on the class A-X, A-SP, A-1, A-2, A-3, A-AB, A-4 and
                 A-1-A certificates have been made on that distribution date.

         "Series 2004-C5 Directing Certificateholder" means the
certificateholder (or, in the case of a class of book-entry certificates, a
beneficial owner) of the series 2004-C5 controlling class selected by the
holders (or beneficial owners) of more than 50% of the total principal balance
of the series 2004-C5 controlling class; provided, however, that until a Series
2004-C5 Directing Certificateholder is so selected or after receipt of a notice
from the holders (or beneficial owners) of more than 50% of the total principal
balance of the series 2004-C5 controlling class that a Series 2004-C5 Directing
Certificateholder is no longer designated, the series 2004-C5 controlling class
certificateholder that beneficially owns the largest aggregate principal balance
of the series 2004-C5 controlling class certificates will be the Series 2004-C5
Directing Certificateholder.



                                     S-206


         "Servicing Standard" means (subject to the discussion under
"Description of the Mortgage Pool--The A/B Loan Pairs," "--Certain Matters
Regarding the Eastgate Mall Mortgage Loan" and "--Certain Matters Regarding the
FedEx-Midway Mortgage Loan" in this prospectus supplement) the standard by which
the master servicer and the special servicer will service and administer the
mortgage loans and/or REO Properties that it is obligated to service and
administer pursuant to the pooling and servicing agreement for the benefit of
the series 2004-C5 certificateholders (as a collective whole) or, in the case of
the Eastgate Mall Total Loan, the FedEx-Midway Total Loan and an A/B Loan Pair,
for the benefit of the series 2004-C5 certificateholders and the holder(s) of
the related Companion Loan(s) (as a collective whole), which standard will be to
perform such servicing and administration in accordance with applicable law, the
terms of the pooling and servicing agreement and the terms of the respective
subject mortgage loans and any applicable intercreditor or co-lender agreements
and, to the extent consistent with the foregoing, further as follows--

         o   (a) the same manner in which, and with the same care, skill,
             prudence and diligence with which the master servicer or the
             special servicer, as the case may be, services and administers
             similar mortgage loans for other third-party portfolios, giving due
             consideration to the customary and usual standards of practice of
             prudent institutional commercial and multifamily mortgage loan
             servicers servicing mortgage loans for third parties, and (b) the
             same care, skill, prudence and diligence with which the master
             servicer or the special servicer, as the case may be, services and
             administers commercial and multifamily mortgage loans owned by the
             master servicer or the special servicer, as the case may be,
             whichever is higher;

         o   with a view to the timely recovery of all scheduled payments of
             principal and interest under the serviced mortgage loans, the full
             collection of all Yield Maintenance Charges that may become payable
             under the serviced mortgage loans and, in the case of the special
             servicer, if a serviced mortgage loan comes into and continues in
             default and if, in the judgment of the special servicer, no
             satisfactory arrangements can be made for the collection of the
             delinquent payments, the maximization of the recovery on that
             mortgage loan to the series 2004-C5 certificateholders (as a
             collective whole) or, in the case of the Eastgate Mall Total Loan,
             the FedEx-Midway Total Loan and an A/B Loan Pair, for the benefit
             of the series 2004-C5 certificateholders and the holder(s) of the
             related Companion Loan(s) (as a collective whole), on a present
             value basis; and

         o   without regard to--

             (a) any relationship that the master servicer or the special
                 servicer, as the case may be, or any affiliate thereof may have
                 with the related borrower, a mortgage loan seller or any other
                 party to the pooling and servicing agreement,

             (b) the ownership of any series 2004-C5 certificate by the master
                 servicer or the special servicer, as the case may be, or by any
                 affiliate thereof,

             (c) the master servicer's obligation to make advances,

             (d) the special servicer's obligation to request that the master
                 servicer make servicing advances, (e) the right of the master
                 servicer (or any affiliate thereof) or the special servicer (or
                 any affiliate thereof), as the case may be, to receive
                 reimbursement of costs, or the sufficiency of any compensation
                 payable to it, or with respect to any particular transaction,

             (f) the ownership, servicing or management for itself or others of
                 any other mortgage loans or mortgaged properties by the master
                 servicer or the special servicer or any affiliate of the master
                 servicer or the special servicer, as applicable,

             (g) any obligation of the master servicer or any of its affiliates
                 (in their capacity as a mortgage loan seller) to cure a breach
                 of a representation or warranty or repurchase the mortgage
                 loan, or

             (h) any debt that the master servicer or the special servicer or
                 any affiliate of the master servicer or the special servicer,
                 as applicable, has extended to any borrower.

                                     S-207


         "Servicing Transfer Event" means, with respect to any mortgage loan in
the trust fund, any of the following events, among others:

         1.  in the case of a balloon loan, a payment default has occurred at
             its maturity date, or if the master servicer has received evidence
             prior to the maturity date that the borrower has obtained a firm
             commitment to refinance, such default continues unremedied beyond
             the earlier of (i) 60 days after its maturity date or (ii) the
             expiration of such commitment;

         2.  any monthly payment is more than 60 or more days delinquent;

         3.  the related borrower has--

             (1) filed for, or consented to, bankruptcy, appointment of a
                 receiver or conservator or a similar insolvency proceeding;

             (2) become the subject of a decree or order for such a proceeding
                 which is not stayed or discharged within 60 days; or

             (3) has admitted in writing its inability to pay its debts
                 generally as they become due;

         4.  the master servicer shall have received notice of the foreclosure
             or proposed foreclosure of any other lien on the mortgaged real
             property;

         5.  in the judgment of the master servicer or special servicer, a
             payment default or a material non-monetary default has occurred or,
             in each case, is imminent and is not likely to be cured by the
             borrower within 60 days (or in the case of a payment default or
             imminent payment default, for the time period described in clause
             1. or 2., as applicable) and, in respect of a determination by the
             special servicer that a payment default or material non-monetary
             default is imminent, the Series 2004-C5 Directing Certificateholder
             has concurred with such determination; or

         6.  any other default (exclusive of an Acceptable Insurance Default)
             has occurred under the related mortgage loan documents that, in the
             judgment of the master servicer or special servicer, has materially
             and adversely affected the value of the related mortgage loan and
             has continued unremedied for 60 days (irrespective of any grace
             period specified in the related mortgage note).

         A Servicing Transfer Event will cease to exist, if and when:

         o   with respect to the circumstances described in clauses 1. and 2. of
             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 master servicer or the
             special servicer;

         o   with respect to the circumstances described in clauses 3. and 5. of
             this definition, those circumstances cease to exist in the judgment
             of the applicable special servicer;

         o   with respect to the circumstances described in clause 4. of this
             definition, the proceedings are terminated; and

         o   with respect to the circumstances described in clause 6. of this
             definition, the default is cured in the judgment of the special
             servicer.

         "Shadow Anchor" means a store or business that materially affects the
draw of customers to a retail property, but which may be located at an adjoining
property or on a portion of the subject retail property that is not collateral
for the related mortgage loan.

         "Significant Mortgage Loans" has the meaning given to that term under
"The Pooling and Servicing Agreement--Enforcement of Due-on-Sale Provisions and
Due-on-Encumbrance" in this prospectus supplement.

         "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

                                     S-208


         "Specially Designated Servicing Actions" means any of the following
actions with respect to any mortgage loan, mortgaged real property or REO
Property that is being serviced and/or administered under the pooling and
servicing agreement:

         o   any modification, waiver or amendment of a monetary term of a
             mortgage loan (other than a waiver of Default Interest and/or late
             payment charges) or a material non-monetary term (excluding any
             waiver of a "due-on-sale" or "due-on-encumbrance" clause, which is
             covered below);

         o   any proposed or actual foreclosure or comparable conversion of the
             ownership of a mortgaged real property securing a specially
             serviced mortgage loan;

         o   any proposed or actual sale of an REO Property, other than in
             connection with the termination of the trust fund as described in
             this prospectus supplement under "The Pooling and Servicing
             Agreement--Termination";

         o   any determination to bring a mortgaged real property or an REO
             Property into compliance with applicable environmental laws;

         o   any acceptance of substitute or additional collateral for a
             specially serviced mortgage loan (other than in accordance with the
             terms of that mortgage loan);

         o   any acceptance of a discounted payoff with respect to a specially
             serviced mortgage loan;

         o   any waiver of a "due-on-sale" or "due-on-encumbrance" clause under
             any mortgage loan;

         o   any acceptance of an assumption agreement releasing a borrower from
             liability under a mortgage loan;

         o   any release of collateral for a specially serviced mortgage loan or
             releases of earn-out reserves or related letters of credit with
             respect to an underlying mortgage loan (other than, in each case,
             in accordance with the terms of, or upon satisfaction of, that
             mortgage loan); and

         o   such other events as may be expressly provided for in the pooling
             and servicing agreement.

         "Stated Principal Balance" means, for each mortgage loan in the trust
fund, an amount that:

         o   will initially equal its unpaid principal balance as of its due
             date in December 2004 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--

             1.  that portion, if any, of the Total Principal Distribution
                 Amount for that distribution date that is attributable to that
                 mortgage loan, and

             2.  the principal portion of any Realized Loss 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
collectible with respect to that mortgage loan or any related REO Property have
been received.

         "Static Prepayment Premium" means a form of prepayment consideration
payable in connection with any voluntary or involuntary principal prepayment
that is calculated solely as a specified percentage of the amount prepaid, which
percentage may change over time.

         "TI/LC" means tenant improvements and leasing commissions.

         "Total Available Funds" means, with respect to any distribution date,
the total amount of funds available to make distributions on the series 2004-C5
certificates on that date as described under "Description of the Offered
Certificates--Distribution Account--Withdrawals" in this prospectus supplement.



                                     S-209


         "Total Principal Distribution Amount" means:

         o   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 underlying mortgage loans (but not in respect of
                 amounts payable to any Companion Loan pursuant to the related
                 intercreditor agreement) during the related collection period,
                 exclusive of any of those payments that represents a late
                 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 due date for the
                 related underlying mortgage loan in December 2004 or on a due
                 date for the related underlying mortgage loan subsequent to the
                 end of the related collection period,

             2.  all monthly payments of principal received by or on behalf of
                 the trust fund with respect to the underlying mortgage loans
                 prior to, but that are due during, the related collection
                 period,

             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 underlying mortgage loans (but not
                 in respect of amounts payable to any Companion Loan pursuant to
                 the related intercreditor agreement) or any related REO
                 Properties during the related collection period and that were
                 identified and applied by the master servicer as recoveries of
                 principal of the subject mortgage loan or, in the case of an
                 REO Property, of the related underlying mortgage loan, in each
                 case net of any portion of the particular collection that
                 represents a late 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 due date for the related mortgage loan in December
                 2004, and

             4.  all advances of principal made with respect to the underlying
                 mortgage loans for that distribution date; and

         o   for the final distribution date, an amount equal to the total
             Stated Principal Balance of the mortgage pool outstanding
             immediately prior to that final distribution date.

         Notwithstanding the foregoing, the Total Principal Distribution Amount
will be reduced on any Distribution Date by an amount equal to the Principal
Distribution Adjustment Amount calculated with respect to such Distribution
Date. The Total Principal Distribution Amount will be increased on any
Distribution Date by the amount of any recovery occurring during the related
collection period of an amount that was previously advanced with respect to a
mortgage loan if such advance was previously reimbursed from principal in a
manner that resulted in a Principal Distribution Adjustment Amount on a prior
Distribution Date.

         "Underwriter Exemption" means PTE 89-90, as subsequently amended by PTE
97-34, PTE 2000-58 and PTE 2002-41.

         "Underwritten Debt Service Coverage Ratio" or "U/W DSCR" means:

         o   with respect to any underlying mortgage loan, other than an
             underlying mortgage loan secured, including through
             cross-collateralization with other mortgage loans, by multiple
             mortgaged real properties, the ratio of--

             1.  the Underwritten Net Cash Flow for the related mortgaged real
             property, to

             2.  twelve times the monthly debt service payment for that mortgage
                 loan due on the related due date in December 2004; and

         o   with respect to any underlying mortgage loan that is secured,
             including through cross-collateralization, by multiple mortgaged
             real properties, the ratio of--

             1.  the total Underwritten Net Cash Flow for those properties, to

                                     S-210


             2.  twelve times the monthly debt service payment(s) for that
                 mortgage loan, and all other mortgage loans with which it is
                 cross-collateralized, due on the related due date in December
                 2004;

         provided that, if the subject underlying mortgage loan or the subject
group of cross-collateralized underlying mortgage loans is currently in an
interest-only period, then the amount in clause 2. of any of the foregoing
bullets of this definition will be either (a) if that interest-only period
extends to maturity or, in the case of an ARD Loan, to the related anticipated
repayment date, the aggregate of the monthly debt service payments to be due
thereon from and including the due date in December 2004 through and including
the due date in November 2005 or (b) if that interest-only period ends prior to
maturity or, in the case of an ARD Loan, prior to the related anticipated
repayment date, twelve times the monthly debt service payment to be due thereon
on the first due date after amortization begins.

         "Underwritten Effective Gross Income" or "U/W EGI" means, with respect
to any mortgaged real property securing an underlying mortgage loan, the
Estimated Annual Revenues for that property.

         "Underwritten Net Cash Flow" or "U/W NCF" means, with respect to each
of the mortgaged real properties securing an underlying mortgage loan, the
estimated total cash flow from that property expected to be available for annual
debt service on the related underlying mortgage loan. In general, that estimate:

         o   was made at the time of origination of the related underlying
             mortgage loan or in connection with the transactions described in
             this prospectus supplement; and

         o   is equal to the excess of--

             1.  the Estimated Annual Revenues for the property, over

             2.  the Estimated Annual Operating Expenses for the property.

         The management fees and reserves assumed in calculating Underwritten
Net Cash Flow differ in many cases from actual management fees and reserves
actually required under the loan documents for the related underlying mortgage
loans. In addition, actual conditions at the mortgaged real properties will
differ, and may differ substantially, from the conditions assumed in calculating
Underwritten Net Cash Flow. In particular, in the case of those mortgaged real
properties used for retail, office and industrial purposes, the assumptions
regarding tenant vacancies, tenant improvements and leasing commissions, future
rental rates, future expenses and other conditions used in calculating
Underwritten Net Cash Flow may differ substantially from actual conditions.
Furthermore, the Underwritten Net Cash Flow for each of the mortgaged real
properties does not reflect the effects of future competition or economic
cycles. Accordingly, there can be no assurance that the Underwritten Net Cash
Flow for any of the mortgaged real properties shown on Exhibit A-1 to this
prospectus supplement will be representative of the actual future net cash flow
for the particular property.

         Underwritten Net Cash Flow and the revenues and expenditures used to
determine Underwritten Net Cash Flow for each of the mortgaged real properties
are derived from generally unaudited information furnished by the related
borrower. However, in some cases, an accounting firm performed agreed upon
procedures, or employees of the related originator performed cash flow
verification procedures, that were intended to identify any errors in the
information provided by the related borrower. Audits of information furnished by
borrowers could result in changes to the information. These changes could, in
turn, result in the Underwritten Net Cash Flow shown on Exhibit A-1 to this
prospectus supplement being overstated. Net income for any of the underlying
real properties as determined under GAAP would not be the same as the
Underwritten Net Cash Flow for the property shown on Exhibit A-1 to this
prospectus supplement. In addition, Underwritten Net Cash Flow is not a
substitute for or comparable to operating income as determined in accordance
with GAAP as a measure of the results of the property's operations nor a
substitute for cash flows from operating activities determined in accordance
with GAAP as a measure of liquidity.

         "Underwritten Net Operating Income" or "U/W NOI" means, with respect to
each of the mortgaged real properties securing an underlying mortgage loan in
the trust fund, the Underwritten Net Cash Flow for the property, increased by
any and all of the following items that were included in the Estimated Annual
Operating Expenses for the property for purposes of calculating that
Underwritten Net Cash Flow:

         o   underwritten recurring replacement reserve amounts;

         o   capital improvements, including recurring capital improvements; o
             in the case of hospitality properties, expenses for furniture,
             fixtures and equipment; and



                                     S-211


         o   in the case of mortgaged real properties used primarily for office,
             retail and industrial purposes, underwritten leasing commissions
             and tenant improvements.

         "United States Person" means

         o   a citizen or resident of the United States;

         o   a domestic partnership;

         o   a domestic corporation;

         o   any estate, other than a foreign estate within the meaning of
             Section 7701(a)(31) of the Internal Revenue Code, and

         o   any trust if -

             1.  a court within the United States is able to exercise primary
                 supervision over the administration of the trust fund, and

             2.  one or more United States Persons have the authority to control
                 all substantial decisions of the trust fund.

         "Units" means--

         o   in the case of any mortgaged real property that is a multifamily
             rental property, the estimated number of apartments at the
             particular property, regardless of the number or size of rooms in
             the apartments, and

         o   in the case of any mortgaged real property that is a manufactured
             housing community, the estimated number of pads at the particular
             property to which a mobile home can be hooked up,

in each case, as reflected in information provided by the related borrower or in
the appraisal on which the Most Recent Appraised Value is based.

         "USAP" means the Uniform Single Attestation Program for Mortgage
Bankers established by the Mortgage Bankers of America.

         "Weighted Average Net Mortgage Pass-Through Rate" means, for each
distribution date, the weighted average of the respective Net Mortgage
Pass-Through Rates with respect to the mortgage loans in the trust fund for that
distribution date, weighted on the basis of their respective Stated Principal
Balances immediately prior to that distribution date.

         "Wells Fargo" means Wells Fargo Bank, N.A.

         "Year Built" means, with respect to any mortgaged real property
securing an underlying mortgage loan, the year when construction of the property
was principally completed, as reflected in information provided by the related
borrower or in the appraisal on which the Most Recent Appraised Value of the
property is based.

         "Year Renovated" means, with respect to any mortgaged real property
securing an underlying mortgage loan, the year when the most recent substantial
renovation of the property, if any, was principally completed, as reflected in
information provided by the related borrower or in the appraisal on which the
Most Recent Appraised Value of the property is based.

         "Yield Maintenance Charge" means a form of prepayment consideration
payable in connection with any voluntary or involuntary principal prepayment
that is calculated pursuant to a yield maintenance formula, including any
minimum amount equal to a specified percentage, which in some cases may vary, of
the amount prepaid.

         "YMx/y" means, with respect to any of the underlying mortgage loans, a
duration of y payments for the yield maintenance period during which the loan
may be prepaid with a Yield Maintenance Charge that will be no less than x% of
the amount prepaid.


                                     S-212


         "YM/y" means, with respect to any of the underlying mortgage loans, a
duration of y payments for the yield maintenance period during which the loan
may be prepaid with a Yield Maintenance Charge that does not have any minimum
amount.

         "Zurich" means Zurich Financial Services Group.






                                     S-213









                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                   EXHIBIT A-1


                        CHARACTERISTICS OF THE UNDERLYING
                MORTGAGE LOANS AND THE MORTGAGED REAL PROPERTIES

                       SEE THIS EXHIBIT FOR TABLES TITLED:

                   Locations of the Mortgaged Real Properties

                  Descriptions of the Mortgaged Real Properties

                Characteristics of the Underlying Mortgage Loans

                      Additional Mortgage Loan Information

                 Engineering, TI/LC, Tax and Insurance Reserves

                   Major Tenants of the Commercial Properties

                              Multifamily Schedule

                        Recurring Reserve Cap Information



                                      A-1-1






                                     LOCATIONS OF THE MORTGAGED REAL PROPERTIES


                                                                                                                     CUT-OFF DATE
                                  LOAN                                                                                 PRINCIPAL
      #           CROSSED         GROUP       PROPERTY NAME                                                           BALANCE (1)
      -           -------         -----       -------------                                                           -----------

      1                             1         Time Warner Retail                                                     $ 320,000,000
      2                             1         275 Madison Avenue                                                        71,000,000
      3                             1         AT&T Consumer Services Headquarters                                       58,000,000
      4                             1         Eastgate Mall                                                             53,700,000
      5              A              1         BECO Park at Forbes Center  - BRIT I                                      30,947,673
      6              A              1         BECO Park at Forbes Center - BRIT III                                     17,228,601
      7              A              1         BECO Park at Forbes Center - BRIT II                                       3,669,054
      8                             1         Orangefair Marketplace Shopping Center                                    35,925,742
      9                             1         Pershing Park Plaza                                                       29,500,000
     10                             1         Shoppes of Paradise Isle Shopping Center                                  28,000,000
     11                             1         1300 Parkwood Office Building                                             27,500,000
     12                             2         River Road Apartments                                                     26,500,000
     13              B              1         Valwood Building 37                                                        7,040,000
     14a             B              1         Valwood Building 45                                                        7,560,000
     14b             B              1         Valwood Building 33                                                        6,200,000
     14c             B              1         Valwood Building 30                                                        3,800,000
     15                             1         City Centre Place                                                         21,500,000
     16                             2         Villas at D'Andrea                                                        19,178,905
     17                             1         5000 Shoreline Court                                                      19,150,000
     18a                            1         71-77 Summer Street                                                        9,579,832
     18b                            1         184 High Street                                                            9,420,168
     19                             2         Town Hall Terrace                                                         19,000,000
     20                             1         Dekalb County Shopping Center                                             17,980,112
     21                             1         Greendale Centre Shopping Center                                          17,350,000
     22                             1         Spinnaker Court Apartments                                                17,250,000
     23                             1         Pleasant Hill Square                                                      17,120,000
     24                             2         Estates at Charlotte - 1420 Magnolia                                      17,000,000
     25                             2         Kingwood Lakes Apartments                                                 16,980,318
     26                             1         Sunshine Key                                                              16,521,828
     27                             1         Vallejo Plaza                                                             16,181,830
     28                             1         Buckhead Pavilion                                                         15,449,008
     29                             1         Clifty Crossing                                                           15,334,034
     30                             1         Promenade Shopping Center                                                 15,000,000
     31                             2         Sanctuary of Woodshire                                                    15,000,000
     32                             2         Medical Center Apartments                                                 14,993,070
     33                             1         Commercial Street Business Center                                         14,929,177
     34                             1         FedEx - Midway                                                            14,480,000
     35                             1         Market Place at Concord Mills                                             14,298,026
     36                             2         Parkside Apartments                                                       14,120,000
     37                             2         Midtown Terrace Apartments                                                13,750,000
     38                             1         Brettwood Village                                                         12,451,872
     39                             2         Cross Creek Apartments                                                    12,018,954
     40                             1         Bowles Avenue Marketplace                                                 11,965,918
     41                             1         Brunswick Plaza West                                                      11,925,000
     42                             1         Stevens Creek Office Center                                               11,556,000
     43                             1         Valley North Center                                                       11,525,000
     44                             2         Commons on Edgebrook Apartments                                           11,364,289
     45                             1         Mansfield Towne Crossing                                                  10,982,300
     46                             2         Campus View Apts                                                          10,400,000
     47                             1         Sunburst North Ft. Myers                                                  10,378,585
     48                             2         Celeron Square Apartments                                                 10,313,289
     49                             1         Scottsdale Renaissance                                                    10,167,785
     50                             1         Perimeter Center                                                          10,000,000
     51                             1         Warner View Corporate Center                                               9,989,540
     52                             1         The Atrium at Fairfield                                                    9,451,719
     53                             2         Hyperion Apartments                                                        9,300,000
     54                             1         Silver Dollar                                                              9,149,993
     55                             1         Greenbrier Plaza                                                           9,055,561
     56                             2         Campus Village                                                             8,990,019
     57                             1         Sorrento Research Facility                                                 8,790,161
     58                             2         Blackthorn Apartments                                                      8,700,000
     59                             2         Meridian Court South Apartments                                            8,400,000
     60                             1         Riggs Plaza Shopping Center                                                7,977,929
     61                             2         Jemison Flats                                                              7,958,821
     62                             2         Windsor Place Apartments                                                   7,800,000
     63                             2         Ridge View Apartments                                                      7,700,000
     64a                            1         222 Clematis Street                                                        4,500,000
     64b                            1         312 Clematis Street                                                        3,200,000
     65                             1         Comfort Suites Innsbrook                                                   7,589,201
     66                             2         Countryside Village Apartments                                             7,500,000
     67                             1         Holiday Inn Princeton                                                      7,470,158
     68                             2         Washington Townhomes Apartments                                            7,300,000
     69                             1         Margarita Promenade                                                        7,224,000
     70                             2         Indian Wells Apartments                                                    7,130,870
     71                             2         Peppertree Apartments                                                      7,035,048
     72                             1         Metro Business Park                                                        6,900,000
     73                             1         1221 Post Road East                                                        6,480,136
     74                             1         Chester Holiday Inn Express                                                6,390,906
     75                             1         Magnolia Apartments                                                        6,370,000
     76                             2         Mission Village                                                            6,272,871
     77                             1         Dublin Sawmill Center                                                      6,200,000
     78                             2         Pecos Point                                                                6,188,149


  #   MANAGEMENT COMPANY                                        ADDRESS
  -   ------------------                                        -------

  1   Related Urban Management Company, L.L.C.                  10 Columbus Circle
  2   RFR Realty, LLC                                           275 Madison Avenue
  3   Owner Managed                                             340 Mount Kemble Avenue
  4   CBL & Associates Management, Inc.                         4601 Eastgate Boulevard
  5   BECO Management, Inc.                                     4301-4473 Forbes Boulevard, 4601 Presidents Drive,
                                                                4611 Assembly Drive and 10101 Senate Drive
  6   BECO Management, Inc.                                     4501 Forbes Boulevard & 4359-4451 Nicole Drive
  7   BECO Management, Inc.                                     4451 Parliament Place
  8   Summit Team, Inc.                                         1300-1440 South Harbor Boulevard, 140-246 West Orangethorpe Avenue
                                                                and 1391-1401 Lemon Street
  9   Urbana Realty Advisors, LLC                               1420 Peachtree Street
 10   Interface Properties, Inc.                                34940 Emerald Coast Parkway
 11   NAI Brannen/Goddard, LLC                                  1300 Parkwood Circle
 12   Mid America Management Corporation                        9115 Knights Bridge Boulevard
 13   Americo Real Estate, Ltd.                                 1650 West Crosby Road
 14a  Americo Real Estate, Ltd.                                 1645 Wallace Road
 14b  Americo Real Estate, Ltd.                                 1400 Valwood Parkway
 14c  Americo Real Estate, Ltd.                                 1617 West Crosby Road
 15   Triple Net Properties Realty, Inc.                        400 South 4th Street
 16   Myan Management Group, LLC                                2200 North D'Andrea Parkway
 17   Cushman & Wakefield of California, Inc.                   5000 Shorline Court
 18a  Centurion Realty, LLC                                     71-77 Summer Street
 18b  Centurion Realty, LLC                                     184 High Street
 19   Owner Managed                                             2255 Center Terrace
 20   The Mid America Management Corporation                    2333-2353 Sycamore Road
 21   Centre Properties Management, Inc.                        723-789 US Highway 31 North
 22   Mid America Management Corporation                        3685 St. Thomas Boulevard
 23   Inland Southeast Property Management Corp.                2205-2275 Pleasant Hill Road
 24   Estates Management Company                                1420 Estate Avenue
 25   CNC Investments, Ltd., L.L.P.                             3700 Kingwood Drive
 26   MHC Operating Limited Partnership                         38801 Overseas Highway
 27   Gallagher & Miersch, Inc.                                 475 Redwood Street
 28   Coro Realty Advisors, LLC                                 3221 Peachtree Road
 29   Continental Realty, Ltd.                                  1149 North National Road
 30   West Valley Properties, Inc.                              3501 McHenry Avenue
 31   Wimmer Brothers Realty, Inc.                              2200 South Clubhouse Drive
 32   CNC Investments, Ltd., L.L.P.                             5055 Von Scheele Drive
 33   Orchard Management Services                               1010 - 1070 Commercial Street
 34   Scannell Properties                                       9500 Sergo Drive
 35   Management Associates Limited Partnership                 7905 and 7965 Lyles Lane
 36   Kaplan Management Co., Inc.                               12100 Highway 6 South
 37   Owner Managed                                             1326 Waldorf Boulevard
 38   Draper and Kramer, Incorporated                           3112 North Water Street
 39   CNC Investments, Ltd., L.L.P.                             7401 Alma Drive
 40   Dunton Commercial Real Estate Company                     8936, 8966, 8996 and 9046 West Bowles Avenue
 41   Owner Managed                                             720 Hoosick Road
 42   J. Volckmann & Associates, Inc.                           20813-20883 Stevens Creek Boulevard
 43   Safco Capital Corp.                                       1300 North Miller Street
 44   CNC Invetments, Ltd., L.L.P.                              3927 Arlington Square Drive
 45   Inland Southwest Management LLC                           1781 U.S. Highway 287 and 100, 110 and 120 West Debbie Lane
 46   Mills Properties. Inc.                                    301 Campus View Drive
 47   MHC Operating Limited Partnership                         7974 Samville Road
 48   Flagship Management Services, Inc.                        180 Hunting Lodge Road
 49   Triyar Management of AZ, Inc.                             4545 & 4513 North Scottsdale Road
 50   Owner Managed                                             8541, 8551, 8561 Anderson Drive
 51   Younan Properties Inc.                                    5959 Topanga Canyon Boulevard
 52   GHP Office Realty LLC                                     30 Two Bridges Road
 53   CNC Investments, Ltd., L.L.P.                             8525 Floyd Curl Drive
 54   MHC Operating Limited Partnership                         12609 Silver Dollar Drive
 55   Dolphin Partners, Inc.                                    12902 & 12912 Brookhurst Street
 56   Campus Village Management, LLC                            1151 East Michigan Avenue
 57   Pacific Management Services, Inc.                         3985 Sorrento Valley Boulevard
 58   CRF Management, Inc.                                      4231 Yanceyville Street
 59   Mid America Management Corporation                        7266 Lockwood Lane
 60   The Jaffe Group                                           2065-2101 University Boulevard
 61   Corporate Realty Management, Inc.                         1827 1st Avenue North
 62   Chatham Communities, Ltd.                                 5779 South Winds Drive
 63   MC Management, LLC                                        13225 North Fountain Hills Boulevard
 64a  Compass Realty Management                                 222 Clematis Street
 64b  Compass Realty Management                                 312 Clematis Street
 65   Shamin Hotels, Inc.                                       4051 Innslake Drive
 66   Environmental Community Development Company, Inc. (ECD)   15300 East Evans Avenue
 67   Shihasi Investment Corporation                            100 Independence Way
 68   Horizon Management Group                                  15646 Washington Avenue
 69   Owner Managed                                             40573 Margarita Road
 70   SkyWest Properties, Inc.                                  975 South Royal Palm Road
 71   CNC Investments, Ltd., L.L.P.                             2701 Longmire Drive
 72   Owner Managed                                             1300-1700 West 2200 South
 73   GHP Office Realty LLC                                     1221 Post Road East
 74   Shamin Hotels, Inc.                                       1911 West Hundred Road
 75   BPM Senior Living Company                                 8537 Magnolia Avenue
 76   BH Management Services, Inc.                              400 John Wesley Boulevard
 77   Plaza Properties, Inc.                                    6301-6393 Sawmill Road
 78   Horizon Investment and Management Corporation             1650 North Pecos Road


  #        CITY                          COUNTY                      STATE           ZIP CODE
  -        ----                          ------                      -----           --------

  1    New York                          New York                      NY              10019
  2    New York                          New York                      NY              10016
  3    Morris Township                   Morris                        NJ              07960
  4    Cincinnati                        Clermont                      OH              45425
  5    Lanham                            Prince Georges                MD              20706
  6    Lanham                            Prince Georges                MD              20706
  7    Lanham                            Prince Georges                MD              20706
  8    Fullerton                         Orange                        CA              92832
  9    Atlanta                           Fulton                        GA              30309
 10    Destin                            Okaloosa                      FL              32541
 11    Atlanta                           Cobb                          GA              30339
 12    Indianapolis                      Marion                        IN              46240
 13    Carrollton                        Dallas                        TX              75006
 14a   Carrollton                        Dallas                        TX              75006
 14b   Carrollton                        Dallas                        TX              75006
 14c   Carrollton                        Dallas                        TX              75006
 15    Las Vegas                         Clark                         NV              89101
 16    Sparks                            Washoe                        NV              89434
 17    South San Fransisco               San Mateo                     CA              94080
 18a   Boston                            Suffolk                       MA              02110
 18b   Boston                            Suffolk                       MA              02110
 19    Grand Island                      Erie                          NY              14072
 20    Dekalb                            Dekalb                        IL              60115
 21    Greenwood                         Johnson                       IN              46142
 22    Indianapolis                      Marion                        IN              46214
 23    Duluth                            Gwinnett                      GA              30096
 24    Charlotte                         Mecklenburg                   NC              28209
 25    Kingwood                          Harris                        TX              77339
 26    Marathon                          Monroe                        FL              33043
 27    Vallejo                           Solano                        CA              94590
 28    Atlanta                           Fulton                        GA              30305
 29    Columbus                          Bartholomew                   IN              47201
 30    Modesto                           Stanislaus                    CA              95356
 31    New Berlin                        Waukesha                      WI              53151
 32    San Antonio                       Bexar                         TX              78229
 33    San Jose                          Santa Clara                   CA              95112
 34    McCook                            Cook                          IL              60525
 35    Concord                           Cabarrus                      NC              28027
 36    Sugar Land                        Fort Bend                     TX              77478
 37    Madison                           Dane                          WI              53719
 38    Decatur                           Macon                         IL              62526
 39    Plano                             Collin                        TX              75025
 40    Littleton                         Jefferson                     CO              80123
 41    Troy                              Rensselaer                    NY              12180
 42    Cupertino                         Santa Clara                   CA              95014
 43    Wenatchee                         Chelan                        WA              98801
 44    Houston                           Harris                        TX              77034
 45    Mansfield                         Tarrant                       TX              76063
 46    Columbia                          Ingham                        MO              65201
 47    North Fort Myers                  Lee                           FL              33917
 48    Storrs                            Tolland                       CT              06268
 49    Scottsdale                        Maricopa                      AZ              85251
 50    Scottsdale                        Maricopa                      AZ              85255
 51    Woodland Hills                    Los Angeles                   CA              91367
 52    Fairfield                         Essex                         NJ              07004
 53    San Antonio                       Bexar                         TX              78240
 54    Odessa                            Hillsborough                  FL              33556
 55    Garden Grove                      Orange                        CA              92840
 56    East Lansing                      Ingham                        MI              48823
 57    San Diego                         San Diego                     CA              92121
 58    Greensboro                        Guilford                      NC              27405
 59    Indianapolis                      Marion                        IN              46217
 60    Langley Park                      Prince Georges                MD              20783
 61    Birmingham                        Jefferson                     AL              35203
 62    Mentor-On-The-Lake                Lake                          OH              44060
 63    Fountain Hills                    Maricopa                      AZ              85268
 64a   West Palm Beach                   Palm Beach                    FL              33401
 64b   West Palm Beach                   Palm Beach                    FL              33401
 65    Glen Allen                        Henrico                       VA              23060
 66    Aurora                            Arapahoe                      CO              80013
 67    Princeton                         Middlesex                     NJ              08540
 68    San Lorenzo                       Alameda                       CA              94580
 69    Temecula                          Riverside                     CA              92591
 70    Apache Junction                   Pinal                         AZ              85219
 71    College Station                   Brazos                        TX              77845
 72    West Valley                       Salt Lake                     UT              84119
 73    Westport                          Fairfield                     CT              06880
 74    Chester                           Chesterfield                  VA              23836
 75    Riverside                         Riverside                     CA              92504
 76    Bossier City                      Bossier                       LA              71112
 77    Dublin                            Franklin                      OH              43017
 78    Las Vegas                         Clark                         NV              89115








                                                                                                                     CUT-OFF DATE
                                  LOAN                                                                                 PRINCIPAL
      #           CROSSED         GROUP       PROPERTY NAME                                                           BALANCE (1)
      -           -------         -----       -------------                                                           -----------

      79                            1         Shaw Business Center                                                     $ 6,100,000
      80                            1         North Eastwood Shopping Center                                             6,086,813
      81                            2         Pacific Dunes                                                              6,025,000
      82                            1         Civista Health Building                                                    5,900,000
      83                            2         Oakwood Apartments                                                         5,713,115
      84                            2         Chateaux Fall Creek                                                        5,680,000
      85                            1         Emerald Coast Centre                                                       5,661,586
      86                            1         Business Park & Willow Creek                                               5,550,000
      87                            1         National Hwy 54 / Self Storage                                             5,250,000
      88                            2         Rugby McIntyre Apartments                                                  5,084,447
      89                            1         Apple Valley Estates MHP                                                   5,084,415
      90                            1         Carlsbad Courtyard                                                         5,000,000
      91                            1         Black Mountain Center                                                      4,974,701
      92                            2         Renaissance Gardens Apartments                                             4,966,641
      93                            1         Natividad Office Complex                                                   4,800,000
      94                            1         Floral Park Promenade                                                      4,743,657
      95                            2         Hunter's Run Apartments                                                    4,600,000
      96                            2         Canyon Pointe Apartments                                                   4,485,904
      97                            1         2150 Point Blvd                                                            4,455,136
      98                            2         Kimberly Court Apartments                                                  4,450,000
      99                            1         Holiday Inn Gainesville                                                    4,433,983
     100                            2         Mill Valley Apartments                                                     4,390,747
     101                            1         Kerrville Junction Shopping Center                                         4,287,762
     102                            2         Autry Portfolio - Sangre De Cristo                                         4,131,610
     103                            1         Walgreens - Rocky Mount, NC                                                4,095,596
     104                            1         Walgreens - Casper, WY                                                     4,080,773
     105                            1         Annapolis Technology Park-In Line                                          3,982,449
     106                            1         Walgreens - Greenville (Evans)                                             3,975,725
     107             C              1         127 West 96th St. Loan 1                                                   2,479,567
     108             C              1         127 West 96th St. Loan 2                                                   1,449,204
     109                            1         Wilshire Westgate Shopping Center                                          3,923,506
     110                            2         Venezia & Electric Avenue                                                  3,887,606
     111                            2         Shores at Lake Point                                                       3,800,000
     112                            1         Renaissance Park I                                                         3,650,000
     113                            1         Robin Hill MHR & RV                                                        3,600,000
     114                            1         Walgreens - Vernon, CT                                                     3,596,177
     115                            1         17001 Science Drive                                                        3,586,827
     116                            1         Larchmont Street Retail                                                    3,585,112
     117                            1         Colonial Court                                                             3,540,000
     118a                           2         25 Cervantes Boulevard                                                     1,456,693
     118b                           2         2395 Francisco Street                                                      1,204,724
     118c                           2         15 & 27 Alhambra                                                             838,583
     119                            1         West River Crossing                                                        3,500,000
     120                            2         Rochelle Place                                                             3,436,312
     121                            1         Walgreens - Apple Valley, CA                                               3,408,640
     122                            1         Timberstone Center                                                         3,390,013
     123                            1         Lake Brandon Shopping Center                                               3,387,363
     124                            1         CVS - Bessemer                                                             3,375,000
     125                            1         South Melrose Office                                                       3,300,000
     126                            1         Weinecke Court                                                             3,296,158
     127                            2         Autry Portfolio - Valley Apartments                                        3,235,785
     128                            1         Areis Building                                                             3,212,474
     129                            1         Yarmouth Crossing Retail Center                                            3,200,000
     130                            1         San Dimas Town Center                                                      3,200,000
     131                            2         Durrett Village II Apartments                                              3,200,000
     132                            1         16 Greenmeadow Drive                                                       3,187,489
     133                            1         Lakeside Center at Maryland Farms                                          3,181,384
     134                            1         Walgreens - Miami, OK                                                      3,124,763
     135                            1         Hunter's Retreat Professional Center                                       3,030,000
     136                            1         Renaissance Retail                                                         3,000,000
     137                            1         Shawnee Shopping Center                                                    2,996,956
     138                            2         Oak Park Apartments                                                        2,992,172
     139                            2         Concord Apartments                                                         2,990,622
     140                            1         Polaris Professional Center                                                2,945,873
     141                            1         6401-6407 Van Nuys Blvd.                                                   2,916,282
     142                            1         Gallery Park II Office                                                     3,000,000
     143                            1         La Guardia Self Storage                                                    2,894,234
     144                            1         Walgreens - Cable Road                                                     2,894,031
     145                            2         Crystal River                                                              2,831,903
     146                            1         Mountain Village                                                           2,744,972
     147                            1         Ft. Dodge Shopping Center                                                  2,715,000
     148                            2         Shaker Hall Apartments                                                     2,700,000
     149                            1         North Village Square                                                       2,682,958
     150                            1         Walgreens - Lubbock, TX                                                    2,657,088
     151                            1         Walgreens - Long Beach                                                     2,646,941
     152                            2         J Bar J Trailer Ranch                                                      2,570,078
     153                            1         611 8th Avenue                                                             2,490,646
     154                            1         Village Shoppes of Lighthouse Point                                        2,489,541
     155                            2         The Mill MHC                                                               2,450,000
     156                            2         Autry Portfolio - Mountain View III Apartments                             2,448,771
     157                            2         Broadway Terrace Apartments                                                2,397,395
     158                            1         North Canal Plaza                                                          2,367,381


  #   MANAGEMENT COMPANY                                        ADDRESS
  -   ------------------                                        -------

  79  Urban Properties, Inc.                                    212-214 Shaw Road
  80  Columbus Pacific Properties, Inc.                         8955 East 38th Street
  81  MHC Operating Limited Partnership                         1205 Silver Spur Place
  82  Civista Health, Inc.                                      3510 Old Washington Road
  83  CNC Investments, Ltd., L.L.P                              6351 Vega Drive
  84  Greystone Asset Management, L.P.                          15116 Mesa Drive
  85  Grimmer Realty Co., Inc.                                  14063 Emerald Coast Parkway
  86  Meissner Jacquet Investment Management Services           9775 Business Park Avenue & 10021 Willow Creek Road
  87  Halliday Management Company                               132 West 33rd Street
  88  Management Services Corporation                           611 Rugby Road
  89  Community Management Service, Inc.                        1650 East 181st Avenue
  90  Covey Commercial                                          2231 Rutherford Road
  91  Owner Managed                                             9474 Black Mountain Road
  92  DMJ Management, Inc.                                      2201 Ridgmar Boulevard
  93  Meritage Real Estate Development Group, Inc.              631 & 633 East Alvin Road
  94  Red Mountain West Properties, Inc.                        2705-2729 North Bristol Street
  95  Owner Managed                                             5801 Blacksmith Drive
  96  CNC Investments, Ltd., L.L.P.                             3621 North Black Canyon Freeway
  97  Pancor Construction & Development, L.L.C.                 2150 Point Boulevard
  98  Mid America Management Corporation                        4121 Kimberly Parkway North
  99  H.I. Development Corp.                                    1250 West University Avenue
 100  CNC Investments, Ltd., L.L.P.                             201 West Tarrant Road
 101  Gulf Coast Commercial Management, Inc.                    1304 Junction Highway
 102  Owner Managed                                             1801 Espinacitas Street
 103  Owner Managed                                             2624 Sunset Avenue
 104  Owner Managed                                             1071 CY Avenue
 105  MIE Properties, Inc.                                      2601-2641 Riva Road
 106  Owner Managed                                             103 Southeast Grenville Boulevard
 107  N/A                                                       127-131 West 96th Street
 108  N/A                                                       127-131 West 96th Street
 109  Thornton Oliver Keller Property Management, LLC           7500 and 7402 West Fairview Avenue
 110  Owner Managed                                             1004 Electric Avenue, 607 & 613 Venezia Avenue
 111  Owner Managed                                             299 Lake Pointe Drive
 112  Cape Fear Commercial, LLC                                 1111 Military Cutoff Road
 113  Diversified Investments - Cactus Gardens, LLC             149 Robin Hill Road
 114  Owner Managed                                             529 Talcottville Road
 115  MIE Properties, Inc.                                      17001 Science Drive
 116  Owner Managed                                             206-226 North Larchmont Boulevard
 117  Owner Managed                                             407-425 Main Street
 118a Hill & Company Property Management                        25 Cervantes Boulevard
 118b Hill & Company Property Management                        2395 Francisco Street
 118c Hill & Company Property Management                        15 & 27 Alhambra
 119  Inland Commercial Property Management, Inc.               2318 Essington Road
 120  Owner Managed                                             240 West Rochelle Road
 121  Owner Managed                                             20250 Highway 18
 122  WestValley Management Co.                                 7561 Sylvania Avenue
 123  Owner Managed                                             2022 Badlands Drive
 124  Owner Managed                                             2901 Morgan Road
 125  Meissner Jacquet Investment Management Services           440 South Melrose Drive
 126  Friedman Properties, Ltd.                                 670-692 Vernon Avenue
 127  Owner Managed                                             1812 Indian School Road Northwest
 128  Owner Managed                                             2358 Eastlake Avenue East
 129  Yarmouth Crossing Management, LLC                         2935 South Fish Hatchery Road
 130  Owner Managed                                             114-156 East Bonita Avenue
 131  Byers and Harvey, Inc.                                    200 State Line Road
 132  Obrecht Realty Services, Inc.                             16 Greenmeadow Drive
 133  Maryland Commons, L.L.C.                                  214 Ward Circle
 134  Owner Managed                                             910 North Main Street
 135  Quaker Custom Homes LLC                                   2500 Hunters Place
 136  Investcal Renaissance LLC                                 645 Front Street
 137  The Spectra Group, Inc.                                   4903 North Union Avenue
 138  Choice Properties, LLC                                    2009 Waveland Avenue
 139  Owner Managed                                             5807-5825 14th Street Northwest
 140  Ohio Equities, LLC                                        1120 Polaris Parkway
 141  Owner Managed                                             6401-6407 Van Nuys Boulevard
 142  RCMS, Inc.                                                4020 Wake Forest Road
 143  Sherron Associates, Inc.                                  1439 Avendia De Las Americas
 144  Owner Managed                                             701 North Cable Road
 145  MHC Operating Limited Partnership                         11419 West Fort Island Trail
 146  Owner Managed                                             1515 North Mountain Avenue
 147  The Spectra Group, Inc.                                   3003-3043 1st Avenue South
 148  Owner Managed                                             12700 Shaker Boulevard
 149  Capital Realty Advisors, Inc.                             3111 45th Street
 150  Owner Managed                                             5115 98th Street
 151  Owner Managed                                             3301 East Anaheim Street
 152  Owner Managed                                             2980 Northwest 79th Street
 153  Centurion Realty, LLC                                     611 8th Avenue
 154  Owner Managed                                             3907-3971 North Federal Highway
 155  Community Associates, Inc.                                6545 Highway 42
 156  Owner Managed                                             1333 Columbia Avenue Southeast
 157  Owner Managed                                             151 Broadway Drive
 158  Owner Managed                                             610 North Canal Boulevard



  #        CITY                          COUNTY                      STATE           ZIP CODE
  -        ----                          ------                      -----           --------

  79   South San Francisco               San Mateo                     CA              94080
  80   Indianapolis                      Marion                        IN              46226
  81   Oceano                            San Luis Obispo               CA              93445
  82   Waldorf                           Charles                       MD              20602
  83   Fort Worth                        Tarrant                       TX              76133
  84   Humble                            Harris                        TX              77396
  85   Destin                            Okaloosa                      FL              32541
  86   San Diego                         San Diego                     CA              92131
  87   National City                     San Diego                     CA              91950
  88   Charlottesville                   Albemarle                     VA              22903
  89   Hebron                            Lake                          IN              46341
  90   Carlsbad                          San Diego                     CA              92008
  91   San Diego                         San Diego                     CA              92126
  92   Fort Worth                        Tarrant                       TX              76116
  93   Salinas                           Monterey                      CA              93906
  94   Santa Ana                         Orange                        CA              92706
  95   Raleigh                           Wake                          NC              27606
  96   Phoenix                           Maricopa                      AZ              85015
  97   Elgin                             Kane                          IL              60123
  98   Columbus                          Franklin                      OH              43232
  99   Gainesville                       Alachua                       FL              32601
 100   Grand Prairie                     Dallas                        TX              75050
 101   Kerrville                         Kerr                          TX              78028
 102   Santa Fe                          Santa Fe                      NM              87505
 103   Rocky Mount                       Nash                          NC              27804
 104   Casper                            Natrona                       WY              82604
 105   Annapolis                         Anne Arundel                  MD              21401
 106   Greenville                        Pitt                          NC              27858
 107   New York                          New York                      NY              10025
 108   New York                          New York                      NY              10025
 109   Boise                             Ada                           ID              83704
 110   Venice                            Los Angeles                   CA              90291
 111   Middle Island                     Suffolk                       NY              11953
 112   Wilmington                        New Hanover                   NC              28405
 113   Lenhartsville                     Berks                         PA              19534
 114   Vernon                            Tolland                       CT              06066
 115   Bowie                             Prince George's               MD              20715
 116   Los Angeles                       Los Angeles                   CA              90004
 117   Chester                           Morris                        NJ              07930
 118a  San Francisco                     San Francisco                 CA              94123
 118b  San Francisco                     San Francisco                 CA              94123
 118c  San Francisco                     San Francisco                 CA              94123
 119   Joliet                            Will                          IL              60435
 120   Irving                            Dallas                        TX              75062
 121   Apple Valley                      San Bernardino                CA              92307
 122   Sylvania                          Lucas                         OH              43560
 123   Brandon                           Hillsborough                  FL              33511
 124   Bessemer                          Jefferson                     AL              35022
 125   Vista                             San Diego                     CA              92081
 126   Glencoe                           Cook                          IL              60022
 127   Albuquerque                       Bernalillo                    NM              87104
 128   Seattle                           King                          WA              98102
 129   Fitchburg                         Dane                          WI              53711
 130   San Dimas                         Los Angeles                   CA              91773
 131   Clarksville                       Montgomery                    TN              37042
 132   Timonium                          Baltimore                     MD              21093
 133   Brentwood                         Williamson                    TN              37027
 134   Miami                             Ottawa                        OK              74354
 135   Woodbridge                        Prince William                VA              22192
 136   San Diego                         San Diego                     CA              92101
 137   Shawnee                           Pottawatomie                  OK              74804
 138   Waveland                          Hancock                       MS              39576
 139   Washington                        District of Columbia          DC              20011
 140   Columbus                          Delaware                      OH              43240
 141   Van Nuys                          Los Angeles                   CA              91401
 142   Raleigh                           Wake                          NC              27607
 143   Santa Fe                          Santa Fe                      NM              87507
 144   Lima                              Allen                         OH              45805
 145   Crystal River                     Citrus                        FL              34429
 146   Ontario                           San Bernardino                CA              91762
 147   Fort Dodge                        Webster                       IA              50501
 148   Cleveland                         Cuyahoga                      OH              44120
 149   West Palm Beach                   Palm Beach                    FL              33407
 150   Lubbock                           Lubbock                       TX              79424
 151   Long Beach                        Los Angeles                   CA              90804
 152   Miami                             Miami-Dade                    FL              33147
 153   New York                          New York                      NY              10018
 154   Lighthouse Point                  Broward                       FL              33064
 155   Rex                               Clayton                       GA              30273
 156   Albuquerque                       Bernalillo                    NM              87106
 157   Clinton                           Hinds                         MS              39206
 158   Thibodaux                         Lafourche                     LA              70301







                                                                                                                     CUT-OFF DATE
                                  LOAN                                                                                 PRINCIPAL
      #           CROSSED         GROUP       PROPERTY NAME                                                           BALANCE (1)
      -           -------         -----       -------------                                                           -----------

     159                            1         Spring Plaza Retail Center                                               $ 2,342,055
     160                            1         Lakefront Professional Building                                            2,290,619
     161                            1         170-180 West Westfield Avenue                                              2,226,133
     162                            2         Greenfield Village Apartments                                              2,157,667
     163                            1         Lake Deer MHP                                                              2,091,718
     164                            1         Sunburst Florida Keys                                                      2,047,760
     165                            1         Silver Mill House                                                          2,042,763
     166                            1         Fed Ex Ground Package                                                      2,000,000
     167                            2         John's Creek Apartments                                                    1,994,088
     168                            1         Riverview MHP                                                              1,944,139
     169                            2         Parklee Apartments                                                         1,894,060
     170                            2         Autry Portfolio - Mountain View II Apartments                              1,887,491
     171                            1         Berry Hill Shopping Center                                                 1,838,401
     172                            2         Williamsville Village Apartments                                           1,800,000
     173                            1         Market Square Retail Center                                                1,796,775
     174                            1         Ronny's MHP & RV Park                                                      1,794,922
     175                            1         Kingstowne Shops                                                           1,794,735
     176                            1         Sundown Plaza                                                              1,793,617
     177                            1         Townwood Mobile Home Park                                                  1,790,001
     178                            1         Saddleview Office Park                                                     1,739,551
     179                            2         The Villa Apartments                                                       1,739,069
     180                            1         7250 West Cermak                                                           1,716,781
     181                            1         Dumar Plaza                                                                1,696,678
     182                            2         Noblesse Oblige Mobile Home Park                                           1,689,290
     183                            2         Colonial Court Apartments                                                  1,676,969
     184                            1         Mooresville Gateway Trade Court Shoppes                                    1,600,000
     185                            2         Queen Mary Apartments                                                      1,600,000
     186                            1         310 & 320 Ed Wright Lane                                                   1,594,415
     187                            2         Shangri-La MHP                                                             1,517,310
     188                            1         Hogan Retail Plaza Center                                                  1,500,000
     189                            2         Memorial Springs Apartments                                                1,497,226
     190                            1         Reseda Retail Property                                                     1,495,978
     191                            2         Willow Glen Mobile Home Park                                               1,493,770
     192                            1         Vancouver Mobile Retreat                                                   1,445,821
     193                            2         McKinley Woods Apartments                                                  1,437,977
     194                            1         Annapolis Technology Park-BB&T                                             1,433,564
     195                            2         Bamboo MHP                                                                 1,397,324
     196                            1         2nd Street Plaza                                                           1,397,083
     197                            2         Kenny Road Apartments                                                      1,395,775
     198                            1         Lakes IV Apartments                                                        1,357,372
     199                            2         Green River MHP                                                            1,354,844
     200                            1         33 Claroma Street                                                          1,351,216
     201                            2         Autry Portfolio - Dona Ana I Apts                                          1,341,134
     202                            2         Durrett Village I Apartments                                               1,300,000
     203                            2         Homestead Apartments                                                       1,291,595
     204                            1         South University Center                                                    1,278,750
     205                            1         Shadow Pines MHC                                                           1,246,495
     206                            1         McDonald Avenue                                                            1,213,695
     207                            2         Autry Portfolio - Santa Fe Apartments                                      1,192,031
     208                            1         101 Jupiter Drive East                                                     1,146,629
     209                            2         Holiday Meadows Apartments                                                 1,096,632
     210                            2         South Point Oaks Apartments                                                1,094,097
     211                            2         Autry Portfolio - Dona Ana II Apartments                                   1,092,704
     212                            1         Dollar Tree Plaza                                                          1,050,000
     213                            2         Meridian Apartments                                                        1,028,167
     214                            1         Dyer Blvd Warehouse                                                          994,661
     215                            1         West Little York Mini Storage                                                991,197
     216                            2         Hillcrest Apartment Community                                                978,448
     217                            1         14-16 E. 17th St.                                                            950,925
     218                            1         Village Tower Office Building                                                945,273
     219                            1         Western Sands                                                                922,556
     220                            2         Amber Point Apartments                                                       799,314
     221                            2         Minerva MHP                                                                  798,618
     222                            2         1803 19th St                                                                 798,461
     223                            1         421 West 57th Street                                                         732,094
     224                            1         Tri-County Self Storage                                                      708,649
     225                            1         Berry Street Shopping Center                                                 646,753
     226                            1         3810 Greystone Avenue                                                        520,110
     227                            1         31-33 Mercer Street                                                          440,119
     228                            2         482 E. 9th Street Brooklyn                                                   413,262




  #   MANAGEMENT COMPANY                                        ADDRESS
  -   ------------------                                        -------

 159  Owner Managed                                             5900 East Spring Street
 160  Abadie Properties, Inc.                                   6305-07 Elysian Fields Avenue
 161  Owner Managed                                             170-180 West Westfield Avenue
 162  Owner Managed                                             4923 Albion Street
 163  Owner Managed                                             3301 Avenue G Northwest
 164  MHC Operating Limited Partnership                         311 Johnson Road
 165  Schott Consulting                                         1355 Lowell Avenue
 166  Owner Managed                                             330 Leggett Drive
 167  Owner Managed                                             25 1/2 Bainbridge Avenue
 168  Owner Managed                                             5410 US Highway 1
 169  Owner Managed                                             1630 Park Road, Northwest
 170  Owner Managed                                             1515 Columbia Avenue Southeast
 171  CB Richard Ellis Memphis LLC                              1890 Berryhill Road
 172  Owner Managed                                             211-257 South Union Road
 173  Owner Managed                                             566 FM 1960 West
 174  Owner Managed                                             5545 South Kanner Highway
 175  Owner Managed                                             11745 Jefferson Avenue
 176  MPB Realty Services, Inc.                                 10636 North 71st Way
 177  Manufactured Housing Enterprises Inc.                     1662 Crenshaw Court
 178  P.M.A. Inc.                                               2200 Park Avenue
 179  Associated Management, Ltd.                               314 Calion Street
 180  AEG Real Estate Advisors, LLC                             7250 West Cermak Road
 181  Owner Managed                                             2885-2925 South Federal Highway
 182  Sampson Enterprises                                       3426 North Romero Road
 183  Owner Managed                                             1401 Maryland Avenue
 184  Merrifield Partners, LLC                                  123-125 Trade Court
 185  Morris Management, LLC                                    100 Palace Court
 186  Owner Managed                                             310 and 320 Ed Wright Lane
 187  N/A                                                       3526 North Cascade Avenue
 188  Kirsten E. Larson                                         1835-1975 Northeast Division Street
 189  Owner Managed                                             6815 Shavelson Street
 190  Owner Managed                                             5577-5585 Reseda Boulevard
 191  Owner Managed                                             977 Willow Glen Drive
 192  Owner Managed                                             14117 Northeast 10th Avenue
 193  Owner Managed                                             399 Pin Oak Circle
 194  MIE Properties, Inc.                                      2623 Riva Road
 195  Owner Managed                                             2430 Charles Road
 196  Owner Managed                                             5237-5247 East 2nd Street and 201-203 Covina Avenue
 197  Owner Managed                                             1809-1857 Kenny Road
 198  Woodruff Property Management Company                      4343 Warm Springs Road
 199  Owner managed                                             5605 Branding Iron Drive
 200  N/A                                                       33 Claroma Street
 201  Owner Managed                                             1900 North Solano Drive
 202  Byers and Harvey, Inc.                                    160 State Line Road
 203  Owner Managed                                             811 East Armour Boulevard
 204  GRACO Real Estate Development, Inc.                       8211 University Avenue
 205  Owner Managed                                             8808 224th Street
 206  Owner Managed                                             1674-1686 McDonald Avenue
 207  Owner Managed                                             255 Camino Alire
 208  N/A                                                       101 Jupiter Drive
 209  Owner Managed                                             121 Holiday Lane
 210  Drought Properties Inc.                                   4235 Northwest Loop 410
 211  Owner Managed                                             1900 North Solano Drive
 212  Owner Managed                                             6919 Calhoun Memorial Highway
 213  Owner Managed                                             1165 & 1185 Meridian Street
 214  Owner managed                                             4910 Dyer Boulevard
 215  McCartney Properties, Inc.                                8150 West Little York Road
 216  Moore Company Rentals                                     1727-51 St. Mathews Road & 1306-62 Marshall Street
 217  N/A                                                       14-16 East 17th Street
 218  Owner Managed                                             2503-2509 Robinhood Street
 219  Owner Managed                                             72 North Turnpike Road
 220  Southeastern LIHTC Management, Inc.                       2113 - 19 Ringgold Court
 221  Owner Managed                                             2800 US Highway 17/92
 222  Owner Managed                                             1803 19th Street Northwest
 223  N/A                                                       421 West 57th Street
 224  Owner Managed                                             2228 Friendswood Road
 225  Jennifer Pierson and Randy Fleisher                       2809-2821 West Berry Street
 226  N/A                                                       3810 Greystone Avenue
 227  N/A                                                       31-33 Mercer Street
 228  N/A                                                       478-482 East 9th Street



  #        CITY                          COUNTY                      STATE           ZIP CODE
  -        ----                          ------                      -----           --------

 159   Long Beach                        Los Angeles                   CA              90815
 160   New Orleans                       Orleans                       LA              70122
 161   Roselle Park                      Union                         NJ              07204
 162   Boise                             Ada                           ID              83705
 163   Winter Haven                      Polk                          FL              33881
 164   Sugarloaf Key                     Monroe                        FL              33042
 165   Park City                         Summit                        UT              84060
 166   Richland                          Rankin                        MS              39218
 167   Hampton                           Hampton City                  VA              23662
 168   Melbourne                         Brevard                       FL              32940
 169   Washington                        District of Columbia          DC              20011
 170   Albuquerque                       Bernalillo                    NM              87106
 171   Cordova                           Shelby                        TN              38016
 172   Amherst                           Erie                          NY              14221
 173   Houston                           Harris                        TX              77090
 174   Stuart                            Martin                        FL              34997
 175   Newport News                      Newport News CIty             VA              23606
 176   Scottsdale                        Maricopa                      AZ              85254
 177   Charlottesville                   Albemarle                     VA              22901
 178   Park City                         Summit                        UT              84060
 179   Jonesboro                         Craighead                     AR              72401
 180   North Riverside                   Cook                          IL              60546
 181   Delray Beach                      Palm Beach                    FL              33483
 182   Tuscon                            Pima                          AZ              85705
 183   Wilmington                        New Castle                    DE              19805
 184   Mooresville                       Iredell                       NC              28117
 185   North Syracuse                    Onondaga                      NY              13212
 186   Newport News                      Newport News City             VA              23606
 187   Colorado Springs                  El Paso                       CO              80907
 188   Gresham                           Multnomah                     OR              97030
 189   Houston                           Harris                        TX              77055
 190   Tarzana                           Los Angeles                   CA              91356
 191   Fenton                            Jefferson                     MO              63026
 192   Vancouver                         Clark                         WA              98685
 193   Mishawaka                         St. Joseph                    IN              46545
 194   Annapolis                         Anne Arundel                  MD              21401
 195   Pembroke Park                     Broward                       FL              33009
 196   Long Beach                        Los Angeles                   CA              90803
 197   Columbus                          Franklin                      OH              43212
 198   Columbus                          Muscogee                      GA              31909
 199   Dickinson                         Galveston                     TX              77539
 200   St. Joseph Townhship              Stearns                       MN              56301
 201   Las Cruces                        Dona Ana                      NM              88001
 202   Clarksville                       Montgomery                    TN              37042
 203   Kansas City                       Jackson                       MO              64109
 204   Lubbock                           Lubbock                       TX              79423
 205   Graham                            Pierce                        WA              98338
 206   Brooklyn                          Kings                         NY              11230
 207   Santa Fe                          Santa Fe                      NM              87501
 208   East Grand Forks                  Polk                          MN              15301
 209   Hamburg                           Erie                          NY              14075
 210   San Antonio                       Bexar                         TX              78229
 211   Las Cruces                        Dona Ana                      NM              88001
 212   Easley                            Pickens                       SC              29640
 213   Hollister                         San Benito                    CA              95023
 214   West Palm Beach                   Palm Beach                    FL              33407
 215   Houston                           Harris                        TX              77040
 216   Orangeburg                        Orangeburg                    SC              29116
 217   New York                          New York                      NY              10003
 218   Houston                           Harris                        TX              77005
 219   Wallingford                       New Haven                     CT              06492
 220   Clarksville                       Montgomery                    TN              37042
 221   Haines City                       Polk                          FL              33844
 222   Washington                        District of Columbia          DC              20009
 223   New York                          New York                      NY              10019
 224   Alvin                             Brazoria                      TX              77511
 225   Fort Worth                        Tarrant                       TX              76109
 226   Bronx                             Kings                         NY              10463
 227   New York                          New York                      NY              10013
 228   Brooklyn                          Kings                         NY              11218



----------

(A)  The underlying mortgage loans secured by BECO Park at Forbes Center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     BRIT III are cross-defaulted and cross-collateralized.

(B)  The underlying mortgage loans secured by Valwood Building 37 and Valwood
     Industrial Portfolio are cross-defaulted and cross-collateralized.

(C)  The underlying mortgage loans secured by 127 West 96th St. Loan 1 and 127
     West 96th. St. Loan 2 are cross-defaulted.

(1)  Based on a Cut-off date in December 2004.






                                  DESCRIPTIONS OF THE MORTGAGED REAL PROPERTIES



                                                                                            CUT-OFF DATE
                       LOAN                                                                   PRINCIPAL
   #      CROSSED     GROUP    PROPERTY NAME                                                 BALANCE (1)    PROPERTY TYPE
   -      -------     -----    -------------                                                 -----------    -------------

   1                    1      Time Warner Retail                                          $  320,000,000     Retail
   2                    1      275 Madison Avenue                                              71,000,000     Office
   3                    1      AT&T Consumer Services Headquarters                             58,000,000     Office
   4                    1      Eastgate Mall                                                   53,700,000     Retail
   5         A          1      BECO Park at Forbes Center  - BRIT I                            30,947,673     Office
   6         A          1      BECO Park at Forbes Center - BRIT III                           17,228,601     Office
   7         A          1      BECO Park at Forbes Center - BRIT II                             3,669,054     Office
   8                    1      Orangefair Marketplace Shopping Center                          35,925,742     Retail
   9                    1      Pershing Park Plaza                                             29,500,000     Office
  10                    1      Shoppes of Paradise Isle Shopping Center                        28,000,000     Retail
  11                    1      1300 Parkwood Office Building                                   27,500,000     Office
  12                    2      River Road Apartments                                           26,500,000     Multifamily
  13         B          1      Valwood Building 37                                              7,040,000     Industrial
  14a        B          1      Valwood Building 45                                              7,560,000     Industrial
  14b        B          1      Valwood Building 33                                              6,200,000     Industrial
  14c        B          1      Valwood Building 30                                              3,800,000     Industrial
  15                    1      City Centre Place                                               21,500,000     Office
  16                    2      Villas at D'Andrea                                              19,178,905     Multifamily
  17                    1      5000 Shoreline Court                                            19,150,000     Office
  18a                   1      71-77 Summer Street                                              9,579,832     Office
  18b                   1      184 High Street                                                  9,420,168     Office
  19                    2      Town Hall Terrace                                               19,000,000     Multifamily
  20                    1      Dekalb County Shopping Center                                   17,980,112     Retail
  21                    1      Greendale Centre Shopping Center                                17,350,000     Retail
  22                    1      Spinnaker Court Apartments                                      17,250,000     Multifamily
  23                    1      Pleasant Hill Square                                            17,120,000     Retail
  24                    2      Estates at Charlotte - 1420 Magnolia                            17,000,000     Multifamily
  25                    2      Kingwood Lakes Apartments                                       16,980,318     Multifamily
  26                    1      Sunshine Key                                                    16,521,828     Multifamily
  27                    1      Vallejo Plaza                                                   16,181,830     Retail
  28                    1      Buckhead Pavilion                                               15,449,008     Retail
  29                    1      Clifty Crossing                                                 15,334,034     Retail
  30                    1      Promenade Shopping Center                                       15,000,000     Retail
  31                    2      Sanctuary of Woodshire                                          15,000,000     Multifamily
  32                    2      Medical Center Apartments                                       14,993,070     Multifamily
  33                    1      Commercial Street Business Center                               14,929,177     Industrial
  34                    1      FedEx - Midway                                                  14,480,000     Industrial
  35                    1      Market Place at Concord Mills                                   14,298,026     Retail
  36                    2      Parkside Apartments                                             14,120,000     Multifamily
  37                    2      Midtown Terrace Apartments                                      13,750,000     Multifamily
  38                    1      Brettwood Village                                               12,451,872     Retail
  39                    2      Cross Creek Apartments                                          12,018,954     Multifamily
  40                    1      Bowles Avenue Marketplace                                       11,965,918     Retail
  41                    1      Brunswick Plaza West                                            11,925,000     Retail
  42                    1      Stevens Creek Office Center                                     11,556,000     Office
  43                    1      Valley North Center                                             11,525,000     Retail
  44                    2      Commons on Edgebrook Apartments                                 11,364,289     Multifamily
  45                    1      Mansfield Towne Crossing                                        10,982,300     Retail
  46                    2      Campus View Apts                                                10,400,000     Multifamily
  47                    1      Sunburst North Ft. Myers                                        10,378,585     Multifamily
  48                    2      Celeron Square Apartments                                       10,313,289     Multifamily
  49                    1      Scottsdale Renaissance                                          10,167,785     Retail
  50                    1      Perimeter Center                                                10,000,000     Industrial
  51                    1      Warner View Corporate Center                                     9,989,540     Office
  52                    1      The Atrium at Fairfield                                          9,451,719     Office
  53                    2      Hyperion Apartments                                              9,300,000     Multifamily
  54                    1      Silver Dollar                                                    9,149,993     Multifamily
  55                    1      Greenbrier Plaza                                                 9,055,561     Office
  56                    2      Campus Village                                                   8,990,019     Multifamily
  57                    1      Sorrento Research Facility                                       8,790,161     Industrial
  58                    2      Blackthorn Apartments                                            8,700,000     Multifamily
  59                    2      Meridian Court South Apartments                                  8,400,000     Multifamily
  60                    1      Riggs Plaza Shopping Center                                      7,977,929     Retail
  61                    2      Jemison Flats                                                    7,958,821     Multifamily
  62                    2      Windsor Place Apartments                                         7,800,000     Multifamily
  63                    2      Ridge View Apartments                                            7,700,000     Multifamily
  64a                   1      222 Clematis Street                                              4,500,000     Office
  64b                   1      312 Clematis Street                                              3,200,000     Office
  65                    1      Comfort Suites Innsbrook                                         7,589,201     Hotel
  66                    2      Countryside Village Apartments                                   7,500,000     Multifamily
  67                    1      Holiday Inn Princeton                                            7,470,158     Hotel
  68                    2      Washington Townhomes Apartments                                  7,300,000     Multifamily
  69                    1      Margarita Promenade                                              7,224,000     Retail
  70                    2      Indian Wells Apartments                                          7,130,870     Multifamily
  71                    2      Peppertree Apartments                                            7,035,048     Multifamily
  72                    1      Metro Business Park                                              6,900,000     Industrial
  73                    1      1221 Post Road East                                              6,480,136     Office
  74                    1      Chester Holiday Inn Express                                      6,390,906     Hotel
  75                    1      Magnolia Apartments                                              6,370,000     Multifamily
  76                    2      Mission Village                                                  6,272,871     Multifamily
  77                    1      Dublin Sawmill Center                                            6,200,000     Retail
  78                    2      Pecos Point                                                      6,188,149     Multifamily
  79                    1      Shaw Business Center                                             6,100,000     Industrial
  80                    1      North Eastwood Shopping Center                                   6,086,813     Retail
  81                    2      Pacific Dunes                                                    6,025,000     Multifamily
  82                    1      Civista Health Building                                          5,900,000     Office
  83                    2      Oakwood Apartments                                               5,713,115     Multifamily
  84                    2      Chateaux Fall Creek                                              5,680,000     Multifamily
  85                    1      Emerald Coast Centre                                             5,661,586     Retail
  86                    1      Business Park & Willow Creek                                     5,550,000     Office
  87                    1      National Hwy 54 / Self Storage                                   5,250,000     Self Storage
  88                    2      Rugby McIntyre Apartments                                        5,084,447     Multifamily
  89                    1      Apple Valley Estates MHP                                         5,084,415     Multifamily
  90                    1      Carlsbad Courtyard                                               5,000,000     Office
  91                    1      Black Mountain Center                                            4,974,701     Retail
  92                    2      Renaissance Gardens Apartments                                   4,966,641     Multifamily



                                       UNITS/
              PROPERTY                 SQ.FT            FEE/                         YEAR         OCCUPANCY          DATE OF
   #          SUB-TYPE                 ROOMS          LEASEHOLD      YEAR BUILT    RENOVATED     RATE AT U/W      OCCUPANCY RATE
   -          --------                 -----          ---------      ----------    ---------     -----------      --------------

   1          Anchored                343,161            Fee            2004          N/A            95%            10/21/2004
   2             CBD                  305,849            Fee            1931         2004            95%            8/16/2004
   3          Suburban                387,000            Fee            1979         2004           100%             8/1/2004
   4          Anchored                557,191(3)    Fee/Leasehold       1980         2003            96%            11/15/2004
   5          Suburban                350,180            Fee            1983         1986            92%            8/31/2004
   6          Suburban                195,819            Fee            1984          N/A            91%            8/27/2004
   7          Suburban                 56,607            Fee            1989          N/A            72%             8/9/2004
   8          Anchored                332,806(4)         Fee            1958         2004            93%            11/8/2004
   9             CBD                  159,103            Fee            1998          N/A           100%             7/1/2004
  10          Anchored                172,350            Fee            2004          N/A            84%            11/1/2004
  11          Suburban                210,733            Fee            1989          N/A            90%             7/1/2004
  12        Conventional                  732            Fee            1987          N/A            93%             9/2/2004
  13             N/A                   98,965            Fee            1998          N/A           100%             8/1/2004
  14a            N/A                  100,490            Fee            2001          N/A            82%             8/1/2004
  14b            N/A                   99,656            Fee            2001          N/A           100%             8/1/2004
  14c            N/A                   54,000            Fee            2001          N/A           100%             8/1/2004
  15          Suburban                103,199            Fee            2002          N/A           100%            9/15/2004
  16        Conventional                  256            Fee            2002          N/A            95%            10/15/2004
  17          Suburban                138,399            Fee            2000          N/A           100%             9/1/2004
  18a            CBD                   59,710            Fee            1905         1984            86%             9/1/2004
  18b            CBD                   50,044            Fee            1872         1979           100%             9/1/2004
  19        Conventional                  390            Fee            1965         2004            99%             9/1/2004
  20          Anchored                155,648       Fee/Leasehold       2000         2004            96%            9/30/2004
  21          Anchored                102,935            Fee            2000         2002            94%             8/3/2004
  22        Conventional                  534            Fee            1988          N/A            89%             9/2/2004
  23          Anchored                282,137            Fee            1997          N/A            99%            10/22/2004
  24        Conventional                  204            Fee            2000          N/A            96%            9/10/2004
  25        Conventional                  390            Fee            1980         2003            91%            10/14/2004
  26    Manufactured Housing              409            Fee            1970          N/A           100%            9/20/2004
  27          Anchored                239,705            Fee            1961         2003            99%            10/1/2004
  28          Anchored                 99,989            Fee            1993          N/A           100%            8/11/2004
  29          Anchored                177,050(5)         Fee            1989         2004            89%            10/7/2004
  30          Anchored                118,485            Fee            1988          N/A            99%            8/31/2004
  31        Conventional                  182            Fee            1997          N/A            99%            7/31/2004
  32        Conventional                  276            Fee            1996          N/A            92%            9/20/2004
  33             N/A                  337,585            Fee            1986         1996            97%            9/30/2004
  34             N/A                  156,554            Fee            2004          N/A           100%            10/27/2003
  35          Anchored                224,160(6)         Fee            2001          N/A           100%             7/1/2004
  36        Conventional                  240            Fee            1998          N/A            90%            8/23/2004
  37        Conventional                  186            Fee            2002         2004            89%            11/1/2004
  38          Anchored                186,335       Fee/Leasehold       1962         2002            98%             9/1/2004
  39        Conventional                  290            Fee            1984         2003            90%             9/8/2004
  40          Anchored                168,354            Fee            1984         2003            95%            8/12/2004
  41          Anchored                115,348       Fee/Leasehold       1996          N/A            98%            11/1/2004
  42          Suburban                107,679            Fee            1973         1985           100%            9/20/2004
  43          Anchored                277,241(7)    Fee/Leasehold       1964         2003            99%             9/8/2004
  44        Conventional                  444             Fee            1968         1999           87%             8/23/2004
  45          Anchored                112,078(8)         Fee            2003          N/A            92%             9/7/2004
  46        Conventional                  172            Fee            1990         2002            94%            10/26/2004
  47    Manufactured Housing              733            Fee            1979          N/A            54%            9/20/2004
  48        Conventional                  159       Fee/Leasehold       1987          N/A           100%            9/28/2004
  49          Anchored                 38,537            Fee            2002          N/A            87%             8/1/2004
  50             N/A                   84,031            Fee            2003          N/A           100%             9/1/2004
  51          Suburban                 61,355            Fee            1981         2000           100%            10/1/2004
  52          Suburban                 91,151            Fee            1986          N/A            93%             5/1/2004
  53        Conventional                  243            Fee            1985          N/A            94%            8/20/2004
  54    Manufactured Housing              382            Fee            1978          N/A            95%            9/20/2004
  55          Suburban                101,536            Fee            1983          N/A            93%            8/31/2004
  56        Conventional                   60            Fee            2004          N/A            95%            8/19/2004
  57             N/A                   58,908            Fee            1977         2003           100%             9/1/2004
  58        Conventional                  192            Fee            2002          N/A            87%             8/4/2004
  59        Conventional                  290            Fee            1987          N/A            84%             9/2/2004
  60         Unanchored                76,282            Fee            1950         2003           100%             9/1/2004
  61        Conventional                   59            Fee            1900         2003            95%            7/23/2004
  62        Conventional                  156            Fee            1992          N/A            94%            8/18/2004
  63        Conventional                  147            Fee            1998         2002            90%            10/25/2004
  64a         Suburban                 32,281            Fee            1925         1998            93%            9/24/2004
  64b         Suburban                 23,708            Fee            1920         1998            85%            9/24/2004
  65       Limited Service                125            Fee            1998          N/A            N/A               N/A
  66        Conventional                  304            Fee            1980         2002            91%            9/25/2004
  67        Full Service                  182            Fee            1987         2001            N/A               N/A
  68        Conventional                   73            Fee            1963         2004            93%            9/28/2004
  69         Unanchored                43,074            Fee            2004          N/A            97%            10/1/2004
  70        Conventional                  176            Fee            2002          N/A            91%             8/1/2004
  71        Conventional                  208            Fee            1978         2004            92%            9/22/2004
  72             N/A                  176,950            Fee            1983         2001            95%            7/30/2004
  73          Suburban                 35,270            Fee            1982         1997            85%            6/30/2004
  74       Limited Service                 95            Fee            1996          N/A            N/A               N/A
  75        Conventional                   98            Fee            1985          N/A            96%            8/19/2004
  76        Conventional                  200            Fee            1972         2002            95%            10/25/2004
  77         Unanchored                72,924            Fee            1986         1999            98%             8/1/2004
  78        Conventional                  160            Fee            1996          N/A            97%            9/11/2004
  79             N/A                  255,241            Fee            1950          N/A            93%            10/1/2004
  80          Anchored                168,506            Fee            1962         2002            86%             8/1/2004
  81    Manufactured Housing              213            Fee            1991          N/A            62%            9/20/2004
  82          Suburban                 42,637            Fee            1999          N/A            91%            11/11/2004
  83        Conventional                  216            Fee            1983         1995            87%            9/20/2004
  84        Conventional                  115            Fee            2003          N/A            92%            11/9/2004
  85          Anchored                 63,260            Fee            1991          N/A           100%            10/6/2004
  86          Suburban                 73,481            Fee            1980         1985           100%            9/24/2004
  87             N/A                   58,748            Fee            2004          N/A            86%            9/13/2004
  88        Conventional                   76            Fee            1961         2003           100%            10/15/2004
  89    Manufactured Housing              236            Fee            1974          N/A            97%            6/17/2004
  90          Suburban                 39,477            Fee            1987          N/A            79%            8/23/2004
  91         Unanchored                40,115            Fee            1979          N/A           100%            10/1/2004
  92        Conventional                  160            Fee            1958         2002            89%            10/12/2004


                                MOST RECENT          MOST              MOST           MOST
                            OPERATING STATEMENT     RECENT            RECENT         RECENT
   #     APPRAISED VALUE           DATE            REVENUE           EXPENSES          NOI              U/W NOI         U/W NCF (2)
   -     ---------------           ----            -------           --------          ---              -------         -----------

   1     $   455,000,000            N/A                 N/A               N/A              N/A      $  27,541,982     $  26,775,277
   2          97,000,000         7/31/2004    $   9,117,153      $  4,872,872    $   4,244,281          6,653,066         6,147,335
   3          77,000,000        12/31/2003        5,243,850             2,053        5,241,797          5,067,235         4,660,884
   4          85,000,000         9/30/2004       10,106,710         3,645,454        6,461,257          6,952,611         6,732,159
   5          38,800,000         7/31/2004        4,959,972         1,719,748        3,240,224          3,230,525         2,890,166
   6          21,600,000         7/31/2004        2,347,704           612,688        1,735,016          1,669,767         1,495,039
   7           6,300,000        12/31/2003          735,729           186,189          549,540            366,289           328,831
   8          40,500,000         9/30/2004        4,073,938           824,953        3,248,985          3,222,447         3,029,155
   9          42,000,000            N/A                 N/A               N/A              N/A          2,664,984         2,592,081
  10          35,000,000            N/A                 N/A               N/A              N/A          2,710,937         2,589,744
  11          40,000,000         5/31/2004        3,889,379         1,480,877        2,408,502          2,468,005         2,321,534
  12          34,000,000         8/31/2004        4,457,703         2,245,508        2,212,196          2,409,499         2,211,589
  13           8,800,000         7/31/2004              N/A               N/A              N/A            686,424           665,690
  14a          9,500,000            N/A                 N/A               N/A              N/A            664,110           613,895
  14b          7,800,000            N/A                 N/A               N/A              N/A            615,275           573,389
  14c          4,800,000            N/A                 N/A               N/A              N/A            391,681           373,022
  15          29,000,000         9/30/2004        2,184,034           976,933        1,207,101          2,030,900         1,938,496
  16          24,500,000         9/30/2004        3,061,250         1,121,877        1,939,373          1,645,274         1,594,074
  17          28,500,000         7/31/2004        2,556,149         1,287,372        1,268,777          1,914,181         1,685,266
  18a         12,000,000         3/31/2004        1,859,660           729,590        1,130,070          1,019,953           938,344
  18b         11,800,000         3/31/2004        1,514,642           668,017          846,625            935,239           831,556
  19          25,730,000         8/31/2004        3,318,332         1,810,149        1,508,184          1,800,705         1,693,205
  20          22,525,000        12/31/2003        1,841,745           286,778        1,554,967          1,691,150         1,558,547
  21          21,700,000         4/30/2004        1,664,717           175,491        1,489,226          1,679,491         1,596,935
  22          22,200,000         8/31/2004        3,257,086         1,675,641        1,581,445          1,642,813         1,495,963
  23          39,600,000        10/31/2004        3,883,673           762,327        3,121,346          2,931,468         2,733,748
  24          21,610,000         8/31/2004        2,043,310           718,157        1,325,153          1,493,090         1,442,090
  25          22,450,000         8/31/2004        2,717,294         1,380,747        1,336,547          1,580,287         1,482,787
  26          20,700,000         8/31/2004        3,429,109         1,959,769        1,469,340          1,537,963         1,509,590
  27          22,700,000         5/31/2004        2,707,664         1,079,144        1,628,520          1,583,104         1,470,397
  28          25,800,000         7/31/2004        2,205,581           430,040        1,775,541          1,704,953         1,639,693
  29          17,700,000            N/A                 N/A               N/A              N/A          1,433,456         1,306,007
  30          20,500,000         8/31/2004        2,065,072           399,108        1,665,964          1,513,988         1,399,959
  31          20,650,000         9/30/2004        2,434,201         1,038,329        1,395,872          1,357,557         1,312,057
  32          18,800,000         8/31/2004        2,249,422           988,521        1,260,901          1,261,356         1,206,156
  33          27,900,000         8/31/2004        3,348,672           639,549        2,709,123          1,701,206         1,527,505
  34          20,125,000            N/A                 N/A               N/A              N/A          1,430,616         1,414,961
  35          19,410,000        11/30/2003        2,280,402           401,678        1,878,724          1,596,085         1,449,622
  36          18,075,000         7/31/2004        2,230,592         1,100,514        1,130,078          1,245,904         1,185,904
  37          17,800,000            N/A                 N/A               N/A              N/A          1,172,373         1,135,173
  38          15,700,000         4/30/2004        1,913,766           797,724        1,116,042          1,271,212         1,182,104
  39          15,350,000         8/30/2004        2,164,140         1,318,150          845,990          1,187,234         1,114,734
  40          18,800,000         4/30/2004        1,942,681           637,582        1,305,099          1,665,500         1,508,982
  41          15,100,000         7/31/2004        1,479,709           311,871        1,167,838          1,136,136         1,089,609
  42          15,760,000         8/31/2004        1,899,700         1,099,480          800,220          1,324,222         1,051,468
  43          15,000,000         7/31/2004        1,676,710           814,508          862,201          1,116,822           944,220
  44          16,775,000         7/31/2004        2,169,681         1,137,813        1,031,868          1,339,376         1,228,376
  45          19,150,000            N/A                 N/A               N/A              N/A          1,306,177         1,244,333
  46          16,400,000        10/31/2004        1,748,663         1,176,927          571,736          1,016,776           956,576
  47          13,160,000         8/31/2004        1,854,449           924,553          929,896            983,992           944,945
  48          14,300,000         9/30/2004        1,822,942           861,635          961,307          1,094,208         1,046,208
  49          15,700,000            N/A                 N/A               N/A              N/A          1,131,725         1,055,922
  50          12,700,000         8/31/2004        1,174,912           263,338          911,574          1,006,247           959,654
  51          12,500,000         8/31/2004        1,219,834           539,937          679,897          1,000,147           883,267
  52          12,000,000         5/31/2004        1,607,586           729,103          878,483            983,765           859,075
  53          11,800,000            N/A                 N/A               N/A              N/A            961,962           901,212
  54          11,460,000         8/31/2004        1,869,657         1,089,480          780,177            859,318           833,697
  55          12,600,000         8/31/2004        1,561,804           754,461          807,343          1,029,984           903,209
  56          11,200,000            N/A                 N/A               N/A              N/A            809,793           788,793
  57          12,900,000         8/31/2004        1,667,677           261,211        1,406,466          1,201,814         1,057,409
  58          11,800,000         9/30/2004        1,165,601           697,626          467,974            792,727           752,814
  59          11,000,000         8/31/2004        1,732,590         1,044,366          688,224            779,872           691,132
  60          10,600,000         7/31/2004        1,202,568           316,471          886,097            896,334           833,806
  61          10,300,000            N/A                 N/A               N/A              N/A            761,436           727,049
  62           9,750,000         7/31/2004        1,246,404           589,714          656,690            731,848           692,848
  63          11,550,000         8/31/2004        1,199,190           521,377          677,813            757,368           720,618
  64a          5,307,500         9/30/2004          553,732           194,970          358,762            439,158           408,796
  64b          4,342,500         9/30/2004          453,053           159,521          293,532            359,311           334,470
  65          11,000,000         6/30/2004        2,584,698         1,474,323        1,110,375          1,080,737           978,908
  66          12,700,000         6/30/2004        1,855,862         1,036,376          819,486            843,384           767,384
  67          13,300,000         6/1/2004         4,423,464         3,244,629        1,178,835          1,250,593         1,073,654
  68           9,340,000         7/31/2004        1,027,636           367,094          660,542            614,669           596,419
  69          11,800,000            N/A                 N/A               N/A              N/A            788,351           768,362
  70          10,200,000            N/A                 N/A               N/A              N/A            737,642           693,642
  71           9,350,000         8/31/2004        1,284,470           568,897          715,573            723,085           671,085
  72          13,330,000        12/31/2003        1,333,475           379,892          953,583            907,261           801,122
  73           8,800,000         6/30/2004        1,004,063           320,723          683,340            651,291           594,764
  74           9,300,000         6/30/2004        2,011,985         1,066,206          945,779            888,934           811,620
  75           8,500,000         6/30/2004        1,913,354         1,112,754          800,600            782,123           757,623
  76           7,900,000         4/30/2004        1,176,121           514,176          661,945            749,690           699,690
  77           8,000,000         8/31/2004          980,554           330,669          649,885            690,974           642,170
  78           7,800,000         7/31/2004        1,145,160           609,786          535,374            603,089           563,089
  79          11,400,000         9/30/2004        1,255,645           298,176          957,469            882,749           802,143
  80           8,300,000         7/31/2004          967,992           379,390          588,601            579,073           486,604
  81           7,700,000         8/31/2004        1,048,397           515,853          532,544            554,192           543,442
  82           8,150,000            N/A                 N/A               N/A              N/A            713,760           663,118
  83           7,500,000         8/31/2004        1,118,574           618,285          500,289            600,155           546,155
  84           7,400,000         8/31/2004          855,802           424,147          431,655            516,255           487,505
  85           7,300,000         8/31/2004          957,146           344,940          612,206            630,636           595,685
  86           7,500,000         8/31/2004          835,687           194,321          641,366            566,300           507,159
  87           7,000,000         8/31/2004          439,970           225,366          214,604            490,999           482,187
  88           7,200,000         9/30/2004          753,668           310,752          442,916            485,690           466,690
  89           6,775,000         6/30/2004          588,292           226,020          362,272            504,377           492,527
  90           6,700,000         8/31/2004          409,650           151,732          257,918            486,336           430,346
  91           7,700,000         9/30/2004          808,571           180,397          628,174            632,516           587,269
  92           6,800,000         8/25/2004        1,182,803           642,905          539,898            512,652           472,652









                                                                                            CUT-OFF DATE
                       LOAN                                                                   PRINCIPAL
   #      CROSSED     GROUP    PROPERTY NAME                                                 BALANCE (1)    PROPERTY TYPE
   -      -------     -----    -------------                                                 -----------    -------------

   93                   1      Natividad Office Complex                                    $    4,800,000     Office
   94                   1      Floral Park Promenade                                            4,743,657     Retail
   95                   2      Hunter's Run Apartments                                          4,600,000     Multifamily
   96                   2      Canyon Pointe Apartments                                         4,485,904     Multifamily
   97                   1      2150 Point Blvd                                                  4,455,136     Office
   98                   2      Kimberly Court Apartments                                        4,450,000     Multifamily
   99                   1      Holiday Inn Gainesville                                          4,433,983     Hotel
  100                   2      Mill Valley Apartments                                           4,390,747     Multifamily
  101                   1      Kerrville Junction Shopping Center                               4,287,762     Retail
  102                   2      Autry Portfolio - Sangre De Cristo                               4,131,610     Multifamily
  103                   1      Walgreens - Rocky Mount, NC                                      4,095,596     Retail
  104                   1      Walgreens - Casper, WY                                           4,080,773     Retail
  105                   1      Annapolis Technology Park-In Line                                3,982,449     Retail
  106                   1      Walgreens - Greenville (Evans)                                   3,975,725     Retail
  107        C          1      127 West 96th St. Loan 1                                         2,479,567     Multifamily
  108        C          1      127 West 96th St. Loan 2                                         1,449,204     Multifamily
  109                   1      Wilshire Westgate Shopping Center                                3,923,506     Retail
  110                   2      Venezia & Electric Avenue                                        3,887,606     Multifamily
  111                   2      Shores at Lake Point                                             3,800,000     Multifamily
  112                   1      Renaissance Park I                                               3,650,000     Office
  113                   1      Robin Hill MHR & RV                                              3,600,000     Multifamily
  114                   1      Walgreens - Vernon, CT                                           3,596,177     Retail
  115                   1      17001 Science Drive                                              3,586,827     Office
  116                   1      Larchmont Street Retail                                          3,585,112     Retail
  117                   1      Colonial Court                                                   3,540,000     Office
  118a                  2      25 Cervantes Boulevard                                           1,456,693     Multifamily
  118b                  2      2395 Francisco Street                                            1,204,724     Multifamily
  118c                  2      15 & 27 Alhambra                                                   838,583     Multifamily
  119                   1      West River Crossing                                              3,500,000     Retail
  120                   2      Rochelle Place                                                   3,436,312     Multifamily
  121                   1      Walgreens - Apple Valley, CA                                     3,408,640     Retail
  122                   1      Timberstone Center                                               3,390,013     Retail
  123                   1      Lake Brandon Shopping Center                                     3,387,363     Retail
  124                   1      CVS - Bessemer                                                   3,375,000     Retail
  125                   1      South Melrose Office                                             3,300,000     Office
  126                   1      Weinecke Court                                                   3,296,158     Mixed Use
  127                   2      Autry Portfolio - Valley Apartments                              3,235,785     Multifamily
  128                   1      Areis Building                                                   3,212,474     Office
  129                   1      Yarmouth Crossing Retail Center                                  3,200,000     Retail
  130                   1      San Dimas Town Center                                            3,200,000     Retail
  131                   2      Durrett Village II Apartments                                    3,200,000     Multifamily
  132                   1      16 Greenmeadow Drive                                             3,187,489     Office
  133                   1      Lakeside Center at Maryland Farms                                3,181,384     Retail
  134                   1      Walgreens - Miami, OK                                            3,124,763     Retail
  135                   1      Hunter's Retreat Professional Center                             3,030,000     Office
  136                   1      Renaissance Retail                                               3,000,000     Retail
  137                   1      Shawnee Shopping Center                                          2,996,956     Retail
  138                   2      Oak Park Apartments                                              2,992,172     Multifamily
  139                   2      Concord Apartments                                               2,990,622     Multifamily
  140                   1      Polaris Professional Center                                      2,945,873     Office
  141                   1      6401-6407 Van Nuys Blvd.                                         2,916,282     Retail
  142                   1      Gallery Park II Office                                           3,000,000     Office
  143                   1      La Guardia Self Storage                                          2,894,234     Self Storage
  144                   1      Walgreens - Cable Road                                           2,894,031     Retail
  145                   2      Crystal River                                                    2,831,903     Multifamily
  146                   1      Mountain Village                                                 2,744,972     Retail
  147                   1      Ft. Dodge Shopping Center                                        2,715,000     Retail
  148                   2      Shaker Hall Apartments                                           2,700,000     Multifamily
  149                   1      North Village Square                                             2,682,958     Retail
  150                   1      Walgreens - Lubbock, TX                                          2,657,088     Retail
  151                   1      Walgreens - Long Beach                                           2,646,941     Retail
  152                   2      J Bar J Trailer Ranch                                            2,570,078     Multifamily
  153                   1      611 8th Avenue                                                   2,490,646     Retail
  154                   1      Village Shoppes of Lighthouse Point                              2,489,541     Retail
  155                   2      The Mill MHC                                                     2,450,000     Multifamily
  156                   2      Autry Portfolio - Mountain View III Apartments                   2,448,771     Multifamily
  157                   2      Broadway Terrace Apartments                                      2,397,395     Multifamily
  158                   1      North Canal Plaza                                                2,367,381     Retail
  159                   1      Spring Plaza Retail Center                                       2,342,055     Retail
  160                   1      Lakefront Professional Building                                  2,290,619     Office
  161                   1      170-180 West Westfield Avenue                                    2,226,133     Industrial
  162                   2      Greenfield Village Apartments                                    2,157,667     Multifamily
  163                   1      Lake Deer MHP                                                    2,091,718     Multifamily
  164                   1      Sunburst Florida Keys                                            2,047,760     Multifamily
  165                   1      Silver Mill House                                                2,042,763     Retail
  166                   1      Fed Ex Ground Package                                            2,000,000     Industrial
  167                   2      John's Creek Apartments                                          1,994,088     Multifamily
  168                   1      Riverview MHP                                                    1,944,139     Multifamily
  169                   2      Parklee Apartments                                               1,894,060     Multifamily
  170                   2      Autry Portfolio - Mountain View II Apartments                    1,887,491     Multifamily
  171                   1      Berry Hill Shopping Center                                       1,838,401     Retail
  172                   2      Williamsville Village Apartments                                 1,800,000     Multifamily
  173                   1      Market Square Retail Center                                      1,796,775     Retail
  174                   1      Ronny's MHP & RV Park                                            1,794,922     Multifamily
  175                   1      Kingstowne Shops                                                 1,794,735     Retail
  176                   1      Sundown Plaza                                                    1,793,617     Retail
  177                   1      Townwood Mobile Home Park                                        1,790,001     Multifamily
  178                   1      Saddleview Office Park                                           1,739,551     Office
  179                   2      The Villa Apartments                                             1,739,069     Multifamily
  180                   1      7250 West Cermak                                                 1,716,781     Retail
  181                   1      Dumar Plaza                                                      1,696,678     Mixed Use
  182                   2      Noblesse Oblige Mobile Home Park                                 1,689,290     Multifamily
  183                   2      Colonial Court Apartments                                        1,676,969     Multifamily
  184                   1      Mooresville Gateway Trade Court Shoppes                          1,600,000     Retail
  185                   2      Queen Mary Apartments                                            1,600,000     Multifamily
  186                   1      310 & 320 Ed Wright Lane                                         1,594,415     Industrial



                                       UNITS/
              PROPERTY                 SQ.FT            FEE/                         YEAR         OCCUPANCY          DATE OF
   #          SUB-TYPE                 ROOMS          LEASEHOLD      YEAR BUILT    RENOVATED     RATE AT U/W      OCCUPANCY RATE
   -          --------                 -----          ---------      ----------    ---------     -----------      --------------

   93         Suburban                 37,131            Fee            1981          N/A            87%            9/30/2004
   94         Anchored                 55,841            Fee            1965         1998            65%            10/1/2004
   95       Conventional                  127            Fee            1986         2004            94%             9/1/2004
   96       Conventional                  144            Fee            1981         2001           100%            9/21/2004
   97         Suburban                 46,206            Fee            2003          N/A           100%             9/4/2004
   98       Conventional                  194            Fee            1988          N/A            88%             9/2/2004
   99       Full Service                  167            Fee            1965         2000            N/A               N/A
  100       Conventional                  164            Fee            1983         1992            91%             9/1/2004
  101         Anchored                 32,066            Fee            2000         2004           100%             9/1/2004
  102       Conventional                  164            Fee            1970          N/A            99%            9/20/2004
  103         Anchored                 14,560            Fee            2003          N/A           100%            10/10/2003
  104         Anchored                 14,560            Fee            2003          N/A           100%             1/3/2004
  105        Unanchored                16,250            Fee            2002          N/A            83%            10/7/2004
  106         Anchored                 12,917            Fee            2004          N/A           100%            10/9/2004
  107        Cooperative                  142            Fee            1930         2001            N/A               N/A
  108        Cooperative                  142            Fee            1930         2001            N/A               N/A
  109         Anchored                  77,99(9)         Fee            1958         2002           100%            12/31/2003
  110       Conventional                   28            Fee            1920         2003           100%             6/9/2004
  111        Cooperative                   92            Fee            1987          N/A            N/A               N/A
  112         Suburban                 29,489            Fee            2000          N/A           100%            9/30/2004
  113   Manufactured Housing              260            Fee            1964          N/A            98%            10/27/2004
  114         Anchored                 14,490            Fee            2004          N/A           100%             5/1/2004
  115         Suburban                 30,450            Fee            2002          N/A           100%             8/4/2004
  116         Anchored                 16,230            Fee            1925         1986           100%             9/1/2004
  117         Suburban                 21,459            Fee            2004          N/A           100%            11/10/2004
  118a      Conventional                   18            Fee            1927         2002           100%            10/27/2004
  118b      Conventional                   18            Fee            1927         2002           100%            10/27/2004
  118c      Conventional                   12            Fee            1927         2002           100%            10/27/2004
  119         Anchored                 32,452            Fee            1999          N/A            83%            10/21/2004
  120       Conventional                  112            Fee            1978          N/A            92%            8/20/2004
  121         Anchored                 15,035            Fee            2004          N/A           100%            9/28/2004
  122        Unanchored                35,497            Fee            2000          N/A            96%            8/11/2004
  123        Unanchored                18,801            Fee            2003          N/A           100%            10/1/2004
  124         Anchored                 10,880            Fee            2003          N/A           100%             1/1/2005
  125         Suburban                 24,197            Fee            2002          N/A           100%            9/24/2004
  126    Multifamily/Retail                11            Fee            1905         1997            91%             9/9/2004
  127       Conventional                  140            Fee            1970         1989            98%            4/20/2004
  128            CBD                   28,691            Fee            1959         1966            79%            10/4/2004
  129        Unanchored                20,186            Fee            1995          N/A           100%             8/1/2004
  130         Anchored                 25,800            Fee            1963         2004            95%            11/4/2004
  131       Conventional                   92            Fee            2001          N/A            90%            10/31/2004
  132         Suburban                 35,286            Fee            1985          N/A            95%            10/27/2004
  133        Unanchored                22,895            Fee            1999          N/A           100%             4/1/2004
  134         Anchored                 14,560            Fee            2004          N/A           100%            7/23/2003
  135         Suburban                 24,784            Fee            2004          N/A           100%            11/1/2004
  136        Unanchored                12,798            Fee            2003          N/A           100%            9/30/2004
  137         Anchored                 35,640            Fee            2004          N/A            91%            10/19/2004
  138       Conventional                  136            Fee            1983         2002            98%             9/1/2004
  139       Conventional                   81            Fee            1939         2003            98%             7/1/2004
  140         Suburban                 30,068            Fee            2000          N/A            95%            9/24/2004
  141        Unanchored                 8,400            Fee            1947         2000           100%             6/1/2004
  142         Suburban                 30,490            Fee            2000          N/A           100%            11/16/2004
  143            N/A                   64,225            Fee            2000          N/A            91%             9/8/2004
  144         Anchored                 14,490            Fee            2003          N/A           100%            7/27/2003
  145   Manufactured Housing              256            Fee            1975          N/A            57%            9/20/2004
  146        Unanchored                 8,786            Fee            2003          N/A           100%             5/1/2004
  147         Anchored                 33,700            Fee            2004          N/A            91%            11/1/2004
  148       Conventional                  102            Fee            1940         2003            94%            10/18/2004
  149        Unanchored                24,361            Fee            1989         1995            90%            4/16/2004
  150         Anchored                 14,560            Fee            2004          N/A           100%            9/12/2004
  151         Anchored                 11,656       Fee/Leasehold       2004          N/A           100%            10/2/2004
  152   Manufactured Housing               99            Fee            1951          N/A           100%             7/1/2004
  153        Unanchored                 3,752            Fee            1940         2004           100%            10/1/2004
  154        Unanchored                35,285            Fee            1978          N/A            94%            10/1/2004
  155   Manufactured Housing              149            Fee            1955          N/A            87%            8/31/2004
  156       Conventional                  136            Fee            1968         1999            97%            9/20/2004
  157       Conventional                   80            Fee            1972         1994            98%             9/1/2004
  158        Unanchored                20,788            Fee            2002          N/A           100%             9/7/2004
  159        Unanchored                 9,154            Fee            1960         2003           100%             4/1/2004
  160         Suburban                 31,467            Fee            1973         2004            94%            8/31/2004
  161            N/A                   78,000            Fee            1953         1999            85%            12/1/2003
  162       Conventional                   75            Fee            1993          N/A            97%             8/6/2004
  163   Manufactured Housing              130            Fee            1978         2001           100%             8/1/2004
  164   Manufactured Housing              100            Fee            1963          N/A            99%            9/21/2004
  165        Unanchored                 8,562            Fee            1972          N/A           100%             9/9/2004
  166            N/A                   55,957            Fee            2002          N/A           100%             9/1/2003
  167       Conventional                  100            Fee            1972         1999           100%            9/30/2004
  168   Manufactured Housing              105            Fee            1989         2003            94%             7/1/2004
  169       Conventional                   50            Fee            1927         1994           100%             7/1/2004
  170       Conventional                  105            Fee            1967         1999            96%            9/20/2004
  171        Unanchored                17,360            Fee            2002          N/A           100%            8/31/2004
  172       Conventional                   54            Fee            1968         2004            98%             8/4/2004
  173        Unanchored                 9,691            Fee            1998          N/A           100%             7/1/2004
  174   Manufactured Housing               91            Fee            1958          N/A            93%             7/1/2004
  175        Unanchored                23,093            Fee            1991          N/A            94%             9/1/2004
  176        Unanchored                13,200            Fee            1973         2003           100%            9/30/2004
  177   Manufactured Housing               94            Fee            1962         2003            91%            9/20/2004
  178         Suburban                 12,000            Fee            1997          N/A           100%            8/31/2004
  179       Conventional                   80            Fee            1983          N/A            88%            5/14/2004
  180         Anchored                 39,619            Fee            1970         2000           100%            12/17/2003
  181       Office/Retail              23,543            Fee            1983         2000            94%             7/1/2004
  182   Manufactured Housing               90            Fee            1956         1970            95%             6/1/2004
  183       Conventional                   51            Fee            1965         2002            96%             8/1/2004
  184        Unanchored                15,262            Fee            2003          N/A            90%             8/5/2004
  185       Conventional                   72            Fee            1986          N/A            94%            8/30/2004
  186            N/A                   31,704            Fee            2003          N/A            90%             9/1/2004




                                MOST RECENT          MOST              MOST           MOST
                            OPERATING STATEMENT     RECENT            RECENT         RECENT
   #     APPRAISED VALUE           DATE            REVENUE           EXPENSES          NOI              U/W NOI         U/W NCF (2)
   -     ---------------           ----            -------           --------          ---              -------         -----------

   93    $     6,450,000         9/30/2004    $     586,937      $    271,705    $     315,232      $     483,397     $     432,864
   94          8,400,000         9/30/2004          870,131           310,816          559,315            578,949           533,650
   95          5,900,000         8/31/2004          881,677           370,390          511,287            520,573           488,823
   96          7,000,000         7/31/2004          822,583           400,101          422,482            464,437           428,437
   97          5,900,000            N/A                 N/A               N/A              N/A            478,280           432,693
   98          6,000,000         8/31/2004        1,066,401           658,710          407,691            426,051           368,770
   99          6,450,000         7/31/2004        3,381,417         2,608,855          772,562            792,369           660,086
  100          5,800,000         8/31/2004          995,956           615,804          380,152            441,700           400,700
  101          5,500,000            N/A                 N/A               N/A              N/A            450,081           416,641
  102          6,900,000         9/30/2004        1,201,379           739,159          462,220            472,024           431,024
  103          5,500,000            N/A                 N/A               N/A              N/A            373,220           371,036
  104          5,400,000            N/A                 N/A               N/A              N/A            373,450           371,266
  105          5,300,000            N/A                 N/A               N/A              N/A            417,132           391,139
  106          5,340,000            N/A                 N/A               N/A              N/A            362,550           360,612
  107         37,800,000            N/A                 N/A               N/A              N/A          2,864,636         2,829,136
  108            N/A                N/A                 N/A               N/A              N/A                N/A               N/A
  109          5,800,000         7/31/2004          653,504           194,281          459,224            463,144           426,479
  110          6,400,000         6/30/2004          566,632            88,724          477,908            433,376           426,376
  111         10,800,000            N/A                 N/A               N/A              N/A            879,831           856,831
  112          4,700,000            N/A                 N/A               N/A              N/A            443,135           399,958
  113          5,000,000         9/30/2004          853,201           439,432          413,769            495,017           481,517
  114          5,100,000            N/A                 N/A               N/A              N/A            349,941           347,767
  115          4,500,000            N/A                 N/A               N/A              N/A            398,920           351,528
  116          8,200,000         7/31/2004          685,217           107,205          578,012            566,969           538,512
  117          4,450,000            N/A                 N/A               N/A              N/A            352,794           302,225
  118a         3,700,000         8/31/2004          255,072            88,714          166,358            169,525           164,531
  118b         3,060,000         8/31/2004          210,951            73,369          137,582            140,202           136,071
  118c         2,130,000         8/31/2004          146,839            51,071           95,768             97,591            94,716
  119          7,000,000        10/31/2004          832,682           347,764          484,918            511,008           488,259
  120          4,315,000         8/30/2004          714,837           368,842          345,995            373,324           345,324
  121          4,775,000            N/A                 N/A               N/A              N/A            314,280           312,025
  122          4,300,000         9/30/2004          438,983           120,299          318,684            389,787           362,532
  123          4,350,000            N/A                 N/A               N/A              N/A            388,200           365,216
  124          4,500,000            N/A                 N/A               N/A              N/A            331,238           329,606
  125          4,400,000         9/30/2004          423,257           164,934          258,323            329,951           300,915
  126          5,250,000         9/30/2004          522,743           220,489          302,254            325,591           314,365
  127          4,900,000         4/30/2004          914,919           515,559          399,360            387,221           352,221
  128          4,325,000         9/30/2004          487,384           153,333          334,051            336,827           316,307
  129          4,000,000         6/30/2004          389,001           118,633          270,368            303,515           284,124
  130          4,920,000            N/A                 N/A               N/A              N/A            355,524           284,659
  131          4,200,000         7/31/2004          686,187           303,849          382,339            344,001           320,001
  132          4,400,000         9/30/2004          640,224           288,427          351,797            343,434           305,636
  133          4,185,000         9/30/2004          388,878           133,653          255,225            340,100           314,040
  134          4,150,000            N/A                 N/A               N/A              N/A            286,150           283,966
  135          4,200,000            N/A                 N/A               N/A              N/A            333,610           300,935
  136          6,800,000            N/A                 N/A               N/A              N/A            434,403           413,667
  137          3,700,000        10/26/2004          323,356            27,335          296,022            319,797           283,941
  138          3,800,000         6/30/2004          653,583           291,741          361,842            335,478           301,478
  139          4,200,000         5/31/2004          570,888           294,014          276,874            291,182           270,932
  140          4,400,000         7/31/2004          421,554           179,410          242,144            331,171           294,143
  141          3,900,000         6/30/2004          464,813            33,186          431,627            381,081           368,827
  142          4,160,000         7/31/2004          578,037           213,768          364,269            347,300           312,337
  143          5,050,000         7/31/2004          619,588           169,856          449,732            316,885           310,462
  144          5,175,000            N/A                 N/A               N/A              N/A            343,150           340,976
  145          3,600,000         8/31/2004          912,533           640,867          271,666            294,018           274,827
  146          4,500,000         6/30/2004          250,422            85,559          164,863            269,537           258,036
  147          3,400,000            N/A                 N/A               N/A              N/A            289,708           255,936
  148          3,840,000         9/30/2004          740,580           414,864          325,716            325,865           300,365
  149          3,500,000         9/30/2004          385,712           156,107          229,605            285,744           268,585
  150          4,400,000            N/A                 N/A               N/A              N/A            286,150           283,966
  151          7,400,000            N/A                 N/A               N/A              N/A            478,050           476,302
  152          3,250,000         5/31/2004          417,005           113,687          303,318            281,657           276,707
  153          5,250,000            N/A                 N/A               N/A              N/A            363,281           337,707
  154          3,850,000         9/30/2004          624,783           199,090          425,693            342,743           302,120
  155          3,550,000         9/30/2004          479,803           180,930          298,873            270,748           263,298
  156          3,600,000         9/30/2004          901,282           546,727          354,555            387,442           353,442
  157          3,000,000         6/30/2004          509,869           234,185          275,684            254,738           234,738
  158          2,970,000         8/31/2004          215,100            36,299          178,801            245,565           228,328
  159          3,400,000         9/30/2004          307,810            40,671          267,139            244,517           233,741
  160          3,850,000         9/30/2004          426,247           138,696          287,551            348,008           310,068
  161          3,200,000        12/31/2003          394,409           110,848          283,561            257,192           205,696
  162          2,700,000         7/31/2004          422,924           229,735          193,189            215,652           196,902
  163          2,650,000         3/31/2004          366,328           119,085          247,243            209,571           203,071
  164          2,600,000         8/31/2004          568,146           394,884          173,262            194,417           185,492
  165          2,700,000         6/30/2004          283,666            37,042          246,624            247,099           234,732
  166          4,275,000            N/A                 N/A               N/A              N/A            296,530           263,110
  167          4,000,000         8/31/2004          696,903           282,873          414,030            349,128           324,378
  168          2,530,000         6/30/2004          309,840            41,098          268,742            205,410           200,160
  169          2,375,000         5/31/2004          359,579           194,414          165,165            182,441           169,941
  170          3,600,000         9/30/2004          680,863           466,551          214,312            229,101           202,601
  171          2,425,000            N/A                 N/A               N/A              N/A            208,597           190,645
  172          2,260,000         6/30/2004          374,516           144,110          230,406            224,747           211,247
  173          2,325,000         5/31/2004          247,123            29,755          217,368            178,857           172,597
  174          2,475,000         5/31/2004          392,638           150,289          242,349            195,590           191,040
  175          2,450,000         8/31/2004          335,138            75,157          259,981            247,099           233,482
  176          2,600,000         8/31/2004          254,747            40,667          214,080            194,550           179,921
  177          2,800,000         8/31/2004          381,510           150,778          230,732            264,878           260,178
  178          2,550,000        12/31/2003          262,387            56,700          205,687            206,007           193,919
  179          2,200,000         9/30/2004          390,669           199,923          190,746            202,050           178,050
  180          2,300,000         5/31/2004          364,332           181,617          182,715            171,574           165,631
  181          2,300,000         5/31/2004          352,144           122,862          229,282            213,158           190,845
  182          2,130,000         8/31/2004          333,714           162,790          170,924            167,618           163,118
  183          2,220,000         7/31/2004          321,763           126,522          195,241            186,188           173,438
  184          3,400,000         7/31/2004          205,570            62,462          143,108            242,948           227,828
  185          2,840,000         9/30/2004          459,638           253,908          205,730            224,328           205,304
  186          2,200,000         9/30/2004          193,263            41,232          152,031            196,591           177,356








                                                                                            CUT-OFF DATE
                       LOAN                                                                   PRINCIPAL
   #      CROSSED     GROUP    PROPERTY NAME                                                 BALANCE (1)    PROPERTY TYPE
   -      -------     -----    -------------                                                 -----------    -------------

  187                   2      Shangri-La MHP                                              $    1,517,310     Multifamily
  188                   1      Hogan Retail Plaza Center                                        1,500,000     Retail
  189                   2      Memorial Springs Apartments                                      1,497,226     Multifamily
  190                   1      Reseda Retail Property                                           1,495,978     Retail
  191                   2      Willow Glen Mobile Home Park                                     1,493,770     Multifamily
  192                   1      Vancouver Mobile Retreat                                         1,445,821     Multifamily
  193                   2      McKinley Woods Apartments                                        1,437,977     Multifamily
  194                   1      Annapolis Technology Park-BB&T                                   1,433,564     Retail
  195                   2      Bamboo MHP                                                       1,397,324     Multifamily
  196                   1      2nd Street Plaza                                                 1,397,083     Retail
  197                   2      Kenny Road Apartments                                            1,395,775     Multifamily
  198                   1      Lakes IV Apartments                                              1,357,372     Multifamily
  199                   2      Green River MHP                                                  1,354,844     Multifamily
  200                   1      33 Claroma Street                                                1,351,216     Multifamily
  201                   2      Autry Portfolio - Dona Ana I Apts                                1,341,134     Multifamily
  202                   2      Durrett Village I Apartments                                     1,300,000     Multifamily
  203                   2      Homestead Apartments                                             1,291,595     Multifamily
  204                   1      South University Center                                          1,278,750     Retail
  205                   1      Shadow Pines MHC                                                 1,246,495     Multifamily
  206                   1      McDonald Avenue                                                  1,213,695     Retail
  207                   2      Autry Portfolio - Santa Fe Apartments                            1,192,031     Multifamily
  208                   1      101 Jupiter Drive East                                           1,146,629     Multifamily
  209                   2      Holiday Meadows Apartments                                       1,096,632     Multifamily
  210                   2      South Point Oaks Apartments                                      1,094,097     Multifamily
  211                   2      Autry Portfolio - Dona Ana II Apartments                         1,092,704     Multifamily
  212                   1      Dollar Tree Plaza                                                1,050,000     Retail
  213                   2      Meridian Apartments                                              1,028,167     Multifamily
  214                   1      Dyer Blvd Warehouse                                                994,661     Industrial
  215                   1      West Little York Mini Storage                                      991,197     Self Storage
  216                   2      Hillcrest Apartment Community                                      978,448     Multifamily
  217                   1      14-16 E. 17th St.                                                  950,925     Multifamily
  218                   1      Village Tower Office Building                                      945,273     Office
  219                   1      Western Sands                                                      922,556     Multifamily
  220                   2      Amber Point Apartments                                             799,314     Multifamily
  221                   2      Minerva MHP                                                        798,618     Multifamily
  222                   2      1803 19th St                                                       798,461     Multifamily
  223                   1      421 West 57th Street                                               732,094     Multifamily
  224                   1      Tri-County Self Storage                                            708,649     Self Storage
  225                   1      Berry Street Shopping Center                                       646,753     Retail
  226                   1      3810 Greystone Avenue                                              520,110     Multifamily
  227                   1      31-33 Mercer Street                                                440,119     Multifamily
  228                   2      482 E. 9th Street Brooklyn                                         413,262     Multifamily

                                                                                     -----------------------------
TOTAL/WEIGHTED AVERAGE:                                                                    $1,866,945,055
                                                                                     =============================
MAXIMUM:                                                                                   $  320,000,000
MINIMUM:                                                                                   $      413,262




                                       UNITS/
              PROPERTY                 SQ.FT            FEE/                         YEAR         OCCUPANCY          DATE OF
   #          SUB-TYPE                 ROOMS          LEASEHOLD      YEAR BUILT    RENOVATED     RATE AT U/W      OCCUPANCY RATE
   -          --------                 -----          ---------      ----------    ---------     -----------      --------------

  187   Manufactured Housing              136            Fee            1955          N/A            96%            6/30/2004
  188        Unanchored                18,564            Fee            1986         1999           100%            7/27/2004
  189       Conventional                   44            Fee            1964         2003            98%             7/1/2004
  190        Unanchored                 9,211            Fee            1985          N/A           100%             6/1/2004
  191   Manufactured Housing              135            Fee            1987          N/A            93%            7/13/2004
  192   Manufactured Housing               69            Fee            1965         1999           100%             7/1/2004
  193       Conventional                   82            Fee            1971         2000            91%            9/30/2004
  194        Unanchored                 5,300(10)        Fee            2002          N/A           100%            10/7/2004
  195   Manufactured Housing               46            Fee            1964          N/A           100%             7/1/2004
  196        Unanchored                12,469            Fee            1971         2002           100%             4/1/2004
  197       Conventional                   49            Fee            1956         1999            90%            8/29/2004
  198       Conventional                   18            Fee            2004          N/A            94%            8/20/2004
  199   Manufactured Housing               86            Fee            1985          N/A            98%            9/23/2004
  200   Manufactured Housing              289            Fee            1972         2003            92%            6/30/2004
  201       Conventional                   74            Fee            1966          N/A            96%            8/20/2004
  202       Conventional                   64            Fee            1993          N/A            98%            10/31/2004
  203       Conventional                   66            Fee            1922         1971            97%            6/30/2004
  204        Unanchored                10,459            Fee            2004          N/A            85%            10/12/2004
  205   Manufactured Housing               50            Fee            1979         1995            88%            8/30/2004
  206        Unanchored                12,000            Fee            1931         2004           100%             9/1/2004
  207       Conventional                   64            Fee            1968         2003           100%            9/20/2004
  208   Manufactured Housing              178            Fee            1968         1977            98%            7/13/2004
  209       Conventional                   41            Fee            1967          N/A            90%            9/30/2004
  210       Conventional                   33            Fee            1973         2003            88%            9/23/2004
  211       Conventional                   60            Fee            1968         2002            97%            4/20/2004
  212        Unanchored                11,400            Fee            2003          N/A           100%            7/16/2004
  213       Conventional                   18            Fee            1984          N/A            88%            9/10/2004
  214            N/A                   23,500            Fee            1964         1982           100%            8/31/2004
  215            N/A                   56,560            Fee            1995          N/A           100%            3/31/2004
  216       Conventional                   42            Fee            1975         2003            95%            10/1/2004
  217        Cooperative                   15            Fee            1900         2001            N/A               N/A
  218         Suburban                 11,843            Fee            1953         2004           100%             8/1/2004
  219   Manufactured Housing               41            Fee            1960          N/A           100%            10/1/2004
  220       Conventional                   24            Fee            2003          N/A            96%            10/26/2004
  221   Manufactured Housing               84            Fee            1975          N/A            92%            6/30/2004
  222       Conventional                   10            Fee            1885         1999           100%            10/26/2004
  223        Cooperative                   41            Fee            1940         1986            N/A               N/A
  224            N/A                   61,118            Fee            1984         1998            72%             5/8/2004
  225        Unanchored                 6,720            Fee            1982         2000           100%            9/15/2004
  226        Cooperative                   42            Fee            1939         1987            N/A               N/A
  227        Cooperative                   12            Fee            1865         1986            N/A               N/A
  228        Cooperative                   17            Fee            1916         1985            N/A               N/A

                                                                   ---------------------------------------------------------------
                                                                        1985         2000            94%
                                                                   ===============================================================

                                                                        2004         2004           100%
                                                                        1865         1966            54%



                                MOST RECENT          MOST              MOST           MOST
                            OPERATING STATEMENT     RECENT            RECENT         RECENT
   #     APPRAISED VALUE           DATE            REVENUE           EXPENSES          NOI              U/W NOI         U/W NCF (2)
   -     ---------------           ----            -------           --------          ---              -------         -----------

  187        $ 2,450,000        12/31/2003    $     444,222      $    270,330    $     173,892      $     198,762     $     189,727
  188          3,490,000         7/31/2004          252,716            79,526          173,190            247,173           229,521
  189          1,900,000         7/31/2004          287,011           134,914          152,097            191,412           180,412
  190          2,050,000         5/31/2004          236,833            75,984          160,849            158,454           147,319
  191          2,560,000         7/13/2004          362,933           126,994          235,939            206,368           199,618
  192          2,150,000         6/30/2004          215,604            50,470          165,134            152,228           148,778
  193          1,860,000         8/31/2004          564,430           332,616          231,814            150,141           129,641
  194          1,850,000            N/A                 N/A               N/A              N/A            144,500           143,705
  195          1,750,000         5/31/2004          219,737            66,289          153,448            142,517           140,217
  196          3,100,000         3/31/2004          295,342            37,014          258,328            221,409           207,070
  197          1,750,000         4/30/2004          266,215           142,672          123,543            132,008           119,758
  198          1,700,000         7/31/2004          123,560            34,235           89,325            133,442           128,942
  199          1,700,000         8/31/2004          237,016            99,752          137,264            137,743           133,443
  200          4,400,000        12/31/2003          852,381           474,952          377,429            362,372           347,922
  201          2,300,000         8/31/2004          470,999           318,072          152,927            168,475           149,975
  202          2,500,000         7/31/2004          485,346           177,058          308,288            203,236           184,860
  203          1,900,000         6/30/2004          352,759           148,402          204,357            175,013           158,513
  204          1,600,000            N/A                 N/A               N/A              N/A            149,516           137,568
  205          1,700,000         5/31/2004          176,904            54,587          122,317            125,707           123,207
  206          2,100,000         12/3/2004          241,652            40,708          200,944            175,013           160,131
  207          2,600,000         9/30/2004          469,960           300,379          169,581            181,125           165,125
  208          2,850,000        12/31/2003          514,007           237,160          276,847            249,976           241,076
  209          1,490,000         9/30/2004          204,474           127,160           77,314            112,858           102,608
  210          1,400,000         9/30/2004          228,699           130,854           97,845            109,835           101,585
  211          1,950,000         4/30/2004          380,779           243,965          136,814            150,457           135,457
  212          1,400,000         7/31/2004          145,320            21,368          123,952            113,846           107,707
  213          2,070,000         6/30/2004          191,383            63,721          127,662            116,268           111,768
  214          1,600,000         8/31/2004          230,964            39,291          191,673            144,927           120,117
  215          1,460,000         6/30/2004          157,064            29,846          127,217            122,261           113,777
  216          1,210,000         8/31/2004          198,703            98,647          100,056            112,937           102,437
  217         10,100,000            N/A                 N/A               N/A              N/A            750,974           747,224
  218          1,350,000         8/31/2004          220,911            97,610          123,301            123,802           105,444
  219          1,170,000         6/30/2004          146,545            40,482          106,063             99,864            97,814
  220          1,100,000         8/31/2004          154,638            64,760           89,877             81,919            75,919
  221          1,250,000         6/30/2004          196,163            58,261          137,902            109,524           109,524
  222          1,500,000         8/31/2004          117,266            25,749           91,517             79,407            76,907
  223          6,600,000            N/A                 N/A               N/A              N/A            502,512           492,262
  224            950,000         8/30/2004          147,733            48,599           99,134             86,892            78,709
  225            900,000         8/31/2004           94,810            26,649           68,161             72,172            64,600
  226          4,200,000            N/A                 N/A               N/A              N/A            324,853           314,353
  227          6,800,000            N/A                 N/A               N/A              N/A            502,711           499,711
  228          2,150,000            N/A                 N/A               N/A              N/A            163,800           159,550

------------------------------------------------------------------------------------------------------------------------------------
         $ 2,687,835,000                      $ 213,331,679      $ 88,745,188    $ 124,586,492      $ 194,580,928     $ 182,609,296
====================================================================================================================================
         $   455,000,000                      $  10,106,710      $  4,872,872    $   6,461,257      $  27,541,982     $  26,775,277
         $       900,000                      $      94,810      $      2,053    $      68,161      $      72,172     $      64,600



----------

(A)  The underlying mortgage loans secured by BECO Park at Forbes Center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     BRIT III are cross-defaulted and cross-collateralized.

(B)  The underlying mortgage loans secured by Valwood Building 37 and Valwood
     Industrial Portfolio are cross-defaulted and cross-collateralized.

(C)  The underlying mortgage loans secured by 127 West 96th St. Loan 1 and 127
     West 96th. St. Loan 2 are cross-defaulted.

(1)  Based on a Cut-off date in December 2004.

(2)  U/W NCF reflects the net cash flow after underwritten replacement reserves,
     underwritten LC's & TI's and underwritten FF&E.

(3)  Eastgate Mall square footage includes 194,022 SF ground leased to Dillards.

(4)  Orangefair Marketplace Shopping Center square footage includes 38,100 SF
     ground leased to Circuit City, 22,500 SF ground leased to Bally's Total
     Fitness, 7,100 SF ground leased to Tony Roma's and 2,240 SF ground leased
     to El Pollo Loco.

(5)  Clifty Crossing square footage includes 6,700 SF ground leased to Chili's.

(6)  Market Place at Concord Mills square footage includes 7,290 SF ground
     leased to Carrabas Italian Grill.

(7)  Valley North Center square footage includes 97,000 SF ground leased to
     Target, 6,351 SF ground leased to Red Robin, 5,000 SF ground leased to
     Applebees and 2,000 SF ground leased to Taco Bell.

(8)  Mansfield Towne Crossing square footage includes 4,500 SF ground leased to
     Regions Bank.

(9)  Wilshire Westgate Shopping Center square footage includes 4,225 SF ground
     leased to Zions Bank.

(10) Annapolis Technology Park-BB&T square footage includes 5,300 SF ground
     leased to BB&T.






                CHARACTERISTICS OF THE UNDERLYING MORTGAGE LOANS



                                                                                                                     PERCENTAGE OF
                                                                                ORIGINAL         CUT-OFF DATE          INITIAL
                   LOAN                                                        PRINCIPAL           PRINCIPAL           MORTGAGE
  #      CROSSED   GROUP    LOAN NAME                                           BALANCE           BALANCE (1)        POOL BALANCE
  -      -------   -----    ---------                                           -------           -----------        ------------

   1                 1      Time Warner Retail                                $ 320,000,000      $ 320,000,000           17.1%
   2                 1      275 Madison Avenue                                   71,000,000         71,000,000            3.8%
   3                 1      AT&T Consumer Services Headquarters                  58,000,000         58,000,000            3.1%
   4                 1      Eastgate Mall                                        53,700,000         53,700,000            2.9%
   5        A        1      BECO Park at Forbes Center  - BRIT I                 31,040,000         30,947,673            1.7%
   6        A        1      BECO Park at Forbes Center - BRIT III                17,280,000         17,228,601            0.9%
   7        A        1      BECO Park at Forbes Center - BRIT II                  3,680,000          3,669,054            0.2%
   8                 1      Orangefair Marketplace Shopping Center               36,000,000         35,925,742            1.9%
   9                 1      Pershing Park Plaza                                  29,500,000         29,500,000            1.6%
  10                 1      Shoppes of Paradise Isle Shopping Center             28,000,000         28,000,000            1.5%
  11                 1      1300 Parkwood Office Building                        27,500,000         27,500,000            1.5%
  12                 2      River Road Apartments                                26,500,000         26,500,000            1.4%
  13        B        1      Valwood Building 37                                   7,040,000          7,040,000            0.4%
  14        B        1      Valwood Industrial Portfolio                         17,560,000         17,560,000            0.9%
  15                 1      City Centre Place                                    21,500,000         21,500,000            1.2%
  16                 2      Villas at D'Andrea                                   19,200,000         19,178,905            1.0%
  17                 1      5000 Shoreline Court                                 19,150,000         19,150,000            1.0%
  18                 1      71-77 Summer Street and 184 High Street              19,000,000         19,000,000            1.0%
  19                 2      Town Hall Terrace                                    19,000,000         19,000,000            1.0%
  20                 1      Dekalb County Shopping Center                        18,000,000         17,980,112            1.0%
  21                 1      Greendale Centre Shopping Center                     17,350,000         17,350,000            0.9%
  22                 1      Spinnaker Court Apartments                           17,250,000         17,250,000            0.9%
  23                 1      Pleasant Hill Square                                 17,120,000         17,120,000            0.9%
  24                 2      Estates at Charlotte - 1420 Magnolia                 17,000,000         17,000,000            0.9%
  25                 2      Kingwood Lakes Apartments                            17,000,000         16,980,318            0.9%
  26                 1      Sunshine Key                                         16,540,000         16,521,828            0.9%
  27                 1      Vallejo Plaza                                        16,200,000         16,181,830            0.9%
  28                 1      Buckhead Pavilion                                    15,500,000         15,449,008            0.8%
  29                 1      Clifty Crossing                                      15,350,000         15,334,034            0.8%
  30                 1      Promenade Shopping Center                            15,000,000         15,000,000            0.8%
  31                 2      Sanctuary of Woodshire                               15,000,000         15,000,000            0.8%
  32                 2      Medical Center Apartments                            15,010,000         14,993,070            0.8%
  33                 1      Commercial Street Business Center                    15,000,000         14,929,177            0.8%
  34                 1      FedEx - Midway                                       14,480,000         14,480,000            0.8%
  35                 1      Market Place at Concord Mills                        14,313,750         14,298,026            0.8%
  36                 2      Parkside Apartments                                  14,120,000         14,120,000            0.8%
  37                 2      Midtown Terrace Apartments                           13,750,000         13,750,000            0.7%
  38                 1      Brettwood Village                                    12,500,000         12,451,872            0.7%
  39                 2      Cross Creek Apartments                               12,032,500         12,018,954            0.6%
  40                 1      Bowles Avenue Marketplace                            12,000,000         11,965,918            0.6%
  41                 1      Brunswick Plaza West                                 11,925,000         11,925,000            0.6%
  42                 1      Stevens Creek Office Center                          11,556,000         11,556,000            0.6%
  43                 1      Valley North Center                                  11,525,000         11,525,000            0.6%
  44                 2      Commons on Edgebrook Apartments                      11,400,000         11,364,289            0.6%
  45                 1      Mansfield Towne Crossing                             10,982,300         10,982,300            0.6%
  46                 2      Campus View Apts                                     10,400,000         10,400,000            0.6%
  47                 1      Sunburst North Ft. Myers                             10,390,000         10,378,585            0.6%
  48                 2      Celeron Square Apartments                            10,325,000         10,313,289            0.6%
  49                 1      Scottsdale Renaissance                               10,200,000         10,167,785            0.5%
  50                 1      Perimeter Center                                     10,000,000         10,000,000            0.5%
  51                 1      Warner View Corporate Center                         10,000,000          9,989,540            0.5%
  52                 1      The Atrium at Fairfield                               9,500,000          9,451,719            0.5%
  53                 2      Hyperion Apartments                                   9,300,000          9,300,000            0.5%
  54                 1      Silver Dollar                                         9,160,000          9,149,993            0.5%
  55                 1      Greenbrier Plaza                                      9,100,000          9,055,561            0.5%
  56                 2      Campus Village                                        9,000,000          8,990,019            0.5%
  57                 1      Sorrento Research Facility                            8,800,000          8,790,161            0.5%
  58                 2      Blackthorn Apartments                                 8,700,000          8,700,000            0.5%
  59                 2      Meridian Court South Apartments                       8,400,000          8,400,000            0.4%
  60                 1      Riggs Plaza Shopping Center                           8,000,000          7,977,929            0.4%
  61                 2      Jemison Flats                                         8,000,000          7,958,821            0.4%
  62                 2      Windsor Place Apartments                              7,800,000          7,800,000            0.4%
  63                 2      Ridge View Apartments                                 7,700,000          7,700,000            0.4%
  64                 1      222 & 312 Clematis Street                             7,700,000          7,700,000            0.4%
  65                 1      Comfort Suites Innsbrook                              7,600,000          7,589,201            0.4%
  66                 2      Countryside Village Apartments                        7,500,000          7,500,000            0.4%
  67                 1      Holiday Inn Princeton                                 7,500,000          7,470,158            0.4%
  68                 2      Washington Townhomes Apartments                       7,300,000          7,300,000            0.4%
  69                 1      Margarita Promenade                                   7,224,000          7,224,000            0.4%
  70                 2      Indian Wells Apartments                               7,150,000          7,130,870            0.4%
  71                 2      Peppertree Apartments                                 7,050,000          7,035,048            0.4%
  72                 1      Metro Business Park                                   6,900,000          6,900,000            0.4%
  73                 1      1221 Post Road East                                   6,500,000          6,480,136            0.3%
  74                 1      Chester Holiday Inn Express                           6,400,000          6,390,906            0.3%
  75                 1      Magnolia Apartments                                   6,370,000          6,370,000            0.3%
  76                 2      Mission Village                                       6,300,000          6,272,871            0.3%
  77                 1      Dublin Sawmill Center                               $ 6,200,000        $ 6,200,000            0.3%
  78                 2      Pecos Point                                           6,200,000          6,188,149            0.3%
  79                 1      Shaw Business Center                                  6,100,000          6,100,000            0.3%
  80                 1      North Eastwood Shopping Center                        6,100,000          6,086,813            0.3%
  81                 2      Pacific Dunes                                         6,025,000          6,025,000            0.3%
  82                 1      Civista Health Building                               5,900,000          5,900,000            0.3%
  83                 2      Oakwood Apartments                                    5,725,000          5,713,115            0.3%
  84                 2      Chateaux Fall Creek                                   5,680,000          5,680,000            0.3%
  85                 1      Emerald Coast Centre                                  5,700,000          5,661,586            0.3%
  86                 1      Business Park & Willow Creek                          5,550,000          5,550,000            0.3%
  87                 1      National Hwy 54 / Self Storage                        5,250,000          5,250,000            0.3%
  88                 2      Rugby McIntyre Apartments                             5,100,000          5,084,447            0.3%
  89                 1      Apple Valley Estates MHP                              5,100,000          5,084,415            0.3%
  90                 1      Carlsbad Courtyard                                    5,000,000          5,000,000            0.3%
  91                 1      Black Mountain Center                                 5,000,000          4,974,701            0.3%
  92                 2      Renaissance Gardens Apartments                        5,000,000          4,966,641            0.3%
  93                 1      Natividad Office Complex                              4,800,000          4,800,000            0.3%
  94                 1      Floral Park Promenade                                 4,800,000          4,743,657            0.3%
  95                 2      Hunter's Run Apartments                               4,600,000          4,600,000            0.2%
  96                 2      Canyon Pointe Apartments                              4,500,000          4,485,904            0.2%
  97                 1      2150 Point Blvd                                       4,475,000          4,455,136            0.2%
  98                 2      Kimberly Court Apartments                             4,450,000          4,450,000            0.2%
  99                 1      Holiday Inn Gainesville                               4,460,000          4,433,983            0.2%
 100                 2      Mill Valley Apartments                                4,400,000          4,390,747            0.2%
 101                 1      Kerrville Junction Shopping Center                    4,300,000          4,287,762            0.2%
 102                 2      Autry Portfolio - Sangre De Cristo                    4,150,000          4,131,610            0.2%
 103                 1      Walgreens - Rocky Mount, NC                           4,100,000          4,095,596            0.2%
 104                 1      Walgreens - Casper, WY                                4,085,000          4,080,773            0.2%
 105                 1      Annapolis Technology Park-In Line                     4,000,000          3,982,449            0.2%
 106                 1      Walgreens - Greenville (Evans)                        3,980,000          3,975,725            0.2%
 107        C        1      127 West 96th St. Loan 1                              3,000,000          2,479,567            0.1%
 108        C        1      127 West 96th St. Loan 2                              1,500,000          1,449,204            0.1%
 109                 1      Wilshire Westgate Shopping Center                     3,923,506          3,923,506            0.2%
 110                 2      Venezia & Electric Avenue                             3,900,000          3,887,606            0.2%
 111                 2      Shores at Lake Point                                  3,800,000          3,800,000            0.2%
 112                 1      Renaissance Park I                                    3,650,000          3,650,000            0.2%
 113                 1      Robin Hill MHR & RV                                   3,600,000          3,600,000            0.2%
 114                 1      Walgreens - Vernon, CT                                3,600,000          3,596,177            0.2%
 115                 1      17001 Science Drive                                   3,600,000          3,586,827            0.2%
 116                 1      Larchmont Street Retail                               3,600,000          3,585,112            0.2%
 117                 1      Colonial Court                                        3,540,000          3,540,000            0.2%
 118                 2      Marina Apartments Portfolio                           3,500,000          3,500,000            0.2%
 119                 1      West River Crossing                                   3,500,000          3,500,000            0.2%
 120                 2      Rochelle Place                                        3,440,000          3,436,312            0.2%
 121                 1      Walgreens - Apple Valley, CA                          3,412,500          3,408,640            0.2%
 122                 1      Timberstone Center                                    3,400,000          3,390,013            0.2%
 123                 1      Lake Brandon Shopping Center                          3,400,000          3,387,363            0.2%
 124                 1      CVS - Bessemer                                        3,375,000          3,375,000            0.2%
 125                 1      South Melrose Office                                  3,300,000          3,300,000            0.2%
 126                 1      Weinecke Court                                        3,300,000          3,296,158            0.2%
 127                 2      Autry Portfolio - Valley Apartments                   3,250,000          3,235,785            0.2%
 128                 1      Areis Building                                        3,225,000          3,212,474            0.2%
 129                 1      Yarmouth Crossing Retail Center                       3,200,000          3,200,000            0.2%
 130                 1      San Dimas Town Center                                 3,200,000          3,200,000            0.2%
 131                 2      Durrett Village II Apartments                         3,200,000          3,200,000            0.2%
 132                 1      16 Greenmeadow Drive                                  3,200,000          3,187,489            0.2%
 133                 1      Lakeside Center at Maryland Farms                     3,200,000          3,181,384            0.2%
 134                 1      Walgreens - Miami, OK                                 3,128,000          3,124,763            0.2%
 135                 1      Hunter's Retreat Professional Center                  3,030,000          3,030,000            0.2%
 136                 1      Renaissance Retail                                    3,000,000          3,000,000            0.2%
 137                 1      Shawnee Shopping Center                               3,000,000          2,996,956            0.2%
 138                 2      Oak Park Apartments                                   3,000,000          2,992,172            0.2%
 139                 2      Concord Apartments                                    3,000,000          2,990,622            0.2%
 140                 1      Polaris Professional Center                           2,950,000          2,945,873            0.2%
 141                 1      6401-6407 Van Nuys Blvd.                              2,925,000          2,916,282            0.2%
 142                 1      Gallery Park II Office                                3,000,000          3,000,000            0.2%
 143                 1      La Guardia Self Storage                               2,900,000          2,894,234            0.2%
 144                 1      Walgreens - Cable Road                                2,900,000          2,894,031            0.2%
 145                 2      Crystal River                                         2,835,000          2,831,903            0.2%
 146                 1      Mountain Village                                      2,750,000          2,744,972            0.1%
 147                 1      Ft. Dodge Shopping Center                             2,715,000          2,715,000            0.1%
 148                 2      Shaker Hall Apartments                                2,700,000          2,700,000            0.1%
 149                 1      North Village Square                                  2,700,000          2,682,958            0.1%
 150                 1      Walgreens - Lubbock, TX                               2,660,000          2,657,088            0.1%
 151                 1      Walgreens - Long Beach                                2,650,000          2,646,941            0.1%
 152                 2      J Bar J Trailer Ranch                                 2,575,000          2,570,078            0.1%
 153                 1      611 8th Avenue                                        2,500,000          2,490,646            0.1%
 154                 1      Village Shoppes of Lighthouse Point                   2,500,000          2,489,541            0.1%
 155                 2      The Mill MHC                                          2,450,000          2,450,000            0.1%
 156                 2      Autry Portfolio - Mountain View III Apartments      $ 2,465,000        $ 2,448,771            0.1%
 157                 2      Broadway Terrace Apartments                           2,400,000          2,397,395            0.1%
 158                 1      North Canal Plaza                                     2,370,000          2,367,381            0.1%
 159                 1      Spring Plaza Retail Center                            2,350,000          2,342,055            0.1%
 160                 1      Lakefront Professional Building                       2,300,000          2,290,619            0.1%
 161                 1      170-180 West Westfield Avenue                         2,250,000          2,226,133            0.1%
 162                 2      Greenfield Village Apartments                         2,160,000          2,157,667            0.1%
 163                 1      Lake Deer MHP                                         2,100,000          2,091,718            0.1%
 164                 1      Sunburst Florida Keys                                 2,050,000          2,047,760            0.1%
 165                 1      Silver Mill House                                     2,050,000          2,042,763            0.1%
 166                 1      Fed Ex Ground Package                                 2,000,000          2,000,000            0.1%
 167                 2      John's Creek Apartments                               2,000,000          1,994,088            0.1%
 168                 1      Riverview MHP                                         1,950,000          1,944,139            0.1%
 169                 2      Parklee Apartments                                    1,900,000          1,894,060            0.1%
 170                 2      Autry Portfolio - Mountain View II Apartments         1,900,000          1,887,491            0.1%
 171                 1      Berry Hill Shopping Center                            1,850,000          1,838,401            0.1%
 172                 2      Williamsville Village Apartments                      1,800,000          1,800,000            0.1%
 173                 1      Market Square Retail Center                           1,800,000          1,796,775            0.1%
 174                 1      Ronny's MHP & RV Park                                 1,800,000          1,794,922            0.1%
 175                 1      Kingstowne Shops                                      1,800,000          1,794,735            0.1%
 176                 1      Sundown Plaza                                         1,800,000          1,793,617            0.1%
 177                 1      Townwood Mobile Home Park                             1,800,000          1,790,001            0.1%
 178                 1      Saddleview Office Park                                1,750,000          1,739,551            0.1%
 179                 2      The Villa Apartments                                  1,750,000          1,739,069            0.1%
 180                 1      7250 West Cermak                                      1,725,000          1,716,781            0.1%
 181                 1      Dumar Plaza                                           1,700,000          1,696,678            0.1%
 182                 2      Noblesse Oblige Mobile Home Park                      1,700,000          1,689,290            0.1%
 183                 2      Colonial Court Apartments                             1,680,000          1,676,969            0.1%
 184                 1      Mooresville Gateway Trade Court Shoppes               1,600,000          1,600,000            0.1%
 185                 2      Queen Mary Apartments                                 1,600,000          1,600,000            0.1%
 186                 1      310 & 320 Ed Wright Lane                              1,600,000          1,594,415            0.1%
 187                 2      Shangri-La MHP                                        1,650,000          1,517,310            0.1%
 188                 1      Hogan Retail Plaza Center                             1,500,000          1,500,000            0.1%
 189                 2      Memorial Springs Apartments                           1,500,000          1,497,226            0.1%
 190                 1      Reseda Retail Property                                1,500,000          1,495,978            0.1%
 191                 2      Willow Glen Mobile Home Park                          1,500,000          1,493,770            0.1%
 192                 1      Vancouver Mobile Retreat                              1,450,000          1,445,821            0.1%
 193                 2      McKinley Woods Apartments                             1,450,000          1,437,977            0.1%
 194                 1      Annapolis Technology Park-BB&T                        1,440,000          1,433,564            0.1%
 195                 2      Bamboo MHP                                            1,400,000          1,397,324            0.1%
 196                 1      2nd Street Plaza                                      1,400,000          1,397,083            0.1%
 197                 2      Kenny Road Apartments                                 1,400,000          1,395,775            0.1%
 198                 1      Lakes IV Apartments                                   1,360,000          1,357,372            0.1%
 199                 2      Green River MHP                                       1,360,000          1,354,844            0.1%
 200                 1      33 Claroma Street                                     1,650,000          1,351,216            0.1%
 201                 2      Autry Portfolio - Dona Ana I Apts                     1,350,000          1,341,134            0.1%
 202                 2      Durrett Village I Apartments                          1,300,000          1,300,000            0.1%
 203                 2      Homestead Apartments                                  1,295,000          1,291,595            0.1%
 204                 1      South University Center                               1,280,000          1,278,750            0.1%
 205                 1      Shadow Pines MHC                                      1,250,000          1,246,495            0.1%
 206                 1      McDonald Avenue                                       1,215,000          1,213,695            0.1%
 207                 2      Autry Portfolio - Santa Fe Apartments                 1,200,000          1,192,031            0.1%
 208                 1      101 Jupiter Drive East                                1,400,000          1,146,629            0.1%
 209                 2      Holiday Meadows Apartments                            1,100,000          1,096,632            0.1%
 210                 2      South Point Oaks Apartments                           1,100,000          1,094,097            0.1%
 211                 2      Autry Portfolio - Dona Ana II Apartments              1,100,000          1,092,704            0.1%
 212                 1      Dollar Tree Plaza                                     1,050,000          1,050,000            0.1%
 213                 2      Meridian Apartments                                   1,030,000          1,028,167            0.1%
 214                 1      Dyer Blvd Warehouse                                   1,000,000            994,661            0.1%
 215                 1      West Little York Mini Storage                         1,000,000            991,197            0.1%
 216                 2      Hillcrest Apartment Community                           980,000            978,448            0.1%
 217                 1      14-16 E. 17th St.                                     1,100,000            950,925            0.1%
 218                 1      Village Tower Office Building                           950,000            945,273            0.1%
 219                 1      Western Sands                                           925,000            922,556            0.05%
 220                 2      Amber Point Apartments                                  800,000            799,314            0.04%
 221                 2      Minerva MHP                                             800,000            798,618            0.04%
 222                 2      1803 19th St                                            800,000            798,461            0.04%
 223                 1      421 West 57th Street                                    825,000            732,094            0.04%
 224                 1      Tri-County Self Storage                                 712,000            708,649            0.04%
 225                 1      Berry Street Shopping Center                            650,000            646,753            0.03%
 226                 1      3810 Greystone Avenue                                   650,000            520,110            0.03%
 227                 1      31-33 Mercer Street                                     499,000            440,119            0.02%
 228                 2      482 E. 9th Street Brooklyn                              500,000            413,262            0.02%
                                                                            --------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                                                     $ 1,870,658,555    $ 1,866,945,055           100.0%
                                                                            ========================================================
MAXIMUM:                                                                      $ 320,000,000      $ 320,000,000            17.1%
MINIMUM:                                                                          $ 499,000          $ 413,262            0.02%






                                                                                            INITIAL
              ORIGINATION              REMAINING            ORIGINAL        REMAINING      INTEREST
             AMORTIZATION            AMORTIZATION           TERM TO          TERM TO         ONLY    MORTGAGE
                 TERM                    TERM               MATURITY         MATURITY       PERIOD   INTEREST         MONTHLY
  #          (MONTHS) (2)          (MONTHS) (1) (2)       (MONTHS) (2)   (MONTHS) (1) (2)  (MONTHS)    RATE         PAYMENT (3)
  -          ------------          ----------------       ------------   ----------------  --------    ----         -----------

   1              360                     360                 120              120            36      5.767%         $ 1,870,890
   2              360         (7)         360         (7)      84               83            36      5.626%   (7)       398,070 (7)
   3         Interest Only           Interest Only             60               58            60      5.350%             262,175
   4              360         (8)         360         (8)      60               60                    4.446%   (8)       269,071 (8)
   5              360                     357                 120              117                    5.770%             181,536
   6              360                     357                 120              117                    5.770%             101,061
   7              360                     357                 120              117                    5.770%              21,522
   8              360                     358                 120              118                    5.450%             203,276
   9         Interest Only           Interest Only             60               59            60      5.450%             135,840
  10              360                     360                 120              120                    5.910%             166,257
  11         Interest Only           Interest Only             60               58            60      5.290%             122,913
  12              360                     360                 120              118            36      5.550%             151,296
  13              360                     360                 121              119            12      5.490%              39,928
  14              360                     360                 121              119            12      5.490%              99,594
  15              360                     360                 120              120                    5.420%             120,998
  16              360                     359                 120              119                    5.480%             108,775
  17              360                     360                  60               58            24      5.180%             104,918
  18              360                     360                 120              116            36      6.000%             113,915
  19              336                     336                 116              115            20      5.427%             110,101
  20              360                     359                 120              119                    5.450%             101,638
  21              360                     360                 120              117            36      5.560%              99,166
  22              360                     360                 120              118            36      5.550%              98,485
  23         Interest Only           Interest Only             60               60            60      5.040%              71,904
  24         Interest Only           Interest Only             60               59            60      4.940%              70,955
  25              360                     359                 122              121                    5.200%              93,349
  26              360                     359                 120              119                    5.480%              93,705
  27              360                     359                 120              119                    5.370%              90,665
  28              360                     357                 120              117                    5.280%              85,880
  29              360                     359                 120              119                    5.770%              89,774
  30              360                     360                 120              115            24      6.010%              90,029
  31              360                     360                 120              119            36      5.420%              84,417
  32              360                     359                 120              119                    5.340%              83,724
  33              360                     355                 120              115                    5.810%              88,109
  34              360                     360                 123              122             3      5.890%              85,794
  35              351                     350                 111              110                    5.760%              84,429
  36              360                     360                  84               81            24      5.100%              76,665
  37              360                     360                 120              120            36      5.210%              75,588
  38              360                     356                 120              116                    5.790%              73,265
  39              360                     359                 121              120                    5.350%              67,191
  40              360                     357                 120              117                    5.990%              71,869
  41              360                     360                 120              119            24      5.430%              67,186
  42              360                     360                 120              119            24      5.730%              67,291
  43              360                     360                 120              119            24      5.280%              63,856
  44              360                     357                 120              117                    5.520%              64,871
  45         Interest Only           Interest Only             60               60            60      5.215%              47,727
  46              360                     360                 120              119            30      5.344%              58,036
  47              360                     359                 120              119                    5.480%              58,863
  48              360                     359                 120              119                    5.310%              57,399
  49              360                     357                 120              117                    5.480%              57,787
  50         Interest Only           Interest Only             60               56            60      5.590%              47,230
  51              360                     359                 120              119                    5.740%              58,294
  52              360                     355                  84               79                    5.480%              53,821
  53              360                     360                  84               81            24      5.500%              52,804
  54              360                     359                 120              119                    5.510%              52,067
  55              360                     355                 120              115                    5.660%              52,586
  56              360                     359                 120              119                    5.430%              50,706
  57              360                     359                 120              119                    5.387%              49,343
  58              360                     360                 117              117             9      5.571%              49,786
  59              360                     360                 120              118            36      5.550%              47,958
  60              300                     298                 120              118                    5.930%              51,202
  61              360                     356                  60               56                    4.400%              40,061
  62              360                     360                  84               81            36      5.120%              42,446
  63              264                     264                 120              113            12      5.190%              48,976
  64              360                     360                 121              121            24      5.330%              42,902
  65              300                     299                 119              118                    6.100%              49,433
  66              360                     360                 120              116            60      5.830%              44,150
  67              300                     297                 120              117                    6.300%              49,707
  68              360                     360                  84               82            12      5.270%              40,401
  69              360                     360                 120              120                    5.485%              40,949
  70              360                     357                 180              177                    6.270%              44,117
  71              360                     358                 120              118                    5.320%              39,237
  72              360                     360                 120              118            60      5.160%              37,718
  73              360                     357                  84               81                    5.640%              37,479
  74              300                     299                 119              118                    6.100%              41,627
  75              360                     360                 120              117            24      6.200%              39,014
  76              360                     356                  60               56                    5.270%              34,867
  77              360                     360                 120              117            24      5.870%            $ 36,656
  78              360                     358                  84               82                    5.800%              36,379
  79              360                     360                 120              114            24      6.000%              36,573
  80              360                     358                  84               82                    5.230%              33,609
  81              360                     360                 120              120                    5.335%              33,588
  82              240                     240                 120              120                    5.700%              41,255
  83              360                     358                 120              118                    5.420%              32,219
  84              360                     360                 120              120                    5.320%              31,612
  85              264                     260                 264              260                    6.300%              39,952
  86              360                     360                 120              120                    5.440%              31,304
  87              360                     360                 120              119            24      5.740%              30,604
  88              360                     357                 120              117                    5.650%              29,439
  89              360                     357                 120              117                    5.640%              29,407
  90              360                     360                 120              120                    5.725%              29,099
  91              360                     355                 120              115                    5.500%              28,389
  92              324                     318                  84               78                    6.270%              32,047
  93              360                     360                 120              117            24      5.660%              27,738
  94              360                     347                 120              107                    6.220%              29,461
  95              360                     360                 120              117            12      5.860%              27,167
  96              360                     357                 120              117                    5.520%              25,607
  97              360                     355                 120              115                    6.080%              27,060
  98              360                     360                 120              118            36      5.550%              25,406
  99              240                     237                  60               57                    6.680%              33,727
 100              360                     358                 120              118                    5.360%              24,598
 101              360                     357                 120              117                    5.980%              25,725
 102              300                     297                 120              117                    5.650%              25,858
 103              360                     359                 120              119                    5.600%              23,537
 104              360                     359                 120              119                    5.797%              23,961
 105              360                     355                 120              115                    6.130%              24,317
 106              360                     359                 120              119                    5.600%              22,848
 107              240                     168                 240              168                    6.850%              22,990
 108              300                     275                 120               95                    6.850%              10,459
 109              352                     352                 112              112                    5.519%              22,524
 110              360                     357                 120              117                    5.450%              22,022
 111              360                     360                 120              120                    5.650%              21,935
 112              360                     360                 120              116            36      5.660%              21,092
 113              348                     348                  60               60            24      5.200%              20,053
 114              360                     359                 120              119                    5.661%              20,806
 115              360                     356                 120              116                    6.020%              21,630
 116              360                     356                 120              116                    5.460%              20,350
 117              360                     360                 120              120                    5.520%              20,144
 118              240                     240                 240              240                    5.780%              24,633
 119         Interest Only           Interest Only             84               83            84      4.880%              14,233
 120              360                     359                 120              119                    5.610%              19,770
 121              360                     359                 120              119                    5.325%              19,003
 122              360                     357                 119              116                    5.830%              20,015
 123              360                     356                 120              116                    5.950%              20,276
 124              360                     360                 121              121             1      5.500%              19,163
 125              360                     360                 120              120                    5.390%              18,510
 126              360                     359                  60               59                    5.170%              18,060
 127              300                     297                 120              117                    5.730%              20,407
 128              360                     356                  84               80                    5.750%              18,820
 129              360                     360                 120              117            12      6.030%              19,247
 130              360                     360                 120              120                    5.570%              18,310
 131              360                     360                 120              120                    6.110%              19,413
 132              360                     356                 120              116                    5.720%              18,613
 133              360                     354                 120              114                    5.780%              18,735
 134              360                     359                 120              119                    5.797%              18,348
 135              360                     360                 120              120                    5.590%              17,375
 136              360                     360                 120              117            84      5.550%              17,128
 137              360                     359                 120              119                    5.900%              17,794
 138              300                     298                 120              118                    6.250%              19,790
 139              360                     357                 120              117                    5.530%              17,090
 140              300                     299                 120              119                    6.200%              19,369
 141              360                     357                 120              117                    5.760%              17,088
 142              360                     360                 121              121             1      5.799%              17,601
 143              360                     358                 120              118                    5.620%              16,685
 144              360                     358                 120              118                    5.460%              16,393
 145              360                     359                 120              119                    5.510%              16,115
 146              360                     358                 120              118                    6.000%              16,488
 147              360                     360                 120              120                    5.900%              16,104
 148              360                     360                 120              117            36      5.390%              15,144
 149              360                     353                 120              113                    6.059%              16,290
 150              360                     359                 120              119                    5.500%              15,103
 151              360                     359                 120              119                    5.216%              14,578
 152              360                     358                 120              118                    5.800%              15,109
 153              360                     356                 120              116                    5.920%              14,860
 154              300                     297                 120              117                    6.000%              16,108
 155              300                     300                 120              120                    5.527%              15,085
 156              240                     237                 120              117                    5.720%            $ 17,264
 157              360                     359                 120              119                    5.545%              13,695
 158              360                     359                 120              119                    5.450%              13,382
 159              360                     356                 120              116                    6.370%              14,653
 160              360                     355                 120              115                    6.440%              14,447
 161              300                     292                 120              112                    6.250%              14,843
 162              360                     359                 120              119                    5.570%              12,359
 163              360                     356                  60               56                    5.680%              12,162
 164              360                     359                 120              119                    5.510%              11,653
 165              360                     356                 120              116                    6.180%              12,529
 166              360                     360                 121              121             1      5.096%              10,854
 167              360                     357                 120              117                    5.800%              11,735
 168              360                     357                 120              117                    5.720%              11,343
 169              360                     357                 120              117                    5.530%              10,824
 170              240                     237                 120              117                    5.720%              13,307
 171              336                     330                  60               54                    6.170%              11,579
 172              360                     360                  60               58            18      5.270%               9,962
 173              360                     358                 120              118                    6.090%              10,896
 174              300                     298                 120              118                    5.800%              11,378
 175              360                     357                 120              117                    5.850%              10,619
 176              360                     356                 120              116                    6.160%              10,978
 177              360                     354                 120              114                    5.990%              10,780
 178              360                     353                 120              113                    6.300%              10,832
 179              300                     295                 120              115                    6.460%              11,772
 180              360                     355                 120              115                    5.770%              10,089
 181              360                     358                 120              118                    5.700%               9,867
 182              360                     354                 120              114                    5.410%               9,557
 183              360                     358                 120              118                    6.060%              10,137
 184              360                     360                 120              120                    5.233%               8,818
 185              360                     360                 120              120                    5.110%               8,697
 186              360                     356                 120              116                    6.230%               9,831
 187              360                     287                 120               47                    6.520%              10,451
 188              360                     360                 120              120                    5.090%               8,135
 189              360                     358                 120              118                    5.950%               8,945
 190              360                     357                 120              117                    6.260%               9,246
 191              360                     356                 120              116                    5.440%               8,460
 192              360                     357                 120              117                    5.920%               8,619
 193              360                     351                 120              111                    6.000%               8,693
 194              360                     355                 120              115                    6.050%               8,680
 195              360                     358                 120              118                    5.800%               8,215
 196              240                     239                 240              239                    6.320%              10,290
 197              360                     357                 120              117                    5.700%               8,126
 198              360                     358                 120              118                    5.750%               7,937
 199              360                     356                  84               80                    5.860%               8,032
 200              240                     165                 240              165                    6.930%              12,723
 201              240                     237                 120              117                    5.740%               9,470
 202              240                     240                 120              120                    5.900%               9,239
 203              360                     357                 120              117                    6.350%               8,058
 204              360                     359                 120              119                    6.100%               7,757
 205              360                     357                 120              117                    6.050%               7,535
 206              360                     359                 121              120                    5.600%               6,975
 207              240                     237                 120              117                    5.650%               8,357
 208              240                     166                 240              166                    6.750%              10,645
 209              360                     357                 120              117                    5.630%               6,336
 210              300                     296                 120              116                    6.120%               7,168
 211              240                     237                 120              117                    5.660%               7,667
 212              360                     360                 120              117            24      5.750%               6,128
 213              360                     358                 120              118                    6.120%               6,255
 214              300                     296                  60               56                    6.150%               6,535
 215              300                     294                  60               54                    5.626%               6,216
 216              300                     299                 120              119                    5.390%               5,954
 217              264                     195                 264              195                    7.000%               8,178
 218              300                     296                 120              116                    6.550%               6,444
 219              300                     298                 120              118                    6.180%               6,062
 220              360                     359                 180              179                    6.770%               5,199
 221              360                     358                 120              118                    6.250%               4,926
 222              360                     358                  60               58                    5.770%               4,679
 223              300                     211                 300              211                    8.980%               6,912
 224              300                     296                 120              116                    6.860%               4,969
 225              360                     354                 120              114                    6.460%               4,091
 226              240                     150                 240              150                    8.500%               5,641
 227              300                     220                 300              220                    7.490%               3,684
 228              240                     168                 240              168                    6.850%               3,832
          --------------------------------------------------------------------------------------------------------------------------
                  354                     353                 110              108                    5.585%        $ 10,608,936
          ==========================================================================================================================
                  360                     360                 300              260                    8.980%         $ 1,870,890







                    FIRST
                   PAYMENT               MATURITY                                  PREPAYMENT PROVISION                 DEFEASANCE
  #                 DATE                   DATE                  ARD (4)           AS OF ORIGINATION (5)                OPTION (6)
  -                 ----                   ----                  -------           ---------------------                ----------

   1              1/11/2005             12/11/2014                                 Lock/116_0.0%/4                          Yes
   2             12/11/2004             11/11/2011                                 Lock/80_0.0%/4                           Yes
   3             11/11/2004             10/11/2034             10/11/2009          Lock/55_0.0%/5                           Yes
   4              1/1/2005              12/1/2009                                  Lock/56_0.0%/4                           Yes
   5             10/11/2004             9/11/2014                                  Lock/108_1.0%/9_0.0%/3                   Yes
   6             10/11/2004             9/11/2014                                  Lock/108_1.0%/9_0.0%/3                   Yes
   7             10/11/2004             9/11/2014                                  Lock/108_1.0%/9_0.0%/3                   Yes
   8              11/1/2004             10/1/2034               10/1/2014          Lock/116_0.0%/4                          Yes
   9             12/11/2004             11/11/2034             11/11/2009          Lock/55_0.0%/5                           Yes
  10              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
  11             11/11/2004             10/11/2034             10/11/2009          Lock/55_0.0%/5                           Yes
  12              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
  13             11/11/2004             11/11/2014                                 Lock/118_0.0%/3                          Yes
  14             11/11/2004             11/11/2014                                 Lock/118_0.0%/3                          Yes
  15              1/1/2005              12/1/2014                                  Lock/119_0.0%/1                          Yes
  16              12/1/2004             11/1/2014                                  Lock/116_0.0%/4                          Yes
  17             11/11/2004             10/11/2009                                 YM1/56_0.0%/4                            No
  18              9/11/2004             8/11/2014                                  Lock/116_0.0%/4                          Yes
  19              12/1/2004              7/1/2014                                  Lock/113_0.0%/3                          Yes
  20              12/1/2004             11/1/2034               11/1/2014          Lock/116_0.0%/4                          Yes
  21             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  22              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
  23              1/1/2005              12/1/2009                                  Lock/24_YM1/32_0.0%/4                    No
  24             12/11/2004             11/11/2009                                 Lock/56_0.0%/4                           Yes
  25             12/11/2004             1/11/2015                                  Lock/119_0.0%/3                          Yes
  26              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  27             12/11/2004             11/11/2014                                 Lock/117_0.0%/3                          Yes
  28             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  29              12/1/2004             11/1/2034               11/1/2014          Lock/116_0.0%/4                          Yes
  30              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
  31              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  32             12/11/2004             11/11/2014                                 Lock/117_0.0%/3                          Yes
  33              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
  34              12/1/2004              1/1/2019               2/1/2015           Lock/120_0.0%/3                          Yes
  35              12/1/2004              2/1/2034               2/1/2014           Lock/107_0.0%/4                          Yes
  36             10/11/2004             9/11/2011                                  Lock/78_0.0%/6                           Yes
  37              1/11/2005             12/11/2014                                 Lock/117_0.0%/3                          Yes
  38              9/11/2004             8/11/2014                                  Lock/117_0.0%/3                          Yes
  39             12/11/2004             12/11/2014                                 Lock/118_0.0%/3                          Yes
  40             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  41              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  42              12/1/2004             11/1/2014                                  YM1/115_0.0%/5                           No
  43              12/1/2004             11/1/2014                                  Lock/116_0.0%/4                          Yes
  44             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  45              1/1/2005              12/1/2009                                  YM1/56_0.0%/4                            No
  46              12/1/2004             11/1/2014                                  Lock/114_0.0%/6                          Yes
  47              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  48             12/11/2004             11/11/2014                                 Lock/117_0.0%/3                          Yes
  49             10/11/2004             9/11/2014                                  Lock/116_0.0%/4                          Yes
  50              9/11/2004             8/11/2009                                  Lock/57_0.0%/3                           Yes
  51              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  52              8/11/2004             7/11/2011                                  Lock/61_2.0%/11_1.0%/9_0.0%/3            Yes
  53             10/11/2004             9/11/2011                                  Lock/81_0.0%/3                           Yes
  54              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  55              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
  56              12/1/2004             11/1/2014                                  Lock/119_0.0%/1                          Yes
  57              12/1/2004             11/1/2014                                  YM1/116_0.0%/4                           No
  58              1/1/2005               9/1/2014                                  Lock/114_0.0%/3                          Yes
  59              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
  60             11/11/2004             10/11/2029             10/11/2014          Lock/116_0.0%/4                          Yes
  61              9/11/2004             8/11/2009                                  Lock/57_0.0%/3                           Yes
  62             10/11/2004             9/11/2011                                  Lock/81_0.0%/3                           Yes
  63              6/11/2004             5/11/2014                                  Lock/117_0.0%/3                          Yes
  64              1/1/2005               1/1/2015                                  Lock/118_0.0%/3                          Yes
  65             12/11/2004             10/11/2014                                 Lock/115_0.0%/4                          Yes
  66              9/11/2004             8/11/2014                                  Lock/114_0.0%/6                          Yes
  67             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  68              11/1/2004             10/1/2011                                  Lock/81_0.0%/3                           Yes
  69              1/1/2005              12/1/2014                                  Lock/115_0.0%/5                          Yes
  70             10/11/2004             9/11/2019                                  Lock/177_0.0%/3                          Yes
  71             11/11/2004             10/11/2014                                 Lock/117_0.0%/3                          Yes
  72             11/11/2004             10/11/2014                                 Lock/117_0.0%/3                          Yes
  73             10/11/2004             9/11/2011                                  Lock/61_2.0%/11_1.0%/9_0.0%/3            Yes
  74             12/11/2004             10/11/2014                                 Lock/115_0.0%/4                          Yes
  75             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  76              9/11/2004             8/11/2009                                  Lock/53_0.0%/7                           Yes
  77             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  78              11/1/2004             10/1/2011                                  Lock/81_0.0%/3                           Yes
  79              7/11/2004             6/11/2014                                  Lock/117_0.0%/3                          Yes
  80              11/1/2004             10/1/2034               10/1/2011          Lock/80_0.0%/4                           Yes
  81              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
  82              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
  83             11/11/2004             10/11/2014                                 Lock/117_0.0%/3                          Yes
  84              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
  85              9/11/2004             8/11/2026                                  Lock/240_0.0%/24                         Yes
  86              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
  87              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
  88             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  89              10/1/2004              9/1/2014                                  Lock/117_0.0%/3                          Yes
  90              1/1/2005              12/1/2014                                  Lock/114_0.0%/6                          Yes
  91              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
  92              7/11/2004             6/11/2011                                  Lock/60_0.0%/24                          Yes
  93              10/1/2004              9/1/2014                                  Lock/117_0.0%/3                          Yes
  94             12/11/2003             11/11/2013                                 Lock/116_0.0%/4                          Yes
  95             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  96             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
  97              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
  98              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
  99             10/11/2004             9/11/2009                                  Lock/57_0.0%/3                           Yes
 100             11/11/2004             10/11/2014                                 Lock/117_0.0%/3                          Yes
 101             10/11/2004             9/11/2014                                  Lock/117_0%/3                            Yes
 102             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 103              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 104              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 105              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
 106              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 107              1/1/1999              12/1/2018                                  FOOTNOTE (9)                             No
 108              12/1/2002             11/1/2012                                  YM/118_0.0%/2                            No
 109              1/1/2005               4/1/2014                                  Lock/109_0.0%/3                          Yes
 110             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 111              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 112              9/11/2004             8/11/2014                                  Lock/40_YM1/79_0.0%/1                    No
 113              1/1/2005              12/1/2009                                  Lock/57_0.0%/3                           Yes
 114              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 115              9/11/2004             8/11/2014                                  Lock/117_0.0%/3                          Yes
 116              9/11/2004             8/11/2014                                  Lock/113_0.0%/7                          Yes
 117              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 118              1/1/2005              12/1/2024                                  Lock/237_0.0%/3                          Yes
 119              12/1/2004             11/1/2011                                  Lock/23_YM1/57_0.0%/4                    No
 120             12/11/2004             11/11/2014                                 Lock/113_0.0%/7                          Yes
 121              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 122             10/11/2004             8/11/2014                                  Lock/116_0.0%/3                          Yes
 123              9/11/2004             8/11/2014                                  Lock/117_0.0%/3                          Yes
 124              1/1/2005               1/1/2015                                  Lock/118_0.0%/3                          Yes
 125              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 126              12/1/2004             11/1/2009                                  Lock/57_0.0%/3                           Yes
 127             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 128              9/11/2004             8/11/2011                                  Lock/77_0.0%/7                           Yes
 129             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
 130              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 131              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 132              9/11/2004             8/11/2014                                  Lock/117_0.0%/3                          Yes
 133              7/11/2004             6/11/2014                                  Lock/117_0.0%/3                          Yes
 134              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 135              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 136             10/11/2004             9/11/2014                                  Lock/117_0.0%/3                          Yes
 137              12/1/2004             11/1/2014                                  YM1/116_0.0%/4                           No
 138              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
 139             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 140              12/1/2004             11/1/2014                                  Lock/60_YM1/57_0.0%/3                    No
 141             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 142              1/1/2005               1/1/2015                                  Lock/118_0.0%/3                          Yes
 143              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
 144              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
 145              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 146             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 147              1/1/2005              12/1/2014                                  YM1/116_0.0%/4                           No
 148             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 149              6/1/2004               5/1/2014                                  Lock/117_0.0%/3                          Yes
 150              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 151              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 152             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 153              9/11/2004             8/11/2014                                  Lock/116_0.0%/4                          Yes
 154             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 155              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 156             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 157              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 158              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 159              9/11/2004             8/11/2034               8/11/2014          Lock/113_0.0%/7                          Yes
 160              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
 161              5/11/2004             4/11/2014                                  Lock/113_0.0%/7                          Yes
 162             12/11/2004             11/11/2014                                 Lock/113_0.0%/7                          Yes
 163              9/11/2004             8/11/2009                                  Lock/53_0.0%/7                           Yes
 164              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 165              9/11/2004             8/11/2014                                  Lock/117_0.0%/3                          Yes
 166              1/1/2005               1/1/2015                                  Lock/118_0.0%/3                          Yes
 167             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 168             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 169             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 170             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 171              7/11/2004             6/11/2009                                  Lock/57_0.0%/3                           Yes
 172             11/11/2004             10/11/2009                                 Lock/53_0.0%/7                           Yes
 173             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 174             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 175             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 176              9/11/2004             8/11/2014                                  Lock/36_YM1/81_0.0%/3                    No
 177              7/11/2004             6/11/2014                                  Lock/117_0.0%/3                          Yes
 178              6/11/2004             5/11/2014                                  Lock/117_0.0%/3                          Yes
 179              8/1/2004               7/1/2014                                  Lock/117_0.0%/3                          Yes
 180              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
 181             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 182              7/11/2004             6/11/2014                                  Lock/117_0.0%/3                          Yes
 183             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 184              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 185              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 186              9/11/2004             8/11/2014                                  Lock/113_0.0%/7                          Yes
 187              12/1/1998             11/1/2008                                  Lock/23_YM1/94_0.0%/3                    No
 188              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 189             11/11/2004             10/11/2014                                 Lock/36_YM1/81_0.0%/3                    No
 190             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 191              9/11/2004             8/11/2014                                  Lock/113_0.0%/7                          Yes
 192             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 193              4/11/2004             3/11/2014                                  Lock/113_0.0%/7                          Yes
 194              8/11/2004             7/11/2014                                  Lock/117_0.0%/3                          Yes
 195             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 196             12/11/2004             11/11/2024                                 Lock/233_0.0%/7                          Yes
 197             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 198              11/1/2004             10/1/2014                                  Lock/117_0.0%/3                          Yes
 199              9/11/2004             8/11/2011                                  Lock/77_0.0%/7                           Yes
 200              10/1/1998              9/1/2018                                  FOOTNOTE (10)                            No
 201             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 202              1/1/2005              12/1/2014                                  Lock/117_0.0%/3                          Yes
 203             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 204              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 205             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 206             12/11/2004             12/11/2014                                 Lock/114_0.0%/7                          Yes
 207             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 208              11/1/1998             10/1/2018                                  Lock/23_YM1/211_0.0%/6                   No
 209             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 210              9/11/2004             8/11/2014                                  Lock/117_0.0%/3                          Yes
 211             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 212             10/11/2004             9/11/2014                                  Lock/113_0.0%/7                          Yes
 213             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 214              9/11/2004             8/11/2009                                  Lock/53_0.0%/7                           Yes
 215              7/1/2004               6/1/2009                                  Lock/57_0.0%/3                           Yes
 216              12/1/2004             11/1/2014                                  Lock/117_0.0%/3                          Yes
 217              4/1/1999               3/1/2021                                  YM/261_0.0%/3                            No
 218              9/11/2004             8/11/2014                                  Lock/114_0.0%/6                          Yes
 219             11/11/2004             10/11/2014                                 Lock/113_0.0%/7                          Yes
 220              12/1/2004             11/1/2019                                  Lock/177_0.0%/3                          Yes
 221             11/11/2004             10/11/2014                                 Lock/38_YM1/79_0.0%/3                    No
 222             11/11/2004             10/11/2009                                 Lock/38_YM1/19_0.0%/3                    No
 223              8/1/1997               7/1/2022                                  YM/297_0.0%/3                            No
 224              9/11/2004             8/11/2014                                  Lock/113_0.0%/7                          Yes
 225              7/11/2004             6/11/2014                                  Lock/117_0.0%/3                          Yes
 226              7/1/1997               6/1/2017                                  YM/238_0.0%/2                            No
 227              5/1/1998               4/1/2023                                  YM/295_0.0%/5                            No
 228              1/1/1999              12/1/2018                                  Lock/11_YM/228_0.0%/1                    No
               ----------------------------------------
                  11/6/2004             7/14/2016
               ========================================
                  1/11/2005             11/11/2034
                   7/1/1997              11/1/2008


(A)  The underlying mortgage loans secured by BECO park at forbes center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     brit iii are cross-defaulted and cross-collateralized.
(B)  The underlying mortgage loans secured by Valwood Building 37 and Valwood
     Industrial Portfolio are cross-defaulted and cross-collateralized.
(C)  The underlying mortgage loans secured by 127 West 96th St. Loan 1 and 127
     West 96th. St. Loan 2 are cross-defaulted.
(1)  Based on a Cut-off date in December 2004.
(2)  At maturity with respect to Balloon Loans or at the anticipated repayment
     date in the case of ARD Loans.
(3)  For Mortgage Loans classified as Interest Only, the monthly payment
     represents the average of one full year of Interest payments.
(4)  Anticipated Repayment Date.
(5)  Prepayment provision as of origination:
     Lock/(x) = Lockout pr defeasance for (x) payments
     Yma/(y) = Greater of yield maintenance premium and a% prepayment for (y)
               payments
     A%/(y) = A% prepayment for (y) payments
     0.0%/(Z) = Prepayable at par for (z) payments
(6)  "Yes" means that defeasance is permitted notwithstanding the lockout
     period.
(7)  The amortization on the 275 Madison Avenue Loan is based on a schedule
     generated by using a 6.3800% interest rate, which amortization is paid pro
     rata to the A-note and the Mezzanine Loan. The 275 Madison Avenue Loan and
     the 275 Madison Avenue Mezzanine Loan have an interest rate of 5.6264789%
     and 11.7300%, respectively, for a weighted average interest rate of
     6.3800%. The monthly payment shown represents the average monthly payment
     for the a-note over the first twelve months of the loan term.
(8)  the Amortization on the Eastgate Mall Loan is based on a schedule generated
     by using a 4.5500% Interest Rate, which Amortization is paid pro rata to
     the A-note and the B-note. the Eastgate Mall Loan and Eastgate Mall B-1
     Note Companion Loan have an Interest Rate of 4.446078% and 6.1220%,
     respectively, for a Weighted Average Interest Rate of 4.5500%. the Monthly
     Payment shown represents the Average Monthly Payment for the A-note over
     the first twelve months of the Loan Term.
(9)  Ym/119_5.0%/12_4.5%/12_4.0%/12_3.5%/12_3.0%/12_2.5%/12_2.0%/12_1.5%/
     12_1.0%/12_0.5%/9_0.0%/4
(10) Ym1/179_5.0%/12_4.0%/12_3.0%/12_2.0%/12_1.0%/10_0.0%/3



                      ADDITIONAL MORTGAGE LOAN INFORMATION



                                                                                         CUT-OFF DATE
                       LOAN                                                               PRINCIPAL              APPRAISED
  #       CROSSED      GROUP     LOAN NAME                                               BALANCE (1)               VALUE
  -       -------      -----     ---------                                               -----------               -----

   1                     1       Time Warner Retail                                     $ 320,000,000         $ 455,000,000
   2                     1       275 Madison Avenue                                        71,000,000            97,000,000
   3                     1       AT&T Consumer Services Headquarters                       58,000,000            77,000,000
   4                     1       Eastgate Mall                                             53,700,000            85,000,000
   5         A           1       BECO Park at Forbes Center  - BRIT I                      30,947,673            38,800,000
   6         A           1       BECO Park at Forbes Center - BRIT III                     17,228,601            21,600,000
   7         A           1       BECO Park at Forbes Center - BRIT II                       3,669,054             6,300,000
   8                     1       Orangefair Marketplace Shopping Center                    35,925,742            40,500,000 (6)
   9                     1       Pershing Park Plaza                                       29,500,000            42,000,000
  10                     1       Shoppes of Paradise Isle Shopping Center                  28,000,000            35,000,000 (7)
  11                     1       1300 Parkwood Office Building                             27,500,000            40,000,000
  12                     2       River Road Apartments                                     26,500,000            34,000,000
  13         B           1       Valwood Building 37                                        7,040,000             8,800,000
  14         B           1       Valwood Industrial Portfolio                              17,560,000            22,100,000
  15                     1       City Centre Place                                         21,500,000            29,000,000
  16                     2       Villas at D'Andrea                                        19,178,905            24,500,000
  17                     1       5000 Shoreline Court                                      19,150,000            28,500,000
  18                     1       71-77 Summer Street and 184 High Street                   19,000,000            23,800,000
  19                     2       Town Hall Terrace                                         19,000,000            25,730,000
  20                     1       Dekalb County Shopping Center                             17,980,112            22,525,000
  21                     1       Greendale Centre Shopping Center                          17,350,000            21,700,000
  22                     1       Spinnaker Court Apartments                                17,250,000            22,200,000
  23                     1       Pleasant Hill Square                                      17,120,000            39,600,000
  24                     2       Estates at Charlotte - 1420 Magnolia                      17,000,000            21,610,000
  25                     2       Kingwood Lakes Apartments                                 16,980,318            22,450,000
  26                     1       Sunshine Key                                              16,521,828            20,700,000
  27                     1       Vallejo Plaza                                             16,181,830            22,700,000
  28                     1       Buckhead Pavilion                                         15,449,008            25,800,000
  29                     1       Clifty Crossing                                           15,334,034            17,700,000
  30                     1       Promenade Shopping Center                                 15,000,000            20,500,000
  31                     2       Sanctuary of Woodshire                                    15,000,000            20,650,000
  32                     2       Medical Center Apartments                                 14,993,070            18,800,000
  33                     1       Commercial Street Business Center                         14,929,177            27,900,000
  34                     1       FedEx - Midway                                            14,480,000            20,125,000
  35                     1       Market Place at Concord Mills                             14,298,026            19,410,000
  36                     2       Parkside Apartments                                       14,120,000            18,075,000
  37                     2       Midtown Terrace Apartments                                13,750,000            17,800,000
  38                     1       Brettwood Village                                         12,451,872            15,700,000
  39                     2       Cross Creek Apartments                                    12,018,954            15,350,000
  40                     1       Bowles Avenue Marketplace                                 11,965,918            18,800,000
  41                     1       Brunswick Plaza West                                      11,925,000            15,100,000
  42                     1       Stevens Creek Office Center                               11,556,000            15,760,000
  43                     1       Valley North Center                                       11,525,000            15,000,000
  44                     2       Commons on Edgebrook Apartments                           11,364,289            16,775,000
  45                     1       Mansfield Towne Crossing                                  10,982,300            19,150,000
  46                     2       Campus View Apts                                          10,400,000            16,400,000
  47                     1       Sunburst North Ft. Myers                                  10,378,585            13,160,000
  48                     2       Celeron Square Apartments                                 10,313,289            14,300,000
  49                     1       Scottsdale Renaissance                                    10,167,785            15,700,000
  50                     1       Perimeter Center                                          10,000,000            12,700,000
  51                     1       Warner View Corporate Center                               9,989,540            12,500,000
  52                     1       The Atrium at Fairfield                                    9,451,719            12,000,000
  53                     2       Hyperion Apartments                                        9,300,000            11,800,000
  54                     1       Silver Dollar                                              9,149,993            11,460,000
  55                     1       Greenbrier Plaza                                           9,055,561            12,600,000
  56                     2       Campus Village                                             8,990,019            11,200,000
  57                     1       Sorrento Research Facility                                 8,790,161            12,900,000
  58                     2       Blackthorn Apartments                                      8,700,000            11,800,000
  59                     2       Meridian Court South Apartments                            8,400,000            11,000,000
  60                     1       Riggs Plaza Shopping Center                                7,977,929            10,600,000
  61                     2       Jemison Flats                                              7,958,821            10,300,000
  62                     2       Windsor Place Apartments                                   7,800,000             9,750,000
  63                     2       Ridge View Apartments                                      7,700,000            11,550,000
  64                     1       222 & 312 Clematis Street                                  7,700,000             9,650,000
  65                     1       Comfort Suites Innsbrook                                 $ 7,589,201          $ 11,000,000
  66                     2       Countryside Village Apartments                             7,500,000            12,700,000
  67                     1       Holiday Inn Princeton                                      7,470,158            13,300,000
  68                     2       Washington Townhomes Apartments                            7,300,000             9,340,000
  69                     1       Margarita Promenade                                        7,224,000            11,800,000
  70                     2       Indian Wells Apartments                                    7,130,870            10,200,000
  71                     2       Peppertree Apartments                                      7,035,048             9,350,000
  72                     1       Metro Business Park                                        6,900,000            13,330,000
  73                     1       1221 Post Road East                                        6,480,136             8,800,000
  74                     1       Chester Holiday Inn Express                                6,390,906             9,300,000
  75                     1       Magnolia Apartments                                        6,370,000             8,500,000
  76                     2       Mission Village                                            6,272,871             7,900,000
  77                     1       Dublin Sawmill Center                                      6,200,000             8,000,000
  78                     2       Pecos Point                                                6,188,149             7,800,000
  79                     1       Shaw Business Center                                       6,100,000            11,400,000
  80                     1       North Eastwood Shopping Center                             6,086,813             8,300,000
  81                     2       Pacific Dunes                                              6,025,000             7,700,000
  82                     1       Civista Health Building                                    5,900,000             8,150,000
  83                     2       Oakwood Apartments                                         5,713,115             7,500,000
  84                     2       Chateaux Fall Creek                                        5,680,000             7,400,000
  85                     1       Emerald Coast Centre                                       5,661,586             7,300,000
  86                     1       Business Park & Willow Creek                               5,550,000             7,500,000
  87                     1       National Hwy 54 / Self Storage                             5,250,000             7,000,000
  88                     2       Rugby McIntyre Apartments                                  5,084,447             7,200,000
  89                     1       Apple Valley Estates MHP                                   5,084,415             6,775,000
  90                     1       Carlsbad Courtyard                                         5,000,000             6,700,000
  91                     1       Black Mountain Center                                      4,974,701             7,700,000
  92                     2       Renaissance Gardens Apartments                             4,966,641             6,800,000
  93                     1       Natividad Office Complex                                   4,800,000             6,450,000
  94                     1       Floral Park Promenade                                      4,743,657             8,400,000
  95                     2       Hunter's Run Apartments                                    4,600,000             5,900,000
  96                     2       Canyon Pointe Apartments                                   4,485,904             7,000,000
  97                     1       2150 Point Blvd                                            4,455,136             5,900,000
  98                     2       Kimberly Court Apartments                                  4,450,000             6,000,000
  99                     1       Holiday Inn Gainesville                                    4,433,983             6,450,000
 100                     2       Mill Valley Apartments                                     4,390,747             5,800,000
 101                     1       Kerrville Junction Shopping Center                         4,287,762             5,500,000
 102                     2       Autry Portfolio - Sangre De Cristo                         4,131,610             6,900,000
 103                     1       Walgreens - Rocky Mount, NC                                4,095,596             5,500,000
 104                     1       Walgreens - Casper, WY                                     4,080,773             5,400,000
 105                     1       Annapolis Technology Park-In Line                          3,982,449             5,300,000
 106                     1       Walgreens - Greenville (Evans)                             3,975,725             5,340,000
 107         C           1       127 West 96th St. Loan 1                                   2,479,567            37,800,000
 108         C           1       127 West 96th St. Loan 2                                   1,449,204                   N/A
 109                     1       Wilshire Westgate Shopping Center                          3,923,506             5,800,000
 110                     2       Venezia & Electric Avenue                                  3,887,606             6,400,000
 111                     2       Shores at Lake Point                                       3,800,000            10,800,000
 112                     1       Renaissance Park I                                         3,650,000             4,700,000
 113                     1       Robin Hill MHR & RV                                        3,600,000             5,000,000
 114                     1       Walgreens - Vernon, CT                                     3,596,177             5,100,000
 115                     1       17001 Science Drive                                        3,586,827             4,500,000
 116                     1       Larchmont Street Retail                                    3,585,112             8,200,000
 117                     1       Colonial Court                                             3,540,000             4,450,000
 118                     2       Marina Apartments Portfolio                                3,500,000             8,890,000
 119                     1       West River Crossing                                        3,500,000             7,000,000
 120                     2       Rochelle Place                                             3,436,312             4,315,000
 121                     1       Walgreens - Apple Valley, CA                               3,408,640             4,775,000
 122                     1       Timberstone Center                                         3,390,013             4,300,000
 123                     1       Lake Brandon Shopping Center                               3,387,363             4,350,000
 124                     1       CVS - Bessemer                                             3,375,000             4,500,000
 125                     1       South Melrose Office                                       3,300,000             4,400,000
 126                     1       Weinecke Court                                             3,296,158             5,250,000
 127                     2       Autry Portfolio - Valley Apartments                        3,235,785             4,900,000
 128                     1       Areis Building                                             3,212,474             4,325,000
 129                     1       Yarmouth Crossing Retail Center                          $ 3,200,000           $ 4,000,000
 130                     1       San Dimas Town Center                                      3,200,000             4,920,000
 131                     2       Durrett Village II Apartments                              3,200,000             4,200,000
 132                     1       16 Greenmeadow Drive                                       3,187,489             4,400,000
 133                     1       Lakeside Center at Maryland Farms                          3,181,384             4,185,000
 134                     1       Walgreens - Miami, OK                                      3,124,763             4,150,000
 135                     1       Hunter's Retreat Professional Center                       3,030,000             4,200,000
 136                     1       Renaissance Retail                                         3,000,000             6,800,000
 137                     1       Shawnee Shopping Center                                    2,996,956             3,700,000
 138                     2       Oak Park Apartments                                        2,992,172             3,800,000
 139                     2       Concord Apartments                                         2,990,622             4,200,000
 140                     1       Polaris Professional Center                                2,945,873             4,400,000
 141                     1       6401-6407 Van Nuys Blvd.                                   2,916,282             3,900,000
 142                     1       Gallery Park II Office                                     3,000,000             4,160,000
 143                     1       La Guardia Self Storage                                    2,894,234             5,050,000
 144                     1       Walgreens - Cable Road                                     2,894,031             5,175,000
 145                     2       Crystal River                                              2,831,903             3,600,000
 146                     1       Mountain Village                                           2,744,972             4,500,000
 147                     1       Ft. Dodge Shopping Center                                  2,715,000             3,400,000
 148                     2       Shaker Hall Apartments                                     2,700,000             3,840,000
 149                     1       North Village Square                                       2,682,958             3,500,000
 150                     1       Walgreens - Lubbock, TX                                    2,657,088             4,400,000
 151                     1       Walgreens - Long Beach                                     2,646,941             7,400,000
 152                     2       J Bar J Trailer Ranch                                      2,570,078             3,250,000
 153                     1       611 8th Avenue                                             2,490,646             5,250,000
 154                     1       Village Shoppes of Lighthouse Point                        2,489,541             3,850,000
 155                     2       The Mill MHC                                               2,450,000             3,550,000
 156                     2       Autry Portfolio - Mountain View III Apartments             2,448,771             3,600,000
 157                     2       Broadway Terrace Apartments                                2,397,395             3,000,000
 158                     1       North Canal Plaza                                          2,367,381             2,970,000
 159                     1       Spring Plaza Retail Center                                 2,342,055             3,400,000
 160                     1       Lakefront Professional Building                            2,290,619             3,850,000
 161                     1       170-180 West Westfield Avenue                              2,226,133             3,200,000
 162                     2       Greenfield Village Apartments                              2,157,667             2,700,000
 163                     1       Lake Deer MHP                                              2,091,718             2,650,000
 164                     1       Sunburst Florida Keys                                      2,047,760             2,600,000
 165                     1       Silver Mill House                                          2,042,763             2,700,000
 166                     1       Fed Ex Ground Package                                      2,000,000             4,275,000
 167                     2       John's Creek Apartments                                    1,994,088             4,000,000
 168                     1       Riverview MHP                                              1,944,139             2,530,000
 169                     2       Parklee Apartments                                         1,894,060             2,375,000
 170                     2       Autry Portfolio - Mountain View II Apartments              1,887,491             3,600,000
 171                     1       Berry Hill Shopping Center                                 1,838,401             2,425,000
 172                     2       Williamsville Village Apartments                           1,800,000             2,260,000
 173                     1       Market Square Retail Center                                1,796,775             2,325,000
 174                     1       Ronny's MHP & RV Park                                      1,794,922             2,475,000
 175                     1       Kingstowne Shops                                           1,794,735             2,450,000
 176                     1       Sundown Plaza                                              1,793,617             2,600,000
 177                     1       Townwood Mobile Home Park                                  1,790,001             2,800,000
 178                     1       Saddleview Office Park                                     1,739,551             2,550,000
 179                     2       The Villa Apartments                                       1,739,069             2,200,000
 180                     1       7250 West Cermak                                           1,716,781             2,300,000
 181                     1       Dumar Plaza                                                1,696,678             2,300,000
 182                     2       Noblesse Oblige Mobile Home Park                           1,689,290             2,130,000
 183                     2       Colonial Court Apartments                                  1,676,969             2,220,000
 184                     1       Mooresville Gateway Trade Court Shoppes                    1,600,000             3,400,000
 185                     2       Queen Mary Apartments                                      1,600,000             2,840,000
 186                     1       310 & 320 Ed Wright Lane                                   1,594,415             2,200,000
 187                     2       Shangri-La MHP                                             1,517,310             2,450,000
 188                     1       Hogan Retail Plaza Center                                  1,500,000             3,490,000
 189                     2       Memorial Springs Apartments                                1,497,226             1,900,000
 190                     1       Reseda Retail Property                                     1,495,978             2,050,000
 191                     2       Willow Glen Mobile Home Park                               1,493,770             2,560,000
 192                     1       Vancouver Mobile Retreat                                   1,445,821             2,150,000
 193                     2       McKinley Woods Apartments                                $ 1,437,977           $ 1,860,000
 194                     1       Annapolis Technology Park-BB&T                             1,433,564             1,850,000
 195                     2       Bamboo MHP                                                 1,397,324             1,750,000
 196                     1       2nd Street Plaza                                           1,397,083             3,100,000
 197                     2       Kenny Road Apartments                                      1,395,775             1,750,000
 198                     1       Lakes IV Apartments                                        1,357,372             1,700,000
 199                     2       Green River MHP                                            1,354,844             1,700,000
 200                     1       33 Claroma Street                                          1,351,216             4,400,000
 201                     2       Autry Portfolio - Dona Ana I Apts                          1,341,134             2,300,000
 202                     2       Durrett Village I Apartments                               1,300,000             2,500,000
 203                     2       Homestead Apartments                                       1,291,595             1,900,000
 204                     1       South University Center                                    1,278,750             1,600,000
 205                     1       Shadow Pines MHC                                           1,246,495             1,700,000
 206                     1       McDonald Avenue                                            1,213,695             2,100,000
 207                     2       Autry Portfolio - Santa Fe Apartments                      1,192,031             2,600,000
 208                     1       101 Jupiter Drive East                                     1,146,629             2,850,000
 209                     2       Holiday Meadows Apartments                                 1,096,632             1,490,000
 210                     2       South Point Oaks Apartments                                1,094,097             1,400,000
 211                     2       Autry Portfolio - Dona Ana II Apartments                   1,092,704             1,950,000
 212                     1       Dollar Tree Plaza                                          1,050,000             1,400,000
 213                     2       Meridian Apartments                                        1,028,167             2,070,000
 214                     1       Dyer Blvd Warehouse                                          994,661             1,600,000
 215                     1       West Little York Mini Storage                                991,197             1,460,000
 216                     2       Hillcrest Apartment Community                                978,448             1,210,000
 217                     1       14-16 E. 17th St.                                            950,925            10,100,000
 218                     1       Village Tower Office Building                                945,273             1,350,000
 219                     1       Western Sands                                                922,556             1,170,000
 220                     2       Amber Point Apartments                                       799,314             1,100,000
 221                     2       Minerva MHP                                                  798,618             1,250,000
 222                     2       1803 19th St                                                 798,461             1,500,000
 223                     1       421 West 57th Street                                         732,094             6,600,000
 224                     1       Tri-County Self Storage                                      708,649               950,000
 225                     1       Berry Street Shopping Center                                 646,753               900,000
 226                     1       3810 Greystone Avenue                                        520,110             4,200,000
 227                     1       31-33 Mercer Street                                          440,119             6,800,000
 228                     2       482 E. 9th Street Brooklyn                                   413,262             2,150,000
                                                                                    ---------------------------------------------
TOTAL/WEIGHTED AVERAGE:                                                               $ 1,866,945,055        $2,687,835,000
                                                                                    =============================================
                                 MAXIMUM:                                               $ 320,000,000         $ 455,000,000
                                 MINIMUM:                                                   $ 413,262             $ 900,000






                                                                                     MATURITY/
                   CUT-OFF DATE                         MATURITY/ARD                  ARD LTV                      MOST RECENT
  #              LTV RATIO (1) (2)                       BALANCE (3)               RATIO (2) (3)                      NOI
  -              -----------------                       -----------               -------------                      ---

   1                   70.3%                            $ 287,871,931                  63.3%                                N/A
   2                   73.2%                               67,711,518                  69.8%                          4,244,281
   3                   75.3%                               58,000,000                  75.3%                          5,241,797
   4                   63.2%                               48,988,776                  57.6%                          6,461,256
   5                   77.7%                               26,138,847                  65.7%                          3,240,224
   6                   77.7%                               14,551,524                  65.7%                          1,735,016
   7                   77.7%                                3,098,935                  65.7%                            549,540
   8                   88.7%              (6)              30,022,158                  74.1%                          3,248,985
   9                   70.2%                               29,500,000                  70.2%                                N/A
  10                   80.0%              (7)              23,679,053                  67.7%                                N/A
  11                   68.8%                               27,500,000                  68.8%                          2,408,502
  12                   77.9%                               23,735,233                  69.8%                          2,212,195
  13                   79.6%                                6,014,507                  68.0%                                N/A
  14                   79.6%                               15,002,095                  68.0%                                N/A
  15                   74.1%                               17,912,722                  61.8%                          1,207,101
  16                   78.3%                               16,025,267                  65.4%                          1,939,373
  17                   67.2%                               18,331,908                  64.3%                          1,268,777
  18                   79.8%                               17,171,519                  72.1%                          1,976,695
  19                   73.8%                               16,244,647                  63.1%                          1,508,183
  20                   79.8%                               15,009,685                  66.6%                          1,554,967
  21                   80.0%                               15,542,352                  71.6%                          1,489,226
  22                   77.7%                               15,450,293                  69.6%                          1,581,445
  23                   43.2%                               17,120,000                  43.2%                          3,121,346
  24                   78.7%                               17,000,000                  78.7%                          1,325,153
  25                   75.6%                               14,001,557                  62.4%                          1,336,547
  26                   79.8%                               13,805,099                  66.7%                          1,469,340
  27                   71.3%                               13,474,974                  59.4%                          1,628,520
  28                   59.9%                               12,856,449                  49.8%                          1,775,541
  29                   86.6%                               12,925,947                  73.0%                                N/A
  30                   73.2%                               13,298,318                  64.9%                          1,665,964
  31                   72.6%                               13,398,289                  64.9%                          1,395,872
  32                   79.8%                               12,473,374                  66.3%                          1,260,901
  33                   53.5%                               12,649,343                  45.3%                          2,709,123
  34                   72.0%                               12,235,560                  60.8%                                N/A
  35                   73.7%                               12,152,232                  62.6%                          1,878,724
  36                   78.1%                               13,041,377                  72.2%                          1,130,078
  37                   77.2%                               12,228,079                  68.7%                                N/A
  38                   79.3%                               10,533,697                  67.1%                          1,116,042
  39                   78.3%                                9,979,609                  65.0%                            845,990
  40                   63.6%                               10,171,621                  54.1%                          1,305,099
  41                   79.0%                               10,428,128                  69.1%                          1,167,838
  42                   73.3%                               10,177,623                  64.6%                            800,220
  43                   76.8%                               10,041,619                  66.9%                            862,202
  44                   67.7%                                9,527,014                  56.8%                          1,031,868
  45                   57.3%                               10,982,300                  57.3%                                N/A
  46                   63.4%                                9,179,982                  56.0%                            571,736
  47                   78.9%                                8,672,006                  65.9%                            929,896
  48                   72.1%                                8,572,005                  59.9%                            961,307
  49                   64.8%                                8,513,615                  54.2%                                N/A
  50                   78.7%                               10,000,000                  78.7%                            911,574
  51                   79.9%                                8,413,199                  67.3%                            679,897
  52                   78.8%                                8,495,246                  70.8%                            878,483
  53                   78.8%                                8,639,759                  73.2%                                N/A
  54                   79.8%                                7,652,498                  66.8%                            780,177
  55                   71.9%                                7,639,150                  60.6%                            807,343
  56                   80.3%                                7,500,166                  67.0%                                N/A
  57                   68.1%                                7,323,643                  56.8%                          1,406,466
  58                   73.7%                                7,462,873                  63.2%                            467,975
  59                   76.4%                                7,523,621                  68.4%                            688,224
  60                   75.3%                                6,179,526                  58.3%                            886,097
  61                   77.3%                                7,308,754                  71.0%                                N/A
  62                   80.0%                                7,337,963                  75.3%                            656,690
  63                   66.7%                                5,607,761                  48.6%                            677,813
  64                   79.8%                                6,705,408                  69.5%                            652,294
  65                   69.0%                              $ 5,921,780                  53.8%                        $ 1,110,375
  66                   59.1%                                6,999,784                  55.1%                            819,486
  67                   56.2%                                5,864,713                  44.1%                          1,178,835
  68                   78.2%                                6,632,676                  71.0%                            660,542
  69                   61.2%                                6,030,871                  51.1%                                N/A
  70                   69.9%                                5,283,754                  51.8%                                N/A
  71                   75.2%                                5,855,410                  62.6%                            715,573
  72                   51.8%                                6,378,685                  47.9%                            953,583
  73                   73.6%                                5,830,891                  66.3%                            683,340
  74                   68.7%                                4,986,762                  53.6%                            945,779
  75                   74.9%                                5,670,499                  66.7%                            800,600
  76                   79.4%                                5,833,435                  73.8%                            661,945
  77                   77.5%                                5,478,285                  68.5%                            649,885
  78                   79.3%                                5,579,881                  71.5%                            535,374
  79                   53.5%                                5,406,428                  47.4%                            957,469
  80                   73.3%                                5,426,009                  65.4%                            588,602
  81                   78.2%                                5,006,352                  65.0%                            532,544
  82                   72.4%                                3,822,613                  46.9%                                N/A
  83                   76.2%                                4,769,889                  63.6%                            500,289
  84                   76.8%                                4,717,448                  63.7%                            431,655
  85                   77.6%                                  179,729                   2.5%                            612,206
  86                   74.0%                                4,626,869                  61.7%                            641,366
  87                   75.0%                                4,624,868                  66.1%                            214,604
  88                   70.6%                                4,279,130                  59.4%                            442,916
  89                   75.0%                                4,277,826                  63.1%                            362,272
  90                   74.6%                                4,205,015                  62.8%                            257,918
  91                   64.6%                                4,176,715                  54.2%                            628,174
  92                   73.0%                                4,414,913                  64.9%                            539,898
  93                   74.4%                                4,220,609                  65.4%                            315,232
  94                   56.5%                                4,097,189                  48.8%                            559,315
  95                   78.0%                                3,976,525                  67.4%                            511,287
  96                   64.1%                                3,760,664                  53.7%                            422,482
  97                   75.5%                                3,804,033                  64.5%                                N/A
  98                   74.2%                                3,985,728                  66.4%                            407,691
  99                   68.7%                                3,851,762                  59.7%                            772,562
 100                   75.7%                                3,659,051                  63.1%                            380,152
 101                   78.0%                                3,643,758                  66.3%                                N/A
 102                   59.9%                                3,174,741                  46.0%                            462,220
 103                   74.5%                                3,434,750                  62.5%                                N/A
 104                   75.6%                                3,442,695                  63.8%                                N/A
 105                   75.1%                                3,405,209                  64.2%                                N/A
 106                   74.5%                                3,334,221                  62.4%                                N/A
 107                   10.4%                                        2                   3.1%                                N/A
 108                   10.4%                                1,174,511                   3.1%                                N/A
 109                   67.6%                                3,304,434                  57.0%                            459,223
 110                   60.7%                                3,252,171                  50.8%                            477,908
 111                   35.2%                                3,188,535                  29.5%                                N/A
 112                   77.7%                                3,276,564                  69.7%                                N/A
 113                   72.0%                                3,435,684                  68.7%                            413,769
 114                   70.5%                                3,021,504                  59.2%                                N/A
 115                   79.7%                                3,054,515                  67.9%                                N/A
 116                   43.7%                                3,003,218                  36.6%                            578,012
 117                   79.6%                                2,958,535                  66.5%                                N/A
 118                   39.4%                                   75,893                   0.9%                            399,708
 119                   50.0%                                3,500,000                  50.0%                            484,918
 120                   79.6%                                2,882,723                  66.8%                            345,995
 121                   71.4%                                2,834,462                  59.4%                                N/A
 122                   78.8%                                2,873,896                  66.8%                            318,684
 123                   77.9%                                2,878,874                  66.2%                                N/A
 124                   75.0%                                2,818,624                  62.6%                                N/A
 125                   75.0%                                2,746,814                  62.4%                            258,323
 126                   62.8%                                3,050,992                  58.1%                            302,254
 127                   66.0%                                2,493,115                  50.9%                            399,360
 128                   74.3%                                2,899,596                  67.0%                            334,051
 129                   80.0%                              $ 2,778,578                  69.5%                          $ 270,368
 130                   65.0%                                2,678,509                  54.4%                                N/A
 131                   76.2%                                2,722,126                  64.8%                            382,338
 132                   72.4%                                2,690,933                  61.2%                            351,797
 133                   76.0%                                2,695,879                  64.4%                            255,225
 134                   75.3%                                2,636,169                  63.5%                                N/A
 135                   72.1%                                2,537,773                  60.4%                                N/A
 136                   44.1%                                2,880,775                  42.4%                                N/A
 137                   81.0%                                2,536,082                  68.5%                            296,021
 138                   78.7%                                2,342,270                  61.6%                            361,842
 139                   71.2%                                2,507,884                  59.7%                            276,874
 140                   67.0%                                2,266,195                  51.5%                            242,144
 141                   74.8%                                2,462,407                  63.1%                            431,627
 142                   72.1%                                2,528,383                  60.8%                            364,269
 143                   57.3%                                2,431,184                  48.1%                            449,732
 144                   55.9%                                2,419,205                  46.7%                                N/A
 145                   78.7%                                2,368,431                  65.8%                            271,666
 146                   61.0%                                2,331,877                  51.8%                            164,863
 147                   79.9%                                2,295,340                  67.5%                                N/A
 148                   70.3%                                2,410,213                  62.8%                            325,716
 149                   76.7%                                2,293,820                  65.5%                            229,605
 150                   60.4%                                2,221,544                  50.5%                                N/A
 151                   35.8%                                2,193,524                  29.6%                                N/A
 152                   79.1%                                2,170,540                  66.8%                            303,318
 153                   47.4%                                2,114,939                  40.3%                                N/A
 154                   64.7%                                1,935,484                  50.3%                            425,693
 155                   69.0%                                1,866,353                  52.6%                            298,873
 156                   68.0%                                1,598,192                  44.4%                            354,555
 157                   79.9%                                2,007,189                  66.9%                            275,684
 158                   79.7%                                1,976,276                  66.5%                            178,801
 159                   68.9%                                2,014,141                  59.2%                            267,139
 160                   59.5%                                1,975,428                  51.3%                            287,551
 161                   69.6%                                1,756,873                  54.9%                            283,561
 162                   79.9%                                1,807,861                  67.0%                            193,189
 163                   78.9%                                1,955,873                  73.8%                            247,243
 164                   78.8%                                1,712,622                  65.9%                            173,262
 165                   75.7%                                1,747,500                  64.7%                            246,624
 166                   46.8%                                1,649,092                  38.6%                                N/A
 167                   49.9%                                1,685,724                  42.1%                            414,030
 168                   76.8%                                1,639,621                  64.8%                            268,742
 169                   79.7%                                1,588,326                  66.9%                            165,165
 170                   52.4%                                1,231,872                  34.2%                            214,312
 171                   75.8%                                1,714,490                  70.7%                                N/A
 172                   79.6%                                1,710,722                  75.7%                            230,406
 173                   77.3%                                1,530,347                  65.8%                            217,368
 174                   72.5%                                1,384,250                  55.9%                            242,349
 175                   73.3%                                1,519,424                  62.0%                            259,981
 176                   69.0%                                1,533,503                  59.0%                            214,080
 177                   63.9%                                1,525,949                  54.5%                            230,732
 178                   68.2%                                1,497,134                  58.7%                            205,687
 179                   79.0%                                1,376,010                  62.5%                            190,746
 180                   74.6%                                1,452,923                  63.2%                            182,715
 181                   73.8%                                1,428,656                  62.1%                            229,282
 182                   79.3%                                1,416,004                  66.5%                            170,924
 183                   75.5%                                1,427,073                  64.3%                            195,241
 184                   47.1%                                1,325,197                  39.0%                            143,108
 185                   56.3%                                1,319,980                  46.5%                            205,730
 186                   72.5%                                1,365,868                  62.1%                            152,031
 187                   61.9%                                1,399,507                  57.1%                            173,892
 188                   43.0%                                1,236,682                  35.4%                            173,190
 189                   78.8%                                1,270,058                  66.8%                            152,097
 190                   73.0%                                1,281,450                  62.5%                            160,849
 191                   58.4%                                1,250,562                  48.9%                            235,939
 192                   67.2%                                1,226,533                  57.0%                            165,134
 193                   77.3%                              $ 1,229,764                  66.1%                          $ 231,814
 194                   77.5%                                1,223,017                  66.1%                                N/A
 195                   79.8%                                1,180,100                  67.4%                            153,448
 196                   45.1%                                   35,837                   1.2%                            258,328
 197                   79.8%                                1,176,451                  67.2%                            123,543
 198                   79.8%                                1,144,657                  67.3%                             89,325
 199                   79.7%                                1,225,447                  72.1%                            137,264
 200                   30.7%                                        0                   0.0%                            377,429
 201                   58.3%                                  875,961                  38.1%                            152,927
 202                   52.0%                                  848,842                  34.0%                            308,288
 203                   68.0%                                1,109,157                  58.4%                            204,357
 204                   79.9%                                1,088,441                  68.0%                                N/A
 205                   73.3%                                1,061,410                  62.4%                            122,317
 206                   57.8%                                1,015,634                  48.4%                            200,944
 207                   45.8%                                  775,899                  29.8%                            169,581
 208                   40.2%                                        0                   0.0%                            276,847
 209                   73.6%                                  922,387                  61.9%                             77,314
 210                   78.1%                                  855,160                  61.1%                             97,845
 211                   56.0%                                  711,519                  36.5%                            136,814
 212                   75.0%                                  925,205                  66.1%                            123,952
 213                   49.7%                                  876,463                  42.3%                            127,662
 214                   62.2%                                  906,206                  56.6%                            191,673
 215                   67.9%                                  898,881                  61.6%                            127,218
 216                   80.9%                                  742,893                  61.4%                            100,056
 217                    9.4%                                        0                   0.0%                                N/A
 218                   70.0%                                  749,048                  55.5%                            123,301
 219                   78.9%                                  720,527                  61.6%                            106,063
 220                   72.7%                                  605,249                  55.0%                             89,878
 221                   63.9%                                  683,306                  54.7%                            137,902
 222                   53.2%                                  746,014                  49.7%                             91,517
 223                   11.1%                                        0                   0.0%                                N/A
 224                   74.6%                                  566,968                  59.7%                             99,134
 225                   71.9%                                  558,533                  62.1%                             68,161
 226                   12.4%                                        0                   0.0%                                N/A
 227                    6.5%                                        0                   0.0%                                N/A
 228                   19.2%                                        2                   0.0%                                N/A
          ----------------------------------------------------------------------------------------------------------------------
                       72.0%                          $ 1,627,843,488                  63.6%                      $ 124,586,491
          ======================================================================================================================
                       88.7%                            $ 287,871,931                  78.7%                         $6,461,256
                        6.5%                                $ 558,533                   3.1%                            $68,161






                      MOST RECENT                 U/W                        U/W                  U/W             ADMINISTRATIVE
  #                    DSCR (4)                   NOI                      NCF (5)              DSCR (4)               FEES
  -                    --------                   ---                      -------              --------               ----

   1                      N/A                   $ 27,541,982            $ 26,775,277              1.19x              0.0313%
   2                     0.78                      6,653,066               6,147,335              1.29               0.0313%
   3                     1.54                      5,067,235               4,660,884              1.48               0.0313%
   4                     2.00                      6,952,611               6,732,159              2.09               0.0313%
   5                     1.36                      3,230,525               2,890,166              1.29               0.0313%
   6                     1.36                      1,669,767               1,495,039              1.29               0.0313%
   7                     1.36                        366,289                 328,831              1.29               0.0313%
   8                     0.40                      3,222,447               3,029,155              1.24               0.0513%
   9                      N/A                      2,664,984               2,592,081              1.59               0.0313%
  10                      N/A                      2,710,937               2,589,744              1.30               0.0513%
  11                     1.53                      2,468,005               2,321,534              1.57               0.0313%
  12                     1.06                      2,409,499               2,211,589              1.22               0.0513%
  13                      N/A                        686,424                 665,690              1.33               0.0613%
  14                      N/A                      1,671,066               1,560,306              1.33               0.0613%
  15                     0.83                      2,030,900               1,938,496              1.34               0.0313%
  16                     1.49                      1,645,274               1,594,074              1.22               0.0513%
  17                     0.83                      1,914,181               1,685,266              1.34               0.0313%
  18                     1.31                      1,955,192               1,769,901              1.29               0.0313%
  19                     1.14                      1,800,705               1,693,205              1.28               0.0313%
  20                     1.27                      1,691,150               1,558,547              1.28               0.0513%
  21                     1.18                      1,679,491               1,596,935              1.34               0.0313%
  22                     1.14                      1,642,813               1,495,963              1.27               0.0513%
  23                     3.62                      2,931,468               2,733,748              3.17               0.0313%
  24                     1.50                      1,493,090               1,442,090              1.69               0.0313%
  25                     1.11                      1,580,287               1,482,787              1.32               0.0313%
  26                     1.31                      1,537,963               1,509,590              1.34               0.0313%
  27                     1.39                      1,583,104               1,470,397              1.35               0.0313%
  28                     1.66                      1,704,953               1,639,693              1.59               0.0313%
  29                      N/A                      1,433,456               1,306,007              1.21               0.1013%
  30                     1.44                      1,513,988               1,399,959              1.30               0.0313%
  31                     1.38                      1,357,557               1,312,057              1.30               0.0313%
  32                     1.20                      1,261,356               1,206,156              1.20               0.0313%
  33                     2.40                      1,701,206               1,527,505              1.44               0.0613%
  34                      N/A                      1,430,616               1,414,961              1.37               0.0313%
  35                     1.85                      1,596,085               1,449,622              1.43               0.0513%
  36                     1.16                      1,245,904               1,185,904              1.29               0.0313%
  37                      N/A                      1,172,373               1,135,173              1.25               0.0313%
  38                     1.17                      1,271,212               1,182,104              1.34               0.0313%
  39                     0.96                      1,187,234               1,114,734              1.38               0.0313%
  40                     1.33                      1,665,500               1,508,982              1.75               0.0313%
  41                     1.45                      1,136,136               1,089,609              1.35               0.0313%
  42                     0.89                      1,324,222               1,051,468              1.30               0.1013%
  43                     1.09                      1,116,822                 944,220              1.23               0.0513%
  44                     1.18                      1,339,376               1,228,376              1.58               0.0313%
  45                      N/A                      1,306,177               1,244,333              2.17               0.0513%
  46                     0.82                      1,016,776                 956,576              1.37               0.0313%
  47                     1.32                        983,992                 944,945              1.34               0.0313%
  48                     1.33                      1,094,208               1,046,208              1.52               0.0313%
  49                      N/A                      1,131,725               1,055,922              1.52               0.0313%
  50                     1.53                      1,006,247                 959,654              1.69               0.0213%
  51                     0.96                      1,000,147                 883,267              1.26               0.0513%
  52                     1.17                        983,765                 859,075              1.33               0.0313%
  53                      N/A                        961,962                 901,212              1.42               0.0313%
  54                     1.25                        859,318                 833,697              1.33               0.0313%
  55                     1.08                      1,029,984                 903,209              1.43               0.0313%
  56                      N/A                        809,793                 788,793              1.30               0.0313%
  57                     2.38                      1,201,814               1,057,409              1.79               0.1013%
  58                     0.78                        792,727                 752,814              1.26               0.0313%
  59                     1.05                        779,872                 691,132              1.20               0.0513%
  60                     1.34                        896,334                 833,806              1.36               0.0313%
  61                      N/A                        761,436                 727,049              1.51               0.0313%
  62                     1.21                        731,848                 692,848              1.36               0.0613%
  63                     1.09                        757,368                 720,618              1.23               0.0313%
  64                     1.27                        798,468                 743,266              1.44               0.1113%
  65                     1.70x                   $ 1,080,737               $ 978,908              1.65x              0.0313%
  66                     1.40                        843,384                 767,384              1.45               0.0313%
  67                     1.68                      1,250,593               1,073,654              1.80               0.0313%
  68                     0.26                        614,669                 596,419              1.23               0.0513%
  69                      N/A                        788,351                 768,362              1.56               0.0313%
  70                      N/A                        737,642                 693,642              1.31               0.0313%
  71                     1.41                        723,085                 671,085              1.43               0.0313%
  72                     1.87                        907,261                 801,122              1.77               0.0313%
  73                     1.39                        651,291                 594,764              1.32               0.0313%
  74                     1.73                        888,934                 811,620              1.62               0.0313%
  75                     1.66                        782,123                 757,623              1.62               0.0313%
  76                     1.46                        749,690                 699,690              1.67               0.0313%
  77                     1.37                        690,974                 642,170              1.46               0.0313%
  78                     1.23                        603,089                 563,089              1.29               0.0313%
  79                     2.00                        882,749                 802,143              1.83               0.0313%
  80                     1.38                        579,073                 486,604              1.21               0.0513%
  81                     1.32                        554,192                 543,442              1.35               0.0313%
  82                      N/A                        713,760                 663,118              1.34               0.0913%
  83                     1.15                        600,155                 546,155              1.41               0.0313%
  84                     1.14                        516,255                 487,505              1.29               0.0313%
  85                     1.20                        630,636                 595,685              1.24               0.0313%
  86                     1.71                        566,300                 507,159              1.35               0.0313%
  87                     0.58                        490,999                 482,187              1.31               0.1013%
  88                     1.20                        485,690                 466,690              1.32               0.1113%
  89                     1.03                        504,377                 492,527              1.40               0.0313%
  90                     0.74                        486,336                 430,346              1.23               0.0313%
  91                     1.71                        632,516                 587,269              1.72               0.0313%
  92                     1.30                        512,652                 472,652              1.23               0.0313%
  93                     0.90                        483,397                 432,864              1.30               0.1013%
  94                     1.45                        578,949                 533,650              1.51               0.0313%
  95                     1.47                        520,573                 488,823              1.50               0.0313%
  96                     1.26                        464,437                 428,437              1.39               0.0313%
  97                      N/A                        478,280                 432,693              1.33               0.1113%
  98                     1.07                        426,051                 368,770              1.21               0.0513%
  99                     1.57                        792,369                 660,086              1.63               0.0313%
 100                     1.15                        441,700                 400,700              1.36               0.0313%
 101                      N/A                        450,081                 416,641              1.35               0.0313%
 102                     1.36                        472,024                 431,024              1.39               0.0313%
 103                      N/A                        373,220                 371,036              1.31               0.0613%
 104                      N/A                        373,450                 371,266              1.29               0.0313%
 105                      N/A                        417,132                 391,139              1.34               0.0813%
 106                      N/A                        362,550                 360,612              1.32               0.0613%
 107                      N/A                      2,864,636               2,829,136              7.05               0.0313%
 108                      N/A                            N/A                     N/A              7.05               0.0313%
 109                     1.70                        463,144                 426,479              1.58               0.0313%
 110                     1.78                        433,376                 426,376              1.61               0.0313%
 111                      N/A                        879,831                 856,831              3.26               0.0313%
 112                      N/A                        443,135                 399,958              1.58               0.0313%
 113                     1.72                        495,017                 481,517              2.00               0.0313%
 114                      N/A                        349,941                 347,767              1.39               0.0913%
 115                      N/A                        398,920                 351,528              1.35               0.0313%
 116                     2.25                        566,969                 538,512              2.21               0.0313%
 117                      N/A                        352,794                 302,225              1.25               0.1013%
 118                     1.35                        407,318                 395,318              1.34               0.0313%
 119                     2.84                        511,008                 488,259              2.86               0.0313%
 120                     1.34                        373,324                 345,324              1.46               0.0313%
 121                      N/A                        314,280                 312,025              1.37               0.0313%
 122                     1.21                        389,787                 362,532              1.51               0.0313%
 123                      N/A                        388,200                 365,216              1.50               0.0313%
 124                      N/A                        331,238                 329,606              1.43               0.0313%
 125                     1.16                        329,951                 300,915              1.35               0.0313%
 126                     1.39                        325,591                 314,365              1.45               0.0313%
 127                     1.49                        387,221                 352,221              1.44               0.0313%
 128                     1.39                        336,827                 316,307              1.40               0.0313%
 129                     1.09x                     $ 303,515               $ 284,124              1.23x              0.0313%
 130                      N/A                        355,524                 284,659              1.30               0.0513%
 131                     1.64                        344,001                 320,001              1.37               0.0313%
 132                     1.41                        343,434                 305,636              1.37               0.0313%
 133                     1.02                        340,100                 314,040              1.40               0.0313%
 134                      N/A                        286,150                 283,966              1.29               0.0313%
 135                      N/A                        333,610                 300,935              1.44               0.0713%
 136                      N/A                        434,403                 413,667              2.01               0.0313%
 137                     1.39                        319,797                 283,941              1.33               0.0513%
 138                     1.38                        335,478                 301,478              1.27               0.0313%
 139                     1.25                        291,182                 270,932              1.32               0.0313%
 140                     0.96                        331,171                 294,143              1.27               0.0513%
 141                     2.05                        381,081                 368,827              1.80               0.0313%
 142                     1.72                        347,300                 312,337              1.48               0.0913%
 143                     2.25                        316,885                 310,462              1.55               0.0513%
 144                      N/A                        343,150                 340,976              1.73               0.0313%
 145                     1.40                        294,018                 274,827              1.42               0.0313%
 146                     0.78                        269,537                 258,036              1.30               0.0313%
 147                      N/A                        289,708                 255,936              1.32               0.0513%
 148                     1.65                        325,865                 300,365              1.65               0.0613%
 149                     1.17                        285,744                 268,585              1.37               0.0313%
 150                      N/A                        286,150                 283,966              1.57               0.0713%
 151                      N/A                        478,050                 476,302              2.72               0.0313%
 152                     1.65                        281,657                 276,707              1.53               0.0313%
 153                      N/A                        363,281                 337,707              1.89               0.0313%
 154                     1.99                        342,743                 302,120              1.56               0.0313%
 155                     1.65                        270,748                 263,298              1.45               0.0313%
 156                     1.55                        387,442                 353,442              1.71               0.0313%
 157                     1.68                        254,738                 234,738              1.43               0.0913%
 158                     1.11                        245,565                 228,328              1.42               0.0313%
 159                     1.46                        244,517                 233,741              1.33               0.0313%
 160                     1.44                        348,008                 310,068              1.79               0.0313%
 161                     1.30                        257,192                 205,696              1.15               0.0313%
 162                     1.18                        215,652                 196,902              1.33               0.0313%
 163                     1.65                        209,571                 203,071              1.39               0.0313%
 164                     1.24                        194,417                 185,492              1.33               0.0313%
 165                     1.56                        247,099                 234,732              1.56               0.0313%
 166                      N/A                        296,530                 263,110              2.02               0.0313%
 167                     2.76                        349,128                 324,378              2.30               0.0313%
 168                     1.94                        205,410                 200,160              1.47               0.0313%
 169                     1.18                        182,441                 169,941              1.31               0.0313%
 170                     1.18                        229,101                 202,601              1.27               0.0313%
 171                      N/A                        208,597                 190,645              1.37               0.0313%
 172                     1.81                        224,747                 211,247              1.77               0.0313%
 173                     1.61                        178,857                 172,597              1.32               0.0313%
 174                     1.74                        195,590                 191,040              1.40               0.0313%
 175                     1.93                        247,099                 233,482              1.83               0.0313%
 176                     1.51                        194,550                 179,921              1.37               0.0313%
 177                     1.75                        264,878                 260,178              2.01               0.1113%
 178                     1.49                        206,007                 193,919              1.49               0.0313%
 179                     1.35                        202,050                 178,050              1.26               0.0313%
 180                     1.46                        171,574                 165,631              1.37               0.0813%
 181                     1.75                        213,158                 190,845              1.61               0.0313%
 182                     1.45                        167,618                 163,118              1.42               0.0313%
 183                     1.50                        186,188                 173,438              1.43               0.0313%
 184                     1.35                        242,948                 227,828              2.15               0.0313%
 185                     1.97                        224,328                 205,304              1.97               0.0313%
 186                     1.13                        196,591                 177,356              1.50               0.0313%
 187                     1.31                        198,762                 189,727              1.51               0.0313%
 188                     1.77                        247,173                 229,521              2.35               0.0313%
 189                     1.31                        191,412                 180,412              1.68               0.0313%
 190                     1.35                        158,454                 147,319              1.33               0.0313%
 191                     2.26                        206,368                 199,618              1.97               0.0313%
 192                     1.56                        152,228                 148,778              1.44               0.0313%
 193                     2.03x                     $ 150,141               $ 129,641              1.24x              0.0313%
 194                      N/A                        144,500                 143,705              1.38               0.0813%
 195                     1.53                        142,517                 140,217              1.42               0.0313%
 196                     1.98                        221,409                 207,070              1.68               0.0313%
 197                     1.14                        132,008                 119,758              1.23               0.0313%
 198                     0.94                        133,442                 128,942              1.35               0.0313%
 199                     1.38                        137,743                 133,443              1.38               0.0313%
 200                     2.38                        362,372                 347,922              2.28               0.0313%
 201                     1.18                        168,475                 149,975              1.32               0.0313%
 202                     2.78                        203,236                 184,860              1.67               0.0313%
 203                     1.94                        175,013                 158,513              1.64               0.0313%
 204                      N/A                        149,516                 137,568              1.48               0.0313%
 205                     1.33                        125,707                 123,207              1.36               0.0313%
 206                     2.22                        175,013                 160,131              1.91               0.0313%
 207                     1.53                        181,125                 165,125              1.65               0.0313%
 208                     2.10                        249,976                 241,076              1.89               0.0313%
 209                     0.88                        112,858                 102,608              1.35               0.0313%
 210                     1.04                        109,835                 101,585              1.18               0.1113%
 211                     1.32                        150,457                 135,457              1.47               0.0313%
 212                     1.60                        113,846                 107,707              1.46               0.0313%
 213                     1.64                        116,268                 111,768              1.49               0.0313%
 214                     2.13                        144,927                 120,117              1.53               0.0313%
 215                     1.71                        122,261                 113,777              1.53               0.0313%
 216                     1.40                        112,937                 102,437              1.43               0.0913%
 217                      N/A                        750,974                 747,224              7.61               0.0313%
 218                     1.36                        123,802                 105,444              1.36               0.0313%
 219                     1.43                         99,864                  97,814              1.34               0.0313%
 220                     1.44                         81,919                  75,919              1.22               0.0313%
 221                     2.33                        109,524                 109,524              1.85               0.0313%
 222                     1.59                         79,407                  76,907              1.37               0.0313%
 223                      N/A                        502,512                 492,262              5.93               0.0313%
 224                     1.53                         86,892                  78,709              1.32               0.0313%
 225                     1.23                         72,172                  64,600              1.32               0.0313%
 226                      N/A                        324,853                 314,353              4.64               0.0313%
 227                      N/A                        502,711                 499,711             11.30               0.0313%
 228                      N/A                        163,800                 159,550              3.47               0.0313%
               ---------------------------------------------------------------------------------------------
                         1.36x                  $194,580,928            $182,609,297              1.43x
               =============================================================================================
                         3.62x                  $ 27,541,982            $ 26,775,277             11.30x
                         0.26x                      $ 72,172                $ 64,600              1.15x


(A)  The underlying mortgage loans secured by Beco park at Forbes Center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     BRIT III are cross-defaulted and cross-collateralized.
(B)  The underlying mortgage loans secured by Valwood Building 37 and Valwood
     Industrial Portfolio are cross-defaulted and cross-collateralized.
(C)  The underlying mortgage loans secured by 127 West 96th St. Loan 1 and 127
     West 96th. St. Loan 2 are cross-defaulted.
(1)  Based on a Cut-off date in December 2004.
(2)  In the case of cross-collateralized and cross-defaulted underlying mortgage
     loans, the combined LTV is presented for each and every related underlying
     mortgage loan.
(3)  At maturity with respect to Balloon Loans or at the anticipated repayment
     date in the case of ARD Loans, there can be no assurance that the value of
     any particular Mortgaged Property will not have declined from the original
     appraisal value.
(4)  DSCR is based on the amount of the monthly payments presented. In the case
     of cross-collateralized and cross-defaulted underlying mortgage loans the
     combined DSCR is presented for each and every related underlying mortgage
     loan.
(5)  U/W NCF reflects the net cash flow after underwritten replacement reserves,
     underwritten LC's & TI's and underwritten FF&E.
(6)  Orangefair Marketplace Shopping Center Appraised Value is the "As Is" value
     as of 8/10/2004. After completion of additional construction, the value is
     projected to be $45,700,000, which equates to a 78.6% LTV Ratio. (7)
     Shoppes of Paradise Isle Shopping Center Appraised Value is the "As Is"
     value as of 12/1/2004. After completion of additional construction, the
     value is projected to be $36,000,000, which equates to a 77.8% LTV Ratio.



                 ENGINEERING, TI/LC, TAX AND INSURANCE RESERVES



                                                                                                                       CONTRACTUAL
                                                                                               ENGINEERING              RECURRING
                       LOAN                                                                     RESERVE AT             REPLACEMENT
  #       CROSSED      GROUP     LOAN NAME                                                     ORIGINATION             RESERVE/FF&E
  -       -------      -----     ---------                                                     -----------             ------------

   1                     1       Time Warner Retail                                             $3,681,897               $49,776
   2                     1       275 Madison Avenue                                             $2,147,750               $76,462
   3                     1       AT&T Consumer Services Headquarters                               N/A                     N/A
   4                     1       Eastgate Mall                                                     N/A                     N/A
   5         A           1       BECO Park at Forbes Center  - BRIT I                              N/A                   $86,400
   6         A           1       BECO Park at Forbes Center - BRIT III                             N/A                   $38,678
   7         A           1       BECO Park at Forbes Center - BRIT II                              N/A                    $9,560
   8                     1       Orangefair Marketplace Shopping Center                            N/A                   $30,150
   9                     1       Pershing Park Plaza                                             $500,000                  N/A
  10                     1       Shoppes of Paradise Isle Shopping Center                          N/A                   $25,860
  11                     1       1300 Parkwood Office Building                                   $350,000                  N/A
  12                     2       River Road Apartments                                             N/A                   $197,910
  13         B           1       Valwood Building 37                                              $5,000                  $5,053
  14         B           1       Valwood Industrial Portfolio                                     $6,875                 $12,603
  15                     1       City Centre Place                                                 N/A                   $15,480
  16                     2       Villas at D'Andrea                                                N/A                   $51,200
  17                     1       5000 Shoreline Court                                            $41,375                 $20,748
  18                     1       71-77 Summer Street and 184 High Street                         $338,838                $22,912
  19                     2       Town Hall Terrace                                                 N/A                   $107,500
  20                     1       Dekalb County Shopping Center                                     N/A                   $23,347
  21                     1       Greendale Centre Shopping Center                                  N/A                   $15,438
  22                     1       Spinnaker Court Apartments                                        N/A                   $146,850
  23                     1       Pleasant Hill Square                                              N/A                     N/A
  24                     2       Estates at Charlotte - 1420 Magnolia                              N/A                     N/A
  25                     2       Kingwood Lakes Apartments                                       $63,840                 $97,500
  26                     1       Sunshine Key                                                    $119,375                  N/A
  27                     1       Vallejo Plaza                                                     N/A                   $36,136
  28                     1       Buckhead Pavilion                                                 N/A                     N/A
  29                     1       Clifty Crossing                                                 $58,750                 $25,395
  30                     1       Promenade Shopping Center                                         N/A                   $23,701
  31                     2       Sanctuary of Woodshire                                            N/A                   $45,504
  32                     2       Medical Center Apartments                                       $45,125                 $55,200
  33                     1       Commercial Street Business Center                               $400,000                  N/A
  34                     1       FedEx - Midway                                                  $123,667                $15,995
  35                     1       Market Place at Concord Mills                                     N/A                     N/A
  36                     2       Parkside Apartments                                               N/A                   $48,000
  37                     2       Midtown Terrace Apartments                                        N/A                     N/A
  38                     1       Brettwood Village                                                 N/A                   $18,600
  39                     2       Cross Creek Apartments                                            N/A                   $72,500
  40                     1       Bowles Avenue Marketplace                                        $3,250                   N/A
  41                     1       Brunswick Plaza West                                              N/A                   $17,304
  42                     1       Stevens Creek Office Center                                       N/A                   $26,927
  43                     1       Valley North Center                                             $156,900                $37,716
  44                     2       Commons on Edgebrook Apartments                                 $15,188                 $111,000
  45                     1       Mansfield Towne Crossing                                          N/A                     N/A
  46                     2       Campus View Apts                                                $68,500                 $60,204
  47                     1       Sunburst North Ft. Myers                                        $82,200                   N/A
  48                     2       Celeron Square Apartments                                       $34,688                 $48,000
  49                     1       Scottsdale Renaissance                                            N/A                    $5,781
  50                     1       Perimeter Center                                                  N/A                     N/A
  51                     1       Warner View Corporate Center                                      N/A                   $12,216
  52                     1       The Atrium at Fairfield                                         $60,000                 $18,230
  53                     2       Hyperion Apartments                                               N/A                   $60,750
  54                     1       Silver Dollar                                                     N/A                     N/A
  55                     1       Greenbrier Plaza                                                  N/A                   $15,080
  56                     2       Campus Village                                                    N/A                   $21,000
  57                     1       Sorrento Research Facility                                        N/A                   $11,784
  58                     2       Blackthorn Apartments                                             N/A                   $39,912
  59                     2       Meridian Court South Apartments                                   N/A                   $88,740
  60                     1       Riggs Plaza Shopping Center                                     $15,625                  $7,992
  61                     2       Jemison Flats                                                     N/A                   $15,753
  62                     2       Windsor Place Apartments                                         $9,500                 $39,000
  63                     2       Ridge View Apartments                                             N/A                   $30,000
  64                     1       222 & 312 Clematis Street                                         N/A                   $11,072
  65                     1       Comfort Suites Innsbrook                                          N/A                      4%
  66                     2       Countryside Village Apartments                                    N/A                   $76,008
  67                     1       Holiday Inn Princeton                                            $3,750                    4%
  68                     2       Washington Townhomes Apartments                                 $300,000                $18,250
  69                     1       Margarita Promenade                                               N/A                    $2,541
  70                     2       Indian Wells Apartments                                           N/A                   $39,600
  71                     2       Peppertree Apartments                                            $6,125                 $52,000
  72                     1       Metro Business Park                                             $14,437                 $26,543
  73                     1       1221 Post Road East                                             $27,187                  $7,054
  74                     1       Chester Holiday Inn Express                                       N/A                      4%
  75                     1       Magnolia Apartments                                               N/A                   $24,500
  76                     2       Mission Village                                                  $1,875                 $50,000
  77                     1       Dublin Sawmill Center                                           $11,610                   N/A
  78                     2       Pecos Point                                                       N/A                   $40,008
  79                     1       Shaw Business Center                                            $66,000                 $11,454
  80                     1       North Eastwood Shopping Center                                  $16,250                 $20,306
  81                     2       Pacific Dunes                                                     N/A                     N/A
  82                     1       Civista Health Building                                           N/A                    $8,532
  83                     2       Oakwood Apartments                                              $41,375                 $54,000
  84                     2       Chateaux Fall Creek                                               N/A                   $28,745
  85                     1       Emerald Coast Centre                                              N/A                    $9,056
  86                     1       Business Park & Willow Creek                                     $1,875                  $9,857
  87                     1       National Hwy 54 / Self Storage                                    N/A                    $8,820
  88                     2       Rugby McIntyre Apartments                                         N/A                   $19,000
  89                     1       Apple Valley Estates MHP                                        $14,531                 $11,856
  90                     1       Carlsbad Courtyard                                               $2,275                  $8,439
  91                     1       Black Mountain Center                                             N/A                    $6,055
  92                     2       Renaissance Gardens Apartments                                    N/A                   $40,000
  93                     1       Natividad Office Complex                                          N/A                    $9,288
  94                     1       Floral Park Promenade                                            $2,500                  $8,376
  95                     2       Hunter's Run Apartments                                           N/A                   $31,750
  96                     2       Canyon Pointe Apartments                                         $1,415                 $36,000
  97                     1       2150 Point Blvd                                                   N/A                     N/A
  98                     2       Kimberly Court Apartments                                         N/A                   $57,230
  99                     1       Holiday Inn Gainesville                                         $701,211                   4%
 100                     2       Mill Valley Apartments                                          $11,250                 $41,000
 101                     1       Kerrville Junction Shopping Center                                N/A                     N/A
 102                     2       Autry Portfolio - Sangre De Cristo                              $12,500                 $37,760
 103                     1       Walgreens - Rocky Mount, NC                                       N/A                     N/A
 104                     1       Walgreens - Casper, WY                                            N/A                     N/A
 105                     1       Annapolis Technology Park-In Line                                 N/A                    $1,625
 106                     1       Walgreens - Greenville (Evans)                                    N/A                     N/A
 107         C           1       127 West 96th St. Loan 1                                          N/A                     N/A
 108         C           1       127 West 96th St. Loan 2                                          N/A                     N/A
 109                     1       Wilshire Westgate Shopping Center                                 N/A                   $11,076
 110                     2       Venezia & Electric Avenue                                        $7,500                  $7,000
 111                     2       Shores at Lake Point                                             $4,375                 $23,000
 112                     1       Renaissance Park I                                                N/A                     N/A
 113                     1       Robin Hill MHR & RV                                               N/A                   $13,500
 114                     1       Walgreens - Vernon, CT                                            N/A                     N/A
 115                     1       17001 Science Drive                                               N/A                    $4,567
 116                     1       Larchmont Street Retail                                           N/A                     N/A
 117                     1       Colonial Court                                                    N/A                    $3,255
 118                     2       Marina Apartments Portfolio                                      $5,625                   N/A
 119                     1       West River Crossing                                               N/A                     N/A
 120                     2       Rochelle Place                                                   $6,000                 $28,000
 121                     1       Walgreens - Apple Valley, CA                                      N/A                     N/A
 122                     1       Timberstone Center                                                N/A                    $5,328
 123                     1       Lake Brandon Shopping Center                                      N/A                     N/A
 124                     1       CVS - Bessemer                                                    N/A                     N/A
 125                     1       South Melrose Office                                              N/A                    $4,839
 126                     1       Weinecke Court                                                   $3,125                  $4,092
 127                     2       Autry Portfolio - Valley Apartments                              $8,875                 $35,000
 128                     1       Areis Building                                                   $4,375                   N/A
 129                     1       Yarmouth Crossing Retail Center                                   N/A                    $3,036
 130                     1       San Dimas Town Center                                             N/A                    $3,876
 131                     2       Durrett Village II Apartments                                     N/A                   $24,000
 132                     1       16 Greenmeadow Drive                                             $1,875                  $6,352
 133                     1       Lakeside Center at Maryland Farms                                 N/A                     N/A
 134                     1       Walgreens - Miami, OK                                             N/A                     N/A
 135                     1       Hunter's Retreat Professional Center                              N/A                    $4,968
 136                     1       Renaissance Retail                                                N/A                    $1,861
 137                     1       Shawnee Shopping Center                                           N/A                    $5,346
 138                     2       Oak Park Apartments                                             $25,000                 $34,008
 139                     2       Concord Apartments                                              $13,303                 $20,250
 140                     1       Polaris Professional Center                                       N/A                     N/A
 141                     1       6401-6407 Van Nuys Blvd.                                        $26,250                   N/A
 142                     1       Gallery Park II Office                                            N/A                    $5,160
 143                     1       La Guardia Self Storage                                           N/A                    $6,816
 144                     1       Walgreens - Cable Road                                            N/A                     N/A
 145                     2       Crystal River                                                     N/A                     N/A
 146                     1       Mountain Village                                                  N/A                     N/A
 147                     1       Ft. Dodge Shopping Center                                         N/A                    $5,055
 148                     2       Shaker Hall Apartments                                           $5,000                 $25,500
 149                     1       North Village Square                                              N/A                    $4,920
 150                     1       Walgreens - Lubbock, TX                                           N/A                     N/A
 151                     1       Walgreens - Long Beach                                            N/A                     N/A
 152                     2       J Bar J Trailer Ranch                                             N/A                     N/A
 153                     1       611 8th Avenue                                                    N/A                     N/A
 154                     1       Village Shoppes of Lighthouse Point                             $26,250                   N/A
 155                     2       The Mill MHC                                                      N/A                    $7,450
 156                     2       Autry Portfolio - Mountain View III Apartments                  $46,250                 $34,000
 157                     2       Broadway Terrace Apartments                                     $24,563                 $20,004
 158                     1       North Canal Plaza                                                 N/A                    $3,120
 159                     1       Spring Plaza Retail Center                                        $188                    N/A
 160                     1       Lakefront Professional Building                                 $26,250                   N/A
 161                     1       170-180 West Westfield Avenue                                   $10,200                   N/A
 162                     2       Greenfield Village Apartments                                    $7,875                 $18,750
 163                     1       Lake Deer MHP                                                     N/A                     N/A
 164                     1       Sunburst Florida Keys                                             N/A                     N/A
 165                     1       Silver Mill House                                                 N/A                    $1,284
 166                     1       Fed Ex Ground Package                                             N/A                    $8,034
 167                     2       John's Creek Apartments                                         $55,313                 $24,750
 168                     1       Riverview MHP                                                     N/A                     N/A
 169                     2       Parklee Apartments                                              $42,500                 $12,500
 170                     2       Autry Portfolio - Mountain View II Apartments                   $41,075                 $26,500
 171                     1       Berry Hill Shopping Center                                        N/A                     N/A
 172                     2       Williamsville Village Apartments                                $27,750                 $13,500
 173                     1       Market Square Retail Center                                      $1,875                   N/A
 174                     1       Ronny's MHP & RV Park                                           $23,438                   N/A
 175                     1       Kingstowne Shops                                                  N/A                     N/A
 176                     1       Sundown Plaza                                                     N/A                     N/A
 177                     1       Townwood Mobile Home Park                                         N/A                    $4,700
 178                     1       Saddleview Office Park                                            N/A                    $2,400
 179                     2       The Villa Apartments                                             $6,625                 $23,985
 180                     1       7250 West Cermak                                                $29,810                   N/A
 181                     1       Dumar Plaza                                                       N/A                     N/A
 182                     2       Noblesse Oblige Mobile Home Park                                  N/A                     N/A
 183                     2       Colonial Court Apartments                                       $11,156                 $12,750
 184                     1       Mooresville Gateway Trade Court Shoppes                           N/A                     N/A
 185                     2       Queen Mary Apartments                                             N/A                     N/A
 186                     1       310 & 320 Ed Wright Lane                                          $625                    N/A
 187                     2       Shangri-La MHP                                                    N/A                    $7,704
 188                     1       Hogan Retail Plaza Center                                         N/A                    $3,849
 189                     2       Memorial Springs Apartments                                      $7,375                 $11,000
 190                     1       Reseda Retail Property                                          $37,063                   N/A
 191                     2       Willow Glen Mobile Home Park                                      N/A                     N/A
 192                     1       Vancouver Mobile Retreat                                        $22,213                  $3,450
 193                     2       McKinley Woods Apartments                                        $3,125                 $20,500
 194                     1       Annapolis Technology Park-BB&T                                    N/A                     N/A
 195                     2       Bamboo MHP                                                       $7,500                   N/A
 196                     1       2nd Street Plaza                                                  N/A                     N/A
 197                     2       Kenny Road Apartments                                            $2,000                 $12,250
 198                     1       Lakes IV Apartments                                               N/A                    $4,500
 199                     2       Green River MHP                                                  $5,063                  $4,300
 200                     1       33 Claroma Street                                                 N/A                     N/A
 201                     2       Autry Portfolio - Dona Ana I Apts                               $93,000                 $18,500
 202                     2       Durrett Village I Apartments                                      N/A                   $18,376
 203                     2       Homestead Apartments                                              N/A                   $16,500
 204                     1       South University Center                                           N/A                    $1,563
 205                     1       Shadow Pines MHC                                                  N/A                    $2,500
 206                     1       McDonald Avenue                                                   $937                    N/A
 207                     2       Autry Portfolio - Santa Fe Apartments                           $21,875                 $16,000
 208                     1       101 Jupiter Drive East                                          $87,390                   N/A
 209                     2       Holiday Meadows Apartments                                      $25,525                 $10,250
 210                     2       South Point Oaks Apartments                                      $6,875                  $8,250
 211                     2       Autry Portfolio - Dona Ana II Apartments                        $90,125                 $15,000
 212                     1       Dollar Tree Plaza                                                 N/A                     N/A
 213                     2       Meridian Apartments                                             $47,000                  $4,500
 214                     1       Dyer Blvd Warehouse                                             $32,875                   N/A
 215                     1       West Little York Mini Storage                                     N/A                    $8,484
 216                     2       Hillcrest Apartment Community                                     N/A                   $10,500
 217                     1       14-16 E. 17th St.                                                 N/A                     N/A
 218                     1       Village Tower Office Building                                     N/A                    $2,369
 219                     1       Western Sands                                                   $14,063                  $2,050
 220                     2       Amber Point Apartments                                            N/A                    $6,000
 221                     2       Minerva MHP                                                     $15,375                   N/A
 222                     2       1803 19th St                                                     $7,125                  $2,500
 223                     1       421 West 57th Street                                              N/A                     N/A
 224                     1       Tri-County Self Storage                                         $53,793                   N/A
 225                     1       Berry Street Shopping Center                                      $625                    N/A
 226                     1       3810 Greystone Avenue                                             N/A                     N/A
 227                     1       31-33 Mercer Street                                               N/A                     N/A
 228                     2       482 E. 9th Street Brooklyn                                        N/A                     N/A







                   U/W
                RECURRING                LC & TI                  CONTRACTUAL                                         TAX &
               REPLACEMENT             RESERVE AT                  RECURRING                      U/W               INSURANCE
  #           RESERVE/FF&E             ORIGINATION                  LC & TI                     LC & TI              ESCROWS
  -           ------------             -----------                  -------                     -------              -------

   1             $50,401               $6,616,134                  $420,000                     $716,304               Both
   2             $61,170                $442,801                   $382,761                     $444,561               Both
   3             $58,050                   N/A                        N/A                       $348,301               Both
   4             $83,657                   N/A                        N/A                       $136,795               None
   5             $85,399                $270,000                   $174,000                     $254,960               Both
   6             $38,676                $155,000                    $97,200                     $136,052               Both
   7              $9,834                 $75,000                    $27,600                     $27,624                Both
   8             $39,430                 $4,167                     $50,000                     $153,862               Both
   9             $23,865               $1,225,934                     N/A                       $49,038                None
  10             $25,853                 $3,500                     $42,000                     $95,340                Both
  11             $31,610                   N/A                        N/A                       $114,861               None
  12            $197,910                   N/A                        N/A                         N/A                  Tax
  13              $9,897                   N/A                        N/A                       $10,837                Both
  14             $25,415                $637,000                   $100,000                     $85,345                Both
  15             $15,480                   N/A                      $76,920                     $76,924                Both
  16             $51,200                   N/A                        N/A                         N/A                  Both
  17             $20,745                $695,625                      N/A                       $208,170               Both
  18             $23,808                $275,000                   $136,799                     $161,483               Both
  19            $107,500                   N/A                        N/A                         N/A                  Both
  20             $23,347                $200,000                    $50,000                     $109,256               Tax
  21             $15,440                   N/A                      $50,000                     $67,116                None
  22            $146,850                   N/A                        N/A                         N/A                  Tax
  23             $42,321                   N/A                        N/A                       $155,399               None
  24             $51,000                   N/A                        N/A                         N/A                  Both
  25             $97,500                   N/A                        N/A                         N/A                  Both
  26             $28,373                   N/A                        N/A                         N/A                  None
  27             $35,956                $100,000                   $120,000                     $76,751                Both
  28             $14,998                   N/A                        N/A                       $50,262                Both
  29             $25,553                   N/A                        N/A                       $101,896               Tax
  30             $34,361                   N/A                      $70,000                     $79,668                Both
  31             $45,000                   N/A                        N/A                         N/A                  Both
  32             $55,200                   N/A                        N/A                         N/A                  Both
  33             $50,638                $130,000                      N/A                       $123,063               Both
  34             $15,655                   N/A                        N/A                         N/A                  None
  35             $32,531                   N/A                        N/A                       $113,932               None
  36             $60,000                   N/A                        N/A                         N/A                  Both
  37             $37,200                   N/A                        N/A                         N/A                  Both
  38             $27,951                $525,000                    $93,000                     $61,157                Both
  39             $72,500                   N/A                        N/A                         N/A                  Both
  40             $25,253                   N/A                      $84,000                     $131,265               Both
  41             $17,302                   N/A                        N/A                       $29,225                Both
  42             $26,920                 $16,535                   $198,423                     $245,834               Both
  43             $37,724                   N/A                        N/A                       $134,878               Both
  44            $111,000                   N/A                        N/A                         N/A                  Both
  45             $16,137                $228,732                      N/A                       $45,707                None
  46             $60,200                   N/A                        N/A                         N/A                  Both
  47             $39,047                   N/A                        N/A                         N/A                  None
  48             $48,000                   N/A                        N/A                         N/A                  Both
  49              $5,781                   N/A                      $30,000                     $70,022                Both
  50              $8,403                 $7,500                     $15,000                     $38,190                Both
  51             $12,271                 $3,334                     $40,008                     $104,609               Both
  52             $18,230                   N/A                        N/A                       $106,460               Both
  53             $60,750                   N/A                        N/A                         N/A                  Both
  54             $25,621                   N/A                        N/A                         N/A                  None
  55             $15,230                 $75,000                   $100,536                     $111,545               Tax
  56             $21,000                   N/A                        N/A                         N/A                  Both
  57             $14,727                $375,000                    $90,000                     $129,678               Both
  58             $39,913                   N/A                        N/A                         N/A                  Both
  59             $88,740                   N/A                        N/A                         N/A                  Tax
  60             $11,562                   N/A                      $30,000                     $50,966                Both
  61             $34,387                $152,000                    $15,710                       N/A                  Both
  62             $39,000                   N/A                        N/A                         N/A                  Both
  63             $36,750                   N/A                        N/A                         N/A                  Both
  64             $11,072                   N/A                      $44,130                     $44,130                Both
  65               4%                      N/A                        N/A                         N/A                  Both
  66             $76,000                   N/A                        N/A                         N/A                  None
  67               4%                      N/A                        N/A                         N/A                  Both
  68             $18,250                   N/A                        N/A                         N/A                  Both
  69              $2,541                   N/A                        N/A                       $17,448                Both
  70             $44,000                   N/A                        N/A                         N/A                  Both
  71             $52,000                   N/A                        N/A                         N/A                  Both
  72             $26,543                   N/A                     $118,557                     $79,596                Both
  73              $7,054                $182,160                    $35,004                     $49,473                Both
  74               4%                      N/A                        N/A                         N/A                  Both
  75             $24,500                   N/A                        N/A                         N/A                  Both
  76             $50,000                   N/A                        N/A                         N/A                  Both
  77             $10,939                 $70,000                    $35,000                     $37,865                Both
  78             $40,000                   N/A                        N/A                         N/A                  Both
  79             $38,286                   N/A                        N/A                       $42,320                None
  80             $25,276                 $2,917                     $35,000                     $67,193                Both
  81             $10,750                   N/A                        N/A                         N/A                  None
  82              $8,527                   N/A                      $85,296                     $42,115                Both
  83             $54,000                   N/A                        N/A                         N/A                  Both
  84             $28,750                   N/A                        N/A                         N/A                  Both
  85              $9,489                   N/A                      $25,462                     $25,462                Both
  86              $9,857                $150,000                    $49,284                     $49,284                Both
  87              $8,812                   N/A                        N/A                         N/A                  Tax
  88             $19,000                   N/A                        N/A                         N/A                  Both
  89             $11,850                   N/A                        N/A                         N/A                  Both
  90              $8,439                   N/A                      $47,551                     $47,551                Both
  91              $6,017                 $40,365                    $40,365                     $39,230                Both
  92             $40,000                   N/A                        N/A                         N/A                  Both
  93              $9,350                  $1,833                     $21,996                     $41,183                Both
  94              $8,376                  $84,000                    $28,000                     $36,923                Both
  95             $31,750                   N/A                        N/A                         N/A                  Both
  96             $36,000                   N/A                        N/A                         N/A                  Both
  97              $6,931                   N/A                      $34,655                     $38,656                Both
  98             $57,281                   N/A                        N/A                         N/A                  Tax
  99               4%                      N/A                        N/A                         N/A                  Both
 100             $41,000                   N/A                        N/A                         N/A                  Both
 101              $3,645                 $6,350                     $18,240                     $29,795                Both
 102             $41,000                   N/A                        N/A                         N/A                  Both
 103              $2,184                   N/A                        N/A                         N/A                  None
 104              $2,184                   N/A                        N/A                         N/A                  None
 105              $2,438                   N/A                      $10,000                     $23,555                Both
 106              $1,938                   N/A                        N/A                         N/A                  None
 107             $35,500                   N/A                        N/A                         N/A                  None
 108               N/A                     N/A                        N/A                         N/A                  None
 109             $11,065                $300,000                    $26,580                     $25,600                Both
 110              $7,000                   N/A                        N/A                         N/A                  Both
 111             $23,000                   N/A                        N/A                         N/A                  Both
 112              $4,423                   N/A                      $30,000                     $38,754                Both
 113             $13,500                   N/A                        N/A                         N/A                  Both
 114              $2,174                   N/A                        N/A                         N/A                  None
 115              $4,568                   N/A                      $25,000                     $42,824                Both
 116              $2,435                   N/A                        N/A                       $26,022                Both
 117              $4,292                  $1,250                     $15,000                     $46,277                Both
 118             $12,000                   N/A                        N/A                         N/A                  None
 119              $4,868                   N/A                        N/A                       $17,881                None
 120             $28,000                   N/A                        N/A                         N/A                  Both
 121              $2,255                   N/A                        N/A                         N/A                  None
 122              $5,325                   N/A                      $34,116                     $21,930                Both
 123              $2,820                   N/A                      $15,000                     $20,164                Both
 124              $1,632                   N/A                        N/A                         N/A                  None
 125              $4,839                   N/A                      $24,197                     $24,197                Both
 126              $4,086                   N/A                      $7,128                       $7,140                Tax
 127             $35,000                   N/A                        N/A                         N/A                  Both
 128              $6,886                $110,000                    $28,660                     $13,634                Both
 129              $3,045                   N/A                      $15,144                     $16,346                Both
 130              $3,870                 $2,000                     $24,000                     $27,576                Both
 131             $24,000                   N/A                        N/A                         N/A                  Both
 132              $7,057                   N/A                      $25,000                     $30,741                Both
 133              $3,434                   N/A                      $10,008                     $22,626                Both
 134              $2,184                   N/A                        N/A                         N/A                  None
 135              $4,957                 $31,000                    $26,016                     $27,718                Both
 136              $1,920                   N/A                      $12,408                     $18,816                Both
 137              $5,346                 $2,079                     $24,948                     $30,510                Tax
 138             $34,000                   N/A                        N/A                         N/A                  Both
 139             $20,250                   N/A                        N/A                         N/A                  Both
 140              $6,014                $168,574                      N/A                       $31,014                Tax
 141              $1,260                   N/A                      $8,820                      $10,994                Both
 142              $5,156                $125,000                      N/A                       $29,807                Both
 143              $6,423                   N/A                        N/A                         N/A                  Both
 144              $2,174                   N/A                        N/A                         N/A                  None
 145             $19,191                   N/A                        N/A                         N/A                  None
 146              $1,318                 $16,104                    $8,786                      $10,183                Both
 147              $5,055                 $1,966                     $23,590                     $28,717                Tax
 148             $25,500                   N/A                        N/A                         N/A                  Both
 149              $4,918                   N/A                      $12,336                     $12,241                Both
 150              $2,184                   N/A                        N/A                         N/A                  None
 151              $1,748                   N/A                        N/A                         N/A                  None
 152              $4,950                   N/A                        N/A                         N/A                  Both
 153                $750                 $17,945                      N/A                       $24,824                Both
 154              $6,351                   N/A                        N/A                       $34,272                Both
 155              $7,450                   N/A                        N/A                         N/A                  Both
 156             $34,000                   N/A                        N/A                         N/A                  Both
 157             $20,000                   N/A                        N/A                         N/A                  Both
 158              $3,118                   N/A                      $14,124                     $14,119                Both
 159              $1,373                   N/A                      $8,750                       $9,403                Both
 160              $4,720                 $50,000                    $33,500                     $33,220                Both
 161             $12,496                 $20,000                    $12,000                     $39,000                Both
 162             $18,750                   N/A                        N/A                         N/A                  Both
 163              $6,500                   N/A                        N/A                         N/A                  Both
 164              $8,925                   N/A                        N/A                         N/A                  None
 165              $1,284                   N/A                        N/A                       $11,083                Both
 166              $8,394                   N/A                      $25,026                     $25,026             Insurance
 167             $24,750                   N/A                        N/A                         N/A                  Both
 168              $5,250                   N/A                        N/A                         N/A                  Both
 169             $12,500                   N/A                        N/A                         N/A                  Both
 170             $26,500                   N/A                        N/A                         N/A                  Both
 171              $2,604                   N/A                      $15,000                     $15,348                Both
 172             $13,500                   N/A                        N/A                         N/A                  Both
 173              $1,454                   N/A                      $5,000                       $4,806                Both
 174              $4,550                   N/A                        N/A                         N/A                  Both
 175              $3,464                 $50,000                      N/A                       $10,153                Both
 176              $1,980                   N/A                        N/A                       $12,649                Both
 177              $4,700                   N/A                        N/A                         N/A                  Both
 178              $2,400                 $50,000                    $18,000                      $9,688                Both
 179             $24,000                   N/A                        N/A                         N/A                  Both
 180              $5,943                   N/A                        N/A                         N/A                  None
 181              $4,709                   N/A                      $14,000                     $17,604                Both
 182              $4,500                   N/A                        N/A                         N/A                  Both
 183             $12,750                   N/A                        N/A                         N/A                  Both
 184              $2,289                   N/A                        N/A                       $12,831                Both
 185             $19,024                   N/A                        N/A                         N/A                  Both
 186              $4,756                   N/A                      $19,000                     $14,479                Both
 187              $9,035                   N/A                        N/A                         N/A                  Both
 188              $3,849                   N/A                      $13,803                     $13,803                Both
 189             $11,000                   N/A                        N/A                         N/A                  Both
 190              $1,382                   N/A                      $25,000                      $9,753                Both
 191              $6,750                   N/A                        N/A                         N/A                  Both
 192              $3,450                   N/A                        N/A                         N/A                  Both
 193             $20,500                   N/A                        N/A                         N/A                  Both
 194                $795                   N/A                        N/A                         N/A                  Both
 195              $2,300                   N/A                        N/A                         N/A                  Both
 196              $1,870                   N/A                        N/A                       $12,469                Both
 197             $12,250                   N/A                        N/A                         N/A                  Both
 198              $4,500                   N/A                        N/A                         N/A                  Both
 199              $4,300                   N/A                        N/A                         N/A                  Both
 200             $14,450                   N/A                        N/A                         N/A                  Both
 201             $18,500                   N/A                        N/A                         N/A                  Both
 202             $18,376                   N/A                        N/A                         N/A                  Both
 203             $16,500                   N/A                        N/A                         N/A                  Both
 204              $1,563                   N/A                      $10,385                     $10,385                Both
 205              $2,500                   N/A                        N/A                         N/A                  Both
 206              $1,800                 $15,000                    $15,000                     $13,082                Both
 207             $16,000                   N/A                        N/A                         N/A                  Both
 208              $8,900                   N/A                        N/A                         N/A                  Tax
 209             $10,250                   N/A                        N/A                         N/A                  Both
 210              $8,250                   N/A                        N/A                         N/A                  Both
 211             $15,000                   N/A                        N/A                         N/A                  Both
 212              $1,710                   N/A                      $7,500                       $4,429                Both
 213              $4,500                   N/A                        N/A                         N/A                  Both
 214              $3,525                 $50,000                      N/A                       $21,285                Both
 215              $8,484                   N/A                        N/A                         N/A                  Both
 216             $10,500                   N/A                        N/A                         N/A                  Both
 217              $3,750                   N/A                        N/A                         N/A                  None
 218              $2,369                   N/A                      $12,000                     $15,989                Both
 219              $2,050                   N/A                        N/A                         N/A                  Both
 220              $6,000                   N/A                        N/A                         N/A                  Both
 221               N/A                     N/A                        N/A                         N/A                  Both
 222              $2,500                   N/A                        N/A                         N/A                  Both
 223             $10,250                   N/A                        N/A                         N/A                  None
 224              $8,183                   N/A                        N/A                         N/A                  Both
 225              $1,277                   N/A                      $6,720                       $6,295                Both
 226             $10,500                   N/A                        N/A                         N/A                  None
 227              $3,000                   N/A                        N/A                         N/A                  None
 228              $4,250                   N/A                        N/A                         N/A                  None



(A)  The underlying mortgage loans secured by BECO Park at Forbes Center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     BRIT III are cross-defaulted and cross-collateralized.
(B)  The underlying mortgage loans secured by Valwood Building 37 and Valwood
     Industrial Portfolio are cross-defaulted and cross-collateralized.
(C)  The underlying mortgage loans secured by 127 West 96th St. Loan 1 and 127
     West 96th. St. Loan 2 are cross-defaulted.



                   MAJOR TENANTS OF THE COMMERCIAL PROPERTIES



                                                                                 CUT-OFF
                                                                             DATE PRINCIPAL
   #        CROSSED    PROPERTY NAME                                           BALANCE (1)         PROPERTY TYPE    SQ. FT.
   -        -------    -------------                                           -----------         -------------    -------

    1                  Time Warner Retail                                     $ 320,000,000        Retail           343,161
    2                  275 Madison Avenue                                        71,000,000        Office           305,849
    3                  AT&T Consumer Services Headquarters                       58,000,000        Office           387,000
    4                  Eastgate Mall                                             53,700,000        Retail           557,191   (2)
    5          A       BECO Park at Forbes Center  - BRIT I                      30,947,673        Office           350,180
    6          A       BECO Park at Forbes Center - BRIT III                     17,228,601        Office           195,819
    7          A       BECO Park at Forbes Center - BRIT II                       3,669,054        Office            56,607
    8                  Orangefair Marketplace Shopping Center                    35,925,742        Retail           332,806   (3)
    9                  Pershing Park Plaza                                       29,500,000        Office           159,103
   10                  Shoppes of Paradise Isle Shopping Center                  28,000,000        Retail           172,350
   11                  1300 Parkwood Office Building                             27,500,000        Office           210,733
   13          B       Valwood Building 37                                        7,040,000        Industrial        98,965
   14a         B       Valwood Building 45                                        7,560,000        Industrial       100,490
   14b         B       Valwood Building 33                                        6,200,000        Industrial        99,656
   14c         B       Valwood Building 30                                        3,800,000        Industrial        54,000
   15                  City Centre Place                                         21,500,000        Office           103,199
   17                  5000 Shoreline Court                                      19,150,000        Office           138,399
   18a                 71-77 Summer Street                                        9,579,832        Office            59,710
   18b                 184 High Street                                            9,420,168        Office            50,044
   20                  Dekalb County Shopping Center                             17,980,112        Retail           155,648
   21                  Greendale Centre Shopping Center                          17,350,000        Retail           102,935
   23                  Pleasant Hill Square                                      17,120,000        Retail           282,137
   27                  Vallejo Plaza                                             16,181,830        Retail           239,705
   28                  Buckhead Pavilion                                         15,449,008        Retail            99,989
   29                  Clifty Crossing                                           15,334,034        Retail           177,050   (4)
   30                  Promenade Shopping Center                                 15,000,000        Retail           118,485
   33                  Commercial Street Business Center                         14,929,177        Industrial       337,585
   34                  FedEx - Midway                                            14,480,000        Industrial       156,554
   35                  Market Place at Concord Mills                             14,298,026        Retail           224,160   (5)
   38                  Brettwood Village                                         12,451,872        Retail           186,335
   40                  Bowles Avenue Marketplace                                 11,965,918        Retail           168,354
   41                  Brunswick Plaza West                                      11,925,000        Retail           115,348
   42                  Stevens Creek Office Center                               11,556,000        Office           107,679
   43                  Valley North Center                                       11,525,000        Retail           277,241   (6)
   45                  Mansfield Towne Crossing                                  10,982,300        Retail           112,078   (7)
   49                  Scottsdale Renaissance                                    10,167,785        Retail            38,537
   50                  Perimeter Center                                          10,000,000        Industrial        84,031
   51                  Warner View Corporate Center                               9,989,540        Office            61,355
   52                  The Atrium at Fairfield                                    9,451,719        Office            91,151
   55                  Greenbrier Plaza                                           9,055,561        Office           101,536
   57                  Sorrento Research Facility                                 8,790,161        Industrial        58,908
   60                  Riggs Plaza Shopping Center                                7,977,929        Retail            76,282
   64a                 222 Clematis Street                                        4,500,000        Office            32,281
   64b                 312 Clematis Street                                        3,200,000        Office            23,708
   69                  Margarita Promenade                                        7,224,000        Retail            43,074
   72                  Metro Business Park                                        6,900,000        Industrial       176,950
   73                  1221 Post Road East                                        6,480,136        Office            35,270
   77                  Dublin Sawmill Center                                      6,200,000        Retail            72,924
   79                  Shaw Business Center                                       6,100,000        Industrial       255,241
   80                  North Eastwood Shopping Center                             6,086,813        Retail           168,506
   82                  Civista Health Building                                    5,900,000        Office            42,637
   85                  Emerald Coast Centre                                       5,661,586        Retail            63,260
   86                  Business Park & Willow Creek                               5,550,000        Office            73,481
   90                  Carlsbad Courtyard                                         5,000,000        Office            39,477
   91                  Black Mountain Center                                      4,974,701        Retail            40,115
   93                  Natividad Office Complex                                   4,800,000        Office            37,131
   94                  Floral Park Promenade                                      4,743,657        Retail            55,841
   97                  2150 Point Blvd                                            4,455,136        Office            46,206
  101                  Kerrville Junction Shopping Center                         4,287,762        Retail            32,066
  103                  Walgreens - Rocky Mount, NC                                4,095,596        Retail            14,560
  104                  Walgreens - Casper, WY                                     4,080,773        Retail            14,560
  105                  Annapolis Technology Park-In Line                          3,982,449        Retail            16,250
  106                  Walgreens - Greenville (Evans)                             3,975,725        Retail            12,917
  109                  Wilshire Westgate Shopping Center                          3,923,506        Retail            77,993   (8)
  112                  Renaissance Park I                                         3,650,000        Office            29,489
  114                  Walgreens - Vernon, CT                                     3,596,177        Retail            14,490
  115                  17001 Science Drive                                        3,586,827        Office            30,450
  116                  Larchmont Street Retail                                    3,585,112        Retail            16,230
  117                  Colonial Court                                             3,540,000        Office            21,459
  119                  West River Crossing                                        3,500,000        Retail            32,452
  121                  Walgreens - Apple Valley, CA                               3,408,640        Retail            15,035
  122                  Timberstone Center                                         3,390,013        Retail            35,497
  123                  Lake Brandon Shopping Center                               3,387,363        Retail            18,801
  124                  CVS - Bessemer                                             3,375,000        Retail            10,880
  125                  South Melrose Office                                       3,300,000        Office            24,197
  126                  Weinecke Court                                             3,296,158        Mixed Use          8,907
  128                  Areis Building                                             3,212,474        Office            28,691
  129                  Yarmouth Crossing Retail Center                            3,200,000        Retail            20,186
  130                  San Dimas Town Center                                      3,200,000        Retail            25,800
  132                  16 Greenmeadow Drive                                       3,187,489        Office            35,286
  133                  Lakeside Center at Maryland Farms                          3,181,384        Retail            22,895
  134                  Walgreens - Miami, OK                                      3,124,763        Retail            14,560
  135                  Hunter's Retreat Professional Center                       3,030,000        Office            24,784
  136                  Renaissance Retail                                       $ 3,000,000        Retail            12,798
  137                  Shawnee Shopping Center                                    2,996,956        Retail            35,640
  140                  Polaris Professional Center                                2,945,873        Office            30,068
  141                  6401-6407 Van Nuys Blvd.                                   2,916,282        Retail             8,400
  142                  Gallery Park II Office                                     3,000,000        Office            30,490
  144                  Walgreens - Cable Road                                     2,894,031        Retail            14,490
  146                  Mountain Village                                           2,744,972        Retail             8,786
  147                  Ft. Dodge Shopping Center                                  2,715,000        Retail            33,700
  149                  North Village Square                                       2,682,958        Retail            24,361
  150                  Walgreens - Lubbock, TX                                    2,657,088        Retail            14,560
  151                  Walgreens - Long Beach                                     2,646,941        Retail            11,656
  153                  611 8th Avenue                                             2,490,646        Retail             3,752
  154                  Village Shoppes of Lighthouse Point                        2,489,541        Retail            35,285
  158                  North Canal Plaza                                          2,367,381        Retail            20,788
  159                  Spring Plaza Retail Center                                 2,342,055        Retail             9,154
  160                  Lakefront Professional Building                            2,290,619        Office            31,467
  161                  170-180 West Westfield Avenue                              2,226,133        Industrial        78,000
  165                  Silver Mill House                                          2,042,763        Retail             8,562
  166                  Fed Ex Ground Package                                      2,000,000        Industrial        55,957
  171                  Berry Hill Shopping Center                                 1,838,401        Retail            17,360
  173                  Market Square Retail Center                                1,796,775        Retail             9,691
  175                  Kingstowne Shops                                           1,794,735        Retail            23,093
  176                  Sundown Plaza                                              1,793,617        Retail            13,200
  178                  Saddleview Office Park                                     1,739,551        Office            12,000
  180                  7250 West Cermak                                           1,716,781        Retail            39,619
  181                  Dumar Plaza                                                1,696,678        Mixed Use         23,543
  184                  Mooresville Gateway Trade Court Shoppes                    1,600,000        Retail            15,262
  186                  310 & 320 Ed Wright Lane                                   1,594,415        Industrial        31,704
  188                  Hogan Retail Plaza Center                                  1,500,000        Retail            18,564
  190                  Reseda Retail Property                                     1,495,978        Retail             9,211
  194                  Annapolis Technology Park-BB&T                             1,433,564        Retail             5,300    (9)
  196                  2nd Street Plaza                                           1,397,083        Retail            12,469
  204                  South University Center                                    1,278,750        Retail            10,459
  206                  McDonald Avenue                                            1,213,695        Retail            12,000
  212                  Dollar Tree Plaza                                          1,050,000        Retail            11,400
  214                  Dyer Blvd Warehouse                                          994,661        Industrial        23,500
  218                  Village Tower Office Building                                945,273        Office            11,843
  225                  Berry Street Shopping Center                                 646,753        Retail             6,720






                            MAJOR                          MAJOR           MAJOR                           MAJOR
                         TENANT # 1                      TENANT # 1   TENANT # 1 LEASE                  TENANT # 2
  #                         NAME                          SQ. FT.      EXPIRATION DATE                     NAME
  -                         ----                          -------      ---------------                     ----

   1                 Whole Foods Market                    57,957        1/31/2024                        Equinox
   2                Valley National Bank                   26,400        3/31/2015                Corporate Suites 6 LLC
   3                        AT&T                          387,000         8/1/2014                          N/A
   4              Dillard's (Ground Lease)                194,022        1/31/2022                        Kohl's
   5                The PBM Limbach Group                  35,883        2/28/2007                    Northrup Gruman
   6             University Press of America               29,527        2/28/2009                   Encore Marketing
   7                     PS USA Inc.                        8,845        10/14/2005              Concentra Health Services
   8               Burlington Coat Factory                 75,000        9/30/2010              Circuit City (Ground Lease)
   9                      Jones Day                       136,766        11/1/2020                      NSI/Urbana
  10                      Best Buy                         29,920        1/31/2020                    Linens N Things
  11                  General Electric                    146,340         3/1/2014                       Omnicorp
  13                 CSI Control Systems                   98,965        11/30/2008                         N/A
  14a              Optek Technology, Inc.                  40,051        3/31/2011                Daikin U.S. Corporation
  14b            American Standard Companies               86,027        5/31/2010            Haas Publishing Companies, Inc.
  14c                   AdminiSource                       26,188        5/31/2010    Tyco Electronics Integrated Technologies, Inc.
  15 Santoro, Driggs, Walch, Kearney, Johnson & Thompson   32,024        1/31/2012        Lewis, Brisbois, Bisgaard & Smith, LLP
  17                      Actelion                         29,292        4/30/2011                         Keeco
  18a           National Consumer Law Center                9,432        8/31/2008                Architectural Engineers
  18b        The International Restaurant & Pub            10,319        8/31/2015                   Associated Press
  20                       TJ Maxx                         28,060        9/30/2011                       Old Navy
  21                  Bed Bath & Beyond                    33,208        1/31/2016               DSW Shoe Warehouse, Inc.
  23                     J.C. Penney                       50,000        8/31/2007                      Toys "R" Us
  27                    Seafood City                       58,522         7/1/2013                   DD's Discounters
  28                  TSA Stores, Inc.                     42,361        11/30/2018                   PETSMART, Inc.
  29                     Hobby Lobby                       56,924        3/31/2014                     Circuit City
  30                     Copeland's                        39,334        1/31/2011                     Circuit City
  33           UPS Supply Chain Solutions Inc.             99,456        9/30/2005                     AF Associates
  34                        FedEx                         156,554        1/31/2019                          N/A
  35                 BJs Wholesale Club                   108,532        9/24/2021                     Garden Ridge
  38                       Kroger                          55,277        4/30/2016                        TJ Maxx
  40                 Bally Total Fitness                   25,000        12/31/2012                   Hancock Fabrics
  41                    Price Chopper                      63,500        10/31/2021                      OfficeMax
  42                   NetManage, Inc.                     24,555        8/31/2009                     Tropian, Inc.
  43                Target (Ground Lease)                  97,000         9/8/2016                       JC Penney
  45                        Ross                           30,187         1/1/2015                        Staples
  49                       Bombay                           9,079        11/30/2012                       Jared's
  50                   Maximum Fitness                     23,883        7/31/2012                   Chadsworth & Haig
  51                   Value Home Loan                      7,297        9/30/2019                Canon Stanley Insurance
  52           New England Financial Services              23,543        3/31/2008                     John J. Scura
  55                  County of Orange                     52,489        6/30/2014            General Services Administration
  57            Alexion Pharmaceuticals, Inc.              25,240         8/5/2012                  SenDx Medical, Inc.
  60        Cococabana Restaurant/ Moussa Touree           20,000        7/31/2013                  Galaxy Bar & Grill
  64a             Design Within Reach, Inc.                 6,619         4/6/2013                   Ann Taylor, Inc.
  64b              Northam Furniture Inc.                   6,853        6/30/2009                       Script RX
  69                      La-Z-Boy                         15,500        5/31/2031                  Islands Restaurants
  72                    IHC Home Care                      64,852        12/31/2004                   NTB Dealerships
  73            Medical Education Consultants              12,144        8/31/2009                   Kaye Corporation
  77               Trader Joe's East, Inc                   9,853        1/31/2012             Shi Chi Japanese Steak House
  79              Pacific Coast Bus Service                30,275        7/31/2004                      Shack, Inc
  80                       Kroger                          56,000        4/20/2012                 Big Lots Stores, Inc.
  82              Ambulatory Surgery Center                14,100         1/6/2010                  American Radiology
  85                      OfficeMax                        23,500        4/30/2014                      Dollar Tree
  86            Semtech San Diego Corporation              24,972        9/30/2009              Acceris Communications, Inc
  90                     MedEx, Inc.                       24,827        9/30/2008                Pinnacle Recovery, Inc.
  91                        Napa                            5,000         2/1/2009                      Shri Mandir
  93               Dentistry for Children                   5,116        1/31/2014              Children's Miracle Network
  94                     Tutor Time                        10,420        10/31/2017                     Mega Video
  97                    Amano Enzymes                      25,006        1/23/2013                       Citicorp
 101                  Pier One Imports                      7,544        5/31/2011                     CiCi's Pizza
 103                      Walgreens                        14,560        10/31/2028                         N/A
 104                      Walgreens                        14,560        1/31/2029                          N/A
 105               PastaBlitz of Annapolis                  2,702        1/31/2016               Washington Mutual Bank FA
 106                      Walgreens                        12,917        10/31/2029                         N/A
 109               Hastings Entertainment                  26,028        4/30/2012                       Rite Aid
 112                   Woodbury & Co.                       9,130        4/30/2011              Morgan Stanley Dean Witter
 114                      Walgreens                        14,490        4/30/2029                          N/A
 115                Triton Services Inc.                    9,000        12/31/2010                 Bowie Crofton, LLC
 116                      Rite Aid                          9,930        1/31/2009                   Larchmont Beauty
 117                 Adams Laboratories                    13,500        8/31/2014                     A.G. Edwards
 119                   Hollywood Video                      5,600        1/31/2009                 Athletic and Therapy
 121                      Walgreens                        15,035         8/1/2029                          N/A
 122                 Social Expressions                     7,260        2/28/2008                       OUAC Inc.
 123                     Old Chicago                        6,000        1/25/2014                 Futons Etc Superstore
 124                         CVS                           10,880         6/1/2024                          N/A
 125               Winet, Patrick & Weaver                  4,670        12/31/2006            First Horizon Home Loan Corp.
 126            Active Endeavors of Evanston                4,700        6/30/2007                 Beam Enterprise, Ltd.
 128                    G&H Printing                        1,497        7/31/2005                    Antolin Blanco
 129                    Movie Gallery                       5,080        4/30/2007                       Pizza Hut
 130                     Dollar Tree                       15,368        11/4/2009                     Red Persimmon
 132                    Long & Foster                      11,961        4/30/2010               Nancy Forman Design, Inc.
 133                Carol G's Hair Salon                    3,400        7/30/2010                   Curves for Women
 134                      Walgreens                        14,560        7/31/2028                          N/A
 135               Winfield Consulting LLC                  6,196        6/30/2009          Decision Engineering Associates LLC
 136                  Wells Fargo Bank                      2,966        6/30/2014           Urban Real Estate Services, Inc.
 137                     Dollar Tree                       16,940        7/31/2014                         Cato
 140                Marden Rehabilitation                   7,897        7/31/2011                    Coldwell Banker
 141                    Superclinics                        3,500        5/31/2008                      Footlocker
 142            Associates in Women's Health                6,506        3/31/2006                   Pharmacy Network
 144                      Walgreens                        14,490        7/31/2028                          N/A
 146                 New Orleans Express                    2,000        3/13/2014                    El Gran Burrito
 147                     Dollar Tree                       12,000        5/31/2009                     Rent A Center
 149                   Coby Jacks, Inc                      5,404         6/1/2004                        Curves
 150                      Walgreens                        14,560        9/30/2029                          N/A
 151                      Walgreens                        11,656        10/31/2029                         N/A
 153              Payless ShoeSource, Inc.                  3,752        5/31/2014                          N/A
 154                    Supermercado                        5,850         8/1/2020                     Chez Collette
 158                   Hibbett Sports                       4,800        1/31/2007                     China Gardens
 159                Kraven the Good Life                    1,595        10/31/2008               Thomas Mai & De Nguyen
 160                    Hibernia Bank                       9,040        8/31/2019                    UNO Foundation
 161                   Korinos Village                     20,000        12/31/2008                   New Era Imports
 165               Baja Cantina Restaurant                  3,984        5/15/2015                       Surefoot
 166                        FedEx                          55,957        8/31/2013                          N/A
 171                        Guava                           4,200        4/21/2014                  Berryhill Cleaners
 173                   Mattress Giant                       5,000        6/30/2013                       Supercuts
 175                        IHOP                            4,640        9/30/2017                 Nationwide Insurance
 176                    Sweet Whimze                        2,300        8/31/2006               A B Bogue Enterprises LLC
 178                  B-Cubed Law Firm                      3,299        9/30/2009                  Wachovia Securities
 180           Wickes Furniture Company, Inc.              39,619        12/31/2018                         N/A
 181            Aid to Victims Domestic Abuse               4,340        11/30/2007               A-1 Thai International
 184                LKN Enterprises, Inc.                   2,146        10/31/2008                Legends Espresso Bar
 186             White Directory Of Virginia                4,650        6/30/2008                       Serv Pro
 188                La Fiesta Restaurant                    3,121        7/16/2005                     Hogan Laundry
 190                      7-Eleven                          2,525        8/31/2013                        Subway
 194                 BB&T (Ground Lease)                    5,300        8/31/2023                          N/A
 196                    Ridge Realty                        1,127        10/30/2005                 Jeff Cvelic Realty
 204                   SuperTan, Inc.                       2,456        8/31/2010         Electronics Boutique of America, Inc.
 206                  D.G. Trading LLC                      3,000        4/30/2007              Romeo Furniture Group Inc.
 212                     Dollar Tree                        9,000        12/31/2019                      EB Games
 214                  KS Telecom, Inc.                     16,000        12/31/2012             Precision Cast Stone, Inc.
 218               Technomedia Int'l, Inc.                  3,508        8/31/2006                 Sage Crisp USA, Inc.
 225                         EDO                            1,936        6/30/2009                       Ace Cash







               MAJOR               MAJOR                             MAJOR                           MAJOR             MAJOR
             TENANT # 2      TENANT # 2 LEASE                     TENANT # 3                      TENANT # 3      TENANT # 3 LEASE
   #          SQ. FT.        EXPIRATION DATE                         NAME                           SQ. FT.        EXPIRATION DATE
   -          -------        ---------------                         ----                           -------        ---------------

    1         41,756             2/28/2019                          Borders                         26,000           2/28/2019
    2         25,000             3/31/2020               Massey Knakal Realty Services              13,780           10/31/2014
    3           N/A                 N/A                               N/A                             N/A               N/A
    4         94,900             7/31/2015                Steve & Barry's University                19,369           1/31/2011
    5         22,679             4/30/2009                           C.S.C                          22,500           9/30/2005
    6         28,011             2/28/2008                   Advertising Premiums                   27,562           5/31/2009
    7          7,878             6/30/2013                         PrimeNet                          5,726           9/14/2005
    8         38,100             1/31/2017                        Marshall's                        31,444           1/31/2009
    9         18,881             2/1/2006                  Urbana-Management Office                  3,456            6/1/2009
   10         26,210             1/31/2015                       Office Depot                       21,402           12/31/2015
   11         10,016             10/1/2010                       Image Design                        8,919           10/1/2005
   13           N/A                 N/A                               N/A                             N/A               N/A
   14a        25,600             1/31/2010                All Seasons Services, Inc.                16,800           1/31/2008
   14b        13,629             9/30/2008                            N/A                             N/A               N/A
   14c        18,000            11/30/2008                       Save On Mail                        9,812           5/31/2010
   15         18,864             6/30/2012                 Manior Eglet Cottle, LLP                 16,864           12/31/2011
   17         28,316             7/31/2014                        Lifemasters                       27,825           10/31/2011
   18a         6,075            12/31/2007               The Steppingstone Foundation                6,075           10/31/2005
   18b         9,346             8/31/2006           Northfield Information Services, Inc.           8,784           3/31/2009
   20         20,836             2/29/2012                         Michaels                         20,341           10/31/2011
   21         23,876             1/31/2011                           DEAL$                           8,052           10/31/2006
   23         48,134             1/31/2008                      Jo-Ann Fabrics                      45,970           1/31/2011
   27         28,958             2/28/2014                        The Banquet                       19,490           5/31/2009
   28         25,075             1/31/2014                    Eatzi's/Tandy Corp.                   16,512           5/31/2009
   29         35,032             1/31/2020                    Bed, Bath & Beyond                    20,012           1/31/2014
   30         25,000             6/20/2008                      Barnes & Noble                      21,353           1/31/2012
   33         33,280            11/30/2014                   Johnson Matthey, Inc.                  25,208           5/31/2005
   34           N/A                 N/A                               N/A                             N/A               N/A
   35        108,338             10/3/2017          Carrabbas Italian Grill (Ground Lease)           7,290           12/31/2013
   38         31,902             8/31/2014                    Old Country Buffet                     9,926           8/31/2006
   40         17,000             9/30/2013                       Fox and Hound                      12,594           7/31/2007
   41         23,500            10/31/2012                         Autozone                          6,822           5/31/2007
   42         18,448             3/31/2006                      Tymphany Corp.                       6,286           12/31/2004
   43         71,760             8/31/2006                         Rite Aid                         33,150           1/31/2010
   45         20,388             8/1/2018                           Pier 1                          10,800           8/31/2014
   49          6,872             1/31/2017                     Downeside Grille                      6,747           1/31/2015
   50         12,524             7/31/2007                Klein Technology Group, LLC                9,167           2/28/2009
   51          4,339             4/30/2008                 Santiago, Rodunsky, Jones                 3,565           3/31/2009
   52          8,544             3/31/2008                       SEPPIC, Inc.                        7,134           3/31/2007
   55          8,661             1/8/2005              Chun-Ha Insurance Services, Inc.              5,971           11/30/2008
   57         24,868             5/31/2010             ALTA Analytical Laboratory, Inc.              8,800           6/30/2008
   60         18,975             7/31/2013                       Asian Village                      16,875           1/31/2009
   64a         5,050             1/31/2010                    French Bistrot, LLC                    4,712           8/31/2006
   64b         4,055             7/19/2008                      WPB Rhino, Inc.                      2,791           12/31/2004
   69          5,346             8/31/2024                       Krispy Kreme                        4,000           7/31/2019
   72         16,910             9/30/2004                    Hussman Corporation                   14,100           6/30/2008
   73         10,370            12/31/2007               Alliance Group Services Inc.                7,300           12/31/2005
   77          5,800            12/31/2008              Nissin Travel Service (USA) Inc              5,380           12/31/2008
   79         23,400            11/30/2005                 North Slate Environmental                20,000           12/31/2004
   80         27,204             1/31/2007                       Family Dollar                      11,722           12/31/2005
   82          7,734            12/31/2005           Bio-Medical Applications of Maryland            6,966           11/30/2010
   85          8,206             8/31/2006                    Beall's Home Outlet                    6,000           4/30/2007
   86         24,312             4/30/2006                  Winet, Patrick & Weaver                  4,670           12/31/2006
   90          6,414             7/31/2009                            N/A                             N/A               N/A
   91          3,650             5/1/2005                  Coconut Grove Restaurant                  3,500            7/1/2008
   93          3,968             7/31/2007                    In Soo (Tommy) Chun                    3,558           3/31/2014
   94          5,600             4/30/2008                       Dollar Worlds                       3,120           7/20/2006
   97         14,046            10/30/2009                 Bosch Rexroth Corporation                 4,983           7/14/2008
  101          4,000             4/30/2005                           Cato                            4,000           1/31/2010
  103           N/A                 N/A                               N/A                             N/A               N/A
  104           N/A                 N/A                               N/A                             N/A               N/A
  105          2,630            12/31/2008                    The Coffee Beanery                     1,479           9/30/2013
  106           N/A                 N/A                               N/A                             N/A               N/A
  109         22,728             1/31/2010                     Smith's Baby News                    11,131            1/1/2006
  112          7,287             7/31/2010                     Swain Management                      5,347           6/30/2007
  114           N/A                 N/A                               N/A                             N/A               N/A
  115          7,470             7/31/2011              Accent Business Interiors, Inc.              4,020           4/30/2009
  116          2,120             6/14/2009                   Starbucks Corporation                   1,150           12/1/2011
  117          3,500            10/31/2011                       Tutoring Club                       2,500           2/28/2009
  119          5,162             8/31/2007                     Brean Book Store                      4,000           10/1/2004
  121           N/A                 N/A                               N/A                             N/A               N/A
  122          4,860             7/31/2006                Jim's Pizza Paddle II, Inc.                3,214           1/31/2009
  123          3,495             3/18/2009               Tsunami Sushi & Hibachi Grill               3,002           4/11/2014
  124           N/A                 N/A                               N/A                             N/A               N/A
  125          4,398             7/31/2007           Fidelity National Title Insurance Co.           3,013           4/30/2006
  126          1,575             1/31/2008                  Great Lakes Bagel, LLC                   1,490           1/31/2011
  128          1,338            12/15/2005                       Kinne McCabe                         775            2/28/2005
  129          2,328             7/31/2007                   Cats Here Dogs There                    2,075           6/30/2005
  130          2,000            10/24/2014                         Starbucks                         1,732           9/16/2014
  132          7,042             4/30/2011               Henry J. Knott Masonry, Inc.                2,589           10/31/2016
  133          3,127             8/25/2008                         Chez Jose                         2,604           8/30/2010
  134           N/A                 N/A                               N/A                             N/A               N/A
  135          6,196             5/14/2009                   Wells Fargo Mortgage                    3,098           10/31/2007
  136          2,910             4/30/2014                       It's a Grind                        1,372           4/30/2014
  137          3,900             8/30/2009                    Payless Shoesource                     3,000           8/30/2009
  140          5,713             6/30/2006                Primary Care Partners, Inc.                4,929           2/28/2011
  141          2,200             1/31/2007                    City Check Cashier                     1,500           12/1/2012
  142          5,150            10/31/2005                    Martin, Boal, et al                    4,900           3/31/2006
  144           N/A                 N/A                               N/A                             N/A               N/A
  146          2,000             5/31/2013                   Quizno's Classic Subs                   1,316           4/30/2013
  147          4,200             9/30/2009                           Cato                            3,900           1/31/2009
  149          2,602             8/1/2006                         Temple Beit                        2,492           9/30/2004
  150           N/A                 N/A                               N/A                             N/A               N/A
  151           N/A                 N/A                               N/A                             N/A               N/A
  153           N/A                 N/A                               N/A                             N/A               N/A
  154          1,935             3/31/2015                       Merry Mailman                       1,420           11/30/2008
  158          3,200             5/31/2013                       Payless Shoes                       2,800           8/31/2009
  159          1,537            10/16/2013                       Fit Tech, Inc                       1,537           11/29/2008
  160          3,374             3/31/2005                        State Farm                         2,100           7/31/2005
  161         12,000            12/31/2006                         Fleetwash                         6,000           2/28/2009
  165          2,820            12/31/2006                          SkiNSee                          1,758            7/1/2009
  166           N/A                 N/A                               N/A                             N/A               N/A
  171          2,345             1/10/2013                      The Lan Matrix                       2,135           10/2/2008
  173          1,852             6/30/2006                         Quizno's                          1,832           12/31/2008
  175          2,748            11/20/2009                       Debra Hall MD                       2,425           5/31/2006
  176          2,200             9/30/2007                       Sunlife, Inc.                       2,200           2/28/2005
  178          2,752             6/30/2006                  Center for Team Health                   2,701           10/31/2004
  180           N/A                 N/A                               N/A                             N/A               N/A
  181          4,000             4/30/2007               Bill Hood & Sons Auctioneers                3,512           6/30/2007
  184          1,945             5/30/2009                        Iron Grill                         1,760           12/31/2013
  186          3,348            12/31/2008                      A Touch of Sun                       3,100           5/31/2010
  188          2,200             5/31/2005                        El Pachuco                         1,805           2/28/2005
  190          1,140             3/31/2007                      Falafel Express                      1,052           6/30/2005
  194           N/A                 N/A                               N/A                             N/A               N/A
  196           974              2/28/2006                          Barnums                           930             3/6/2006
  204          1,500             9/30/2009                    Cold Stone Creamery                    1,500           8/31/2009
  206          3,000             4/30/2007                        J&S Cabinet                        3,000           9/30/2007
  212          1,200            12/31/2009                        Check-N-Go                         1,200           2/28/2007
  214          7,500            11/30/2005                            N/A                             N/A               N/A
  218          1,929             9/30/2005                       Lee Graphics                        1,627           2/28/2005
  225          1,680            12/31/2008                      Gamestop, Inc.                       1,680           3/31/2007


(A)  The underlying mortgage loans secured by BECO Park at Forbes Center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     BRIT III are cross-defaulted and cross-collateralized.
(B)  The underlying mortgage loans secured by Valwood building 37 and Valwood
     industrial portfolio are cross-defaulted and cross-collateralized.
(1)  Based on a cut-off date in december 2004.
(2)  Eastgate Mall square footage includes 194,022 SF ground leased to Dillards.
(3)  Orangefair Marketplace Shopping Center square footage includes 38,100 SF
     ground leased to Circuit City, 22,500 SF ground leased to Bally's Total
     Fitness, 7,100 SF ground leased to Tony Roma's and 2,240 SF ground leased
     to El Pollo Loco.
(4)  Clifty Crossing square footage includes 6,700 SF ground leased to Chili's.
(5)  Market Place at Concord Mills square footage includes 7,290 SF ground
     leased to Carrabas Italian Grill.
(6)  Valley North Center square footage includes 97,000 SF ground leased to
     Target, 6,351 SF ground leased to Red Robin, 5,000 SF ground leased to
     Applebees and 2,000 SF ground leased to Taco Bell.
(7)  Mansfield Towne Crossing square footage includes 4,500 SF ground leased to
     Regions Bank.
(8)  Wilshire Westgate shopping center square footage includes 4,225 SF ground
     leased to Zions Bank.
(9)  Annapolis Technology Park-BB&T square footage includes 5,300 SF ground
     leased to BB&T.



                              MULTIFAMILY SCHEDULE


                                                                                                                 UTILITIES
                                                                                                                   TENANT
   #       CROSSED      PROPERTY NAME                                         PROPERTY SUBTYPE                      PAYS
   -       -------      -------------                                         ----------------                      ----

   12                   River Road Apartments                                   Conventional                      Electric
   16                   Villas at D'Andrea                                      Conventional            Electric, Gas, Water, Sewer
   19                   Town Hall Terrace                                       Conventional                      Electric
   22                   Spinnaker Court Apartments                              Conventional                      Electric
   24                   Estates at Charlotte - 1420 Magnolia                    Conventional               Electric, Water, Sewer
   25                   Kingwood Lakes Apartments                               Conventional                  Electric, Water
   31                   Sanctuary of Woodshire                                  Conventional            Electric, Gas, Water, Sewer
   32                   Medical Center Apartments                               Conventional               Electric, Water, Sewer
   36                   Parkside Apartments                                     Conventional               Electric, Water, Sewer
   37                   Midtown Terrace Apartments                              Conventional                      Electric
   39                   Cross Creek Apartments                                  Conventional                      Electric
   44                   Commons on Edgebrook Apartments                         Conventional               Electric, Water, Sewer
   46                   Campus View Apts                                        Conventional                  Electric, Water
   48                   Celeron Square Apartments                               Conventional                      Electric
   53                   Hyperion Apartments                                     Conventional               Electric, Water, Sewer
   56                   Campus Village                                          Conventional            Electric, Water, Sewer, Gas
   58                   Blackthorn Apartments                                   Conventional               Electric, Water, Sewer
   59                   Meridian Court South Apartments                         Conventional                      Electric
   61                   Jemison Flats                                           Conventional                      Electric
   62                   Windsor Place Apartments                                Conventional            Electric, Gas, Water, Sewer
   63                   Ridge View Apartments                                   Conventional                      Electric
   66                   Countryside Village Apartments                          Conventional                        None
   68                   Washington Townhomes Apartments                         Conventional               Electric, Water, Sewer
   70                   Indian Wells Apartments                                 Conventional                      Electric
   71                   Peppertree Apartments                                   Conventional               Electric, Water, Sewer
   75                   Magnolia Apartments                                     Conventional                        None
   76                   Mission Village                                         Conventional                      Electric
   78                   Pecos Point                                             Conventional                   Electric, Gas
   83                   Oakwood Apartments                                      Conventional                      Electric
   84                   Chateaux Fall Creek                                     Conventional               Electric, Water, Sewer
   88                   Rugby McIntyre Apartments                               Conventional                      Electric
   92                   Renaissance Gardens Apartments                          Conventional                      Electric
   95                   Hunter's Run Apartments                                 Conventional            Electric, Gas, Water, Sewer
   96                   Canyon Pointe Apartments                                Conventional                      Electric
   98                   Kimberly Court Apartments                               Conventional                      Electric
  100                   Mill Valley Apartments                                  Conventional                      Electric
  102                   Autry Portfolio - Sangre De Cristo                      Conventional                        None
  107         C         127 West 96th St. Loan 1                                Cooperative                    Electric, Gas
  108         C         127 West 96th St. Loan 2                                Cooperative                    Electric, Gas
  110                   Venezia & Electric Avenue                               Conventional                      Electric
  111                   Shores at Lake Point                                    Cooperative                    Electric, Gas
  118a                  25 Cervantes Boulevard                                  Conventional                   Electric, Gas
  118b                  2395 Francisco Street                                   Conventional                   Electric, Gas
  118c                  15 & 27 Alhambra                                        Conventional                   Electric, Gas
  120                   Rochelle Place                                          Conventional            Electric, Gas, Water, Sewer
  126                   Weinecke Court                                       Multifamily/Retail         Electric, Gas, Water, Sewer
  127                   Autry Portfolio - Valley Apartments                     Conventional                        None
  131                   Durrett Village II Apartments                           Conventional                      Electric
  138                   Oak Park Apartments                                     Conventional                      Electric
  139                   Concord Apartments                                      Conventional                      Electric
  148                   Shaker Hall Apartments                                  Conventional                   Electric, gas
  156                   Autry Portfolio - Mountain View III Apartments          Conventional                        None
  157                   Broadway Terrace Apartments                             Conventional                   Electric, Gas
  162                   Greenfield Village Apartments                           Conventional                   Electric, Gas
  167                   John's Creek Apartments                                 Conventional                   Electric, Gas
  169                   Parklee Apartments                                      Conventional                        None
  170                   Autry Portfolio - Mountain View II Apartments           Conventional                        None
  172                   Williamsville Village Apartments                        Conventional                      Electric
  179                   The Villa Apartments                                    Conventional                        None
  183                   Colonial Court Apartments                               Conventional                      Electric
  185                   Queen Mary Apartments                                   Conventional                   Electric, Gas
  189                   Memorial Springs Apartments                             Conventional                      Electric
  193                   McKinley Woods Apartments                               Conventional                   Electric, Gas
  197                   Kenny Road Apartments                                   Conventional                   Electric, Gas
  198                   Lakes IV Apartments                                     Conventional               Electric, Water, Sewer
  201                   Autry Portfolio - Dona Ana I Apts                       Conventional                        None
  202                   Durrett Village I Apartments                            Conventional                      Electric
  203                   Homestead Apartments                                    Conventional                   Electric, Gas
  207                   Autry Portfolio - Santa Fe Apartments                   Conventional                        None
  209                   Holiday Meadows Apartments                              Conventional               Electric, Water, Sewer
  210                   South Point Oaks Apartments                             Conventional            Electric, Gas, Water, Sewer
  211                   Autry Portfolio - Dona Ana II Apartments                Conventional                        None
  213                   Meridian Apartments                                     Conventional                        None
  216                   Hillcrest Apartment Community                           Conventional               Electric, Water, Sewer
  217                   14-16 E. 17th St.                                       Cooperative                       Electric
  220                   Amber Point Apartments                                  Conventional                      Electric
  222                   1803 19th St                                            Conventional                        None
  223                   421 West 57th Street                                    Cooperative                       Electric
  226                   3810 Greystone Avenue                                   Cooperative                       Electric
  227                   31-33 Mercer Street                                     Cooperative                       Electric
  228                   482 E. 9th Street Brooklyn                              Cooperative                       Electric






                         SUBJECT        SUBJECT          SUBJECT        SUBJECT        SUBJECT          SUBJECT        SUBJECT
               #         STUDIO          STUDIO          STUDIO           1 BR           1 BR            1 BR            2 BR
   #       ELEVATORS      UNITS        AVG. RENT        MAX. RENT        UNITS        AVG. RENT        MAX. RENT        UNITS
   -       ---------      -----        ---------        ---------        -----        ---------        ---------        -----

   12          0           N/A            N/A              N/A            500            $542            $625            232
   16          0           N/A            N/A              N/A             64            $780            $870            168
   19          0            3             $765            $950            133            $642            $870            233
   22          0           N/A            N/A              N/A            322            $528            $590            212
   24          2           N/A            N/A              N/A             67            $823            $890            122
   25          0           N/A            N/A              N/A            158            $528            $650            196
   31          0           N/A            N/A              N/A             15            $945            $965             91
   32          0           N/A            N/A              N/A            112            $591            $642            116
   36          0           N/A            N/A              N/A            128            $838           $1,665            88
   37          1           N/A            N/A              N/A             82            $780            $925             78
   39          0           N/A            N/A              N/A             84            $662            $680            176
   44          0           N/A            N/A              N/A            292            $430            $535             76
   46          0           N/A            N/A              N/A            N/A            N/A              N/A             16
   48          0           N/A            N/A              N/A             40            $705            $725             57
   53          0           20             $541            $560            131            $627            $755             92
   56          1           N/A            N/A              N/A            N/A            N/A              N/A              6
   58          0           N/A            N/A              N/A             84            $548            $575             96
   59          0           N/A            N/A              N/A            170            $509            $575            120
   61          1            8             $746            $875             22            $845           $1,030            29
   62          0           N/A            N/A              N/A             23            $666            $680            133
   63          0           N/A            N/A              N/A            N/A            N/A              N/A            147
   66          0           64             $373            $505             72            $464            $618            168
   68          0           N/A            N/A              N/A            N/A            N/A              N/A             65
   70          0           N/A            N/A              N/A            N/A            N/A              N/A             88
   71          0           N/A            N/A              N/A             80            $474            $550            104
   75          1           48            $1,477          $1,675            44           $1,757          $1,900             6
   76          0           N/A            N/A              N/A             97            $536            $559            103
   78          0           N/A            N/A              N/A            N/A            N/A              N/A            100
   83          0           N/A            N/A              N/A            136            $435            $540             80
   84          0           N/A            N/A              N/A             25            $725            $765             60
   88          1           19             $579            $589             35            $739            $810             17
   92          0            4             $501            $513             68            $570            $710             88
   95          0           N/A            N/A              N/A             39            $578            $725             88
   96          0           N/A            N/A              N/A             22            $430            $469            122
   98          0           N/A            N/A              N/A            118            $508            $579             76
  100          0           12             $433            $450             80            $522            $560             72
  102          0           N/A            N/A              N/A             40            $505            $505             64
  107          2           61            $1,859          $2,500            62           $2,873          $3,150            16
  108          2           61            $1,859          $2,500            62           $2,873          $3,150            16
  110          0           N/A            N/A              N/A             1            $1,200          $1,200            27
  111          0           N/A            N/A              N/A            N/A            N/A              N/A             92
  118a         0            9            $1,086          $1,300            9            $1,556          $2,000           N/A
  118b         0           12             $851           $1,150            6            $1,503          $1,900           N/A
  118c         0            8            $1,013          $1,100            4            $1,800          $1,525           N/A
  120          0           N/A            N/A              N/A             48            $507            $560             64
  126          0           N/A            N/A              N/A             1            $1,500          $1,500             8
  127          0           N/A            N/A              N/A             40            $490            $490             84
  131          0           N/A            N/A              N/A            N/A            N/A              N/A             92
  138          0           N/A            N/A              N/A            N/A            N/A              N/A            136
  139          0           12             $516            $642             57            $650            $775             12
  148          2            6             $369            $380             83            $614           $1,100            13
  156          0           12             $420            $420             24            $493            $493             64
  157          0           N/A            N/A              N/A             8             $488            $490             72
  162          0           N/A            N/A              N/A             20            $411            $505             45
  167          0           N/A            N/A              N/A             32            $507            $525             64
  169          1           35             $580            $675             11            $704            $825              4
  170          0           16             $428            $428             32            $495            $495             39
  172          0           N/A            N/A              N/A            N/A            N/A              N/A             54
  179          0           N/A            N/A              N/A             24            $365            $365             56
  183          0           13             $478            $500             30            $576            $590              8
  185          0           N/A            N/A              N/A             24            $543            $560             48
  189          0           N/A            N/A              N/A             14            $507            $535             30
  193          0           N/A            N/A              N/A             40            $434            $704             42
  197          0           N/A            N/A              N/A             49            $472            $490            N/A
  198          0           N/A            N/A              N/A            N/A            N/A              N/A             18
  201          0           N/A            N/A              N/A             8             $437            $437             46
  202          0           N/A            N/A              N/A            N/A            N/A              N/A             64
  203          1            3             $350            $350             55            $450            $450              8
  207          0           N/A            N/A              N/A             16            $522            $522             32
  209          0           N/A            N/A              N/A             1             $365            $365             40
  210          0            2             $395            $400             9             $493            $550             12
  211          0           N/A            N/A              N/A             10            $421            $421             20
  213          0           N/A            N/A              N/A            N/A            N/A              N/A             18
  216          0           N/A            N/A              N/A             8             $381            $395             34
  217          1           N/A            N/A              N/A             1            $2,667          $2,667           N/A
  220          0           N/A            N/A              N/A            N/A            N/A              N/A             12
  222          0            6             $913           $1,000            4            $1,163          $1,400           N/A
  223          1           12            $1,469          $1,550            29           $1,678          $2,000           N/A
  226          1            2            $1,100          $1,100            34           $1,124          $1,450             6
  227          1           N/A            N/A              N/A            N/A            N/A              N/A              5
  228          0           N/A            N/A              N/A             2             $900            $900              9






            SUBJECT         SUBJECT         SUBJECT       SUBJECT         SUBJECT         SUBJECT         SUBJECT          SUBJECT
              2 BR           2 BR            3 BR           3 BR            3 BR            4 BR            4 BR            4 BR
   #       AVG. RENT       MAX. RENT         UNITS       AVG. RENT       MAX. RENT         UNITS         AVG. RENT        MAX. RENT
   -       ---------       ---------         -----       ---------       ---------         -----         ---------        ---------

   12         $726           $815             N/A           N/A             N/A             N/A             N/A              N/A
   16         $966          $1,065            24           $1,190          $1,240           N/A             N/A              N/A
   19        $1,785         $1,381            21           $1,381          $1,785           N/A             N/A              N/A
   22         $694           $775             N/A           N/A             N/A             N/A             N/A              N/A
   24        $1,068         $1,300            15           $1,400          $1,400           N/A             N/A              N/A
   25         $702           $999             36            $888           $1,105           N/A             N/A              N/A
   31        $1,146         $1,190            76           $1,275          $1,340           N/A             N/A              N/A
   32         $728           $794             48            $899            $961            N/A             N/A              N/A
   36         $983          $1,065            24           $1,251          $1,350           N/A             N/A              N/A
   37         $928          $1,075            26           $1,197          $1,275           N/A             N/A              N/A
   39         $820           $840             30           $1,010          $1,085           N/A             N/A              N/A
   44         $629           $750             60            $756            $850             16             $838            $880
   46         $809           $820             N/A           N/A             N/A             156            $1,166          $1,280
   48        $1,061         $1,155            62           $1,314          $1,594           N/A             N/A              N/A
   53         $778           $815             N/A           N/A             N/A             N/A             N/A              N/A
   56        $1,207         $1,250            N/A           N/A             N/A              54            $1,821          $2,130
   58         $679           $750             12            $850            $850            N/A             N/A              N/A
   59         $700           $780             N/A           N/A             N/A             N/A             N/A              N/A
   61        $1,411         $2,400            N/A           N/A             N/A             N/A             N/A              N/A
   62         $738           $836             N/A           N/A             N/A             N/A             N/A              N/A
   63         $772           $975             N/A           N/A             N/A             N/A             N/A              N/A
   66         $553           $681             N/A           N/A             N/A             N/A             N/A              N/A
   68        $1,167         $1,250             8           $1,404          $1,495           N/A             N/A              N/A
   70         $647           $803             88            $721            $895            N/A             N/A              N/A
   71         $577           $695             24            $800            $960            N/A             N/A              N/A
   75        $2,438         $2,475            N/A           N/A             N/A             N/A             N/A              N/A
   76         $594           $749             N/A           N/A             N/A             N/A             N/A              N/A
   78         $643           $694             60            $744            $867            N/A             N/A              N/A
   83         $577           $630             N/A           N/A             N/A             N/A             N/A              N/A
   84         $860          $1,040            18            $978           $1,075            12            $1,198          $1,380
   88        $1,171         $1,350             3           $1,617          $1,700            2             $2,095          $2,095
   92         $705           $995             N/A           N/A             N/A             N/A             N/A              N/A
   95         $667           $730             N/A           N/A             N/A             N/A             N/A              N/A
   96         $536           $652             N/A           N/A             N/A             N/A             N/A              N/A
   98         $655           $709             N/A           N/A             N/A             N/A             N/A              N/A
  100         $629           $655             N/A           N/A             N/A             N/A             N/A              N/A
  102         $607           $607             40            $671            $671             20             $745            $745
  107        $3,645         $3,825             3           $4,542          $4,950           N/A             N/A              N/A
  108        $3,645         $3,825             3           $4,542          $4,950           N/A             N/A              N/A
  110        $1,689         $2,100            N/A           N/A             N/A             N/A             N/A              N/A
  111        $1,250         $1,250            N/A           N/A             N/A             N/A             N/A              N/A
  118a        N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  118b        N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  118c        N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  120         $632           $689             N/A           N/A             N/A             N/A             N/A              N/A
  126        $2,139         $2,885             2           $3,300          $3,300           N/A             N/A              N/A
  127         $524           $530             16            $710            $710            N/A             N/A              N/A
  131         $702          $1,050            N/A           N/A             N/A             N/A             N/A              N/A
  138         $415           $720             N/A           N/A             N/A             N/A             N/A              N/A
  139         $739           $925             N/A           N/A             N/A             N/A             N/A              N/A
  148         $744           $895             N/A           N/A             N/A             N/A             N/A              N/A
  156         $578           $578             36            $673            $673            N/A             N/A              N/A
  157         $540           $590             N/A           N/A             N/A             N/A             N/A              N/A
  162         $537           $600             10            $653            $720            N/A             N/A              N/A
  167         $603           $630              4            $700            $710            N/A             N/A              N/A
  169         $818           $875             N/A           N/A             N/A             N/A             N/A              N/A
  170         $578           $597             18            $693            $693            N/A             N/A              N/A
  172         $610           $615             N/A           N/A             N/A             N/A             N/A              N/A
  179         $460           $460             N/A           N/A             N/A             N/A             N/A              N/A
  183         $674           $700             N/A           N/A             N/A             N/A             N/A              N/A
  185         $592           $700             N/A           N/A             N/A             N/A             N/A              N/A
  189         $610           $635             N/A           N/A             N/A             N/A             N/A              N/A
  193         $635           $730             N/A           N/A             N/A             N/A             N/A              N/A
  197         N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  198         $900           $925             N/A           N/A             N/A             N/A             N/A              N/A
  201         $510           $533             20            $620            $627            N/A             N/A              N/A
  202         $650          $1,050            N/A           N/A             N/A             N/A             N/A              N/A
  203         $550           $550             N/A           N/A             N/A             N/A             N/A              N/A
  207         $635           $635             16            $738            $738            N/A             N/A              N/A
  209         $540           $600             N/A           N/A             N/A             N/A             N/A              N/A
  210         $643           $675             10            $795            $825            N/A             N/A              N/A
  211         $479           $479             30            $591            $591            N/A             N/A              N/A
  213         $945           $945             N/A           N/A             N/A             N/A             N/A              N/A
  216         $434           $450             N/A           N/A             N/A             N/A             N/A              N/A
  217         N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  220         $524           $525             12            $600            $600            N/A             N/A              N/A
  222         N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  223         N/A             N/A             N/A           N/A             N/A             N/A             N/A              N/A
  226        $1,498         $1,800            N/A           N/A             N/A             N/A             N/A              N/A
  227        $3,780         $3,900             6           $5,796          $6,967            1             $8,333          $8,333
  228        $1,533         $1,650             6           $1,650          $1,650           N/A             N/A              N/A



(C)  The underlying mortgage loans secured by 127 West 96th St. Loan 1 and 127
     West 96th. St. Loan 2 are cross-defaulted.



                        RECURRING RESERVE CAP INFORMATION



                                                                                                                  CONTRACTUAL
                                                                                              CUT-OFF DATE         RECURRING
                             LOAN                                                               PRINCIPAL         REPLACEMENT
   #         CROSSED         GROUP       LOAN NAME                                             BALANCE (1)          RESERVE
   -         -------         -----       ---------                                             -----------          -------

    5           A              1         BECO Park at Forbes Center  - BRIT I                  $ 30,947,673          $86,400
    6           A              1         BECO Park at Forbes Center - BRIT III                   17,228,601         $38,678
    7           A              1         BECO Park at Forbes Center - BRIT II                     3,669,054          $9,560
    8                          1         Orangefair Marketplace Shopping Center                  35,925,742          $30,150
   12                          2         River Road Apartments                                   26,500,000         $197,910
   13           B              1         Valwood Building 37                                      7,040,000          $5,053
   14           B              1         Valwood Industrial Portfolio                            17,560,000          $12,603
   16                          2         Villas at D'Andrea                                      19,178,905          $51,200
   18                          1         71-77 Summer Street and 184 High Street                 19,000,000          $22,912
   20                          1         Dekalb County Shopping Center                           17,980,112          $23,347
   21                          1         Greendale Centre Shopping Center                        17,350,000          $15,438
   22                          1         Spinnaker Court Apartments                              17,250,000         $146,850
   27                          1         Vallejo Plaza                                           16,181,830          $36,136
   29                          1         Clifty Crossing                                         15,334,034          $25,395
   30                          1         Promenade Shopping Center                               15,000,000          $23,701
   31                          2         Sanctuary of Woodshire                                  15,000,000          $45,504
   36                          2         Parkside Apartments                                     14,120,000          $48,000
   38                          1         Brettwood Village                                       12,451,872          $18,600
   40                          1         Bowles Avenue Marketplace                               11,965,918            $0
   42                          1         Stevens Creek Office Center                             11,556,000          $26,927
   43                          1         Valley North Center                                     11,525,000          $37,716
   50                          1         Perimeter Center                                        10,000,000            $0
   51                          1         Warner View Corporate Center                             9,989,540          $12,216
   55                          1         Greenbrier Plaza                                         9,055,561          $15,080
   57                          1         Sorrento Research Facility                               8,790,161          $11,784
   59                          2         Meridian Court South Apartments                          8,400,000          $88,740
   60                          1         Riggs Plaza Shopping Center                              7,977,929          $7,992
   62                          2         Windsor Place Apartments                                 7,800,000          $39,000
   63                          2         Ridge View Apartments                                    7,700,000          $30,000
   66                          2         Countryside Village Apartments                           7,500,000          $76,008
   73                          1         1221 Post Road East                                      6,480,136          $7,054
   77                          1         Dublin Sawmill Center                                    6,200,000            $0
   80                          1         North Eastwood Shopping Center                           6,086,813          $20,306
   85                          1         Emerald Coast Centre                                     5,661,586          $9,056
   88                          2         Rugby McIntyre Apartments                                5,084,447          $19,000
   91                          1         Black Mountain Center                                    4,974,701          $6,055
   93                          1         Natividad Office Complex                                 4,800,000          $9,288
   94                          1         Floral Park Promenade                                    4,743,657          $8,376
   97                          1         2150 Point Blvd                                          4,455,136            $0
   98                          2         Kimberly Court Apartments                                4,450,000          $57,230
  101                          1         Kerrville Junction Shopping Center                       4,287,762            $0
  105                          1         Annapolis Technology Park-In Line                        3,982,449          $1,625
  109                          1         Wilshire Westgate Shopping Center                        3,923,506          $11,076
  112                          1         Renaissance Park I                                       3,650,000            $0
  115                          1         17001 Science Drive                                      3,586,827          $4,567
  117                          1         Colonial Court                                           3,540,000          $3,255
  122                          1         Timberstone Center                                       3,390,013          $5,328
  123                          1         Lake Brandon Shopping Center                             3,387,363            $0
  126                          1         Weinecke Court                                           3,296,158          $4,092
  128                          1         Areis Building                                           3,212,474            $0
  129                          1         Yarmouth Crossing Retail Center                        $ 3,200,000          $3,036
  130                          1         San Dimas Town Center                                    3,200,000          $3,876
  132                          1         16 Greenmeadow Drive                                     3,187,489          $6,352
  133                          1         Lakeside Center at Maryland Farms                        3,181,384            $0
  135                          1         Hunter's Retreat Professional Center                     3,030,000          $4,968
  137                          1         Shawnee Shopping Center                                  2,996,956          $5,346
  141                          1         6401-6407 Van Nuys Blvd.                                 2,916,282            $0
  143                          1         La Guardia Self Storage                                  2,894,234          $6,816
  146                          1         Mountain Village                                         2,744,972            $0
  147                          1         Ft. Dodge Shopping Center                                2,715,000          $5,055
  148                          2         Shaker Hall Apartments                                   2,700,000          $25,500
  159                          1         Spring Plaza Retail Center                               2,342,055            $0
  160                          1         Lakefront Professional Building                          2,290,619            $0
  161                          1         170-180 West Westfield Avenue                            2,226,133            $0
  171                          1         Berry Hill Shopping Center                               1,838,401            $0
  172                          2         Williamsville Village Apartments                         1,800,000          $13,500
  173                          1         Market Square Retail Center                              1,796,775            $0
  178                          1         Saddleview Office Park                                   1,739,551          $2,400
  186                          1         310 & 320 Ed Wright Lane                                 1,594,415            $0
  190                          1         Reseda Retail Property                                   1,495,978            $0
  197                          2         Kenny Road Apartments                                    1,395,775          $12,250
  206                          1         McDonald Avenue                                          1,213,695            $0
  209                          2         Holiday Meadows Apartments                               1,096,632          $10,250
  212                          1         Dollar Tree Plaza                                        1,050,000            $0
  218                          1         Village Tower Office Building                              945,273          $2,369






            CONTRACTUAL        CONTRACTUAL          CONTRACTUAL
             RECURRING          RECURRING            RECURRING                                  CONTRACTUAL             CONTRACTUAL
            REPLACEMENT          LC & TI              LC & TI           CONTRACTUAL            OTHER RESERVE           OTHER RESERVE
   #        RESERVE CAP          RESERVE            RESERVE CAP        OTHER RESERVE            DESCRIPTION                 CAP
   -        -----------          -------            -----------        -------------            -----------                 ---

    5         $259,000          $174,000              $435,000               $0                             N/A                N/A
    6         $116,000           $97,200              $240,000               $0                             N/A                N/A
    7         $28,686            $27,600              $75,000                $0                             N/A                N/A
    8         $120,600           $50,000              $200,000               $0                             N/A                N/A
   12         $293,600             $0                   N/A                  $0                             N/A                N/A
   13         $53,000              $0                   N/A                  $0                             N/A                N/A
   14         $53,000           $100,000              $637,000               $0                             N/A                N/A
   16         $102,400             $0                   N/A                  $0                             N/A                N/A
   18           N/A             $136,799              $300,000               $0                             N/A                N/A
   20         $70,041            $50,000              $200,000               $0                             N/A                N/A
   21         $30,687            $50,000              $100,000               $0                             N/A                N/A
   22         $213,600             $0                   N/A                  $0                             N/A                N/A
   27           N/A             $120,000              $300,000               $0                             N/A                N/A
   29         $76,185              $0                   N/A                  $0                             N/A                N/A
   30           N/A              $70,000              $300,000               $0                             N/A                N/A
   31         $136,000             $0                   N/A                  $0                             N/A                N/A
   36         $96,000              $0                   N/A                  $0                             N/A                N/A
   38           N/A              $93,000              $150,000               $0                             N/A                N/A
   40           N/A              $84,000              $200,000               $0                             N/A                N/A
   42         $80,781           $198,423              $595,269               $0                             N/A                N/A
   43         $113,136             $0                   N/A                  $0                             N/A                N/A
   50           N/A              $15,000              $50,000                $0                             N/A                N/A
   51         $24,432            $40,008              $200,000               $0                             N/A                N/A
   55           N/A             $100,536              $200,000               $0                             N/A                N/A
   57         $35,352            $90,000              $475,000               $0                             N/A                N/A
   59         $116,000             $0                   N/A                  $0                             N/A                N/A
   60           N/A              $30,000              $400,000               $0                             N/A                N/A
   62         $78,000              $0                   N/A                  $0                             N/A                N/A
   63         $90,000              $0                   N/A                  $0                             N/A                N/A
   66         $76,000              $0                   N/A                  $0                             N/A                N/A
   73           N/A              $35,004              $175,000               $0                             N/A                N/A
   77           N/A              $35,000              $70,000                $0                             N/A                N/A
   80         $81,226            $35,000              $105,000               $0                             N/A                N/A
   85         $18,112            $25,462              $95,000                $0                             N/A                N/A
   88         $28,500              $0                   N/A                  $0                             N/A                N/A
   91           N/A              $40,365              $40,365                $0                             N/A                N/A
   93           N/A              $21,996              $110,000               $0                             N/A                N/A
   94         $25,128            $28,000              $84,000                $0                             N/A                N/A
   97           N/A              $34,655              $200,000               $0                             N/A                N/A
   98         $77,600              $0                   N/A                  $0                             N/A                N/A
  101           N/A              $18,240              $45,000                $0                             N/A                N/A
  105          $4,000            $10,000              $20,000                $0                             N/A                N/A
  109           N/A              $26,580              $350,000               $0                             N/A                N/A
  112           N/A              $30,000              $60,000                $0                             N/A                N/A
  115         $13,700            $25,000              $91,350                $0                             N/A                N/A
  117           N/A              $15,000              $135,000               $0                             N/A                N/A
  122         $10,650            $34,116              $54,000                $0                             N/A                N/A
  123           N/A              $15,000              $60,000                $0                             N/A                N/A
  126           N/A              $7,128               $60,000                $0                             N/A                N/A
  128           N/A              $28,660              $110,000               $0                             N/A                N/A
  129           N/A              $15,144              $45,000                $0                             N/A                N/A
  130         $11,628            $24,000              $72,000                $0                             N/A                N/A
  132         $15,876            $25,000              $125,000               $0                             N/A                N/A
  133           N/A              $10,008              $50,000                $0                             N/A                N/A
  135           N/A              $26,016              $130,000               $0                             N/A                N/A
  137         $26,730            $24,948              $124,740               $0                             N/A                N/A
  141           N/A              $8,820               $36,000                $0                             N/A                N/A
  143         $20,000              $0                   N/A                  $0                             N/A                N/A
  146           N/A              $8,786               $75,000                $0                             N/A                N/A
  147         $25,275            $23,590              $117,950               $0                             N/A                N/A
  148         $76,500              $0                   N/A                  $0                             N/A                N/A
  159           N/A              $8,750               $35,000              $833          Lease Holdback Reserve            $40,000
  160           N/A              $33,500              $100,000               $0                             N/A                N/A
  161           N/A              $12,000              $40,000            $1,000          Lease Holdback Reserve            $20,000
  171           N/A              $15,000              $50,000                $0                             N/A                N/A
  172         $27,000              $0                   N/A                  $0                             N/A                N/A
  173           N/A              $5,000               $20,000                $0                             N/A                N/A
  178           N/A              $18,000              $50,000                $0                             N/A                N/A
  186           N/A              $19,000              $70,000                $0                             N/A                N/A
  190           N/A              $25,000              $50,000                $0                             N/A                N/A
  197         $36,750              $0                   N/A                  $0                             N/A                N/A
  206           N/A              $15,000              $40,000                $0                             N/A                N/A
  209         $10,250              $0                   N/A                  $0                             N/A                N/A
  212           N/A              $7,500               $100,000               $0                             N/A                N/A
  218           N/A              $12,000              $36,000                $0                             N/A                N/A


(A)  The underlying mortgage loans secured by BECO Park at Forbes Center - BRIT
     I, BECO Park at Forbes Center - BRIT II and BECO Park at Forbes Center -
     BRIT III are cross-defaulted and cross-collateralized.
(B)  The underlying mortgage loans secured by Valwood Building 37 and Valwood
     Industrial Portfolio are cross-defaulted and cross-collateralized.
(1)  Based on a cut-off date in December 2004.







                                   EXHIBIT A-2

                            MORTGAGE POOL INFORMATION

                       SEE THIS EXHIBIT FOR TABLES TITLED:

                            Large Loan Concentrations

                        Underlying Mortgage Loan Sellers

                             Mortgage Interest Rates

                         Cut-off Date Principal Balances

                           Original Amortization Terms

                        Original Terms to Stated Maturity

                          Remaining Amortization Terms

                       Remaining Terms to Stated Maturity

                           Years Built/Years Renovated

                         Occupancy Rates at Underwriting

                    Underwritten Debt Service Coverage Ratios

                        Cut-off Date Loan-to-Value Ratios

                       Mortgaged Real Properties by State

                     Underlying Mortgage Loans by Loan Type

                   Mortgaged Real Properties by Property Type

                 Mortgaged Real Properties by Property Sub-Type

                     Prepayment Provision as of Cut-off Date

                                Prepayment Option

           Underlying Mortgaged Real Properties by Ownership Interest









Note 1: The above-referenced tables in this Exhibit A-2 are presented in respect
of each of the Mortgage Pool, Loan Group No. 1 and Loan Group No. 2.



                                      A-2-1


                            LARGE LOAN CONCENTRATIONS



                                                              WEIGHTED
                                             PERCENTAGE OF     AVERAGE                     WEIGHTED
                           CUT-OFF DATE       INITIAL         MORTGAGE      WEIGHTED       AVERAGE
                            PRINCIPAL      MORTGAGE POOL      INTEREST      AVERAGE      CUT-OFF DATE
CONCENTRATION (1)          BALANCE (2)        BALANCE           RATE        U/W DSCR    LTV RATIO (2)
-------------------------------------------------------------------------------------------------------

      Top 1               $ 320,000,000        17.1%           5.7670%        1.19x         70.3%
      Top 3                 449,000,000        24.0%           5.6909%        1.24          71.4%
      Top 5                 554,545,328        29.7%           5.5778%        1.33          71.2%
      Top 7                 619,971,070        33.2%           5.5643%        1.34          72.2%
      Top 10                701,971,070        37.6%           5.5668%        1.34          72.6%
                   ------------------------------------------------------------------------------------
   ENTIRE POOL          $ 1,866,945,055       100.0%           5.5850%        1.43x         72.0%
                   ====================================================================================


(1)   For presentation purposes, the $30,947,673 Beco Park at Forbes Center -
      BRIT I, $3,669,054 Beco Park at Forbes Center - BRIT II and $17,228,601
      Beco Park at Forbes Center - BRIT III mortgage loans, which are
      cross-collateralized and cross-defaulted, are shown as one loan.
(2)   Based on a cut-off date in December 2004.


                        UNDERLYING MORTGAGE LOAN SELLERS



                                                                                                WEIGHTED
                                                NUMBER OF                      PERCENTAGE OF     AVERAGE                WEIGHTED
                                                UNDERLYING     CUT-OFF DATE       INITIAL       MORTGAGE   WEIGHTED      AVERAGE
                                                 MORTGAGE       PRINCIPAL      MORTGAGE POOL    INTEREST   AVERAGE    CUT-OFF DATE
MORTGAGE LOAN SELLER                              LOANS        BALANCE (1)        BALANCE         RATE     U/W DSCR   LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

Column Financial, Inc.                             142         $ 892,921,254       47.8%         5.6223%     1.48x        71.7%
LaSalle Bank National Association                   60           372,135,105       19.9%         5.3465%     1.61         69.5%
Column Financial, Inc. and Lehman Brothe1s
     Holdings Inc. (2)                               1           320,000,000       17.1%         5.7670%     1.19         70.3%
KeyBank National Association                        25           281,888,696       15.1%         5.5751%     1.32         77.9%
                                             ---------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                            228       $ 1,866,945,055      100.0%         5.5850%     1.43x        72.0%
                                             =======================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  The Time Warner retail mortgage loan was co-originated by Column Financial,
     Inc. and Lehman Brothers Bank, FSB.



                             MORTGAGE INTEREST RATES


                                                                                           WEIGHTED
                                    NUMBER OF                            PERCENTAGE OF     AVERAGE                      WEIGHTED
                                    UNDERLYING       CUT-OFF DATE           INITIAL        MORTGAGE     WEIGHTED        AVERAGE
          RANGE OF                   MORTGAGE          PRINCIPAL         MORTGAGE POOL     INTEREST     AVERAGE       CUT-OFF DATE
   MORTGAGE INTEREST RATES            LOANS           BALANCE (1)           BALANCE          RATE       U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

      4.4000%  -  5.0000%                4               $ 82,158,821         4.4%         4.5623%        1.98x          67.2%
      5.0001%  -  5.2500%               17                136,832,530         7.3%         5.1595%        1.71           65.3%
      5.2501%  -  5.5000%               50                546,592,855        29.3%         5.4001%        1.41           74.8%
      5.5001%  -  5.7500%               58                350,327,933        18.8%         5.6127%        1.37           73.3%
      5.7501%  -  6.0000%               45                606,068,144        32.5%         5.8079%        1.29           71.8%
      6.0001%  -  6.2500%               28                 88,905,159         4.8%         6.1118%        1.42           72.5%
      6.2501%  -  6.5000%               12                 38,171,959         2.0%         6.3140%        1.45           67.6%
      6.5001%  -  6.7500%                4                  8,043,195         0.4%         6.6445%        1.61           63.5%
      6.7501%  -  8.9800%               10                  9,844,460         0.5%         7.1439%        5.39           23.1%
                                  --------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                228            $ 1,866,945,055       100.0%         5.5850%        1.43x          72.0%
                                  ==================================================================================================


Maximum mortgage interest rate:      8.9800%
Minimum mortgage interest rate:      4.4000%
Wtd. Avg. mortgage interest rate:    5.5850%

(1)  Based on a cut-off date in December 2004.


                       CUT-OFF DATE PRINCIPAL BALANCES (1)


                                                                                             WEIGHTED
                                       NUMBER OF                           PERCENTAGE OF     AVERAGE                     WEIGHTED
                                       UNDERLYING       CUT-OFF DATE          INITIAL        MORTGAGE     WEIGHTED       AVERAGE
      RANGE OF CUT-OFF DATE             MORTGAGE          PRINCIPAL        MORTGAGE POOL     INTEREST     AVERAGE      CUT-OFF DATE
     PRINCIPAL BALANCES (1)              LOANS           BALANCE (1)          BALANCE          RATE       U/W DSCR    LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

    $413,262  -       750,000               6                $ 3,460,986       0.2%          7.5591%        4.32x         36.0%
     750,001  -     1,000,000               9                  8,179,452       0.4%          6.1773%        2.17          62.1%
   1,000,001  -     1,250,000               9                 10,160,448       0.5%          5.9247%        1.53          61.0%
   1,250,001  -     1,500,000              18                 25,218,631       1.4%          5.9952%        1.90          63.2%
   1,500,001  -     2,000,000              22                 38,898,293       2.1%          5.8112%        1.60          68.3%
   2,000,001  -     2,500,000              14                 32,322,018       1.7%          5.9341%        1.92          65.8%
   2,500,001  -     3,000,000              17                 48,179,108       2.6%          5.7354%        1.56          67.3%
   3,000,001  -     3,500,000              18                 59,165,381       3.2%          5.6351%        1.48          70.2%
   3,500,001  -     4,000,000              12                 44,796,456       2.4%          5.6389%        1.68          67.8%
   4,000,001  -     4,500,000               9                 38,811,511       2.1%          5.8044%        1.36          71.8%
   4,500,001  -     5,000,000               6                 29,084,999       1.6%          5.8709%        1.41          70.2%
   5,000,001  -     6,000,000               8                 43,923,563       2.4%          5.6510%        1.33          74.7%
   6,000,001  -     7,000,000              10                 63,013,875       3.4%          5.6583%        1.52          70.8%
   7,000,001  -     8,000,000              13                 97,426,026       5.2%          5.5348%        1.44          71.4%
   8,000,001  -     9,000,000               4                 34,880,180       1.9%          5.4832%        1.39          74.6%
   9,000,001  -    10,000,000               6                 56,946,813       3.1%          5.5816%        1.41          78.0%
  10,000,001  -    12,500,000              12                135,048,991       7.2%          5.5005%        1.49          71.4%
  12,500,001  -    15,000,000               8                116,570,273       6.2%          5.5721%        1.32          72.4%
  15,000,001  -    17,500,000              10                166,415,619       8.9%          5.3941%        1.56          73.0%
  17,500,001  -    20,000,000               6                111,869,017       6.0%          5.5047%        1.29          76.3%
  20,000,001  -    25,000,000               1                 21,500,000       1.2%          5.4200%        1.34          74.1%
  25,000,001  -    30,000,000               4                111,500,000       6.0%          5.5498%        1.42          74.1%
  30,000,001  -    50,000,000               2                 66,873,414       3.6%          5.5981%        1.26          83.6%
  50,000,001  -    77,500,000               3                182,700,000       9.8%          5.1918%        1.59          70.9%
  77,500,001  -  $320,000,000               1                320,000,000      17.1%          5.7670%        1.19          70.3%
                                      ----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   228            $ 1,866,945,055      100.0%         5.5850%       1.43x          72.0%
                                      ==============================================================================================


Maximum cut-off date principal balance  (1):   $320,000,000
Minimum cut-off date principal balance  (1):       $413,262
Average cut-off date principal balance  (1):     $8,188,356


(1)  Based on a cut-off date in December 2004.



                        ORIGINAL AMORTIZATION TERMS (1)


                                                                                           WEIGHTED
                                     NUMBER OF                          PERCENTAGE OF       AVERAGE                      WEIGHTED
           RANGE OF                  UNDERLYING     CUT-OFF DATE           INITIAL         MORTGAGE      WEIGHTED         AVERAGE
    ORIGINAL AMORTIZATION             MORTGAGE        PRINCIPAL         MORTGAGE POOL      INTEREST       AVERAGE      CUT-OFF DATE
      TERMS (MONTHS) (1)               LOANS         BALANCE (2)           BALANCE           RATE        U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

       Interest Only                      8          $ 173,602,300           9.3%           5.2826%        1.78x           69.1%
         240 - 300                       41            107,406,086           5.8%           6.0684%        1.82            62.3%
         301 - 360                      179          1,585,936,669          84.9%           5.5854%        1.37            72.9%
                                  --------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 228        $ 1,866,945,055         100.0%           5.5850%        1.43x           72.0%
                                  ==================================================================================================



Maximum original amortization term (months) (3):          360
Minimum original amortization term (months) (3):          240
Wtd. Avg. original amortization term (months) (3):        354


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     The maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.
     Does not include mortgage loans with interest only payments until
     ard/maturity date.



                      ORIGINAL TERMS TO STATED MATURITY (1)



                                                                                         WEIGHTED
                                     NUMBER OF                         PERCENTAGE OF      AVERAGE                    WEIGHTED
           RANGE OF                  UNDERLYING      CUT-OFF DATE         INITIAL        MORTGAGE    WEIGHTED         AVERAGE
        ORIGINAL TERMS                MORTGAGE         PRINCIPAL       MORTGAGE POOL     INTEREST     AVERAGE      CUT-OFF DATE
TO STATED MATURITY (MONTHS) (1)        LOANS          BALANCE (2)         BALANCE          RATE      U/W DSCR      LTV RATIO (2)
----------------------------------------------------------------------------------------------------------------------------------

         60   -  84                      33           $ 427,789,346        22.9%          5.2646%      1.62x           70.8%
         85   -  120                    172           1,327,264,967        71.1%          5.6772%      1.35            72.5%
         121  -  300                     23             111,890,743         6.0%          5.7167%      1.66            69.9%
                                  ------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 228         $ 1,866,945,055        100.0%         5.5850%      1.43x           72.0%
                                  ================================================================================================



Maximum original term to stated maturity (months) (1):       300
Minimum original term to stated maturity (months) (1):       60
Wtd. Avg. original term to stated maturity (months) (1):     110

(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     The maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.


                      REMAINING AMORTIZATION TERMS (1, 2)



                                                                                    WEIGHTED
                                NUMBER OF                        PERCENTAGE OF      AVERAGE                         WEIGHTED
       RANGE OF                 UNDERLYING    CUT-OFF DATE          INITIAL         MORTGAGE       WEIGHTED          AVERAGE
REMAINING AMORTIZATION           MORTGAGE      PRINCIPAL         MORTGAGE POOL      INTEREST        AVERAGE       CUT-OFF DATE
 TERMS (MONTHS) (1, 2)            LOANS       BALANCE (2)           BALANCE          RATES         U/W DSCR       LTV RATIO (2)
---------------------------------------------------------------------------------------------------------------------------------

     Interest Only                   8         $ 173,602,300         9.3%           5.2826%          1.78x            69.1%
      150  -  240                   18            32,527,118         1.7%           6.2492%          2.44             49.4%
      241  -  300                   24            76,396,278         4.1%           6.0004%          1.54             67.8%
      301  -  355                   23           117,827,854         6.3%           5.7549%          1.43             70.0%
      356  -  360                  155         1,466,591,505        78.6%           5.5708%          1.36             73.2%
                               --------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:            228        $1,866,945,055       100.0%           5.5850%          1.43x            72.0%
                               ==================================================================================================



Maximum remaining amortization term (months)  (2, 3):        360
Minimum remaining amortization term (months)  (2, 3):        150
Wtd. avg. remaining amortization term (months)  (2, 3):      353


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.
(3)  Does not include mortgage loans with interest only payments until
     ard/maturity date.


                   REMAINING TERMS TO STATED MATURITY (1, 2)



                                                                                      WEIGHTED
                                     NUMBER OF                     PERCENTAGE OF      AVERAGE                       WEIGHTED
              RANGE OF               UNDERLYING   CUT-OFF DATE        INITIAL         MORTGAGE      WEIGHTED         AVERAGE
           REMAINING TERMS            MORTGAGE     PRINCIPAL       MORTGAGE POOL      INTEREST       AVERAGE      CUT-OFF DATE
TO STATED MATURITY (MONTHS) (1, 2)     LOANS      BALANCE (2)         BALANCE          RATES        U/W DSCR      LTV RATIO (2)
---------------------------------------------------------------------------------------------------------------------------------

           47   -  60                    21        $ 278,545,880      14.9%           5.1349%         1.77x           68.6%
           61   -  84                    13          150,760,776       8.1%           5.5170%         1.34            74.8%
           85   -  115                   25          132,185,499       7.1%           5.8015%         1.48            68.0%
           116  -  127                  156        1,278,930,124      68.5%           5.6495%         1.34            73.2%
           128  -  260                   13           26,522,776       1.4%           6.5120%         2.55            50.7%
                                     --------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 228       $1,866,945,055      100.0%          5.5850%         1.43x           72.0%
                                     ============================================================================================


Maximum remaining term to stated maturity (months)  (1, 2):  260
Minimum remaining term to stated maturity (months)  (1, 2):  47
Wtd. avg. remaining term to stated maturity (months) (1, 2): 108


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.



                           YEARS BUILT/YEARS RENOVATED



                                                                                       WEIGHTED
                                 NUMBER OF                          PERCENTAGE OF      AVERAGE                      WEIGHTED
                                 MORTGAGED     CUT-OFF DATE            INITIAL         MORTGAGE     WEIGHTED         AVERAGE
  RANGE OF YEARS                    REAL         PRINCIPAL          MORTGAGE POOL      INTEREST      AVERAGE      CUT-OFF DATE
BUILT/RENOVATED (1)              PROPERTIES     BALANCE (2)            BALANCE           RATE       U/W DSCR      LTV RATIO (2)
---------------------------------------------------------------------------------------------------------------------------------

  1950  -  1975                      20           $ 62,442,210           3.3%          5.6792%        1.48x           72.4%
  1976  -  1985                      22            124,649,393           6.7%          5.7562%        1.38            75.3%
  1986  -  1995                      34            236,592,687          12.7%          5.5847%        1.45            72.6%
  1996  -  2000                      46            289,970,752          15.5%          5.5232%        1.57            69.8%
  2001  -  2004                     112          1,153,290,013          61.8%          5.5770%        1.40            72.0%
                                 ------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:             234        $ 1,866,945,055          100.0%         5.5850%        1.43x           72.0%
                                 ================================================================================================



Most recent year built/renovated:   2004
Oldest year built/renovated         1950
Wtd. avg. year built/renovated:     1998

(1)  Years built/renovated reflects the later of the year built or the year
     renovated of the mortgaged real properties.

(2)  Based on a cut-off date in December 2004.




                      OCCUPANCY RATES AT UNDERWRITING (1)



                                                                                            WEIGHTED
                                     NUMBER OF                           PERCENTAGE OF      AVERAGE                     WEIGHTED
                                     MORTGAGED        CUT-OFF DATE          INITIAL         MORTGAGE     WEIGHTED        AVERAGE
            RANGE OF                   REAL            PRINCIPAL        MORTGAGE POOL      INTEREST      AVERAGE     CUT-OFF DATE
    OCCUPANCY RATES AT U/W (1)       PROPERTIES        BALANCE (2)          BALANCE           RATE       U/W DSCR     LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

           54% -  75%                     6              $ 28,356,847         1.5%          5.6480%        1.37x          74.7%
           76% -  85%                    11                72,839,942         4.0%          5.7319%        1.37           76.3%
           86% -  90%                    28               197,879,070        10.8%          5.5159%        1.36           74.3%
           91% -  93%                    29               251,606,813        13.7%          5.5657%        1.37           75.8%
           94% -  95%                    27               538,740,710        29.4%          5.6705%        1.27           71.6%
           96% -  97%                    18               146,078,819         8.0%          5.1704%        1.70           68.2%
           98% -  100%                  103               594,773,325        32.5%          5.5703%        1.49           71.3%
                                    ------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 222           $ 1,830,275,526       100.0%          5.5690%        1.41x          72.4%
                                    ================================================================================================


Maximum Occupancy Rate at U/W (1):   100%
Minimum Occupancy Rate at U/W (1):   54%
Wtd. Avg. Occupancy Rate at U/W (1): 94%


(1)  Does not include hospitality or residential cooperative properties.
(2)  Based on a cut-off date in December 2004.



                    UNDERWRITTEN DEBT SERVICE COVERAGE RATIOS



                                                                                       WEIGHTED
                                NUMBER OF                           PERCENTAGE OF      AVERAGE                         WEIGHTED
                               UNDERLYING       CUT-OFF DATE           INITIAL         MORTGAGE       WEIGHTED          AVERAGE
        RANGE OF                MORTGAGE          PRINCIPAL         MORTGAGE POOL      INTEREST       AVERAGE        CUT-OFF DATE
       U/W DSCRS                  LOANS          BALANCE (1)           BALANCE           RATE         U/W DSCR       LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

   1.15x  -   1.20                  5            $ 346,713,300          18.6%          5.7475%          1.19x            70.9%
    1.21  -   1.25                 18              173,751,788           9.3%          5.5261%          1.23             79.9%
    1.26  -   1.30                 27              346,814,258          18.6%          5.6733%          1.29             75.9%
    1.31  -   1.35                 43              284,755,061          15.3%          5.5578%          1.33             75.5%
    1.36  -   1.40                 26              108,252,754           5.8%          5.6505%          1.38             72.8%
    1.41  -   1.45                 21              105,702,401           5.7%          5.6037%          1.43             70.7%
    1.46  -   1.50                 13               88,351,401           4.7%          5.5325%          1.48             75.1%
    1.51  -   1.55                 10               45,541,044           2.4%          5.4353%          1.52             69.1%
    1.56  -   1.75                 29              201,102,796          10.8%          5.5524%          1.63             68.8%
    1.76  -   1.95                 12               43,711,543           2.3%          5.7748%          1.81             59.9%
    1.96  -   2.00                  3                6,693,770           0.4%          5.2320%          1.99             65.2%
    2.01  -  11.30x                21              115,554,939           6.2%          5.0144%          2.63             52.1%
                              ------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:            228         $ 1,866,945,055         100.0%          5.5850%          1.43x            72.0%
                              ======================================================================================================



Maximum U/W DSCR:                11.30X
Minimum U/W DSCR:                 1.15X
Wtd. avg. U/W DSCR:               1.43X

(1)  Based on a cut-off date in December 2004.


                     CUT-OFF DATE LOAN-TO-VALUE RATIOS (1)



                                                                                        WEIGHTED
                                  NUMBER OF                         PERCENTAGE OF       AVERAGE                        WEIGHTED
                                 UNDERLYING     CUT-OFF DATE           INITIAL          MORTGAGE       WEIGHTED         AVERAGE
   RANGE OF CUT-OFF DATE          MORTGAGE        PRINCIPAL         MORTGAGE POOL       INTEREST       AVERAGE       CUT-OFF DATE
  LOAN-TO-VALUE RATIOS (1)          LOANS        BALANCE (1)           BALANCE            RATE         U/W DSCR      LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

       6.5%  -  40.0%                11           $ 18,283,438          1.0%            6.3206%          4.13x           26.4%
      40.0%  -  50.0%                13             41,553,756          2.2%            5.3352%          2.56            45.0%
      50.0%  -  60.0%                20             97,012,047          5.2%            5.6518%          1.67            56.4%
      60.0%  -  65.0%                17            126,294,263          6.8%            5.1251%          1.78            63.2%
      65.0%  -  70.0%                22            127,828,585          6.8%            5.6302%          1.50            68.2%
      70.0%  -  74.5%                42            667,865,389         35.8%            5.6804%          1.28            71.6%
      74.5%  -  75.0%                10             34,771,127          1.9%            5.7773%          1.43            74.9%
      75.0%  -  77.0%                20            157,911,892          8.5%            5.4982%          1.39            75.7%
      77.0%  -  77.5%                 6             32,577,136          1.7%            5.2581%          1.36            77.3%
      77.5%  -  78.5%                16            176,918,995          9.5%            5.5944%          1.29            77.9%
      78.5%  -  79.0%                14             85,567,722          4.6%            5.4639%          1.47            78.8%
      79.0%  -  80.0%                32            236,135,507         12.6%            5.6193%          1.33            79.8%
      80.0%  -  85.0%                 3             12,965,422          0.7%            5.5356%          1.32            80.5%
      85.0%  -  88.7%                 2             51,259,776          2.7%            5.5457%          1.23            88.1%
                                ----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:              228       $ 1,866,945,055         100.0%           5.5850%          1.43x           72.0%
                                ====================================================================================================



Maximum cut-off date LTV ratio (1):    88.7%
Minimum cut-off date LTV ratio (1):     6.5%
Wtd. avg. cut-off date LTV ratio (1):  72.0%

(1)  Based on a cut-off date in December 2004.



                       MORTGAGED REAL PROPERTIES BY STATE



                                                                                     WEIGHTED
                             NUMBER OF                           PERCENTAGE OF        AVERAGE                          WEIGHTED
                             MORTGAGED       CUT-OFF DATE           INITIAL          MORTGAGE        WEIGHTED           AVERAGE
                               REAL            PRINCIPAL         MORTGAGE POOL       INTEREST         AVERAGE        CUT-OFF DATE
STATE                       PROPERTIES        BALANCE (1)           BALANCE            RATE          U/W DSCR        LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

New York                        17            $ 440,911,254          23.6%            5.7389%          1.33x             69.7%
California                      36              242,368,205          13.0%            5.6036%          1.42              70.4%
 Southern California (2)        24              142,823,031           7.7%            5.6026%          1.46              73.0%
 Northern California (2)        12               99,545,174           5.3%            5.6051%          1.37              66.6%
Texas                           28              162,839,206           8.7%            5.4458%          1.41              75.3%
Florida                         21              108,573,638           5.8%            5.7572%          1.37              78.1%
Indiana                          8               97,443,239           5.2%            5.5777%          1.26              79.0%
Georgia                          6               93,376,379           5.0%            5.3060%          1.87              63.2%
Ohio                             9               85,475,691           4.6%            4.8683%          1.84              67.3%
New Jersey                       5               80,688,010           4.3%            5.4855%          1.47              74.0%
Maryland                         9               77,913,585           4.2%            5.8141%          1.31              76.8%
North Carolina                   9               60,919,347           3.3%            5.4726%          1.50              75.0%
Illinois                         7               57,880,059           3.1%            5.6408%          1.43              74.5%
Nevada                           3               46,867,054           2.5%            5.4947%          1.28              76.5%
Arizona                          7               42,967,466           2.3%            5.6145%          1.45              69.9%
Wisconsin                        3               31,950,000           1.7%            5.3907%          1.27              75.3%
Virginia                         8               29,267,793           1.6%            5.9336%          1.63              68.4%
Connecticut                      4               21,312,159           1.1%            5.5072%          1.43              72.6%
Colorado                         3               20,983,229           1.1%            5.9711%          1.63              61.9%
Massachusetts                    2               19,000,000           1.0%            6.0000%          1.29              79.8%
New Mexico                       8               18,223,758           1.0%            5.6833%          1.47              59.6%
Washington                       4               17,429,789           0.9%            5.4748%          1.29              75.3%
Missouri                         3               13,185,364           0.7%            5.4534%          1.46              63.3%
Alabama                          2               11,333,821           0.6%            4.7276%          1.49              76.6%
Louisiana                        3               10,930,872           0.6%            5.5542%          1.64              75.3%
Utah                             3               10,682,314           0.6%            5.5407%          1.68              59.0%
Tennessee                        5               10,319,098           0.6%            6.0436%          1.41              72.7%
Michigan                         1                8,990,019           0.5%            5.4300%          1.30              80.3%
Mississippi                      3                7,389,567           0.4%            5.7089%          1.52              70.5%
Oklahoma                         2                6,121,719           0.3%            5.8474%          1.31              78.1%
Idaho                            2                6,081,172           0.3%            5.5371%          1.49              72.0%
District of Columbia             3                5,683,143           0.3%            5.5637%          1.32              71.5%
Wyoming                          1                4,080,773           0.2%            5.7970%          1.29              75.6%
Pennsylvania                     1                3,600,000           0.2%            5.2000%          2.00              72.0%
Iowa                             1                2,715,000           0.1%            5.9000%          1.32              79.9%
Minnesota                        2                2,497,845           0.1%            6.8474%          2.10              35.1%
South Carolina                   2                2,028,448           0.1%            5.5763%          1.45              77.8%
Arkansas                         1                1,739,069           0.1%            6.4600%          1.26              79.0%
Delaware                         1                1,676,969           0.1%            6.0600%          1.43              75.5%
Oregon                           1                1,500,000           0.1%            5.0900%          2.35              43.0%
                           ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:         234         $ 1,866,945,055         100.0%            5.5850%          1.43x             72.0%
                           =========================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  Southern California consists of mortgaged real properties in California zip
     codes less than or equal to 93600. Northern California consists of
     mortgaged real properties in California zip codes greater than 93600.



                     UNDERLYING MORTGAGE LOANS BY LOAN TYPE



                                                                                   WEIGHTED
                                     NUMBER OF                    PERCENTAGE OF     AVERAGE                WEIGHTED      WEIGHTED
                                    UNDERLYING    CUT-OFF DATE       INITIAL       MORTGAGE  WEIGHTED      AVERAGE       AVERAGE
                                     MORTGAGE       PRINCIPAL     MORTGAGE POOL    INTEREST   AVERAGE    CUT-OFF DATE   REMAINING
LOAN TYPE                              LOANS       BALANCE (1)       BALANCE         RATE    U/W DSCR   LTV RATIO (1)  IO PERIOD (1)
------------------------------------------------------------------------------------------------------------------------------------

Interest Only Balloon Loans               5         $ 58,602,300      3.1%          5.1281%    2.28x        62.6%           60
Balloon Loans with Partial IO Term       44          773,571,000     41.4%          5.6311%    1.28         72.5%           31
Balloon Loan without IO Term            157          786,754,451     42.1%          5.5764%    1.49         71.4%          N/A
Interest Only ARD Loans                   3          115,000,000      6.2%          5.3613%    1.53         72.4%           58
ARD Loans with Partial IO Period          1           14,480,000      0.8%          5.8900%    1.37         72.0%           2
ARD Loans without IO Periods              7           99,944,712      5.4%          5.5899%    1.28         82.2%          N/A
Fully Amortizing Loans                   11           18,592,592      1.0%          6.5938%    3.08         42.4%          N/A
                                   -------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 228      $ 1,866,945,055     100.0%         5.5850%    1.43x        72.0%          N/A
                                   =================================================================================================



(1)  Based on a cut-off date in December 2004.



                   MORTGAGED REAL PROPERTIES BY PROPERTY TYPE



                                                                                    WEIGHTED
                                   NUMBER OF                       PERCENTAGE OF    AVERAGE                     WEIGHTED
                                   MORTGAGED     CUT-OFF DATE         INITIAL       MORTGAGE    WEIGHTED        AVERAGE
                                      REAL        PRINCIPAL        MORTGAGE POOL    INTEREST    AVERAGE       CUT-OFF DATE
PROPERTY TYPE                      PROPERTIES    BALANCE (1)          BALANCE         RATE      U/W DSCR     LTV RATIO (1)
-----------------------------------------------------------------------------------------------------------------------------

Retail                                 70          $ 797,062,323       42.7%        5.6071%       1.42x          70.8%
Multifamily                           105            524,685,496       28.1%        5.5136%       1.47           73.2%
Office                                 35            411,861,525       22.1%        5.5761%       1.38           74.1%
Industrial                             14             92,614,548        5.0%        5.6437%       1.52           68.0%
Hotel                                   4             25,884,248        1.4%        6.2571%       1.68           65.2%
Self Storage                            4              9,844,080        0.5%        5.7739%       1.40           69.1%
Mixed Use                               2              4,992,836        0.3%        5.3501%       1.50           66.5%
                                 --------------------------------------------------------------------------------------------
                                      234         $1,866,945,055      100.0%        5.5850%       1.43x           72.0%
                                 ============================================================================================


(1)  Based on a cut-off date in December 2004.



                 MORTGAGED REAL PROPERTIES BY PROPERTY SUB-TYPE



                                                                                             WEIGHTED
                                           NUMBER OF                       PERCENTAGE OF     AVERAGE                     WEIGHTED
                                           MORTGAGED    CUT-OFF DATE          INITIAL        MORTGAGE    WEIGHTED        AVERAGE
                   PROPERTY                   REAL       PRINCIPAL         MORTGAGE POOL     INTEREST    AVERAGE       CUT-OFF DATE
PROPERTY TYPE      SUB-TYPE                PROPERTIES   BALANCE (1)           BALANCE          RATE      U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

RETAIL
Anchored           Anchored (2)                39         $ 711,628,535        38.1%         5.5769%       1.41x          71.0%
                   Unanchored                  31            85,433,788         4.6%         5.8586%       1.53           69.5%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                        70         $ 797,062,323        42.7%         5.6071%       1.42x          70.8%
                                         ===========================================================================================


MULTIFAMILY
                   Conventional                72         $ 431,256,002        23.1%         5.4650%       1.36x          74.1%
                   Manufactured Housing        25            82,644,213         4.4%         5.6137%       1.45           75.4%
                   Cooperative                  8            10,785,281         0.6%         6.6907%       5.61           19.4%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                       105         $ 524,685,496        28.1%         5.5136%       1.47x          73.2%
                                         ===========================================================================================


HOTEL
                   Limited Service              2          $ 13,980,107         0.7%         6.1000%       1.64x           68.9%
                   Full Service                 2            11,904,141         0.6%         6.4415%       1.74            60.9%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                         4          $ 25,884,248         1.4%         6.2571%       1.68x           65.2%
                                         ===========================================================================================


(1)  Based on a Cut-off Date in December 2004.
(2)  Includes shadow anchored properties.



                   PREPAYMENT PROVISION AS OF CUT-OFF DATE (1)



                                                                      WEIGHTED       WEIGHTED          WEIGHTED
                                                                      AVERAGE        AVERAGE            AVERAGE         WEIGHTED
                                                     PERCENTAGE OF   REMAINING      REMAINING          REMAINING         AVERAGE
      RANGE OF           NUMBER OF   CUT-OFF DATE       INITIAL       LOCKOUT        LOCKOUT        LOCKOUT PLUS YM     REMAINING
 REMAINING TERMS TO      MORTGAGE     PRINCIPAL      MORTGAGE POOL     PERIOD     PLUS YM PERIOD  PLUS PREMIUM PERIOD   MATURITY
STATED MATURITY (1,2)      LOANS     BALANCE (1)        BALANCE     (MONTHS) (1)   (MONTHS) (1)      (MONTHS) (1)     (MONTHS) (1,2)
------------------------------------------------------------------------------------------------------------------------------------

     47   -  62               21       $ 278,545,880       14.9%          52             54                54               58
     63   -  92               13         150,760,776        8.1%          74             75                77               82
     93   -  112               6          28,078,503        1.5%         106            105                105              109
     113  -  117              80         406,738,859       21.8%         110            111                113              116
     118  -  120              89         928,762,943       49.7%         115            116                116              119
     121  -  230              16          63,499,424        3.4%         126            126                132              135
     231  -  260               3          10,558,670        0.6%         236            236                236              251
                        ------------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:      228      $1,866,945,055      100.0%         103            103                104              108
                        ============================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the indicated column.


                                PREPAYMENT OPTION



                                                                         WEIGHTED      WEIGHTED         WEIGHTED
                                                                         AVERAGE       AVERAGE           AVERAGE         WEIGHTED
                                                         PERCENTAGE OF  REMAINING     REMAINING         REMAINING         AVERAGE
                              NUMBER OF  CUT-OFF DATE       INITIAL      LOCKOUT       LOCKOUT       LOCKOUT PLUS YM     REMAINING
                              MORTGAGE    PRINCIPAL      MORTGAGE POOL    PERIOD    PLUS YM PERIOD PLUS PREMIUM PERIOD   MATURITY
PREPAYMENT OPTION               LOANS    BALANCE (1)        BALANCE    (MONTHS) (1)  (MONTHS) (1)     (MONTHS) (1)    (MONTHS) (1,2)
------------------------------------------------------------------------------------------------------------------------------------

Lockout / Defeasance             199     $1,699,873,223      91.1%         105           105               105              109
Lockout / Defeasance / Static     5          67,777,184       3.6%          94            94               105              108
Yield Maintenance                11          60,282,870       3.2%           0            88                88               92
Lockout / Yield Maintenance      11          35,180,996       1.9%          27            79                79               84
Yield Maintenance / Static        2           3,830,783       0.2%           0            67               163              167
                              ------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          228     $1,866,945,055     100.0%         103           103               104              108
                              ======================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the indicated column.



           UNDERLYING MORTGAGED REAL PROPERTIES BY OWNERSHIP INTEREST



                                                                                    WEIGHTED
                            NUMBER OF                          PERCENTAGE OF        AVERAGE                           WEIGHTED
                            MORTGAGED     CUT-OFF DATE            INITIAL           MORTGAGE        WEIGHTED           AVERAGE
                              REAL          PRINCIPAL          MORTGAGE POOL        INTEREST         AVERAGE        CUT-OFF DATE
OWNERSHIP INTEREST         PROPERTIES      BALANCE (1)            BALANCE            RATES          U/W DSCR        LTV RATIO (1)
-----------------------------------------------------------------------------------------------------------------------------------

Fee                            227        $ 1,746,402,842          93.5%            5.6252%           1.42x             72.1%
Fee/Leasehold                    7            120,542,213           6.5%            5.0025%           1.70              70.4%
                          ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:        234        $ 1,866,945,055         100.0%            5.5850%           1.43x             72.0%
                          =========================================================================================================



(1)  Based on a cut-off date in December 2004.





                        UNDERLYING MORTGAGE LOAN SELLERS



                                                                                            WEIGHTED
                                          NUMBER OF                      PERCENTAGE OF      AVERAGE                    WEIGHTED
                                         UNDERLYING    CUT-OFF DATE         INITIAL         MORTGAGE    WEIGHTED        AVERAGE
                                          MORTGAGE      PRINCIPAL       LOAN GROUP NO. 1    INTEREST     AVERAGE     CUT-OFF DATE
MORTGAGE LOAN SELLER                        LOANS      BALANCE (1)          BALANCE           RATE      U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

Column Financial, Inc.                       88         $ 633,701,599        44.2%          5.7053%       1.51x          70.9%
Column Financial, Inc. and Lehman1
     Brothers Holdings Inc. (2)               1           320,000,000        22.3%          5.7670%       1.19           70.3%
LaSalle Bank National Association            40           264,563,637        18.4%          5.2688%       1.70           68.8%
KeyBank National Association                 20           216,059,791        15.1%          5.5985%       1.35           78.0%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                     149       $ 1,434,325,027       100.0%          5.6225%       1.45x          71.5%
                                         ===========================================================================================


(1)  Based on a cut-off date in december 2004.
(2)  The Time Warner retail mortgage loan was co-originated by Column Financial,
     Inc. And Lehman Brothers Bank, FSB.





                             MORTGAGE INTEREST RATES


                                                                                        WEIGHTED
                                   NUMBER OF                          PERCENTAGE OF      AVERAGE                      WEIGHTED
                                  UNDERLYING       CUT-OFF DATE          INITIAL        MORTGAGE     WEIGHTED         AVERAGE
        RANGE OF                   MORTGAGE          PRINCIPAL       LOAN GROUP NO. 1   INTEREST     AVERAGE        CUT-OFF DATE
 MORTGAGE INTEREST RATES             LOANS          BALANCE (1)          BALANCE          RATE       U/W DSCR      LTV RATIO (1)
-----------------------------------------------------------------------------------------------------------------------------------

  4.4461%   -  5.0000%                  2             $ 57,200,000          4.0%         4.4726%       2.14x           62.4%
  5.0001%   -  5.2500%                 11               74,882,212          5.2%         5.1542%       2.05            56.8%
  5.2501%   -  5.5000%                 28              372,432,723         26.0%         5.4074%       1.43            74.5%
  5.5001%   -  5.7500%                 34              241,563,404         16.8%         5.6282%       1.36            74.3%
  5.7501%   -  6.0000%                 33              571,929,998         39.9%         5.8064%       1.28            72.1%
  6.0001%   -  6.2500%                 22               78,115,137          5.4%         6.1061%       1.42            72.4%
  6.2501%   -  6.5000%                  8               23,043,784          1.6%         6.3241%       1.54            64.8%
  6.5001%   -  6.7500%                  3                6,525,885          0.5%         6.6735%       1.64            63.9%
  6.7501%   -  8.9800%                  8                8,631,884          0.6%         7.1926%       5.87            18.7%
                                 --------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:               149           $1,434,325,027        100.0%         5.6225%       1.45x           71.5%
                                 ==================================================================================================


Maximum mortgage interest rate:     8.9800%
Minimum mortgage interest rate:     4.4461%
Wtd. avg. mortgage interest rate:   5.6225%


(1)  Based on a cut-off date in December 2004.



                       CUT-OFF DATE PRINCIPAL BALANCES (1)



                                                                                         WEIGHTED
                                  NUMBER OF                           PERCENTAGE OF       AVERAGE                     WEIGHTED
                                 UNDERLYING      CUT-OFF DATE            INITIAL         MORTGAGE      WEIGHTED       AVERAGE
  RANGE OF CUT-OFF DATE           MORTGAGE         PRINCIPAL         LOAN GROUP NO. 1    INTEREST      AVERAGE      CUT-OFF DATE
 PRINCIPAL BALANCES (1)             LOANS         BALANCE (1)            BALANCE           RATE        U/W DSCR    LTV RATIO (1)
-----------------------------------------------------------------------------------------------------------------------------------

  $440,119  -       750,000           5              $ 3,047,725           0.2%           7.6552%        4.44x         38.3%
   750,001  -     1,000,000           5                4,804,612           0.3%           6.2946%        2.66          57.7%
 1,000,001  -     1,250,000           4                4,656,819           0.3%           6.0374%        1.66          61.5%
 1,250,001  -     1,500,000           9               12,708,987           0.9%           6.1341%        2.28          56.0%
 1,500,001  -     2,000,000          13               23,100,015           1.6%           5.8494%        1.61          68.6%
 2,000,001  -     2,500,000          10               22,868,185           1.6%           6.0757%        2.10          62.4%
 2,500,001  -     3,000,000          12               34,094,334           2.4%           5.7494%        1.62          63.9%
 3,000,001  -     3,500,000          14               45,793,284           3.2%           5.5861%        1.50          71.8%
 3,500,001  -     4,000,000          10               37,108,850           2.6%           5.6576%        1.53          71.8%
 4,000,001  -     4,500,000           5               21,353,250           1.5%           6.0384%        1.38          74.4%
 4,500,001  -     5,000,000           4               19,518,358           1.4%           5.7720%        1.44          67.6%
 5,000,001  -     6,000,000           5               27,446,001           1.9%           5.7677%        1.33          74.8%
 6,000,001  -     7,000,000           7               44,527,856           3.1%           5.7370%        1.55          67.5%
 7,000,001  -     8,000,000           6               45,001,287           3.1%           5.7772%        1.52          70.2%
 8,000,001  -     9,000,000           1                8,790,161           0.6%           5.3870%        1.79          68.1%
 9,000,001  -    10,000,000           5               47,646,813           3.3%           5.5976%        1.41          77.9%
10,000,001  -    12,500,000           8               90,952,459           6.3%           5.5574%        1.50          71.8%
12,500,001  -    15,000,000           4               58,707,203           4.1%           5.8687%        1.38          68.0%
15,000,001  -    17,500,000           8              132,435,301           9.2%           5.4773%        1.58          72.0%
17,500,001  -    20,000,000           4               73,690,112           5.1%           5.5312%        1.31          76.5%
20,000,001  -    25,000,000           1               21,500,000           1.5%           5.4200%        1.34          74.1%
25,000,001  -    30,000,000           3               85,000,000           5.9%           5.5498%        1.49          73.0%
30,000,001  -    50,000,000           2               66,873,414           4.7%           5.5981%        1.26          83.6%
50,000,001  -    77,500,000           3              182,700,000          12.7%           5.1918%        1.59          70.9%
77,500,001  -  $320,000,000           1              320,000,000          22.3%           5.7670%        1.19          70.3%
                                ---------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:              149          $1,434,325,027         100.0%           5.6225%        1.45x         71.5%
                                ===================================================================================================



Maximum cut-off date principal balance  (1):           $320,000,000
Minimum cut-off date principal balance  (1):               $440,119
Average cut-off date principal balance  (1):             $9,626,342


(1)  Based on a cut-off date in December 2004.



                         ORIGINAL AMORTIZATION TERMS (1)



                                                                                   WEIGHTED
                               NUMBER OF                        PERCENTAGE OF       AVERAGE                    WEIGHTED
           RANGE OF            UNDERLYING     CUT-OFF DATE         INITIAL         MORTGAGE    WEIGHTED         AVERAGE
    ORIGINAL AMORTIZATION       MORTGAGE        PRINCIPAL      LOAN GROUP NO. 1    INTEREST     AVERAGE      CUT-OFF DATE
      TERMS (MONTHS) (1)         LOANS         BALANCE (2)         BALANCE           RATE      U/W DSCR      LTV RATIO (2)
----------------------------------------------------------------------------------------------------------------------------

  Interest Only                     7          $ 156,602,300        10.9%           5.3198%      1.79x           68.1%
         240  -  300               25             69,909,515         4.9%           6.2700%      2.04            62.0%
         301  -  360              117          1,207,813,212        84.2%           5.6242%      1.37            72.4%
                             -----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:           149        $ 1,434,325,027       100.0%           5.6225%      1.45x           71.5%
                             ===============================================================================================



Maximum original amortization term (months) (3):             360
Minimum original amortization term (months) (3):             240
Wtd. avg. original amortization term (months) (3):           356


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.
(3)  Does not include mortgage loans with interest only payments until
     ARD/maturity date.



                      ORIGINAL TERMS TO STATED MATURITY (1)


                                                                                        WEIGHTED
                                     NUMBER OF                       PERCENTAGE OF       AVERAGE                    WEIGHTED
           RANGE OF                  UNDERLYING     CUT-OFF DATE        INITIAL         MORTGAGE     WEIGHTED        AVERAGE
        ORIGINAL TERMS                MORTGAGE        PRINCIPAL     LOAN GROUP NO. 1    INTEREST      AVERAGE     CUT-OFF DATE
TO STATED MATURITY (MONTHS) (1)        LOANS         BALANCE (2)        BALANCE           RATE       U/W DSCR     LTV RATIO (2)
---------------------------------------------------------------------------------------------------------------------------------

          60   -  84                     21          $ 342,929,560       23.9%           5.2765%       1.67x          69.0%
          85   -  120                   111          1,020,347,442       71.1%           5.7246%       1.35           72.5%
          121  -  300                    17             71,048,025        5.0%           5.8251%       1.83           68.8%
                                  -----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 149        $ 1,434,325,027      100.0%           5.6225%       1.45x          71.5%
                                  ===============================================================================================


Maximum original term to stated maturity (months) (1):       300
Minimum original term to stated maturity (months) (1):       60
Wtd. avg. original term to stated maturity (months) (1):     109


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.




                       REMAINING AMORTIZATION TERMS (1, 2)



                                                                                         WEIGHTED
                                  NUMBER OF                          PERCENTAGE OF       AVERAGE                       WEIGHTED
             RANGE OF             UNDERLYING    CUT-OFF DATE            INITIAL          MORTGAGE      WEIGHTED         AVERAGE
      REMAINING AMORTIZATION       MORTGAGE      PRINCIPAL         LOAN GROUP NO. 1      INTEREST       AVERAGE      CUT-OFF DATE
      TERMS (MONTHS) (1, 2)         LOANS       BALANCE (2)             BALANCE           RATES        U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

 Interest Only                         7         $ 156,602,300          10.9%            5.3198%         1.79x           68.1%
           150   -   240              10            19,351,727           1.3%            6.5687%         3.06            48.3%
           241   -   300              15            50,557,788           3.5%            6.1557%         1.65            67.3%
           301   -   355              19            90,733,946           6.3%            5.7979%         1.48            68.8%
           356   -   360              98         1,117,079,267          77.9%            5.6101%         1.36            72.7%
                                 ---------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:              149        $1,434,325,027         100.0%            5.6225%         1.45x           71.5%
                                 ===================================================================================================


Maximum remaining amortization term (months)  (2, 3):        360
Minimum remaining amortization term (months)  (2, 3):        150
Wtd. avg. remaining amortization term (months)  (2, 3):      354


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.
(3)  Does not include mortgage loans with interest only payments until
     ARD/maturity date.



                   REMAINING TERMS TO STATED MATURITY (1, 2)


                                                                                          WEIGHTED
                                     NUMBER OF                          PERCENTAGE OF      AVERAGE                       WEIGHTED
             RANGE OF               UNDERLYING    CUT-OFF DATE            INITIAL         MORTGAGE      WEIGHTED         AVERAGE
         REMAINING TERMS             MORTGAGE      PRINCIPAL         LOAN GROUP NO. 1     INTEREST       AVERAGE      CUT-OFF DATE
TO STATED MATURITY (MONTHS) (1, 2)    LOANS       BALANCE (2)             BALANCE          RATES        U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

         54    -   84                   21         $ 342,929,560           23.9%          5.2765%         1.67x           69.0%
         85    -   117                  58           326,348,619           22.8%          5.8373%         1.48            70.8%
         118   -   260                  70           765,046,849           53.3%          5.6859%         1.34            72.9%
                                   -------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                149        $1,434,325,027          100.0%          5.6225%         1.45x           71.5%
                                   =================================================================================================


Maximum remaining term to stated maturity (months)  (1, 2):  260
Minimum remaining term to stated maturity (months)  (1, 2):   54
Wtd. avg. remaining term to stated maturity (months)  (1, 2):107


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.



                           YEARS BUILT/YEARS RENOVATED



                                                                                            WEIGHTED
                                      NUMBER OF                         PERCENTAGE OF       AVERAGE                      WEIGHTED
                                      MORTGAGED      CUT-OFF DATE          INITIAL          MORTGAGE      WEIGHTED        AVERAGE
      RANGE OF YEARS                     REAL          PRINCIPAL       LOAN GROUP NO. 1     INTEREST       AVERAGE     CUT-OFF DATE
    BUILT/RENOVATED (1)               PROPERTIES      BALANCE (2)          BALANCE            RATE        U/W DSCR     LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

     1950  -  1975                        9            $ 41,326,718         2.9%             5.6386%         1.49x          73.6%
     1976  -  1985                       16             107,377,740         7.5%             5.7626%         1.37           75.2%
     1986  -  1995                       18             145,121,859        10.1%             5.6628%         1.47           71.9%
     1996  -  2000                       34             201,342,683        14.0%             5.6026%         1.63           67.7%
     2001  -  2004                       76             939,156,028        65.5%             5.6038%         1.41           71.7%
                                    ------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 153         $ 1,434,325,027       100.0%             5.6225%         1.45x          71.5%
                                    ================================================================================================



Most recent year built/renovated:       2004
Oldest year built/renovated             1950
Wtd. avg. year built/renovated:         1999

(1)  Years built/renovated reflects the later of the year built or the year
     renovated of the mortgaged real properties.
(2)  Based on a cut-off date in December 2004.


                      OCCUPANCY RATES AT UNDERWRITING (1)


                                                                                          WEIGHTED
                                    NUMBER OF                          PERCENTAGE OF       AVERAGE                       WEIGHTED
                                    MORTGAGED     CUT-OFF DATE            INITIAL          MORTGAGE      WEIGHTED         AVERAGE
             RANGE OF                 REAL         PRINCIPAL         LOAN GROUP NO. 1     INTEREST       AVERAGE      CUT-OFF DATE
    OCCUPANCY RATES AT U/W (1)      PROPERTIES     BALANCE (2)            BALANCE            RATE        U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

          54%   -    75%                 4           $ 19,499,945           1.4%           5.7647%         1.37x           73.1%
          76%   -    85%                10             64,439,942           4.6%           5.7556%         1.40            76.3%
          86%   -    90%                12            103,092,333           7.4%           5.5691%         1.39            74.4%
          91%   -    93%                16            146,930,083          10.5%           5.6205%         1.41            76.1%
          94%   -    95%                15            457,272,357          32.6%           5.7344%         1.25            70.8%
          96%   -    97%                 7            108,677,717           7.8%           5.0704%         1.75            66.2%
          98%   -   100%                79            501,956,384          35.8%           5.5745%         1.51            71.7%
                                   -------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                143        $ 1,401,868,760          100.0%          5.6030%         1.42x           71.9%
                                   =================================================================================================


Maximum occupancy rate at U/W (1):           100%
Minimum occupancy rate at U/W (1):           54%
Wtd. avg. occupancy rate at U/W (1):         95%


(1)  Does not include hospitality or residential cooperative properties.
(2)  Based on a cut-off date in December 2004.



                    UNDERWRITTEN DEBT SERVICE COVERAGE RATIOS



                                                                                    WEIGHTED
                            NUMBER OF                           PERCENTAGE OF       AVERAGE                           WEIGHTED
                           UNDERLYING       CUT-OFF DATE           INITIAL          MORTGAGE         WEIGHTED          AVERAGE
       RANGE OF             MORTGAGE          PRINCIPAL       LOAN GROUP NO. 1      INTEREST         AVERAGE        CUT-OFF DATE
      U/W DSCRS               LOANS          BALANCE (1)           BALANCE            RATE           U/W DSCR       LTV RATIO (1)
-----------------------------------------------------------------------------------------------------------------------------------

   1.15x  -   1.20              2            $ 322,226,133         22.5%            5.7703%            1.19x            70.3%
    1.21  -   1.25              8               86,273,176          6.0%            5.5647%            1.23             83.4%
    1.26  -   1.30             17              262,517,359         18.3%            5.7407%            1.29             76.1%
    1.31  -   1.35             33              236,554,312         16.5%            5.5615%            1.34             76.3%
    1.36  -   1.40             17               59,672,235          4.2%            5.8339%            1.38             73.6%
    1.41  -   1.45              9               59,497,125          4.1%            5.6371%            1.44             68.6%
    1.46  -   1.50              9               78,194,218          5.5%            5.5004%            1.48             75.4%
    1.51  -   1.55              6               23,181,547          1.6%            5.7351%            1.52             64.2%
    1.56  -   1.75             19              152,148,408         10.6%            5.6232%            1.62             67.8%
    1.76  -   1.95             10               41,112,925          2.9%            5.7877%            1.81             58.9%
    1.96  -   2.00              1                3,600,000          0.3%            5.2000%            2.00             72.0%
    2.01  -  11.30x            18              109,347,589          7.6%            4.9710%            2.61             52.8%
                          ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:        149         $ 1,434,325,027         100.0%           5.6225%            1.45x            71.5%
                          =========================================================================================================


Maximum U/W DSCR:                     11.30X
Minimum U/W DSCR:                      1.15X
Wtd. avg. U/W DSCR:                    1.45X

(1)  Based on a cut-off date in December 2004.



                     CUT-OFF DATE LOAN-TO-VALUE RATIOS (1)



                                                                                          WEIGHTED
                                NUMBER OF                           PERCENTAGE OF         AVERAGE                        WEIGHTED
                               UNDERLYING       CUT-OFF DATE           INITIAL            MORTGAGE      WEIGHTED          AVERAGE
   RANGE OF CUT-OFF DATE        MORTGAGE          PRINCIPAL       LOAN GROUP NO. 1        INTEREST      AVERAGE        CUT-OFF DATE
  LOAN-TO-VALUE RATIOS (1)        LOANS          BALANCE (1)           BALANCE              RATE        U/W DSCR       LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

       6.5%  -  40.0%               8             $ 10,570,176          0.7%              6.7199%         5.39x            19.3%
      40.0%  -  50.0%              10               37,339,470          2.6%              5.2787%         2.64             44.6%
      50.0%  -  60.0%              11               75,866,879          5.3%              5.6410%         1.71             56.1%
      60.0%  -  65.0%              12              105,204,826          7.3%              5.0460%         1.85             63.3%
      65.0%  -  70.0%              15               92,207,275          6.4%              5.6179%         1.52             68.3%
      70.0%  -  74.5%              31              592,764,445         41.3%              5.7001%         1.28             71.4%
      74.5%  -  75.0%              10               34,771,127          2.4%              5.7773%         1.43             74.9%
      75.0%  -  77.0%              12              104,835,696          7.3%              5.5464%         1.41             75.6%
      77.0%  -  77.5%               3                9,430,338          0.7%              5.9393%         1.42             77.5%
      77.5%  -  78.5%               8               86,082,039          6.0%              5.7737%         1.31             77.7%
      78.5%  -  79.0%               8               50,207,352          3.5%              5.5361%         1.42             78.9%
      79.0%  -  80.0%              18              180,788,673         12.6%              5.6717%         1.32             79.8%
      80.0%  -  85.0%               1                2,996,956          0.2%              5.9000%         1.33             81.0%
      85.0%  -  88.7%               2               51,259,776          3.6%              5.5457%         1.23             88.1%
                               -----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:            149         $ 1,434,325,027         100.0%             5.6225%         1.45x            71.5%
                               =====================================================================================================



Maximum cut-off date LTV ratio (1):    88.7%
Minimum cut-off date LTV ratio (1):    6.5%
Wtd. avg. cut-off date LTV ratio (1):  71.5%

(1)  Based on a cut-off date in December 2004.




                       MORTGAGED REAL PROPERTIES BY STATE



                                                                                        WEIGHTED
                             NUMBER OF                           PERCENTAGE OF           AVERAGE                        WEIGHTED
                             MORTGAGED       CUT-OFF DATE           INITIAL             MORTGAGE      WEIGHTED           AVERAGE
                               REAL            PRINCIPAL        LOAN GROUP NO. 1        INTEREST       AVERAGE        CUT-OFF DATE
STATE                       PROPERTIES        BALANCE (1)           BALANCE               RATE        U/W DSCR        LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

New York                        11            $ 413,201,361          28.8%               5.7577%        1.31x             69.9%
California                      29              220,627,432          15.4%               5.6195%        1.43              70.7%
 Southern California (2)        22              132,910,425           9.3%               5.6192%        1.46              73.1%
 Northern California (2)         7               87,717,007           6.1%               5.6200%        1.38              66.9%
Florida                         17              100,975,716           7.0%               5.7585%        1.37              78.1%
Georgia                          5               90,926,379           6.3%               5.3000%        1.88              63.1%
New Jersey                       5               80,688,010           5.6%               5.4855%        1.47              74.0%
Maryland                         9               77,913,585           5.4%               5.8141%        1.31              76.8%
Ohio                             5               69,129,916           4.8%               4.7588%        1.96              65.1%
Indiana                          5               61,105,262           4.3%               5.5837%        1.28              79.9%
Illinois                         7               57,880,059           4.0%               5.6408%        1.43              74.5%
Texas                           13               48,894,546           3.4%               5.5657%        1.54              72.7%
North Carolina                   6               30,619,347           2.1%               5.6822%        1.46              72.8%
Virginia                         6               22,189,258           1.5%               6.0106%        1.65              69.5%
Arizona                          3               21,961,402           1.5%               5.5856%        1.59              71.5%
Nevada                           1               21,500,000           1.5%               5.4200%        1.34              74.1%
Massachusetts                    2               19,000,000           1.3%               6.0000%        1.29              79.8%
Washington                       4               17,429,789           1.2%               5.4748%        1.29              75.3%
Colorado                         1               11,965,918           0.8%               5.9900%        1.75              63.6%
Connecticut                      3               10,998,870           0.8%               5.6922%        1.34              73.0%
Utah                             3               10,682,314           0.7%               5.5407%        1.68              59.0%
Oklahoma                         2                6,121,719           0.4%               5.8474%        1.31              78.1%
Tennessee                        2                5,019,785           0.3%               5.9228%        1.39              75.9%
Louisiana                        2                4,658,001           0.3%               5.9368%        1.60              69.8%
Wyoming                          1                4,080,773           0.3%               5.7970%        1.29              75.6%
Idaho                            1                3,923,506           0.3%               5.5190%        1.58              67.6%
Pennsylvania                     1                3,600,000           0.3%               5.2000%        2.00              72.0%
Alabama                          1                3,375,000           0.2%               5.5000%        1.43              75.0%
Wisconsin                        1                3,200,000           0.2%               6.0300%        1.23              80.0%
New Mexico                       1                2,894,234           0.2%               5.6200%        1.55              57.3%
Iowa                             1                2,715,000           0.2%               5.9000%        1.32              79.9%
Minnesota                        2                2,497,845           0.2%               6.8474%        2.10              35.1%
Mississippi                      1                2,000,000           0.1%               5.0960%        2.02              46.8%
Oregon                           1                1,500,000           0.1%               5.0900%        2.35              43.0%
South Carolina                   1                1,050,000           0.1%               5.7500%        1.46              75.0%
                           ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:         153         $ 1,434,325,027         100.0%               5.6225%        1.45x             71.5%
                           =========================================================================================================


(1)    Based on a cut-off date in December 2004.
(2)    Southern California consists of mortgaged real properties in California
       zip codes less than or equal to 93600. Northern California consists of
       mortgaged real properties in California zip codes greater than 93600.



                     UNDERLYING MORTGAGE LOANS BY LOAN TYPE



                                                                                   WEIGHTED
                                     NUMBER OF                    PERCENTAGE OF     AVERAGE                WEIGHTED      WEIGHTED
                                    UNDERLYING   CUT-OFF DATE        INITIAL       MORTGAGE  WEIGHTED      AVERAGE       AVERAGE
                                     MORTGAGE      PRINCIPAL    LOAN GROUP NO. 1   INTEREST   AVERAGE    CUT-OFF DATE   REMAINING
LOAN TYPE                              LOANS      BALANCE (1)        BALANCE         RATE    U/W DSCR   LTV RATIO (1)  IO PERIOD (1)
------------------------------------------------------------------------------------------------------------------------------------

Interest Only Balloon Loans              4         $ 41,602,300       2.9%          5.2049%    2.52x        56.0%           61
Balloon Loans with Partial IO Term      27          604,551,000      42.1%          5.6923%    1.27         72.0%           32
Balloon Loans without IO Term           98          544,067,685      37.9%          5.5996%    1.52         70.6%          N/A
Interest Only ARD Loans                  3          115,000,000       8.0%          5.3613%    1.53         72.4%           58
ARD Loans with Partial IO Period         1           14,480,000       1.0%          5.8900%    1.37         72.0%           2
ARD Loans without IO Periods             7           99,944,712       7.0%          5.5899%    1.28         82.2%          N/A
Fully Amortizing Loans                   9           14,679,330       1.0%          6.7806%    3.48         43.7%          N/A
                                   -------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 149     $ 1,434,325,027      100.0%         5.6225%    1.45x        71.5%          N/A
                                   =================================================================================================


(1)  Based on a cut-off date in December 2004.




                   MORTGAGED REAL PROPERTIES BY PROPERTY TYPE



                                                                                            WEIGHTED
                                     NUMBER OF                           PERCENTAGE OF      AVERAGE                      WEIGHTED
                                     MORTGAGED      CUT-OFF DATE            INITIAL         MORTGAGE     WEIGHTED        AVERAGE
                                       REAL          PRINCIPAL          LOAN GROUP NO. 1    INTEREST      AVERAGE      CUT-OFF DATE
PROPERTY TYPE                       PROPERTIES      BALANCE (1)             BALANCE           RATE       U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

Retail                                  70            $ 797,062,323          55.6%          5.6071%        1.42x          70.8%
Office                                  35              411,861,525          28.7%          5.5761%        1.38           74.1%
Industrial                              14               92,614,548           6.5%          5.6437%        1.52           68.0%
Multifamily                             24               92,065,468           6.4%          5.7616%        1.83           71.4%
Hotel                                    4               25,884,248           1.8%          6.2571%        1.68           65.2%
Self Storage                             4                9,844,080           0.7%          5.7739%        1.40           69.1%
Mixed Use                                2                4,992,836           0.3%          5.3501%        1.50           66.5%
                                   -------------------------------------------------------------------------------------------------
                                        153          $1,434,325,027         100.0%          5.6225%        1.45x          71.5%
                                   =================================================================================================



(1)  Based on a cut-off date in December 2004.



                 MORTGAGED REAL PROPERTIES BY PROPERTY SUB-TYPE


                                                                                                WEIGHTED
                                            NUMBER OF                        PERCENTAGE OF      AVERAGE                   WEIGHTED
                                            MORTGAGED     CUT-OFF DATE          INITIAL         MORTGAGE   WEIGHTED       AVERAGE
                   PROPERTY                   REAL         PRINCIPAL        LOAN GROUP NO. 1    INTEREST    AVERAGE     CUT-OFF DATE
PROPERTY TYPE      SUB-TYPE                PROPERTIES     BALANCE (1)           BALANCE           RATE     U/W DSCR    LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

RETAIL
ANCHORED           Anchored (2)                39           $ 711,628,535        49.6%          5.5769%      1.41x         71.0%
                   Unanchored                  31              85,433,788         6.0%          5.8586%      1.53          69.5%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                        70           $ 797,062,323        55.6%          5.6071%      1.42x        70.8%
                                         ===========================================================================================


MULTIFAMILY
                   Manufactured Housing        15            $ 60,516,077         4.2%          5.6109%      1.44x         75.6%
                   Conventional                 3              24,977,372         1.7%          5.7266%      1.36          77.1%
                   Cooperative                  6               6,572,020         0.5%          7.2824%      7.10          10.2%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                        24            $ 92,065,468         6.4%          5.7616%      1.83x         71.4%
                                         ===========================================================================================


HOTEL
                   Limited Service              2            $ 13,980,107         1.0%          6.1000%      1.64x         68.9%
                   Full Service                 2              11,904,141         0.8%          6.4415%      1.74          60.9%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                         4            $ 25,884,248         1.8%          6.2571%      1.68x         65.2%
                                         ===========================================================================================


(1)  Based on a Cut-off Date in December 2004.
(2)  Includes shadow anchored properties.



                   PREPAYMENT PROVISION AS OF CUT-OFF DATE (1)



                                                                       WEIGHTED      WEIGHTED          WEIGHTED
                                                                       AVERAGE        AVERAGE           AVERAGE         WEIGHTED
                                                     PERCENTAGE OF    REMAINING      REMAINING         REMAINING         AVERAGE
       RANGE OF           NUMBER OF  CUT-OFF DATE       INITIAL        LOCKOUT        LOCKOUT       LOCKOUT PLUS YM     REMAINING
  REMAINING TERMS TO      MORTGAGE     PRINCIPAL    LOAN GROUP NO. 1    PERIOD    PLUS YM PERIOD  PLUS PREMIUM PERIOD   MATURITY
 STATED MATURITY (1,2)      LOANS     BALANCE (1)       BALANCE      (MONTHS) (1)  (MONTHS) (1)      (MONTHS) (1)     (MONTHS) (1,2)
------------------------------------------------------------------------------------------------------------------------------------

     54   -   69             15       $ 243,198,417      17.0%            52             54                54               59
     70   -   99              7         101,180,347       7.1%            73             75                79               83
     100  -   115            19          99,169,959       6.9%           110            110               110              114
     116  -   119            79         532,269,279      37.1%           112            113               114              118
     120  -   125            20         443,827,695      30.9%           116            116               116              120
     126  -   260             9          14,679,330       1.0%           235            176               201              215
                         -----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:      149     $1,434,325,027      100.0%          102            102               103              107
                         ===========================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the indicated column.



                                PREPAYMENT OPTION



                                                                                                          WEIGHTED
                                                                           WEIGHTED      WEIGHTED         AVERAGE
                                                                           AVERAGE        AVERAGE        REMAINING       WEIGHTED
                                                         PERCENTAGE OF    REMAINING      REMAINING    LOCKOUT PLUS YM     AVERAGE
                              NUMBER OF  CUT-OFF DATE       INITIAL        LOCKOUT        LOCKOUT       PLUS PREMIUM    REMAINING
                              MORTGAGE     PRINCIPAL    LOAN GROUP NO. 1    PERIOD    PLUS YM PERIOD       PERIOD        MATURITY
PREPAYMENT OPTION               LOANS     BALANCE (1)       BALANCE      (MONTHS) (1)  (MONTHS) (1)     (MONTHS) (1)  (MONTHS) (1,2)
------------------------------------------------------------------------------------------------------------------------------------

Lockout / Defeasance            125      $1,272,278,072      88.7%           104           104              104            108
Lockout / Defeasance / Static     5          67,777,184       4.7%            94            94              105            108
Yield Maintenance                11          60,282,870       4.2%             0            88               88             92
Lockout / Yield Maintenance       6          30,156,119       2.1%            28            78               78             83
Yield Maintenance / Static        2           3,830,783       0.3%             0            67              163            167
                             -------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          149     $1,434,325,027     100.0%           102           102              103            107
                             =======================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the indicated column.



           UNDERLYING MORTGAGED REAL PROPERTIES BY OWNERSHIP INTEREST



                                                                                WEIGHTED
                              NUMBER OF                        PERCENTAGE OF    AVERAGE                      WEIGHTED
                              MORTGAGED     CUT-OFF DATE          INITIAL       MORTGAGE     WEIGHTED         AVERAGE
                                REAL          PRINCIPAL      LOAN GROUP NO. 1   INTEREST      AVERAGE      CUT-OFF DATE
OWNERSHIP INTEREST           PROPERTIES      BALANCE (1)          BALANCE        RATES       U/W DSCR      LTV RATIO (1)
--------------------------------------------------------------------------------------------------------------------------

Fee                              147        $ 1,324,096,103        92.3%        5.6765%        1.42x           71.6%
Fee/Leasehold                      6            110,228,925         7.7%        4.9738%        1.72            70.2%
                            ----------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:          153        $ 1,434,325,027       100.0%        5.6225%        1.45x           71.5%
                            ==============================================================================================


(1)  Based on a cut-off date in December 2004.



                        UNDERLYING MORTGAGE LOAN SELLERS



                                                                                              WEIGHTED
                                          NUMBER OF                       PERCENTAGE OF       AVERAGE                    WEIGHTED
                                         UNDERLYING     CUT-OFF DATE         INITIAL          MORTGAGE     WEIGHTED       AVERAGE
                                          MORTGAGE       PRINCIPAL       LOAN GROUP NO. 2     INTEREST      AVERAGE    CUT-OFF DATE
MORTGAGE LOAN SELLER                        LOANS       BALANCE (1)          BALANCE            RATE       U/W DSCR    LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

Column Financial, Inc.                       54          $ 259,219,654        59.9%           5.4194%        1.43x         73.4%
LaSalle Bank National Association            20            107,571,468        24.9%           5.5376%        1.40          71.4%
KeyBank National Association                  5             65,828,905        15.2%           5.4986%        1.22          77.6%
                                        --------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                      79          $ 432,620,028        100.0%          5.4608%        1.39x         73.6%
                                        ============================================================================================



(1)  Based on a cut-off date in December 2004.



                            MORTGAGE INTEREST RATES


                                                                                          WEIGHTED
                                    NUMBER OF                           PERCENTAGE OF      AVERAGE                      WEIGHTED
                                    UNDERLYING      CUT-OFF DATE           INITIAL        MORTGAGE       WEIGHTED        AVERAGE
         RANGE OF                    MORTGAGE        PRINCIPAL        LOAN GROUP NO. 2    INTEREST       AVERAGE      CUT-OFF DATE
  MORTGAGE INTEREST RATES             LOANS         BALANCE (1)            BALANCE          RATE         U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

    4.4000%  -  5.0000%                  2            $ 24,958,821           5.8%          4.7678%         1.63x          78.3%
    5.0001%  -  5.2500%                  6              61,950,318          14.3%          5.1658%         1.31           75.5%
    5.2501%  -  5.5000%                 22             174,160,132          40.3%          5.3845%         1.36           75.4%
    5.5001%  -  5.7500%                 24             108,764,528          25.1%          5.5784%         1.41           71.1%
    5.7501%  -  6.0000%                 12              34,138,146           7.9%          5.8331%         1.48           67.1%
    6.0001%  -  6.2500%                  6              10,790,022           2.5%          6.1534%         1.38           73.5%
    6.2501%  -  6.5000%                  4              15,128,175           3.5%          6.2987%         1.31           71.8%
    6.5001%  -  6.7500%                  1               1,517,310           0.4%          6.5200%         1.51           61.9%
    6.7501%  -  6.8500%                  2               1,212,575           0.3%          6.7973%         1.99           54.5%
                                  --------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 79           $ 432,620,028         100.0%          5.4608%         1.39x          73.6%
                                  ==================================================================================================



MAXIMUM MORTGAGE INTEREST RATE:       6.8500%
MINIMUM MORTGAGE INTEREST RATE:       4.4000%
WTD. AVG. MORTGAGE INTEREST RATE:     5.4608%

(1)  Based on a cut-off date in December 2004.



                       CUT-OFF DATE PRINCIPAL BALANCES (1)



                                                                                          WEIGHTED
                                    NUMBER OF                          PERCENTAGE OF       AVERAGE                      WEIGHTED
                                    UNDERLYING     CUT-OFF DATE           INITIAL         MORTGAGE       WEIGHTED        AVERAGE
     RANGE OF CUT-OFF DATE           MORTGAGE       PRINCIPAL        LOAN GROUP NO. 2     INTEREST       AVERAGE      CUT-OFF DATE
     PRINCIPAL BALANCES (1)           LOANS        BALANCE (1)            BALANCE           RATE         U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

   $413,262  -      750,000             1               $ 413,262          0.1%            6.8500%         3.47x          19.2%
    750,001  -    1,000,000             4               3,374,840          0.8%            6.0103%         1.47           68.4%
  1,000,001  -    1,250,000             5               5,503,629          1.3%            5.8292%         1.43           60.5%
  1,250,001  -    1,500,000             9              12,509,644          2.9%            5.8540%         1.51           70.4%
  1,500,001  -    2,000,000             9              15,798,278          3.7%            5.7555%         1.59           68.0%
  2,000,001  -    2,500,000             4               9,453,833          2.2%            5.5914%         1.48           74.0%
  2,500,001  -    3,000,000             5              14,084,774          3.3%            5.7014%         1.43           75.6%
  3,000,001  -    3,500,000             4              13,372,097          3.1%            5.8032%         1.40           65.0%
  3,500,001  -    4,000,000             2               7,687,606          1.8%            5.5489%         2.43           48.1%
  4,000,001  -    4,500,000             4              17,458,261          4.0%            5.5182%         1.34           68.6%
  4,500,001  -    5,000,000             2               9,566,641          2.2%            6.0729%         1.36           75.4%
  5,000,001  -    6,000,000             3              16,477,562          3.8%            5.4565%         1.34           74.7%
  6,000,001  -    7,000,000             3              18,486,020          4.3%            5.4686%         1.44           79.0%
  7,000,001  -    8,000,000             7              52,424,739         12.1%            5.3267%         1.36           72.4%
  8,000,001  -    9,000,000             3              26,090,019          6.0%            5.5157%         1.25           76.8%
  9,000,001  -   10,000,000             1               9,300,000          2.1%            5.5000%         1.42           78.8%
 10,000,001  -   12,500,000             4              44,096,532         10.2%            5.3830%         1.46           70.6%
 12,500,001  -   15,000,000             4              57,863,070         13.4%            5.2713%         1.26           76.9%
 15,000,001  -   17,500,000             2              33,980,318          7.9%            5.0699%         1.51           77.2%
 17,500,001  -   20,000,000             2              38,178,905          8.8%            5.4536%         1.25           76.1%
 20,000,001  -  $26,500,000             1              26,500,000          6.1%            5.5500%         1.22           77.9%
                                 ---------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                79           $ 432,620,028        100.0%            5.4608%         1.39x          73.6%
                                 ===================================================================================================


Maximum cut-off date principal balance  (1):       $26,500,000
Minimum cut-off date principal balance  (1):          $413,262
Average cut-off date principal balance  (1):        $5,476,203

(1)  Based on a cut-off date in December 2004.



                         ORIGINAL AMORTIZATION TERMS (1)



                                                                                         WEIGHTED
                                NUMBER OF                           PERCENTAGE OF         AVERAGE                      WEIGHTED
           RANGE OF             UNDERLYING      CUT-OFF DATE           INITIAL           MORTGAGE      WEIGHTED         AVERAGE
    ORIGINAL AMORTIZATION        MORTGAGE         PRINCIPAL        LOAN GROUP NO. 2      INTEREST       AVERAGE      CUT-OFF DATE
      TERMS (MONTHS) (1)          LOANS          BALANCE (2)           BALANCE             RATE        U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

  Interest Only                      1            $ 17,000,000           3.9%             4.9400%        1.69x           78.7%
          240 - 300                 16              37,496,571           8.7%             5.6924%        1.40            62.8%
          301 - 360                 62             378,123,457          87.4%             5.4613%        1.37            74.4%
                              ------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:             79           $ 432,620,028         100.0%             5.4608%        1.39x           73.6%
                              ======================================================================================================


Maximum original amortization term (months) (3):      360
Minimum original amortization term (months) (3):      240
Wtd. avg. original amortization term (months) (3):    350

(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.
(3)  Does not include mortgage loans with interest only payments until
     ARD/maturity date.



                      ORIGINAL TERMS TO STATED MATURITY (1)


                                                                                        WEIGHTED
                                  NUMBER OF                          PERCENTAGE OF       AVERAGE                       WEIGHTED
           RANGE OF               UNDERLYING     CUT-OFF DATE           INITIAL         MORTGAGE     WEIGHTED           AVERAGE
       ORIGINAL TERMS              MORTGAGE        PRINCIPAL        LOAN GROUP NO. 2    INTEREST      AVERAGE        CUT-OFF DATE
TO STATED MATURITY (MONTHS) (1)     LOANS         BALANCE (2)           BALANCE           RATE       U/W DSCR        LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

          60   -  84                  12           $ 84,859,786          19.6%           5.2167%       1.44x             78.1%
          85  -  120                  61            306,917,525          70.9%           5.5194%       1.38              72.6%
         121  -  240                   6             40,842,717           9.4%           5.5281%       1.36              71.7%
                               -----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:               79          $ 432,620,028          100.0%          5.4608%       1.39x             73.6%
                               =====================================================================================================


Maximum original term to stated maturity (months) (1):  240
Minimum original term to stated maturity (months) (1):  60
Wtd. avg. original term to stated maturity (months) (1):113


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.



                      REMAINING AMORTIZATION TERMS (1, 2)


                                                                                        WEIGHTED
                                NUMBER OF                           PERCENTAGE OF       AVERAGE                        WEIGHTED
             RANGE OF           UNDERLYING     CUT-OFF DATE            INITIAL          MORTGAGE       WEIGHTED         AVERAGE
      REMAINING AMORTIZATION     MORTGAGE       PRINCIPAL         LOAN GROUP NO. 2      INTEREST        AVERAGE      CUT-OFF DATE
       TERMS (MONTHS) (1, 2)      LOANS        BALANCE (2)             BALANCE           RATES         U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

 Interest Only                       1           $ 17,000,000           3.9%            4.9400%          1.69x           78.7%
           168  -  250               8             13,175,391           3.0%            5.7799%          1.53            51.1%
           251  -  300               9             25,838,490           6.0%            5.6964%          1.33            68.7%
           301  -  355               4             27,093,908           6.3%            5.6109%          1.28            74.2%
           356  -  360              57            349,512,238          80.8%            5.4451%          1.38            74.5%
                                ----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:             79          $ 432,620,028         100.0%            5.4608%          1.39x           73.6%
                                ====================================================================================================


Maximum remaining amortization term (months)  (2, 3):    360
Minimum remaining amortization term (months)  (2, 3):    168
Wtd. avg. remaining amortization term (months)  (2, 3):  349


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.
(3)  Does not include mortgage loans with interest only payments until
     ARD/maturity date.



                   REMAINING TERMS TO STATED MATURITY (1, 2)


                                                                                          WEIGHTED
                                      NUMBER OF                        PERCENTAGE OF      AVERAGE                    WEIGHTED
             RANGE OF                 UNDERLYING    CUT-OFF DATE          INITIAL         MORTGAGE    WEIGHTED        AVERAGE
         REMAINING TERMS              MORTGAGE      PRINCIPAL       LOAN GROUP NO. 2     INTEREST     AVERAGE     CUT-OFF DATE
TO STATED MATURITY (MONTHS) (1, 2)      LOANS       BALANCE (2)           BALANCE          RATES      U/W DSCR     LTV RATIO (2)
----------------------------------------------------------------------------------------------------------------------------------

          47   -   84                     13          $ 86,377,096         20.0%          5.2396%       1.44x          77.8%
          85   -   117                    28           108,468,744         25.1%          5.5889%       1.41           68.4%
          118  -   240                    38           237,774,188         55.0%          5.4828%       1.36           74.4%
                                     ---------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                   79         $ 432,620,028        100.0%          5.4608%       1.39x          73.6%
                                     =============================================================================================


Maximum remaining term to stated maturity (months)  (1, 2):  240
Minimum remaining term to stated maturity (months)  (1, 2):   47
Wtd. avg. remaining term to stated maturity (months)  (1, 2):111


(1)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the foregoing table.
(2)  Based on a cut-off date in December 2004.



                           YEARS BUILT/YEARS RENOVATED



                                                                                       WEIGHTED
                                 NUMBER OF                          PERCENTAGE OF      AVERAGE                         WEIGHTED
                                 MORTGAGED     CUT-OFF DATE            INITIAL         MORTGAGE       WEIGHTED          AVERAGE
     RANGE OF YEARS                 REAL         PRINCIPAL         LOAN GROUP NO. 2    INTEREST        AVERAGE       CUT-OFF DATE
   BUILT/RENOVATED (1)           PROPERTIES     BALANCE (2)            BALANCE           RATE         U/W DSCR       LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

     1951  -  1997                   36          $ 166,039,192          38.4%          5.5233%          1.40x            74.2%
     1998  -  2000                    9             52,446,851          12.1%          5.2679%          1.54             73.2%
     2001  -  2004                   36            214,133,985          49.5%          5.4597%          1.35             73.2%
                                ----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:              81          $ 432,620,028         100.0%          5.4608%          1.39x            73.6%
                                ====================================================================================================



Most recent year built/renovated:            2004
Oldest year built/renovated                  1951
Wtd. avg. year built/renovated:              1996

(1)  Years built/renovated reflects the later of the year built or the year
     renovated of the mortgaged real properties.
(2)  Based on a cut-off date in December 2004.


                      OCCUPANCY RATES AT UNDERWRITING (1)



                                                                                            WEIGHTED
                                    NUMBER OF                           PERCENTAGE OF       AVERAGE                     WEIGHTED
                                    MORTGAGED      CUT-OFF DATE            INITIAL          MORTGAGE    WEIGHTED         AVERAGE
             RANGE OF                  REAL          PRINCIPAL         LOAN GROUP NO. 2     INTEREST     AVERAGE      CUT-OFF DATE
    OCCUPANCY RATES AT U/W (1)      PROPERTIES      BALANCE (2)            BALANCE            RATE      U/W DSCR      LTV RATIO (2)
------------------------------------------------------------------------------------------------------------------------------------

          57%   -    75%                 2             $ 8,856,903           2.1%           5.3910%       1.37x           78.4%
          76%   -    85%                 1               8,400,000           2.0%           5.5500%       1.20            76.4%
          86%   -    90%                16              94,786,737          22.1%           5.4582%       1.33            74.2%
          91%   -    93%                13             104,676,730          24.4%           5.4887%       1.30            75.3%
          94%   -    95%                12              81,468,354          19.0%           5.3119%       1.40            76.2%
          96%   -    97%                11              37,401,102           8.7%           5.4609%       1.53            74.1%
          98%   -   100%                24              92,816,941          21.7%           5.5475%       1.41            69.5%
                                   -------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 79           $ 428,406,766          100.0%          5.4578%       1.37x           74.0%
                                   =================================================================================================


Maximum occupancy rate at U/W (1):           100%
Minimum occupancy rate at U/W (1):           57%
Wtd. avg. occupancy rate at U/W (1):         93%


(1)  Does not include residential cooperative properties.
(2)  Based on a cut-off date in December 2004.



                    UNDERWRITTEN DEBT SERVICE COVERAGE RATIOS


                                                                                       WEIGHTED
                             NUMBER OF                           PERCENTAGE OF         AVERAGE                          WEIGHTED
                            UNDERLYING       CUT-OFF DATE           INITIAL            MORTGAGE        WEIGHTED          AVERAGE
       RANGE OF              MORTGAGE          PRINCIPAL       LOAN GROUP NO. 2        INTEREST        AVERAGE        CUT-OFF DATE
      U/W DSCRS                LOANS          BALANCE (1)           BALANCE              RATE          U/W DSCR       LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

   1.18x  -   1.20               3             $ 24,487,167          5.7%              5.4469%           1.20x            78.6%
    1.21  -   1.26              12               97,917,681         22.6%              5.5126%           1.23             76.2%
    1.27  -   1.30               8               73,857,830         17.1%              5.4273%           1.29             75.5%
    1.31  -   1.35              10               48,200,749         11.1%              5.5396%           1.32             71.5%
    1.36  -   1.40               9               48,580,519         11.2%              5.4251%           1.37             71.8%
    1.41  -   1.45              12               46,205,277         10.7%              5.5605%           1.43             73.3%
    1.46  -   1.50               4               10,157,182          2.3%              5.7802%           1.48             73.3%
    1.51  -   1.55               4               22,359,498          5.2%              5.1245%           1.52             74.1%
    1.56  -   1.66               5               20,435,521          4.7%              5.5495%           1.60             65.5%
    1.67  -   1.86               7               31,117,485          7.2%              5.2093%           1.69             76.6%
    1.87  -   2.99               3                5,087,858          1.2%              5.4773%           2.10             54.4%
    3.00  -  3.47x               2                4,213,262          1.0%              5.7677%           3.28             33.6%
                           ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:         79            $ 432,620,028        100.0%              5.4608%           1.39x            73.6%
                           =========================================================================================================


Maximum U/W DSCR:        3.47X
Minimum U/W DSCR:        1.18X
Wtd. Avg. U/W DSCR:      1.39X

(1)  Based on a cut-off date in December 2004.



                     CUT-OFF DATE LOAN-TO-VALUE RATIOS (1)



                                                                                         WEIGHTED
                                 NUMBER OF                           PERCENTAGE OF       AVERAGE                         WEIGHTED
                                UNDERLYING       CUT-OFF DATE           INITIAL          MORTGAGE       WEIGHTED          AVERAGE
   RANGE OF CUT-OFF DATE         MORTGAGE          PRINCIPAL       LOAN GROUP NO. 2      INTEREST       AVERAGE        CUT-OFF DATE
  LOAN-TO-VALUE RATIOS (1)         LOANS          BALANCE (1)           BALANCE            RATE         U/W DSCR       LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

    19.2%   -    40.0%               3              $ 7,713,262          1.8%            5.7733%          2.40x            36.2%
    40.0%   -    50.0%               3                4,214,286          1.0%            5.8356%          1.92             48.7%
    50.0%   -    60.0%               9               21,145,168          4.9%            5.6905%          1.50             57.5%
    60.0%   -    65.0%               5               21,089,438          4.9%            5.5199%          1.45             63.0%
    65.0%   -    70.0%               7               35,621,310          8.2%            5.6622%          1.44             67.9%
    70.0%   -    74.5%              11               75,100,944         17.4%            5.5244%          1.33             72.8%
    74.5%   -    77.0%               8               53,076,197         12.3%            5.4031%          1.33             75.9%
    77.0%   -    77.5%               3               23,146,798          5.4%            4.9806%          1.34             77.2%
    77.5%   -    78.5%               8               90,836,956         21.0%            5.4246%          1.28             78.1%
    78.5%   -    79.0%               6               35,360,370          8.2%            5.3613%          1.54             78.7%
    79.0%   -    80.0%              14               55,346,834         12.8%            5.4482%          1.37             79.7%
    80.0%   -    80.9%               2                9,968,467          2.3%            5.4261%          1.31             80.4%
                               -----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:             79            $ 432,620,028        100.0%            5.4608%          1.39x             73.6%
                               =====================================================================================================


Maximum cut-off date LTV ratio (1):    80.9%
Minimum cut-off date LTV ratio (1):    19.2%
Wtd. avg. cut-off date LTV ratio (1):  73.6%

(1)  Based on a cut-off date in December 2004.



                       MORTGAGED REAL PROPERTIES BY STATE


                                                                                      WEIGHTED
                             NUMBER OF                           PERCENTAGE OF         AVERAGE                         WEIGHTED
                             MORTGAGED       CUT-OFF DATE           INITIAL           MORTGAGE       WEIGHTED           AVERAGE
                               REAL            PRINCIPAL        LOAN GROUP NO. 2      INTEREST        AVERAGE        CUT-OFF DATE
STATE                       PROPERTIES        BALANCE (1)           BALANCE             RATE         U/W DSCR        LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

Texas                           15            $ 113,944,661          26.3%             5.3944%         1.36x             76.4%
California                       7               21,740,773           5.0%             5.4425%         1.36              67.5%
 Northern California (2)         5               11,828,167           2.7%             5.4948%         1.29              64.2%
 Southern California (2)         2                9,912,606           2.3%             5.3801%         1.45              71.3%
Indiana                          3               36,337,977           8.4%             5.5678%         1.22              77.5%
North Carolina                   3               30,300,000           7.0%             5.2608%         1.54              77.2%
Wisconsin                        2               28,750,000           6.6%             5.3196%         1.28              74.8%
New York                         6               27,709,893           6.4%             5.4583%         1.66              67.1%
Nevada                           2               25,367,054           5.9%             5.5581%         1.24              78.5%
Arizona                          4               21,006,064           4.9%             5.6448%         1.31              68.2%
Ohio                             4               16,345,775           3.8%             5.3312%         1.36              76.8%
New Mexico                       7               15,329,524           3.5%             5.6953%         1.46              60.0%
Missouri                         3               13,185,364           3.0%             5.4534%         1.46              63.3%
Connecticut                      1               10,313,289           2.4%             5.3100%         1.52              72.1%
Colorado                         2                9,017,310           2.1%             5.9461%         1.46              59.6%
Michigan                         1                8,990,019           2.1%             5.4300%         1.30              80.3%
Alabama                          1                7,958,821           1.8%             4.4000%         1.51              77.3%
Florida                          4                7,597,922           1.8%             5.7392%         1.50              77.5%
Virginia                         2                7,078,535           1.6%             5.6923%         1.60              64.8%
Louisiana                        1                6,272,871           1.4%             5.2700%         1.67              79.4%
District of Columbia             3                5,683,143           1.3%             5.5637%         1.32              71.5%
Mississippi                      2                5,389,567           1.2%             5.9364%         1.34              79.2%
Tennessee                        3                5,299,314           1.2%             6.1580%         1.42              69.7%
Georgia                          1                2,450,000           0.6%             5.5270%         1.45              69.0%
Idaho                            1                2,157,667           0.5%             5.5700%         1.33              79.9%
Arkansas                         1                1,739,069           0.4%             6.4600%         1.26              79.0%
Delaware                         1                1,676,969           0.4%             6.0600%         1.43              75.5%
South Carolina                   1                  978,448           0.2%             5.3900%         1.43              80.9%
                           ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:         81            $ 432,620,028         100.0%             5.4608%         1.39x             73.6%
                           =========================================================================================================


(1)    Based on a cut-off date in December 2004.
(2)    Northern California consists of mortgaged real properties in California
       zip codes greater than 93600. Southern California consists of mortgaged
       real properties in California zip codes less than or equal to 93600.



                     UNDERLYING MORTGAGE LOANS BY LOAN TYPE



                                                                                   WEIGHTED
                                     NUMBER OF                    PERCENTAGE OF     AVERAGE               WEIGHTED      WEIGHTED
                                    UNDERLYING  CUT-OFF DATE         INITIAL       MORTGAGE  WEIGHTED     AVERAGE       AVERAGE
                                     MORTGAGE     PRINCIPAL     LOAN GROUP NO. 2   INTEREST   AVERAGE   CUT-OFF DATE   REMAINING
LOAN TYPE                              LOANS     BALANCE (1)         BALANCE         RATE    U/W DSCR  LTV RATIO (1)  IO PERIOD (1)
-----------------------------------------------------------------------------------------------------------------------------------

Interest Only Balloon Loans              1        $ 17,000,000         3.9%         4.9400%    1.69x       78.7%           59
Balloon Loans with Partial IO Term      17         169,020,000        39.1%         5.4120%    1.30        74.4%           27
Balloon Loans without IO Term           59         242,686,766        56.1%         5.5244%    1.43        73.2%          N/A
Fully Amortizing Loans                   2           3,913,262         0.9%         5.8930%    1.56        37.3%          N/A
                                   ------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                 79       $ 432,620,028       100.0%         5.4608%    1.39x       73.6%          N/A
                                   ================================================================================================


(1)  Based on a cut-off date in December 2004.



                   MORTGAGED REAL PROPERTIES BY PROPERTY TYPE


                                                                                          WEIGHTED
                                  NUMBER OF                           PERCENTAGE OF       AVERAGE                     WEIGHTED
                                  MORTGAGED      CUT-OFF DATE            INITIAL          MORTGAGE    WEIGHTED        AVERAGE
                                    REAL          PRINCIPAL          LOAN GROUP NO. 2     INTEREST     AVERAGE      CUT-OFF DATE
PROPERTY TYPE                    PROPERTIES      BALANCE (1)             BALANCE            RATE      U/W DSCR     LTV RATIO (1)
-----------------------------------------------------------------------------------------------------------------------------------

Multifamily                          81            $ 432,620,028          100.0%          5.4608%       1.39x          73.6%
                                ---------------------------------------------------------------------------------------------------
                                     81            $ 432,620,028          100.0%          5.4608%       1.39x          73.6%
                                ===================================================================================================


(1)  Based on a cut-off date in December 2004.



                 MORTGAGED REAL PROPERTIES BY PROPERTY SUB-TYPE


                                                                                             WEIGHTED
                                            NUMBER OF                      PERCENTAGE OF     AVERAGE                   WEIGHTED
                                            MORTGAGED    CUT-OFF DATE         INITIAL        MORTGAGE   WEIGHTED       AVERAGE
                   PROPERTY                   REAL        PRINCIPAL       LOAN GROUP NO. 2   INTEREST    AVERAGE     CUT-OFF DATE
PROPERTY TYPE      SUB-TYPE                PROPERTIES    BALANCE (1)          BALANCE          RATE     U/W DSCR    LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

MULTIFAMILY
                   Conventional                69          $ 406,278,630       93.9%         5.4489%      1.36x         73.9%
                   Manufactured Housing        10             22,128,136        5.1%         5.6213%      1.47          74.7%
                   Cooperative                  2              4,213,262        1.0%         5.7677%      3.28          33.6%
                                         -------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:                        81          $ 432,620,028       100.0%        5.4608%      1.39x         73.6%
                                         ===========================================================================================


(1)  Based on a Cut-off Date in December 2004.



                   PREPAYMENT PROVISION AS OF CUT-OFF DATE (1)


                                                                       WEIGHTED      WEIGHTED          WEIGHTED
                                                                       AVERAGE       AVERAGE            AVERAGE         WEIGHTED
                                                     PERCENTAGE OF    REMAINING     REMAINING          REMAINING         AVERAGE
      RANGE OF            NUMBER OF   CUT-OFF DATE      INITIAL        LOCKOUT       LOCKOUT        LOCKOUT PLUS YM     REMAINING
 REMAINING TERMS TO       MORTGAGE     PRINCIPAL    LOAN GROUP NO. 2    PERIOD    PLUS YM PERIOD  PLUS PREMIUM PERIOD   MATURITY
STATED MATURITY (1,2)       LOANS     BALANCE (1)       BALANCE      (MONTHS) (1)  (MONTHS) (1)      (MONTHS) (1)     (MONTHS) (1,2)
------------------------------------------------------------------------------------------------------------------------------------

   47    -   62               6       $ 35,347,463        8.2%            53            53                53               57
   63    -   92               7         51,029,634       11.8%            75            75                75               81
   93    -   112              1          1,437,977        0.3%           104           104                104              111
   113   -   117             27        107,030,767       24.7%           112           112                112              116
   118   -   240             38        237,774,188       55.0%           119           120                120              123
                         -----------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:      79      $ 432,620,028      100.0%           107           107                107              111
                         ===========================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the indicated column.


                                PREPAYMENT OPTION


                                                                       WEIGHTED      WEIGHTED          WEIGHTED
                                                                       AVERAGE       AVERAGE            AVERAGE         WEIGHTED
                                                     PERCENTAGE OF    REMAINING     REMAINING          REMAINING         AVERAGE
                            NUMBER OF  CUT-OFF DATE     INITIAL        LOCKOUT       LOCKOUT        LOCKOUT PLUS YM     REMAINING
                            MORTGAGE    PRINCIPAL   LOAN GROUP NO. 2    PERIOD    PLUS YM PERIOD  PLUS PREMIUM PERIOD   MATURITY
PREPAYMENT OPTION             LOANS    BALANCE (1)      BALANCE      (MONTHS) (1)  (MONTHS) (1)      (MONTHS) (1)     (MONTHS) (1,2)
------------------------------------------------------------------------------------------------------------------------------------

Lockout / Defeasance           74     $ 427,595,151      98.8%           107           107                107              111
Lockout / Yield Maintenance     5         5,024,877       1.2%            22            87                 87               91
                           ---------------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:        79     $ 432,620,028     100.0%           107           107                107              111
                           =========================================================================================================


(1)  Based on a cut-off date in December 2004.
(2)  In the case of ARD loans, the anticipated repayment date is assumed to be
     the maturity date for the purposes of the indicated column.



           UNDERLYING MORTGAGED REAL PROPERTIES BY OWNERSHIP INTEREST


                                                                                            WEIGHTED
                                 NUMBER OF                             PERCENTAGE OF        AVERAGE                      WEIGHTED
                                 MORTGAGED        CUT-OFF DATE            INITIAL           MORTGAGE      WEIGHTED        AVERAGE
                                   REAL             PRINCIPAL        LOAN GROUP NO. 2       INTEREST       AVERAGE     CUT-OFF DATE
OWNERSHIP INTEREST              PROPERTIES         BALANCE (1)            BALANCE            RATES        U/W DSCR     LTV RATIO (1)
------------------------------------------------------------------------------------------------------------------------------------

Fee                                 80           $ 422,306,739             97.6%            5.4645%         1.39x          73.6%
Fee/Leasehold                        1              10,313,289              2.4%            5.3100%         1.52           72.1%
                               -----------------------------------------------------------------------------------------------------
TOTAL/WEIGHTED AVERAGE:             81           $ 432,620,028            100.0%            5.4608%         1.39x          73.6%
                               =====================================================================================================


(1)  Based on a cut-off date in December 2004.





















                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                   EXHIBIT B

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT













ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
135 S. LaSalle Street  Suite 1625                        SERIES 2004-C5                               Prior Payment:           N/A
Chicago, IL 60603                                                                                     Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X
Administrator:                                                                                        Analyst:
                                               REPORTING PACKAGE TABLE OF CONTENTS

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


----------------------------------------- -------------------------------------------------- ---------------------------------------
                                                                                    Page(s)
Issue Id:                     CSFB04C5    REMIC Certificate Report                           Closing Date:               12/28/2004
Monthly Data File Name:                   Bond Interest Reconciliation                       First Payment Date:         01/18/2005
                  CSFB04C5_YYYYMM_3.zip   Cash Reconciliation Summary                        Assumed Final Payment Date: 12/15/2014
----------------------------------------  15 Month Historical Loan Status Summary            ---------------------------------------
                                          15 Month Historical Payoff/Loss Summary
                                          Historical Collateral Level Prepayment Report
                                          Delinquent Loan Detail
                                          Mortgage Loan Characteristics
                                          Loan Level Detail
                                          Specially Serviced Report
                                          Modified Loan Detail
                                          Realized Loss Detail
                                          Appraisal Reduction Detail

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

                --------------------------------------------------------------------------------------------------------
                                                            CONTACT INFORMATION
                --------------------------------------------------------------------------------------------------------
                                       DEPOSITOR: Credit Suisse First Boston Mortgage Securities Corp.
                          UNDERWRITERS: Credit Suisse First Boston LLC, ABN AMRO Incorporated, KeyBanc Capital Markets,
                                  a Division of McDonald Investments Inc., and J.P. Morgan Securities Inc.
                                            MASTER SERVICER: KeyCorp Real Estate Capital Markets, Inc.
                                                   SPECIAL SERVICER: Lennar Partners, Inc.
                              RATING AGENCY: Moody's Investors Service, Inc. / Standard & Poor's Ratings Services
                --------------------------------------------------------------------------------------------------------


                                     ------------------------------------------------------------------------
                                       INFORMATION IS AVAILABLE FOR THIS ISSUE FROM THE FOLLOWING SOURCES
                                     ------------------------------------------------------------------------
                                            LaSalle Web Site                          www.etrustee.net
                                            LaSalle Factor Line                         (800) 246-5761
                                     ------------------------------------------------------------------------

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
WAC:                                                                                                  Next Payment:     02/17/2005
WA Life Term:                                                                                         Record Date:      12/31/2004
WA Amort Term:                                      ABN AMRO ACCT: XX-XXXX-XX-X
Current Index:
Next Index:                                       REMIC CERTIFICATE REPORT
-----------------------------------------------------------------------------------------------------------------------------------
          ORIGINAL        OPENING     PRINCIPAL     PRINCIPAL      NEGATIVE      CLOSING     INTEREST     INTEREST    PASS-THROUGH
CLASS     FACE VALUE(1)   BALANCE      PAYMENT    ADJ. OR LOSS   AMORTIZATION    BALANCE     PAYMENT     ADJUSTMENT      RATE(2)
CUSIP     Per 1,000       Per 1,000   Per 1,000     Per 1,000      Per 1,000     Per 1,000   Per 1,000    Per 1,000    Next Rate(3)
-----------------------------------------------------------------------------------------------------------------------------------


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

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

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

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

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

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

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

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

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

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

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

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

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

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

-----------------------------------------------------------------------------------------------------------------------------------
          0.00            0.00        0.00          0.00           0.00          0.00         0.00        0.00
-----------------------------------------------------------------------------------------------------------------------------------
                                                                         Total P&I Payment    0.00
                                                                        -----------------------------

Notes: (1) N denotes notional balance      (2) Interest paid minus Interest Adjustment minus Deferred       (3) Estimated
           not included in total               Interest equals Accrual

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                     BOND INTEREST RECONCILIATION

-------------------------------------------------------------------------------------------------------------------------
                                                 Deductions                                 Additions
                                      ---------------------------------------------  ------------------------------------
             Accrual       Accrued                    Add.     Deferred &               Prior       Prepay-      Other
        ---------------  Certificate  Allocable      Trust     Accretion   Interest  Int. Short-     ment      Interest
Class    Method   Days     Interest     PPIS      Expense (1)   Interest   Losses     falls Due    Penalties  Proceeds(2)
-------------------------------------------------------------------------------------------------------------------------
























                          -----------------------------------------------------------------------------------------------
                             0.00      0.00      0.00      0.00          0.00             0.00         0.00       0.00
-------------------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------------------------------
                                               Remaining
            Distributable      Interest       Outstanding               Credit Support
             Certificate        Payment         Interest         ---------------------------
Class        Interest           Amount         Shortfalls          Original      Current(3)
--------------------------------------------------------------------------------------------
























          ----------------------------------------------------------------------
              0.00               0.00             0.00
---------------------------------------------------------------------------------------------------------------

(1)  Additional Trust Expenses are fees allocated directly to the bond resulting in a deduction to accrued interest and not carried
     as an outstanding shortfall.
(2)  Other Interest Proceeds include default interest, PPIE and Recoveries of Interest.
(3)  Determined as follows: (A) the ending balance of all the classes less (B) the sum of (i) the ending balance of the class and
     (ii) the ending balance of all classes which are not subordinate to the class divided by (A).

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                    CASH RECONCILIATION SUMMARY

------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------    ------------------------------------------- ------------------------------------------
          INTEREST SUMMARY                             SERVICING FEE SUMMARY                           PRINCIPAL SUMMARY
------------------------------------------    ------------------------------------------- ------------------------------------------

Current Scheduled Interest                    Current Servicing Fees                      SCHEDULED PRINCIPAL:
Less Deferred Interest                        Plus Fees Advanced for PPIS                 Current Scheduled Principal
Plus Advance Interest                         Less Reduction for PPIS                     Advanced Scheduled Principal
Plus Unscheduled Interest                     Plus Delinquent Servicing Fees              ------------------------------------------
PPIS Reducing Scheduled Interest              ------------------------------------------- Scheduled Principal Distribution
Less Total Fees Paid to Servicer              Total Servicing Fees                        ------------------------------------------
Plus Fees Advanced for PPIS                   ------------------------------------------- UNSCHEDULED PRINCIPAL:
Less Fee Strips Paid by Servicer                                                          Curtailments
Less Misc. Fees & Expenses                                                                Prepayments in Full
Less Non Recoverable Advances                 ------------------------------------------- Liquidation Proceeds
------------------------------------------                   PPIS SUMMARY                 Repurchase Proceeds
Interest Due Trust                            ------------------------------------------- Other Principal Proceeds
------------------------------------------    Gross PPIS                                  ------------------------------------------
Less Trustee Fee                              Reduced by PPIE                             Unscheduled Principal Distribution
Less Fee Strips Paid by Trust                 Reduced by Shortfalls in Fees               ------------------------------------------
Less Misc. Fees Paid by Trust                 Reduced by Other Amounts                    Remittance Principal
------------------------------------------    ------------------------------------------- ------------------------------------------
Remittance Interest                           PPIS Reducing Scheduled Interest            ------------------------------------------
------------------------------------------    ------------------------------------------- Service Wire Amount
                                              PPIS Reducing Servicing Fee                 ------------------------------------------
                                              -------------------------------------------
                                              PPIS Due Certificate
                                              -------------------------------------------
                                              -------------------------------------------
                                                          POOL BALANCE SUMMARY
                                              -------------------------------------------
                                                                        Balance    Count
                                              -------------------------------------------
                                              Beginning Pool
                                              Scheduled Principal Distribution
                                              Unscheduled Principal Distribution
                                              Deferred Interest
                                              Liquidations
                                              Repurchases
                                              Ending Pool
                                              -------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
                                                           ADVANCES
------------------------------------------------------------------------------------------------------------------------------------
        PRIOR OUTSTANDING                     CURRENT PERIOD                    RECOVERED                 ENDING OUTSTANDING
Principal        Interest              Principal       Interest            Principal      Interest     Principal       Interest
------------------------------------------------------------------------------------------------------------------------------------







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

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.







ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS -- 15 MONTH HISTORICAL LOAN STATUS SUMMARY

------------------------------------------------------------------------------------------------------------------------------------
                                   Delinquency Aging Categories                              Special Event Categories (1)
             ------------------------------------------------------------------------- ---------------------------------------------
             Delinq 1 Month  Delinq 2 Months  Delinq 3+ Months  Foreclosure    REO     Modifications  Specially Serviced  Bankruptcy
Distribution ------------------------------------------------------------------------- ---------------------------------------------
    Date      #    Balance    #    Balance     #    Balance    #   Balance  #  Balance  #    Balance     #    Balance     #  Balance
------------------------------------------------------------------------------------------------------------------------------------

  01/18/05

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1)  Note: Modification, Specially Serviced & Bankruptcy Totals are Included in the Appropriate Delinquency Aging Category.

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    ASSET BACKED FACTS -- 15 MONTH HISTORICAL PAYOFF/LOSS SUMMARY

---------------------------------------------------------------------------------------------------------------------------
                    Ending Pool (1)        Payoffs (2)        Penalties        Appraisal Reduct.(2)        Liquidations (2)
Distribution      ---------------------------------------------------------------------------------------------------------
   Date              #    Balance         #    Balance       #   Amount           #    Balance              #    Balance
---------------------------------------------------------------------------------------------------------------------------

01/18/05
---------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


--------------------------------------------------------------------------------
                 Realized Losses (2)     Remaining Term      Curr Weighted Avg.
Distribution   -----------------------------------------------------------------
   Date            #      Amount         Life     Amort.      Coupon    Remit
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(1)  Percentage based on pool as of cutoff.
(2)  Percentage based on pool as of beginning of period.

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                           HISTORICAL COLLATERAL LEVEL PREPAYMENT REPORT

-------------------------------------------------------------------------------------------------------------------------
                                                                                                      Remaining Term
                                                                                                      --------------
Disclosure  Distribution   Initial           Payoff   Penalty  Prepayment  Maturity  Property                         Note
Control #   Date           Balance   Code    Amount   Amount   Date        Date      Type        DSCR   Life  Amort.  Rate
--------------------------------------------------------------------------------------------------------------------------



































------------------------------------------------------------------------------------------------------------
                         CUMULATIVE                     0           0
                                                 ---------------------------

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                       DELINQUENT LOAN DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                       Paid               Outstanding  Out. Property                      Special
Disclosure Doc         Thru  Current P&I      P&I        Protection        Advance        Servicer    Foreclosure  Bankruptcy   REO
Control #              Date  Advance      Advances**      Advances     Description (1) Transfer Date      Date         Date     Date
------------------------------------------------------------------------------------------------------------------------------------

































------------------------------------------------------------------------------------------------------------------------------------
A. P&I Advance - Loan in Grace Period  1. P&I Advance - Loan delinquent 1  3. P&I Advance - Loan delinquent
                                          month                               3 months or More
B. P&I Advance - Late Payment but      2. P&I Advance - Loan delinquent 2  4. Matured Balloon/Assumed
   < 1 month delinq                       months                              Scheduled Payment
------------------------------------------------------------------------------------------------------------------------------------

**   Outstanding P&I Advances include the current period P&I Advance

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.





ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X
                                                   MORTGAGE LOAN CHARACTERISTICS

                                         DISTRIBUTION OF PRINCIPAL BALANCES
---------------------------------------------------------------------------------------------------------------
Current Scheduled              # of          Scheduled         % of                  Weighted Average
                                                                          -------------------------------------
     Balances                 Loans           Balance         Balance         Term        Coupon        DSCR
---------------------------------------------------------------------------------------------------------------

















---------------------------------------------------------------------------------------------------------------
                                0                0             0.00%
---------------------------------------------------------------------------------------------------------------

Average Scheduled Balance
Maximum Scheduled Balance
Minimum Scheduled Balance





                              DISTRIBUTION OF REMAINING TERM (FULLY AMORTIZING)
---------------------------------------------------------------------------------------------------------------
Fully Amortizing               # of          Scheduled         % of                   Weighted Average
                                                                            -----------------------------------
Mortgage Loans                 Loans          Balance         Balance            Term       Coupon       DSCR
---------------------------------------------------------------------------------------------------------------






---------------------------------------------------------------------------------------------------------------
                                0                 0             0.00%
---------------------------------------------------------------------------------------------------------------

                                                          Minimum Remaining Term
                                                          Maximum Remaining Term




                                   DISTRIBUTION OF MORTGAGE INTEREST RATES
---------------------------------------------------------------------------------------------------------------
Current Mortgage          # of          Scheduled            % of                       Weighted Average
                                                                            -----------------------------------
 Interest Rate           Loans           Balance            Balance             Term        Coupon        DSCR
---------------------------------------------------------------------------------------------------------------










---------------------------------------------------------------------------------------------------------------
                          0                 0                 0.00%
---------------------------------------------------------------------------------------------------------------

 Minimum Mortgage Interest Rate          10.0000%
 Maximum Mortgage Interest Rate          10.0000%




                                  DISTRIBUTION OF REMAINING TERM (BALLOON)
---------------------------------------------------------------------------------------------------------------
          Balloon                  # of          Scheduled          % of               Weighted Average
                                                                                -------------------------------
      Mortgage Loans               Loans          Balance          Balance      Term       Coupon        DSCR
---------------------------------------------------------------------------------------------------------------

  0         to            60
  61        to            120
 121        to            180
 181        to            240
 241        to            360



---------------------------------------------------------------------------------------------------------------
                                 0                 0               0.00%
---------------------------------------------------------------------------------------------------------------

 Minimum Remaining Term          0
 Maximum Remaining Term          0

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                   MORTGAGE LOAN CHARACTERISTICS

                  DISTRIBUTION OF DSCR (CURRENT)                                        GEOGRAPHIC DISTRIBUTION
----------------------------------------------------------------    ----------------------------------------------------------------
 Debt Service     # of   Scheduled    % of                                                # of   Scheduled   % of
Coverage Ratio   Loans    Balance    Balance   WAMM   WAC   DSCR    State                 Loans   Balance   Balance  WAMM  WAC  DSCR

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
















----------------------------------------------------------------
                   0          0        0.00%
----------------------------------------------------------------
Maximum DSCR     0.000
Minimum DSCR     0.000


                    DISTRIBUTION OF DSCR (CUTOFF)
----------------------------------------------------------------
 Debt Service    # of     Scheduled    % of
Coverage Ratio   Loans     Balance    Balance  WAMM   WAC   DSCR
----------------------------------------------------------------









----------------------------------------------------------------    ----------------------------------------------------------------
                 0           0        0.00%                                                  0               0.00%
----------------------------------------------------------------    ----------------------------------------------------------------

Maximum DSCR     0.00
Minimum DSCR     0.00

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                  MORTGAGE LOAN CHARACTERISTICS


                 DISTRIBUTION OF PROPERTY TYPES                                        DISTRIBUTION OF LOAN SEASONING
-------------------------------------------------------------------   --------------------------------------------------------------
                   # of    Scheduled     % of                                            # of   Scheduled    % of
Property Types     Loans    Balance     Balance  WAMM   WAC   DSCR     Number of Years   Loans   Balance   Balance   WAMM  WAC  DSCR
-------------------------------------------------------------------   --------------------------------------------------------------
















-------------------------------------------------------------------   --------------------------------------------------------------
                     0           0        0.00%                                            0        0       0.00%
-------------------------------------------------------------------   --------------------------------------------------------------


                 DISTRIBUTION OF AMORTIZATION TYPE                                     DISTRIBUTION OF YEAR LOANS MATURING
-------------------------------------------------------------------   --------------------------------------------------------------
 Current              # of   Scheduled     % of                                          # of   Scheduled    % of
 Scheduled Balances  Loans   Balance     Balance  WAMM   WAC   DSCR          Year       Loans   Balance    Balance   WAMM  WAC  DSCR
-------------------------------------------------------------------   --------------------------------------------------------------

                                                                            1998
                                                                            1999
                                                                            2000
                                                                            2001
                                                                            2002
                                                                            2003
                                                                            2004
                                                                            2005
                                                                            2006
                                                                            2007
                                                                            2008
                                                                       2009 & Longer
-------------------------------------------------------------------   --------------------------------------------------------------
                                                                                          0        0        0.00%
-------------------------------------------------------------------   --------------------------------------------------------------

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                         LOAN LEVEL DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                                                                          Operating                      Ending
Disclosure                 Property                                       Statement      Maturity       Principal       Note
Control #        Grp         Type         State       DSCR       NOI        Date           Date          Balance        Rate
------------------------------------------------------------------------------------------------------------------------------------












































------------------------------------------------------------------------------------------------------------------------------------
                                          W/Avg       0.00                0                                0
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
                                              Spec.                   Loan                       Prepayment
Disclosure        Scheduled        Mod.       Serv        ASER        Status         ---------------------------------
Control #            P&I           Flag       Flag        Flag        Code(1)        Amount        Penalty        Date
------------------------------------------------------------------------------------------------------------------------------------












































------------------------------------------------------------------------------------------------------------------------------------
                      0                                                                0               0
------------------------------------------------------------------------------------------------------------------------------------
*    NOI and DSCR, if available and reportable under the terms of the Pooling and Servicing Agreement, are based on information
     obtained from the related borrower, and no other party to the agreement shall be held liable for the accuracy or methodology
     used to determine such figures.
------------------------------------------------------------------------------------------------------------------------------------
(1) Legend: A. P&I Adv - in     1. P&I Adv -           3. P&I Adv - delinquent 5. Prepaid   7. Foreclosure  9. REO  11. Modification
               Grace Period        delinquent 1 month     3+ months               in Full
            B. P&I Adv - < one  2. P&I Adv -           4. Mat. Balloon/Assumed 6. Specially 8. Bankruptcy   10. DPO
               month delinq        delinquent 2 months    P&I                     Serviced
------------------------------------------------------------------------------------------------------------------------------------

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                            SPECIALLY SERVICED (PART I) -- LOAN DETAIL

====================================================================================================================================
                                 Balance                           Remaining Term
Disclosure   Transfer      -------------------   Note   Maturity   --------------   Property                        NOI
Control #      Date        Scheduled    Actual   Rate    Date       Life  Amort.      Type    State   NOI   DSCR    Date
====================================================================================================================================
























====================================================================================================================================

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                    SPECIALLY SERVICED LOAN DETAIL (PART II) -- SERVICER COMMENTS

====================================================================================================================================
    Disclosure                  Resolution
    Control #                    Strategy                                                Comments
====================================================================================================================================





























====================================================================================================================================

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        MODIFIED LOAN DETAIL

====================================================================================================================================

Disclosure    Modification  Modification                                     Modification
Control #        Date            Code                                        Description
====================================================================================================================================

























====================================================================================================================================

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.






ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                        REALIZED LOSS DETAIL

====================================================================================================================================
                                               Beginning           Gross Proceeds    Aggregate       Net      Net Proceeds
Distribution  Disclosure  Appraisal Appraisal  Scheduled   Gross      as a % of     Liquidation  Liquidation    as a % of   Realized
Period        Control #     Date      Value     Balance  Proceeds  Sched Principal   Expenses *    Proceeds  Sched. Balance   Loss
====================================================================================================================================






















====================================================================================================================================
CURRENT TOTAL                                0.00       0.00                        0.00           0.00                      0.00
CUMULATIVE                                   0.00       0.00                        0.00           0.00                      0.00
====================================================================================================================================
* Aggregate liquidation expenses also include outstanding P&I advances and unpaid servicing fees, unpaid trustee fees, etc.

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.





ABN AMRO                                  CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.        Statement Date:   01/18/2005
LaSalle Bank N.A.                            COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES            Payment Date:     01/18/2005
                                                         SERIES 2004-C5                               Prior Payment:           N/A
                                                                                                      Next Payment:     02/17/2005
                                                                                                      Record Date:      12/31/2004
                                                    ABN AMRO ACCT: XX-XXXX-XX-X

                                                     APPRAISAL REDUCTION DETAIL

====================================================================================================================
                                                              Remaining Term                           Appraisal
Disclosure  Appraisal  Scheduled Reduction   Note  Maturity  --------------  Property                ------------
Control #   Red. Date   Balance   Amount     Rate    Date     Life   Amort.    Type    State  DSCR   Value   Date
====================================================================================================================























====================================================================================================================

12/17/2004 - 10:17 (MXXX-MXXX) (C) 2000    LaSalle Bank N.A.

                                    EXHIBIT C

                  DECREMENT TABLES FOR THE OFFERED CERTIFICATES

         PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE OUTSTANDING FOR:


                             CLASS A-1 CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--           0% CPR         25% CPR         50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

Issue Date.................................           100%           100%            100%            100%            100%
December 2005..............................            85             85              85              85              85
December 2006..............................            69             69              69              69              69
December 2007..............................            50             50              50              50              50
December 2008..............................            22             22              21              21              19
December 2009 and thereafter...............             0              0               0               0               0
WEIGHTED AVERAGE LIFE (IN YEARS)                      2.7            2.7             2.7             2.7             2.7



                             CLASS A-2 CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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 and thereafter...............             0               0              0               0               0
WEIGHTED AVERAGE LIFE (IN YEARS)                      4.9             4.8            4.8             4.8             4.6



                             CLASS A-3 CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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              98             97              94              84
December 2010..............................           100              95             90              87              84
December 2011 and thereafter...............             0               0              0               0               0
WEIGHTED AVERAGE LIFE (IN YEARS)                      6.8             6.7            6.7             6.6             6.3


                                      C-1



         PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE OUTSTANDING FOR:


                             CLASS A-AB CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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..............................            76              76             76              76              77
December 2011..............................            60              59             58              58              58
December 2012..............................            34              33             32              32              32
December 2013..............................             2               0              0               0               0
December 2014 and thereafter...............             0               0              0               0               0
WEIGHTED AVERAGE LIFE (IN YEARS)                      7.2             7.2            7.2             7.2             7.2



                             CLASS A-4 CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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              99             99              97              90
December 2014 and thereafter...............             0               0              0               0               0
WEIGHTED AVERAGE LIFE (IN YEARS)                      9.7             9.7            9.7             9.6             9.5



                            CLASS A-1-A CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

Issue Date.................................           100%            100%           100%            100%            100%
December 2005..............................            99              99             99              99              99
December 2006..............................            98              98             98              98              98
December 2007..............................            97              97             97              97              97
December 2008..............................            95              95             95              95              95
December 2009..............................            86              86             86              86              85
December 2010..............................            84              84             84              84              83
December 2011..............................            72              72             72              72              72
December 2012..............................            70              70             70              70              70
December 2013..............................            69              69             69              69              68
December 2014 and thereafter...............             0               0              0               0               0
WEIGHTED AVERAGE LIFE (IN YEARS)                      8.5             8.4            8.4             8.4             8.2


                                      C-2



         PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE OUTSTANDING FOR:


                             CLASS A-J CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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 (IN YEARS)                     10.0            10.0           10.0             9.9             9.7


                              CLASS B CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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 (IN YEARS)                     10.0            10.0           10.0            10.0             9.7



                              CLASS C CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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 (IN YEARS)                     10.0            10.0           10.0            10.0             9.7


                                      C-3



         PERCENTAGE OF INITIAL TOTAL PRINCIPAL BALANCE OUTSTANDING FOR:


                              CLASS D CERTIFICATES

                                   PREPAYMENTS



      FOLLOWING THE DISTRIBUTION DATE IN--            0% CPR         25% CPR        50% CPR         75% CPR         100% CPR
-------------------------------------------         --------       ---------       ---------       ---------       ----------

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 (IN YEARS)                     10.0            10.0           10.0            10.0             9.7



                                      C-4




                                    EXHIBIT D

                           SCHEDULE OF REFERENCE RATES



    DISTRIBUTION DATE          REFERENCE RATE        DISTRIBUTION DATE         REFERENCE RATE
-------------------------   -------------------    -----------------------   ------------------

January 2005                      5.51680%         July 2008                      5.51598%
February 2005                     5.51679%         August 2008                    5.69221%
March 2005                        5.51703%         September 2008                 5.69217%
April 2005                        5.69286%         October 2008                   5.51512%
May 2005                          5.51673%         November 2008                  5.69148%
June 2005                         5.69284%         December 2008                  5.51503%
July 2005                         5.51669%         January 2009                   5.51356%
August 2005                       5.69281%         February 2009                  5.51353%
September 2005                    5.69280%         March 2009                     5.51547%
October 2005                      5.51664%         April 2009                     5.69061%
November 2005                     5.69278%         May 2009                       5.51368%
December 2005                     5.51661%         June 2009                      5.69019%
January 2006                      5.51659%         July 2009                      5.51408%
February 2006                     5.51658%         August 2009                    5.69042%
March 2006                        5.51686%         September 2009                 5.69580%
April 2006                        5.69271%         October 2009                   5.51688%
May 2006                          5.51652%         November 2009                  5.71084%
June 2006                         5.69269%         December 2009                  5.54499%
July 2006                         5.51649%         January 2010                   5.58723%
August 2006                       5.69266%         February 2010                  5.58767%
September 2006                    5.69265%         March 2010                     5.59160%
October 2006                      5.51643%         April 2010                     5.77393%
November 2006                     5.69262%         May 2010                       5.58897%
December 2006                     5.51640%         June 2010                      5.77492%
January 2007                      5.51638%         July 2010                      5.58986%
February 2007                     5.51637%         August 2010                    5.77579%
March 2007                        5.51673%         September 2010                 5.77614%
April 2007                        5.69257%         October 2010                   5.59072%
May 2007                          5.51633%         November 2010                  5.77643%
June 2007                         5.69255%         December 2010                  5.59067%
July 2007                         5.51631%         January 2011                   5.59065%
August 2007                       5.69254%         February 2011                  5.59062%
September 2007                    5.69254%         March 2011                     5.59210%
October 2007                      5.51628%         April 2011                     5.77592%
November 2007                     5.69252%         May 2011                       5.59271%
December 2007                     5.51625%         June 2011                      5.77826%
January 2008                      5.69250%         July 2011                      5.59077%
February 2008                     5.51620%         August 2011                    5.77729%
March 2008                        5.51634%         September 2011                 5.77687%
April 2008                        5.69238%         October 2011                   5.60037%
May 2008                          5.51607%         November 2011                  5.78940%
June 2008                         5.69229%         December 2011                  5.60551%



                                      D-1










                     [THIS PAGE INTENTIONALLY LEFT BLANK.]













                                    EXHIBIT E

                   CLASS A-AB TARGETED PRINCIPAL BALANCE TABLE



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

January 2005                   $78,557,000.00      August 2009                 $78,557,000.00
February 2005                  $78,557,000.00      September 2009              $78,557,000.00
March 2005                     $78,557,000.00      October 2009                $78,557,000.00
April 2005                     $78,557,000.00      November 2009               $78,557,000.00
May 2005                       $78,557,000.00      December 2009               $78,556,147.21
June 2005                      $78,557,000.00      January 2010                $77,138,000.00
July 2005                      $78,557,000.00      February 2010               $75,713,000.00
August 2005                    $78,557,000.00      March 2010                  $73,749,000.00
September 2005                 $78,557,000.00      April 2010                  $72,307,000.00
October 2005                   $78,557,000.00      May 2010                    $70,681,000.00
November 2005                  $78,557,000.00      June 2010                   $69,224,000.00
December 2005                  $78,557,000.00      July 2010                   $67,583,000.00
January 2006                   $78,557,000.00      August 2010                 $66,111,000.00
February 2006                  $78,557,000.00      September 2010              $64,631,000.00
March 2006                     $78,557,000.00      October 2010                $62,968,000.00
April 2006                     $78,557,000.00      November 2010               $61,473,000.00
May 2006                       $78,557,000.00      December 2010               $59,795,000.00
June 2006                      $78,557,000.00      January 2011                $58,284,000.00
July 2006                      $78,557,000.00      February 2011               $56,765,000.00
August 2006                    $78,557,000.00      March 2011                  $54,715,000.00
September 2006                 $78,557,000.00      April 2011                  $53,179,000.00
October 2006                   $78,557,000.00      May 2011                    $51,461,000.00
November 2006                  $78,557,000.00      June 2011                   $49,908,000.00
December 2006                  $78,557,000.00      July 2011                   $49,708,000.00
January 2007                   $78,557,000.00      August 2011                 $49,508,000.00
February 2007                  $78,557,000.00      September 2011              $49,308,000.00
March 2007                     $78,557,000.00      October 2011                $49,108,000.00
April 2007                     $78,557,000.00      November 2011               $48,907,946.38
May 2007                       $78,557,000.00      December 2011               $47,254,000.00
June 2007                      $78,557,000.00      January 2012                $45,750,000.00
July 2007                      $78,557,000.00      February 2012               $44,239,000.00
August 2007                    $78,557,000.00      March 2012                  $42,407,000.00
September 2007                 $78,557,000.00      April 2012                  $40,878,000.00
October 2007                   $78,557,000.00      May 2012                    $39,187,000.00
November 2007                  $78,557,000.00      June 2012                   $37,643,000.00
December 2007                  $78,557,000.00      July 2012                   $35,935,000.00
January 2008                   $78,557,000.00      August 2012                 $34,375,000.00
February 2008                  $78,557,000.00      September 2012              $32,807,000.00
March 2008                     $78,557,000.00      October 2012                $31,077,000.00
April 2008                     $78,557,000.00      November 2012               $28,318,000.00
May 2008                       $78,557,000.00      December 2012               $26,575,000.00
June 2008                      $78,557,000.00      January 2013                $24,978,000.00
July 2008                      $78,557,000.00      February 2013               $23,373,000.00
August 2008                    $78,557,000.00      March 2013                  $21,300,000.00
September 2008                 $78,557,000.00      April 2013                  $19,677,000.00
October 2008                   $78,557,000.00      May 2013                    $17,893,000.00
November 2008                  $78,557,000.00      June 2013                   $16,253,000.00
December 2008                  $78,557,000.00      July 2013                   $14,452,000.00
January 2009                   $78,557,000.00      August 2013                 $12,795,000.00
February 2009                  $78,557,000.00      September 2013              $11,130,000.00
March 2009                     $78,557,000.00      October 2013                 $9,305,000.00
April 2009                     $78,557,000.00      November 2013                $3,525,000.00
May 2009                       $78,557,000.00      December 2013                $1,691,000.00
June 2009                      $78,557,000.00      January 2014                         $0.00
July 2009                      $78,557,000.00



                                      E-1









                     [THIS PAGE INTENTIONALLY LEFT BLANK.]

                                    EXHIBIT F

          GLOBAL CLEARANCE, SETTLEMENT AND TAX DOCUMENTATION PROCEDURES

     Except in limited circumstances, the globally offered Credit Suisse First
Boston Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates,
Series 2004-C5, Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1-A, Class A-J, Class B, Class C and Class D 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, Luxembourg 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,
Luxembourg or Euroclear and DTC participants holding book-entry certificates
will be accomplished on a delivery against payment basis through the respective
depositaries of Clearstream, Luxembourg and Euroclear, in that capacity, as DTC
participants.

     As described under "Certain 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
book-entry 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, Luxembourg 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, Luxembourg 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, Luxembourg and/or Euroclear Participants.
Secondary market trading between member organizations of Clearstream, Luxembourg
or Euroclear will be settled using the procedures applicable to conventional
Eurobonds in same-day funds.

     Trading between DTC Seller and Clearstream, Luxembourg 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,
Luxembourg or Euroclear, the purchaser will send instructions to Clearstream,
Luxembourg or Euroclear through that member organization at least one business
day prior to settlement. Clearstream, Luxembourg 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 month in which
the last coupon

                                      F-1



distribution date occurs (or, if no coupon distribution 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 the respective depositary to the DTC 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, Luxembourg
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, Luxembourg or Euroclear cash debit will be valued instead as of the
actual settlement date.

     Member organizations of Clearstream, Luxembourg 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, Luxembourg or
Euroclear. Under this approach, they may take on credit exposure to Clearstream,
Luxembourg or Euroclear until the book-entry certificates are credited to their
accounts one day later.

     As an alternative, if Clearstream, Luxembourg or Euroclear has extended a
line of credit to them, member organizations of Clearstream, Luxembourg 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, Luxembourg 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, Luxembourg 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, Luxembourg or Euroclear Seller and DTC
Purchaser. Due to time zone differences in their favor, member organizations of
Clearstream, Luxembourg 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, Luxembourg or
Euroclear through a member organization of Clearstream, Luxembourg or Euroclear
at least one business day prior to settlement. In these cases, Clearstream,
Luxembourg 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 month in which the last coupon
distribution date occurs (or, if no coupon distribution 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, Luxembourg or Euroclear the following day, and receipt of the cash
proceeds in the account of that member organization of Clearstream, Luxembourg
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, Luxembourg 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,
Luxembourg or Euroclear would be valued instead as of the actual settlement
date.

     Finally, day traders that use Clearstream, Luxembourg or Euroclear and that
purchase book-entry certificates from DTC participants for delivery to member
organizations of Clearstream, Luxembourg 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, Luxembourg or Euroclear for one day,
          until the purchase side of the day trade is reflected in their
          Clearstream, Luxembourg or Euroclear accounts, in accordance with the
          clearing system's customary procedures;

                                      F-2


     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, Luxembourg 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, Luxembourg 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, Luxembourg,
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 30% 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

               (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,


                                      F-3



               (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, Luxembourg, 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.


                                      F-4

PROSPECTUS

       CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., THE DEPOSITOR
  COMMERCIAL/MULTIFAMILY MORTGAGE PASS-THROUGH CERTIFICATES, ISSUABLE IN SERIES


     Our name is Credit Suisse First Boston Mortgage Securities Corp. We intend
to offer from time to time commercial/multifamily mortgage pass-through
certificates. These offers may be made through one or more different methods,
including offerings through underwriters. We do not currently intend to list the
offered certificates of any series on any national securities exchange or the
NASDAQ stock market. See "Plan of Distribution."

--------------------------------------------------------------------------------
       THE OFFERED CERTIFICATES:                     THE TRUST ASSETS:

The offered certificates will be          The assets of each of our trusts will
issuable in series. Each series of        include--
offered certificates will--
                                          o    mortgage loans secured by first
o    have its own series designation;          and junior liens on, or security
                                               interests in, various interests
o    consist of one or more classes            in commercial and multifamily
     with various payment                      real properties;
     characteristics;
                                          o    mortgage-backed securities that
o    evidence beneficial ownership             directly or indirectly evidence
     interests in a trust established          interests in, or are directly or
     by us; and                                indirectly secured by, those
                                               types of mortgage loans; or
o    be payable solely out of the
     related trust assets.                o    some combination of those types
                                               of mortgage loans and
No governmental agency or                      mortgage-backed securities.
instrumentality will insure or
guarantee payment on the offered          Trust assets may also include letters
certificates. Neither we nor any of       of credit, surety bonds, insurance
our affiliates are responsible for        policies, guarantees, credit
making payments on the offered            derivatives, reserve funds, guaranteed
certificates if collections on the        investment contracts, interest rate
related trust assets are insufficient.    exchange agreements, interest rate cap
                                          or floor agreements, currency exchange
                                          agreements, or other similar
                                          instruments and agreements.
--------------------------------------------------------------------------------

     In connection with each offering, we will prepare a supplement to this
prospectus in order to describe in more detail the particular certificates being
offered and the related trust assets. In that document, we will also state the
price to public for each class of offered certificates or explain the method for
determining that price. In that document, we will also identify the applicable
lead or managing underwriter(s), if any, and provide information regarding the
relevant underwriting arrangements and the underwriters' compensation. You may
not purchase the offered certificates of any series unless you have also
received the prospectus supplement for that series. You should carefully
consider the risk factors beginning on page 12 in this prospectus, as well as
those set forth in the related prospectus supplement, prior to investing.

     Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the offered certificates or determined
if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.



                The date of this prospectus is December 16, 2004.



                                TABLE OF CONTENTS
                                -----------------

                                                                            Page
                                                                            ----
IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS............3
AVAILABLE INFORMATION; INCORPORATION BY REFERENCE..............................3
SUMMARY OF PROSPECTUS..........................................................4
RISK FACTORS..................................................................12
CAPITALIZED TERMS USED IN THIS PROSPECTUS.....................................29
CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP...........................29
USE OF PROCEEDS...............................................................29
DESCRIPTION OF THE TRUST ASSETS...............................................30
YIELD AND MATURITY CONSIDERATIONS.............................................53
DESCRIPTION OF THE CERTIFICATES...............................................59
DESCRIPTION OF THE GOVERNING DOCUMENTS........................................67
DESCRIPTION OF CREDIT SUPPORT.................................................77
LEGAL ASPECTS OF MORTGAGE LOANS...............................................79
FEDERAL INCOME TAX CONSEQUENCES...............................................90
STATE AND OTHER TAX CONSEQUENCES.............................................124
ERISA CONSIDERATIONS.........................................................124
LEGAL INVESTMENT.............................................................127
PLAN OF DISTRIBUTION.........................................................129
LEGAL MATTERS................................................................130
FINANCIAL INFORMATION........................................................130
RATING.......................................................................130
GLOSSARY.....................................................................132



                                       2


       IMPORTANT NOTICE ABOUT THE INFORMATION PRESENTED IN THIS PROSPECTUS

     When deciding whether to invest in any of the offered certificates, you
should only rely on the information contained in this prospectus and the related
prospectus supplement. We have not authorized any dealer, salesman or other
person to give any information or to make any representation that is different.
In addition, information in this prospectus or any related prospectus supplement
is current only as of the date on its cover. By delivery of this prospectus and
any related prospectus supplement, we are not offering to sell any securities,
and are not soliciting an offer to buy any securities, in any state where the
offer and sale is not permitted.

                AVAILABLE INFORMATION; INCORPORATION BY REFERENCE

     We have filed with the SEC a registration statement under the Securities
Act of 1933, as amended, with respect to the certificates offered by this
prospectus. This prospectus forms a part of the registration statement. This
prospectus and the related prospectus supplement do not contain all of the
information with respect to an offering that is contained in the registration
statement. For further information regarding the documents referred to in this
prospectus and the related prospectus supplement, you should refer to the
registration statement and its exhibits. You can inspect the registration
statement and its exhibits, and make copies of these documents at prescribed
rates, at the public reference facility maintained by the SEC at its public
reference room, 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. You can also obtain copies of these materials electronically
through the SEC's Web site (http://www.sec.gov).

     In connection with each series of offered certificates, we will file or
arrange to have filed with the SEC with respect to the related trust any
periodic reports that are required under the Securities Exchange Act of 1934, as
amended. All documents and reports that are so filed for the related trust prior
to the termination of an offering of certificates are incorporated by reference
into, and should be considered a part of, this prospectus. Upon request, we will
provide without charge to each person receiving this prospectus in connection
with an offering, a copy of any or all documents or reports that are so
incorporated by reference. All requests should be directed to us in writing at
Eleven Madison Avenue, New York, New York 10010, telephone number (212)
325-2000.


                                       3


                              SUMMARY OF PROSPECTUS

     This summary contains selected information from this prospectus. It does
not contain all of the information you need to consider in making your
investment decision. To understand all of the terms of a particular offering of
certificates, you should read carefully this prospectus and the related
prospectus supplement in full.

WHO WE ARE.......................  Credit Suisse First Boston Mortgage
                                   Securities Corp. Our principal offices are
                                   located at Eleven Madison Avenue, New York,
                                   New York 10010, telephone number (212)
                                   325-2000. We are a wholly-owned subsidiary of
                                   Credit Suisse First Boston Management
                                   Corporation, which in turn is a wholly-owned
                                   subsidiary of Credit Suisse First Boston,
                                   Inc. See "Credit Suisse First Boston Mortgage
                                   Securities Corp."

THE SECURITIES BEING OFFERED.....  The securities that will be offered by this
                                   prospectus and the related prospectus
                                   supplements consist of commercial/multifamily
                                   mortgage pass-through certificates. These
                                   certificates will be issued in series, and
                                   each series will, in turn, consist of one or
                                   more classes. Each class of offered
                                   certificates must, at the time of issuance,
                                   be assigned an investment grade rating by at
                                   least one nationally recognized statistical
                                   rating organization. Typically, the four
                                   highest rating categories, within which there
                                   may be sub-categories or gradations to
                                   indicate relative standing, signify
                                   investment grade. See "Rating."

                                   Each series of offered certificates will
                                   evidence beneficial ownership interests in a
                                   trust established by us and containing the
                                   assets described in this prospectus and the
                                   related prospectus supplement.

THE OFFERED CERTIFICATES MAY BE
ISSUED WITH OTHER CERTIFICATES...  We may not publicly offer all the
                                   commercial/multifamily mortgage pass-through
                                   certificates evidencing interests in one of
                                   our trusts. We may elect to retain some of
                                   those certificates, to place some privately
                                   with institutional investors or to deliver
                                   some to the applicable seller as partial
                                   consideration for the related mortgage
                                   assets. In addition, some of those
                                   certificates may not satisfy the rating
                                   requirement for offered certificates
                                   described under "--The Securities Being
                                   Offered" above.

THE GOVERNING DOCUMENTS..........  In general, a pooling and servicing agreement
                                   or other similar agreement or collection of
                                   agreements will govern, among other things--

                                   o  the issuance of each series of offered
                                      certificates;

                                   o  the creation of and transfer of assets to
                                      the related trust; and

                                   o  the servicing and administration of those
                                      assets.

                                   The parties to the governing document(s) for
                                   a series of offered certificates will always
                                   include us and a trustee. We will be
                                   responsible for establishing the trust
                                   relating to each series of offered
                                   certificates. In addition, we will transfer
                                   or arrange for the transfer of the initial
                                   trust assets to that trust. In general, the
                                   trustee for a series of offered certificates
                                   will be responsible for, among other things,
                                   making payments and preparing and
                                   disseminating various reports to the holders
                                   of those offered certificates.


                                       4


                                   If the trust assets for a series of offered
                                   certificates include mortgage loans, the
                                   parties to the governing document(s) will
                                   also include--

                                   o  a master servicer that will generally be
                                      responsible for performing customary
                                      servicing duties with respect to those
                                      mortgage loans that are not defaulted or
                                      otherwise problematic in any material
                                      respect; and

                                   o  a special servicer that will generally be
                                      responsible for servicing and
                                      administering those mortgage loans that
                                      are defaulted or otherwise problematic in
                                      any material respect and real estate
                                      assets acquired as part of the related
                                      trust with respect to defaulted mortgage
                                      loans.

                                   The same person or entity, or affiliated
                                   entities, may act as both master servicer and
                                   special servicer for any trust.

                                   If the trust assets for a series of offered
                                   certificates include mortgage-backed
                                   securities, the parties to the governing
                                   document(s) may also include a manager that
                                   will be responsible for performing various
                                   administrative duties with respect to those
                                   mortgage-backed securities. If the related
                                   trustee assumes those duties, however, there
                                   will be no manager.

                                   In the related prospectus supplement, we will
                                   identify the trustee and any master servicer,
                                   special servicer or manager for each series
                                   of offered certificates and their respective
                                   duties. See "Description of the Governing
                                   Documents."

CHARACTERISTICS OF THE MORTGAGE
ASSETS...........................  The trust assets with respect to any series
                                   of offered certificates will, in general,
                                   include mortgage loans. Each of those
                                   mortgage loans will constitute the obligation
                                   of one or more persons to repay a debt. The
                                   performance of that obligation will be
                                   secured by a first or junior lien on, or
                                   security interest in, the ownership,
                                   leasehold or other interest(s) of the related
                                   borrower or another person in or with respect
                                   to one or more commercial or multifamily real
                                   properties. In particular, those properties
                                   may include--

                                   o  rental or cooperatively-owned buildings
                                      with multiple dwelling units;

                                   o  retail properties related to the sale of
                                      consumer goods and other products, or
                                      related to providing entertainment,
                                      recreational or personal services, to the
                                      general public;

                                   o  office buildings;

                                   o  hospitality properties;

                                   o  casino properties;

                                   o  health care-related facilities;

                                   o  industrial facilities;


                                       5


                                   o  warehouse facilities, mini-warehouse
                                      facilities and self-storage facilities;

                                   o  restaurants, taverns and other
                                      establishments involved in the food and
                                      beverage industry;

                                   o  manufactured housing communities, mobile
                                      home parks and recreational vehicle parks;

                                   o  recreational and resort properties;

                                   o  arenas and stadiums;

                                   o  churches and other religious facilities;

                                   o  parking lots and garages;

                                   o  mixed use properties;

                                   o  other income-producing properties; and/or

                                   o  unimproved land.

                                   The mortgage loans underlying a series of
                                   offered certificates may have a variety of
                                   payment terms. For example, any of those
                                   mortgage loans--

                                   o  may provide for the accrual of interest at
                                      a mortgage interest rate that is fixed
                                      over its term, that resets on one or more
                                      specified dates or that otherwise adjusts
                                      from time to time;

                                   o  may provide for the accrual of interest at
                                      a mortgage interest rate that may be
                                      converted at the borrower's election from
                                      an adjustable to a fixed interest rate or
                                      from a fixed to an adjustable interest
                                      rate;

                                   o  may provide for no accrual of interest;

                                   o  may provide for level payments to stated
                                      maturity, for payments that reset in
                                      amount on one or more specified dates or
                                      for payments that otherwise adjust from
                                      time to time to accommodate changes in the
                                      mortgage interest rate or to reflect the
                                      occurrence of specified events;

                                   o  may be fully amortizing or, alternatively,
                                      may be partially amortizing or
                                      nonamortizing, with a substantial payment
                                      of principal due on its stated maturity
                                      date;

                                   o  may permit the negative amortization or
                                      deferral of accrued interest;



                                       6


                                   o  may prohibit some or all voluntary
                                      prepayments or require payment of a
                                      premium, fee or charge in connection with
                                      those prepayments;

                                   o  may permit defeasance and the release of
                                      real property collateral in connection
                                      with that defeasance;

                                   o  may provide for payments of principal,
                                      interest or both, on due dates that occur
                                      monthly, bi-monthly, quarterly,
                                      semi-annually, annually or at some other
                                      interval; and/or

                                   o  may have two or more component parts, each
                                      having characteristics that are otherwise
                                      described in this prospectus as being
                                      attributable to separate and distinct
                                      mortgage loans.

                                   Most, if not all, of the mortgage loans
                                   underlying a series of offered certificates
                                   will be secured by liens on real properties
                                   located in the United States, its territories
                                   and possessions. However, some of those
                                   mortgage loans may be secured by liens on
                                   real properties located outside the United
                                   States, its territories and possessions,
                                   provided that foreign mortgage loans do not
                                   represent more than 10% of the related
                                   mortgage asset pool, by balance.

                                   We do not originate mortgage loans. However,
                                   some or all of the mortgage loans included in
                                   one of our trusts may be originated by our
                                   affiliates.

                                   Neither we nor any of our affiliates will
                                   guarantee or insure repayment of any of the
                                   mortgage loans underlying a series of offered
                                   certificates. Unless we expressly state
                                   otherwise in the related prospectus
                                   supplement, no governmental agency or
                                   instrumentality will guarantee or insure
                                   repayment of any of the mortgage loans
                                   underlying a series of offered certificates.
                                   See "Description of the Trust
                                   Assets--Mortgage Loans."

                                   The trust assets with respect to any series
                                   of offered certificates may also include
                                   mortgage participations, mortgage
                                   pass-through certificates, collateralized
                                   mortgage obligations and other
                                   mortgage-backed securities, that evidence an
                                   interest in, or are secured by a pledge of,
                                   one or more mortgage loans of the type
                                   described above. We will not include a
                                   mortgage-backed security among the trust
                                   assets with respect to any series of offered
                                   certificates unless--

                                   o  the security has been registered under the
                                      Securities Act of 1933, as amended; or

                                   o  we would be free to publicly resell the
                                      security without registration.

                                   See "Description of the Trust
                                   Assets--Mortgage-Backed Securities."

                                   We will describe the specific characteristics
                                   of the mortgage assets underlying a series of
                                   offered certificates in the related
                                   prospectus supplement.


                                       7


                                   In general, the total outstanding principal
                                   balance of the mortgage assets transferred by
                                   us to any particular trust will equal or
                                   exceed the initial total outstanding
                                   principal balance of the related series of
                                   certificates. In the event that the total
                                   outstanding principal balance of the related
                                   mortgage assets initially delivered by us to
                                   the related trustee is less than the initial
                                   total outstanding principal balance of any
                                   series of certificates, we may deposit or
                                   arrange for the deposit of cash or liquid
                                   investments on an interim basis with the
                                   related trustee to cover the shortfall. For
                                   90 days following the date of initial
                                   issuance of that series of certificates, we
                                   will be entitled to obtain a release of the
                                   deposited cash or investments if we deliver
                                   or arrange for delivery of a corresponding
                                   amount of mortgage assets. If we fail,
                                   however, to deliver mortgage assets
                                   sufficient to make up the entire shortfall,
                                   any of the cash or, following liquidation,
                                   investments remaining on deposit with the
                                   related trustee will be used by the related
                                   trustee to pay down the total principal
                                   balance of the related series of
                                   certificates, as described in the related
                                   prospectus supplement.

SUBSTITUTION, ACQUISITION AND
REMOVAL OF MORTGAGE ASSETS.......  If so specified in the related prospectus
                                   supplement, we or another specified person or
                                   entity may be permitted, at our or its
                                   option, but subject to the conditions
                                   specified in that prospectus supplement, to
                                   acquire from the related trust particular
                                   mortgage assets underlying a series of
                                   certificates in exchange for--

                                   o  cash that would be applied to pay down the
                                      principal balances of certificates of that
                                      series; and/or

                                   o  other mortgage loans or mortgage-backed
                                      securities that--

                                      1.  conform to the description of mortgage
                                          assets in this prospectus; and

                                      2.  satisfy the criteria set forth in the
                                          related prospectus supplement.

                                   In addition, if so specified in the related
                                   prospectus supplement, the related trustee
                                   may be authorized or required, to apply
                                   collections on the mortgage assets underlying
                                   a series of offered certificates to acquire
                                   new mortgage loans or mortgage-backed
                                   securities that--

                                   o  conform to the description of mortgage
                                      assets in this prospectus; and

                                   o  satisfy the criteria set forth in the
                                      related prospectus supplement.

                                   No replacement of mortgage assets or
                                   acquisition of new mortgage assets will be
                                   permitted if it would result in a
                                   qualification, downgrade or withdrawal of the
                                   then-current rating assigned by any rating
                                   agency to any class of affected offered
                                   certificates.

                                       8


CHARACTERISTICS OF THE OFFERED
CERTIFICATES.....................  An offered certificate may entitle the holder
                                   to receive--

                                   o  a stated principal amount;

                                   o  interest on a principal balance or
                                      notional amount, at a fixed, variable or
                                      adjustable pass-through rate;

                                   o  specified, fixed or variable portions of
                                      the interest, principal or other amounts
                                      received on the related mortgage assets;

                                   o  payments of principal, with
                                      disproportionate, nominal or no payments
                                      of interest;

                                   o  payments of interest, with
                                      disproportionate, nominal or no payments
                                      of principal;

                                   o  payments of interest or principal that
                                      commence only as of a specified date or
                                      only after the occurrence of specified
                                      events, such as the payment in full of the
                                      interest and principal outstanding on one
                                      or more other classes of certificates of
                                      the same series;

                                   o  payments of principal to be made, from
                                      time to time or for designated periods, at
                                      a rate that is--

                                      1.  faster and, in some cases,
                                          substantially faster, or

                                      2.  slower and, in some cases,
                                          substantially slower,

                                      than the rate at which payments or other
                                      collections of principal are received on
                                      the related mortgage assets;

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

                                   o  payments of all or part of the prepayment
                                      or repayment premiums, fees and charges,
                                      equity participations payments or other
                                      similar items received on the related
                                      mortgage assets.

                                   Any class of offered certificates may be
                                   senior or subordinate to one or more other
                                   classes of certificates of the same series,
                                   including a non-offered class of certificates
                                   of that series, for purposes of some or all
                                   payments and/or allocations of losses.

                                   A class of offered certificates may have two
                                   or more component parts, each having
                                   characteristics that are otherwise described
                                   in this prospectus as being attributable to
                                   separate and distinct classes.

                                   We will describe the specific characteristics
                                   of each class of offered certificates in the
                                   related prospectus supplement. See
                                   "Description of the Certificates."



                                       9


CREDIT SUPPORT AND REINVESTMENT,
INTEREST RATE AND CURRENCY
RELATED PROTECTION FOR THE
OFFERED CERTIFICATES.............  Some classes of offered certificates may be
                                   protected in full or in part against defaults
                                   and losses, or select types of defaults and
                                   losses, on the related mortgage assets
                                   through the subordination of one or more
                                   other classes of certificates of the same
                                   series or by other types of credit support.
                                   The other types of credit support may include
                                   a letter of credit, a surety bond, an
                                   insurance policy, a guarantee, a credit
                                   derivative or a reserve fund. We will
                                   describe the credit support, if any, for each
                                   class of offered certificates in the related
                                   prospectus supplement.

                                   The trust assets with respect to any series
                                   of offered certificates may also include any
                                   of the following agreements--

                                   o  guaranteed investment contracts in
                                      accordance with which moneys held in the
                                      funds and accounts established with
                                      respect to those offered certificates will
                                      be invested at a specified rate;

                                   o  interest rate exchange agreements,
                                      interest rate cap or floor agreements, or
                                      other agreements and arrangements designed
                                      to reduce the effects of interest rate
                                      fluctuations on the related mortgage
                                      assets or on one or more classes of those
                                      offered certificates; or

                                   o  currency exchange agreements or other
                                      agreements and arrangements designed to
                                      reduce the effects of currency exchange
                                      rate fluctuations with respect to the
                                      related mortgage assets and one or more
                                      classes of those offered certificates.

                                   We will describe the types of reinvestment,
                                   interest rate and currency related
                                   protection, if any, for each class of offered
                                   certificates in the related prospectus
                                   supplement.

                                   See "Risk Factors," "Description of the Trust
                                   Assets" and "Description of Credit Support."

ADVANCES WITH RESPECT TO THE
MORTGAGE ASSETS..................  If the trust assets for a series of offered
                                   certificates include mortgage loans, then, as
                                   and to the extent described in the related
                                   prospectus supplement, the related master
                                   servicer, the related special servicer, the
                                   related trustee, any related provider of
                                   credit support and/or any other specified
                                   person may be obligated to make, or may have
                                   the option of making, advances with respect
                                   to those mortgage loans to cover--

                                   o  delinquent scheduled payments of principal
                                      and/or interest, other than balloon
                                      payments;

                                   o  property protection expenses;

                                   o  other servicing expenses; or

                                   o  any other items specified in the related
                                      prospectus supplement.


                                       10


                                   Any party making advances will be entitled to
                                   reimbursement from subsequent recoveries on
                                   the related mortgage loan and as otherwise
                                   described in this prospectus or the related
                                   prospectus supplement. That party may also be
                                   entitled to receive interest on its advances
                                   for a specified period. See "Description of
                                   the Certificates--Advances."

                                   If the trust assets for a series of offered
                                   certificates include mortgage-backed
                                   securities, we will describe in the related
                                   prospectus supplement any comparable
                                   advancing obligations with respect to those
                                   mortgage-backed securities or the underlying
                                   mortgage loans.

OPTIONAL TERMINATION.............  We will describe in the related prospectus
                                   supplement any circumstances in which a
                                   specified party is permitted or obligated to
                                   purchase or sell any of the mortgage assets
                                   underlying a series of offered certificates.
                                   In particular, a master servicer, special
                                   servicer or other designated party may be
                                   permitted or obligated to purchase or sell--

                                   o  all the mortgage assets in any particular
                                      trust, thereby resulting in a termination
                                      of the trust; or

                                   o  that portion of the mortgage assets in any
                                      particular trust as is necessary or
                                      sufficient to retire one or more classes
                                      of offered certificates of the related
                                      series.

                                   See "Description of the Certificates--
                                   Termination."

CERTAIN FEDERAL INCOME
TAX CONSEQUENCES.................  Any class of offered certificates will
                                   constitute or evidence ownership of--

                                   o  regular interests or residual interests in
                                      a real estate mortgage investment conduit
                                      under Sections 860A through 860G of the
                                      Internal Revenue Code of 1986; or

                                   o  interests in a grantor trust under subpart
                                      E of Part I of subchapter J of the
                                      Internal Revenue Code of 1986.

                                   See "Federal Income Tax Consequences."

CERTAIN ERISA CONSIDERATIONS.....  If you are a fiduciary of a retirement plan
                                   or other employee benefit plan or
                                   arrangement, you should review with your
                                   legal advisor whether the purchase or holding
                                   of offered certificates could give rise to a
                                   transaction that is prohibited or is not
                                   otherwise permissible under applicable law.
                                   See "ERISA Considerations."

LEGAL INVESTMENT.................  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.



                                       11

                                  RISK FACTORS

     You should consider the following factors, as well as the factors set forth
under "Risk Factors" in the related prospectus supplement, in deciding whether
to purchase any offered certificates.

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

     The offered certificates may have limited or no liquidity. We cannot assure
you that a secondary market for your offered certificates will develop. There
will be no obligation on the part of anyone to establish a secondary market.
Even if a secondary market does develop for your offered certificates, it may
provide you with less liquidity than you anticipated and it may not continue for
the life of your offered certificates.

     We will describe in the related prospectus supplement the information that
will be available to you with respect to your offered certificates. The limited
nature of the information may adversely affect the liquidity of your offered
certificates.

     We do not currently intend to list the offered certificates on any national
securities exchange or the NASDAQ stock market.

     Lack of liquidity will impair your ability to sell your offered
certificates and may prevent you from doing so at a time when you may want or
need to. Lack of liquidity could adversely affect the market value of your
offered certificates. We do not expect that you will have any redemption rights
with respect to your offered certificates.

     If you decide to sell your offered certificates, you may have to sell them
at a discount from the price you paid for reasons unrelated to the performance
of your offered certificates or the related mortgage assets. Pricing information
regarding your offered certificates may not be generally available on an ongoing
basis.

THE MARKET VALUE OF YOUR CERTIFICATES WILL BE SENSITIVE TO FACTORS UNRELATED TO
THE PERFORMANCE OF YOUR CERTIFICATES AND THE UNDERLYING MORTGAGE ASSETS.

     The market value of your certificates can decline even if those
certificates and the underlying mortgage assets are performing at or above your
expectations.

     The market value of your certificates will be sensitive to fluctuations in
current interest rates. However, a change in the market value of your
certificates as a result of an upward or downward movement in current interest
rates may not equal the change in the market value of your certificates as a
result of an equal but opposite movement in interest rates.

     The market value of your certificates will also be influenced by the supply
of and demand for commercial mortgage-backed securities generally. The supply of
commercial mortgage-backed securities will depend on, among other things, the
amount of commercial and multifamily mortgage loans, whether newly originated or
held in portfolio, that are available for securitization. A number of factors
will affect investors' demand for commercial mortgage-backed securities,
including--

     o    the availability of alternative investments that offer high yields or
          are perceived as being a better credit risk, having a less volatile
          market value or being more liquid;

     o    legal and other restrictions that prohibit a particular entity from
          investing in commercial mortgage-backed securities or limit the amount
          or types of commercial mortgage-backed securities that it may acquire;

     o    investors' perceptions regarding the commercial and multifamily real
          estate markets which may be adversely affected by, among other things,
          a decline in real estate values or an increase in defaults and
          foreclosures on mortgage loans secured by income-producing properties;
          and

     o    investors' perceptions regarding the capital markets in general, which
          may be adversely affected by political, social and economic events
          completely unrelated to the commercial and multifamily real estate
          markets.

                                       12


     If you decide to sell your certificates, you may have to sell at discount
from the price you paid for reasons unrelated to the performance of your
certificates or the related mortgage assets. Pricing information regarding your
certificates may not be generally available on an ongoing basis.

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

     The offered certificates do not represent obligations of any person or
entity and do not represent a claim against any assets other than those of the
related trust. Unless the related prospectus supplement states otherwise, no
governmental agency or instrumentality will guarantee or insure payment on the
offered certificates. In addition, neither we nor our affiliates are responsible
for making payments on the offered certificates if collections on the related
trust assets are insufficient. If the related trust assets are insufficient to
make payments on your offered certificates, no other assets will be available to
you for payment of the deficiency, and you will bear the resulting loss. Any
advances made by a master servicer or other party with respect to the mortgage
assets underlying your offered certificates are intended solely to provide
liquidity and not credit support. The party making those advances will have a
right to reimbursement, probably with interest, which is senior to your right to
receive payment on your offered certificates.

PREPAYMENT CONSIDERATIONS; VARIABILITY IN AVERAGE LIFE OF OFFERED CERTIFICATES;
SPECIAL YIELD CONSIDERATIONS

     The Terms of the Underlying Mortgage Loans Will Affect Payments on Your
Offered Certificates. Each of the mortgage loans underlying the offered
certificates will specify the terms on which the related borrower must repay the
outstanding principal amount of the loan. The rate, timing and amount of
scheduled payments of principal may vary, and may vary significantly, from
mortgage loan to mortgage loan. The rate at which the underlying mortgage loans
amortize will directly affect the rate at which the principal balance or
notional amount of your offered certificates is paid down or otherwise reduced.

     In addition, any mortgage loan underlying the offered certificates may
permit the related borrower during some or all of the loan term to prepay the
loan. In general, a borrower will be more likely to prepay its mortgage loan
when it has an economic incentive to do so, such as obtaining a larger loan on
the same underlying real property or a lower or otherwise more advantageous
interest rate through refinancing. If a mortgage loan includes some form of
prepayment restriction, the likelihood of prepayment should decline. These
restrictions may include--

     o    an absolute or partial prohibition against voluntary prepayments
          during some or all of the loan term; or

     o    a requirement that voluntary prepayments be accompanied by some form
          of prepayment premium, fee or charge during some or all of the loan
          term.

In many cases, however, there will be no restriction associated with the
application of insurance proceeds or condemnation proceeds as a prepayment of
principal.

     The Terms of the Underlying Mortgage Loans Do Not Provide Absolute
Certainty as Regards the Rate, Timing and Amount of Payments on Your Offered
Certificates. Notwithstanding the terms of the mortgage loans backing your
offered certificates, the amount, rate and timing of payments and other
collections on those mortgage loans will, to some degree, be unpredictable
because of borrower defaults and because of casualties and condemnations with
respect to the underlying real properties.

     The investment performance of your offered certificates may vary materially
and adversely from your expectations due to--

     o    the rate of prepayments and other unscheduled collections of principal
          on the underlying mortgage loans being faster or slower than you
          anticipated; or

     o    the rate of defaults on the underlying mortgage loans being faster, or
          the severity of losses on the underlying mortgage loans being greater,
          than you anticipated.

     The actual yield to you, as a holder of an offered certificate, may not
equal the yield you anticipated at the time of your purchase, and the total
return on investment that you expected may not be realized. In deciding whether
to purchase any offered certificates, you should make an independent decision as
to the appropriate prepayment, default and loss assumptions


                                       13


to be used. If the trust assets underlying your offered certificates include
mortgage-backed securities, the terms of those securities may lessen or increase
the effects to you that may result from prepayments, defaults and losses on the
mortgage loans that ultimately back those securities.

     Prepayments on the Underlying Mortgage Loans Will Affect the Average Life
of Your Offered Certificates; and the Rate and Timing of those Prepayments May
Be Highly Unpredictable. Payments of principal and/or interest on your offered
certificates will depend upon, among other things, the rate and timing of
payments on the related mortgage assets. Prepayments on the underlying mortgage
loans may result in a faster rate of principal payments on your offered
certificates, thereby resulting in a shorter average life for your offered
certificates than if those prepayments had not occurred. The rate and timing of
principal prepayments on pools of mortgage loans varies among pools and is
influenced by a variety of economic, demographic, geographic, social, tax and
legal factors. Accordingly, neither you nor we can predict the rate and timing
of principal prepayments on the mortgage loans underlying your offered
certificates. As a result, repayment of your offered certificates could occur
significantly earlier or later, and the average life of your offered
certificates could be significantly shorter or longer, than you expected.

     The extent to which prepayments on the underlying mortgage loans ultimately
affect the average life of your offered certificates depends on the terms and
provisions of your offered certificates. A class of offered certificates may
entitle the holders to a pro rata share of any prepayments on the underlying
mortgage loans, to all or a disproportionately large share of those prepayments,
or to none or a disproportionately small share of those prepayments. If you are
entitled to a disproportionately large share of any prepayments on the
underlying mortgage loans, your offered certificates may be retired at an
earlier date. If, however, you are only entitled to a small share of the
prepayments on the underlying mortgage loans, the average life of your offered
certificates may be extended. Your entitlement to receive payments, including
prepayments, of principal of the underlying mortgage loans may--

     o    vary based on the occurrence of specified events, such as the
          retirement of one or more other classes of certificates of the same
          series; or

     o    be subject to various contingencies, such as prepayment and default
          rates with respect to the underlying mortgage loans.

     We will describe the terms and provisions of your offered certificates more
fully in the related prospectus supplement.

     Certificates Purchased at a Premium or a Discount Will Be Sensitive to the
Rate of Principal Payment. A series of certificates may include one or more
classes of offered certificates offered at a premium or discount. Yields on
those classes of certificates will be sensitive, and in some cases extremely
sensitive, to prepayments on the underlying mortgage loans. Where the amount of
interest payable with respect to a class is disproportionately large, as
compared to the amount of principal, as with certain classes of interest-only
certificates, you might fail to recover your original investment under some
prepayment scenarios. The extent to which the yield to maturity of any class of
offered certificates may vary from the anticipated yield will depend upon the
degree to which they are purchased at a discount or premium and the amount and
timing of distributions on those certificates. 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 could result in an
actual yield 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 could result in an actual yield that is
lower than the anticipated yield.

THE NATURE OF RATINGS ARE LIMITED AND WILL NOT GUARANTEE THAT YOU WILL RECEIVE
ANY PROJECTED RETURN ON YOUR OFFERED CERTIFICATES

     Any rating assigned to a class of offered certificates by a rating agency
will only reflect its assessment of the probability that you will receive
payments to which you are entitled. This rating will not constitute an
assessment of the probability--

     o    that principal prepayments on the related mortgage loans will be made;

     o    of the degree to which the rate of prepayments might differ from the
          rate of prepayments that was originally anticipated; or

     o    of the likelihood of early optional termination of the related trust
          fund.

                                       14


     Furthermore, the rating will not address the possibility that prepayment of
the related mortgage loans at a higher or lower rate than you anticipated may
cause you to experience a lower than anticipated yield or that if you purchase a
certificate at a significant premium you might fail to recover your initial
investment under certain prepayment scenarios.

     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 that
series. These criteria are sometimes based upon analysis of the behavior of
mortgage loans in a larger group. However, we cannot assure you that the
historical data supporting that analysis will accurately reflect future
experience, or that the data derived from a large pool of mortgage loans will
accurately predict the delinquency, foreclosure or loss experience of any
particular pool of mortgage loans. In other cases, the criteria may be based
upon determinations of the values of the mortgaged properties that provide
security for the mortgage loans in the related trust fund. However, we cannot
assure you that those values will not decline in the future.

RISKS ASSOCIATED WITH COMMERCIAL OR MULTIFAMILY MORTGAGE LOANS

     Many of the Mortgage Loans Underlying Your Offered Certificates Will be
Nonrecourse. You should consider all of the mortgage loans underlying your
offered certificates to be nonrecourse loans. This means that, in the event of a
default, recourse will be limited to the related real property or properties
securing the defaulted mortgage loan. In those cases where recourse to a
borrower or guarantor is permitted by the loan documents, we generally will not
undertake any evaluation of the financial condition of that borrower or
guarantor. Consequently, full and timely payment on each mortgage loan
underlying your offered certificates will depend on one or more of the
following--

     o    the sufficiency of the net operating income of the applicable real
          property;

     o    the market value of the applicable real property at or prior to
          maturity; and

     o    the ability of the related borrower to refinance or sell the
          applicable real property.

     In general, the value of a multifamily or commercial property will depend
on its ability to generate net operating income. The ability of an owner to
finance a multifamily or commercial property will depend, in large part, on the
property's value and ability to generate net operating income.

     Unless we state otherwise in the related prospectus supplement, none of the
mortgage loans underlying your offered certificates will be insured or
guaranteed by any governmental entity or private mortgage insurer.

     The risks associated with lending on multifamily and commercial properties
are inherently different from those associated with lending on the security of
single-family residential properties. This is because multifamily rental and
commercial real estate lending involves larger loans and, as described above,
repayment is dependent upon the successful operation and value of the related
real estate project.

     Many Risk Factors are Common to Most or All Multifamily and Commercial
Properties. The following factors, among others, will affect the ability of a
multifamily or commercial property to generate net operating income and,
accordingly, its value--

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

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

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

     o    the proximity and attractiveness of competing properties;

     o    the existence and construction of competing properties;

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

                                       15


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

     o    local real estate conditions, including an increase in or oversupply
          of comparable commercial or residential space;

     o    demographic factors;

     o    customer tastes and preferences;

     o    retroactive changes in building codes; and

     o    changes in governmental rules, regulations and fiscal policies,
          including environmental legislation.

     Particular factors that may adversely affect the ability of a multifamily
or commercial property to generate net operating income include--

     o    an increase in interest rates, real estate taxes and other operating
          expenses;

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

     o    a decline in the financial condition of a major tenant and, in
          particular, a sole tenant or anchor tenant;

     o    an increase in vacancy rates;

     o    a decline in rental rates as leases are renewed or replaced; and

     o    natural disasters and civil disturbances such as earthquakes,
          hurricanes, floods, eruptions or riots.

     The volatility of net operating income generated by a multifamily or
commercial property over time 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 rental rates at which leases are renewed or replaced;

     o    the percentage of total property expenses in relation to revenue;

     o    the ratio of fixed operating expenses to those that vary with
          revenues; and

     o    the level of capital expenditures required to maintain the property
          and to maintain or replace tenants.

     Therefore, commercial and multifamily properties with short-term or less
creditworthy sources of revenue and/or relatively high operating costs, such as
those operated as hospitality and self-storage properties, can be expected to
have more volatile cash flows than commercial and multifamily properties with
medium- to long-term leases from creditworthy tenants and/or relatively low
operating costs. A decline in the real estate market will tend to have a more
immediate effect on the net operating income of commercial and multifamily
properties with short-term revenue sources and may lead to higher rates of
delinquency or defaults on the mortgage loans secured by those properties.

                                       16


     The Successful Operation of a Multifamily or Commercial Property Depends on
Tenants. Generally, multifamily and commercial properties are subject to leases.
The owner of a multifamily or commercial property typically uses lease or rental
payments for the following purposes--

     o    to pay for maintenance and other operating expenses associated with
          the property;

     o    to fund repairs, replacements and capital improvements at the
          property; and

     o    to service mortgage loans secured by, and any other debt obligations
          associated with operating, the property.

     Factors that may adversely affect the ability of a multifamily or
commercial property to generate net operating income from lease and rental
payments include--

     o    an increase in vacancy rates, which may result from tenants deciding
          not to renew an existing lease or discontinuing operations;

     o    an increase in tenant payment defaults;

     o    a decline in rental rates as leases are entered into, renewed or
          extended at lower rates;

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

     o    a decline in the financial condition of a major or sole tenant.

     Various factors that will affect the operation and value of a commercial
property include--

     o    the business operated by the tenants;

     o    the creditworthiness of the tenants; and

     o    the number of tenants.

     Dependence on a Single Tenant or a Small Number of Tenants Makes a Property
Riskier Collateral. In those cases where an income-producing property is leased
to a single tenant or is primarily leased to one or a small number of major
tenants, a deterioration in the financial condition or a change in the plan of
operations of any of those tenants can have particularly significant effects on
the net operating income generated by the property. If any of those tenants
defaults under or fails to renew its lease, the resulting adverse financial
effect on the operation of the property will be substantially more severe than
would be the case with respect to a property occupied by a large number of less
significant tenants.

     An income-producing property operated for retail, office or industrial
purposes also may be adversely affected by a decline in a particular business or
industry if a concentration of tenants at the property is engaged in that
business or industry.

     Tenant Bankruptcy Adversely Affects Property Performance. The bankruptcy or
insolvency of a major tenant, or a number of smaller tenants, at a commercial
property may adversely affect the income produced by the property. Under the
U.S. Bankruptcy Code, a tenant has the option of assuming or rejecting any
unexpired lease. If the tenant rejects the lease, the landlord's claim for
breach of the lease would be a general unsecured claim against the tenant unless
there is collateral securing the claim. The claim would be limited to--

     o    the unpaid rent reserved under the lease for the periods prior to the
          bankruptcy petition or any earlier surrender of the leased premises;
          plus

     o    an amount, not to exceed three years' rent, equal to the greater of
          one year's rent and 15% of the remaining reserved rent.

                                       17


     The Success of an Income-Producing Property Depends on Reletting Vacant
Spaces. The operations at an income-producing property will be adversely
affected if the owner or property manager is unable to renew leases or relet
space on comparable terms when existing leases expire and/or become defaulted.
Even if vacated space is successfully relet, the costs associated with
reletting, including tenant improvements and leasing commissions in the case of
income-producing properties operated for retail, office or industrial purposes,
can be substantial and could reduce cash flow from the income-producing
properties. Moreover, if a tenant at a income-producing property defaults in its
lease obligations, the landlord may incur substantial costs and experience
significant delays associated with enforcing its rights and protecting its
investment, including costs incurred in renovating and reletting the property.

     If an income-producing property has multiple tenants, re-leasing
expenditures may be more frequent than in the case of a property with fewer
tenants, thereby reducing the cash flow generated by the multi-tenanted
property. Multi-tenanted properties may also experience higher continuing
vacancy rates and greater volatility in rental income and expenses.

     Property Value May Be Adversely Affected even when Current Operating Income
Is Not. Various factors may affect the value of multifamily and commercial
properties without affecting their current net operating income, including---

     o    changes in interest rates;

     o    the availability of refinancing sources;

     o    changes in governmental regulations, licensing or fiscal policy;

     o    changes in zoning or tax laws; and

     o    potential environmental or other legal liabilities.

     Property Management May Affect Property Operations and Value. The operation
of an income-producing property will depend upon the property manager's
performance and viability. The property manager generally is responsible for--

     o    responding to changes in the local market;

     o    planning and implementing the rental structure, including staggering
          durations of leases and establishing levels of rent payments;

     o    operating the property and providing building services;

     o    managing operating expenses; and

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

     Income-producing properties that derive revenues primarily from short-term
rental commitments, such as hospitality or self-storage properties, generally
require more intensive management than properties leased to tenants under
long-term leases.

     By controlling costs, providing appropriate and efficient services to
tenants and maintaining improvements in good condition, a property manager can--

     o    maintain or improve occupancy rates, business and cash flow;

     o    reduce operating and repair costs; and

     o    preserve building value.

On the other hand, management errors can, in some cases, impair the long term
viability of an income-producing property.

                                       18


     Maintaining a Property in Good Condition May Be Costly. The owner may be
required to expend a substantial amount to maintain, renovate or refurbish a
commercial or multifamily property. Failure to do so may materially impair the
property's ability to generate cash flow. The effects of poor construction
quality will increase over time in the form of increased maintenance and capital
improvements. Even superior construction will deteriorate over time if
management does not schedule and perform adequate maintenance in a timely
fashion. There can be no assurance that an income-producing property will
generate sufficient cash flow to cover the increased costs of maintenance and
capital improvements in addition to paying debt service on the mortgage loan(s)
that may encumber that property.

     Competition Will Adversely Affect the Profitability and Value of an
Income-Producing Property. Some income-producing properties are located in
highly competitive areas. Comparable income-producing properties located in the
same area compete on the basis of a number of factors including--

     o    rental rates;

     o    location;

     o    type of business or services and amenities offered; and

     o    nature and condition of the particular property.

     The profitability and value of an income-producing property may be
adversely affected by a comparable property that--

     o    offers lower rents;

     o    has lower operating costs;

     o    offers a more favorable location; or

     o    offers better facilities.

     Costs of renovating, refurbishing or expanding an income-producing property
in order to remain competitive can be substantial.

     Various Types of Income-Producing Properties May Present Special Risks. The
relative importance of any factor affecting the value or operation of an
income-producing property will depend on the type and use of the property. In
addition, the type and use of a particular income-producing property may present
special risks. For example--

     o    Health care-related facilities and casinos are subject to significant
          governmental regulation of the ownership, operation, maintenance
          and/or financing of those properties;

     o    Multifamily rental properties, manufactured housing communities and
          mobile home parks may be subject to rent control or rent stabilization
          laws and laws governing landlord/tenant relationships;

     o    Hospitality and restaurant properties are often operated under
          franchise, management or operating agreements, which may be terminable
          by the franchisor or operator. Moreover, the transferability of a
          hotel's or restaurant's operating, liquor and other licenses upon a
          transfer of the hotel or restaurant is subject to local law
          requirements;

     o    Depending on their location, recreational and resort properties,
          properties that provide entertainment services, hospitality
          properties, restaurants and taverns, mini-warehouses and self-storage
          facilities tend to be adversely affected more quickly by a general
          economic downturn than other types of commercial properties;

     o    Marinas will be affected by various statutes and government
          regulations that govern the use of, and construction on, rivers, lakes
          and other waterways;

                                       19


     o    Some recreational and hospitality properties may have seasonal
          fluctuations and/or may be adversely affected by prolonged unfavorable
          weather conditions;

     o    Churches and other religious facilities may be highly dependent on
          donations which are likely to decline as economic conditions decline;
          and

     o    Properties used as gas stations, automotive sales and service centers,
          dry cleaners, warehouses and industrial facilities may be more likely
          to have environmental issues.

     Additionally, many types of commercial properties are not readily
convertible to alternative uses if the original use is not successful or may
require significant capital expenditures to effect any conversion to an
alternative use. For example, a mortgaged real property may not be readily
convertible due to restrictive covenants related to the property. In addition,
converting commercial properties to alternate uses generally requires
substantial capital expenditures. As a result, the liquidation value of any of
those types of property would be substantially less than would otherwise be the
case. See "Description of the Trust Assets--Mortgage Loans--Various Types of
Multifamily and Commercial Properties May Secure Mortgage Loans Underlying a
Series of Offered Certificates."

     Borrowers May Be Unable to Make Balloon Payments. Any of the mortgage loans
underlying your offered certificates may be nonamortizing or only partially
amortizing. The borrower under a mortgage loan of that type is required to make
substantial payments of principal and interest, which are commonly called
balloon payments, on the maturity date of the loan. The ability of the borrower
to make a balloon payment depends upon the borrower's ability to refinance or
sell the real property securing the loan. The ability of the borrower to
refinance or sell the property will be affected by a number of factors,
including--

     o    the fair market value and condition of the underlying real property;

     o    the level of interest rates;

     o    the borrower's equity in the underlying real property;

     o    the borrower's financial condition;

     o    the operating history of the underlying real property;

     o    changes in zoning and tax laws;

     o    changes in competition in the relevant area;

     o    changes in rental rates in the relevant area;

     o    changes in governmental regulation and fiscal policy;

     o    prevailing general and regional economic conditions;

     o    the state of the fixed income and mortgage markets; and

     o    the availability of credit for multifamily rental or commercial
          properties.

     Neither we nor any of our affiliates will be obligated to refinance any
mortgage loan underlying your offered certificates.

     The related master servicer or special servicer may, within prescribed
limits, extend and modify mortgage loans underlying your offered certificates
that are in default or as to which a payment default is imminent in order to
maximize recoveries on the defaulted loans. The related master servicer or
special servicer is only required to determine that any extension or
modification is reasonably likely to produce a greater recovery than a
liquidation of the real property securing


                                       20


the defaulted loan. There is a risk that the decision of the master servicer or
special servicer to extend or modify a mortgage loan may not in fact produce a
greater recovery.

BORROWER CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     A particular borrower or group of related borrowers may be associated with
multiple real properties securing the mortgage loans underlying a series of
offered certificates. The bankruptcy or insolvency of, or other financial
problems with respect to, that borrower or group of borrowers could have an
adverse effect on the operation of all of the related real properties and on the
ability of those properties to produce sufficient cash flow to make required
payments on the related mortgage loans. For example, if a borrower or group of
related borrowers that owns or controls several real properties experiences
financial difficulty at one of those properties, it could defer maintenance at
another of those properties in order to satisfy current expenses with respect to
the first property. That borrower or group of related borrowers could also
attempt to avert foreclosure by filing a bankruptcy petition that might have the
effect of interrupting debt service payments on all the related mortgage loans
for an indefinite period. In addition, multiple real properties owned by the
same borrower or related borrowers are likely to have common management. This
would increase the risk that financial or other difficulties experienced by the
property manager could have a greater impact on the owner of the related loans.

LOAN CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF DEFAULT
AND LOSS

     Any of the mortgage assets in one of our trusts may be substantially larger
than the other assets in that trust. In general, the inclusion in a trust of one
or more mortgage assets that have outstanding principal balances that are
substantially larger than the other mortgage assets in the trust can result in
losses that are more severe, relative to the size of the related mortgage asset
pool, than would be the case if the aggregate balances of that pool were
distributed more evenly.

GEOGRAPHIC CONCENTRATION WITHIN A TRUST EXPOSES INVESTORS TO GREATER RISK OF
DEFAULT AND LOSS

     If a material concentration of mortgage loans underlying a series of
offered certificates is secured by real properties in a particular locale, state
or region, then the holders of those certificates will have a greater exposure
to--

     o    any adverse economic developments that occur in the locale, state or
          region where the properties are located;

     o    changes in the real estate market where the properties are located;

     o    changes in governmental rules and fiscal policies in the governmental
          jurisdiction where the properties are located; and

     o    acts of nature, including floods, tornadoes and earthquakes, in the
          areas where properties are located.

CHANGES IN POOL COMPOSITION WILL CHANGE THE NATURE OF YOUR INVESTMENT

     The mortgage loans underlying any series of offered certificates will
amortize at different rates and mature on different dates. In addition, some of
those mortgage loans may be prepaid or liquidated. As a result, the relative
composition of the related mortgage asset pool will change over time.

     If you purchase certificates with a pass-through rate that is equal to or
calculated based upon a weighted average of interest rates on the underlying
mortgage loans, your pass-through rate will be affected, and may decline, as the
relative composition of the mortgage pool changes.

     In addition, as payments and other collections of principal are received
with respect to the underlying mortgage loans, the remaining mortgage pool
backing your certificates may exhibit an increased concentration with respect to
property type, number and affiliation of borrowers and geographic location.

ADJUSTABLE RATE MORTGAGE LOANS MAY ENTAIL GREATER RISKS OF DEFAULT TO LENDERS
THAN FIXED RATE MORTGAGE LOANS

     Some or all of the mortgage loans underlying a series of offered
certificates may provide for adjustments to their respective mortgage interest
rates and corresponding adjustments to their respective periodic debt service
payments. As the


                                       21


periodic debt service payment for any of those mortgage loans increases, the
likelihood that cash flow from the underlying real property will be insufficient
to make that periodic debt service payment and pay operating expenses also
increases.

SUBORDINATE DEBT INCREASES THE LIKELIHOOD THAT A BORROWER WILL DEFAULT ON A
MORTGAGE LOAN BACKING YOUR CERTIFICATES

     Certain mortgage loans included in one of our trusts may either-

     o    prohibit the related borrower from encumbering the related real
          property with additional secured debt, or

     o    require the consent of the holder of the mortgage loan prior to so
          encumbering the related real property.

     However, a violation of this prohibition may not become evident until the
affected mortgage loan otherwise defaults, and a lender, such as one of our
trusts, may not realistically be able to prevent a borrower from incurring
subordinate debt.

     The existence of any secured subordinated indebtedness increases the
difficulty of refinancing a mortgage loan at the loan's maturity. In addition,
the related borrower may have difficulty repaying multiple loans. Moreover, the
filing of a petition in bankruptcy by, or on behalf of, a junior lienholder may
stay the senior lienholder from taking action to foreclose out the junior lien.
See "Legal Aspects of Mortgage Loans--Subordinate Financing".

JUNIOR MORTGAGE LOANS MAY UNDERLIE YOUR OFFERED CERTIFICATES AND WILL CAUSE
GREATER RISKS OF LOSS THAN FIRST MORTGAGE LOAN

     To the extent specified in the related prospectus supplement, certain
mortgage loans may be secured primarily by junior mortgages. In the case of
liquidation, mortgage loans underlying the offered certificates are entitled to
satisfaction from proceeds that remain from the sale of the related mortgaged
property after the mortgage loans senior to those junior mortgage loans have
been satisfied. If there are not sufficient funds to satisfy those junior
mortgage loans and senior mortgage loans, the junior mortgage loan would suffer
a loss and, accordingly, one or more classes of certificates would bear that
loss. Therefore, any risks of deficiencies associated with first mortgage loans
will be greater with respect to junior mortgage loans.

THE TYPE OF MORTGAGOR MAY ENTAIL RISK

     Mortgage loans made to partnerships, corporations or other entities may
entail risks of loss from delinquency and foreclosure that are greater than
those of mortgage loans made to individuals. The mortgagor's sophistication and
form of organization may increase the likelihood of protracted litigation or
bankruptcy in default situations.

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

     The prospectus supplement for a series of certificates will describe any
credit support provided for that series. Any use of credit support will be
subject to the conditions and limitations described in this prospectus and in
the related prospectus supplement, and may not cover all potential losses or
risks. For example, it 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, if so provided in the related prospectus supplement. Although
subordination is intended to reduce the risk to holders of senior certificates
of delinquent distributions or ultimate losses, the amount of subordination will
be limited and may decline under certain circumstances described in the related
prospectus supplement. In addition, if principal payments on one or more classes
of certificates of a series are made in a specified order or priority, any
limits with respect to the aggregate amount of claims under any related credit
support may be exhausted before the principal of the later paid classes of
certificates of that series has been repaid in full. As a result, the impact of
losses and shortfalls experienced with respect to the mortgage assets may fall
primarily upon those subordinate classes of certificates. Moreover, if a form of
credit support covers more than one series of certificates, holders of
certificates of one series 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.

     The amount of any applicable credit support for one or more classes of
offered certificates, including the subordination of one or more other classes
of certificates, will be determined on the basis of criteria established by each
rating agency rating those classes of certificates. Such criteria will be based
on a assumed level of defaults, delinquencies


                                       22


and losses on the underlying mortgage assets and certain other factors. However,
we cannot assure you that the default, delinquency or loss experience on the
related mortgage assets will not exceed the assumed levels. See "--The Nature of
Ratings Are Limited and Will Not Guarantee that You Will Receive Any Projected
Return on Your Offered Certificates" above and "Description of the Certificates"
and "Description of Credit Support" in this prospectus.

THE ENFORCEABILITY OF SOME PROVISIONS IN THE MORTGAGE LOANS UNDERLYING YOUR
OFFERED CERTIFICATES MAY BE CHALLENGED

     Cross-Collateralization Arrangements. It may be possible to challenge
cross-collateralization arrangements involving more than one borrower as a
fraudulent conveyance, even if the borrowers are related. If one of those
borrowers were to become a debtor in a bankruptcy case, creditors of the
bankrupt party or the representative of the bankruptcy estate of the bankrupt
party could seek to have the bankruptcy court avoid any lien granted by the
bankrupt party to secure repayment of another borrower's loan. In order to do
so, the court would have to determine that--

     o    the bankrupt party--

          1.   was insolvent at the time of granting the lien,

          2.   was rendered insolvent by the granting of the lien,

          3.   was left with inadequate capital, or

          4.   was not able to pay its debts as they matured; and

     o    the bankrupt party did not, when it allowed its property to be
          encumbered by a lien securing the other borrower's loan, receive fair
          consideration or reasonably equivalent value for pledging its property
          for the equal benefit of the other borrower.

If the court were to conclude that the granting of the lien was an avoidable
fraudulent conveyance, it could nullify the lien or security instrument
effecting the cross-collateralization. The court could also allow the bankrupt
party to recover payments it made under the avoided cross-collateralization.

     Prepayment Premiums, Fees and Charges. Under the laws of a number of
states, the enforceability of any mortgage loan provisions that require payment
of a prepayment premium, fee or charge upon an involuntary prepayment, is
unclear. If those provisions were unenforceable, borrowers would have an
incentive to default in order to prepay their loans.

     Due-on-Sale and Debt Acceleration Clauses. Some or all of the mortgage
loans included in one of our trusts may contain a due-on-sale clause, which
permits the lender, with some exceptions, to accelerate the maturity of the
mortgage loan upon the sale, transfer or conveyance of--

     o    the related real property; or

     o    a majority ownership interest in the related borrower.

     We anticipate that all of the mortgage loans included in one of our trusts
will contain some form of debt-acceleration clause, which permits the lender to
accelerate the debt upon specified monetary or non-monetary defaults by the
related borrower.

     The courts of all states will enforce acceleration clauses in the event of
a material payment default. The equity courts of any state, however, may refuse
to allow the foreclosure of a mortgage, deed of trust or other security
instrument or to permit the acceleration of the indebtedness if--

     o    the default is deemed to be immaterial;

     o    the exercise of those remedies would be inequitable or unjust; or

     o    the circumstances would render the acceleration unconscionable.

                                       23


     Assignments of Leases. Some or all of the mortgage loans included in one of
our trusts may be secured by, among other things, an assignment of leases and
rents. Under that document, the related borrower will assign its right, title
and interest as landlord under the leases on the related real property and the
income derived from those leases to the lender as further security for the
related mortgage loan, while retaining a license to collect rents for so long as
there is no default. In the event the borrower defaults, the license terminates
and the lender is entitled to collect rents. In some cases, those assignments
may not be perfected as security interests prior to actual possession of the
cash flow. Accordingly, state law may require that the lender take possession of
the property and obtain a judicial appointment of a receiver before becoming
entitled to collect the rents. In addition, the commencement of bankruptcy or
similar proceedings by or with respect to the borrower will adversely affect the
lender's ability to collect the rents. See "Legal Aspects of Mortgage
Loans--Bankruptcy Laws."

     Defeasance. A mortgage loan underlying a series of offered certificates may
permit the related borrower, during the periods specified and subject to the
conditions set forth in the loan, to pledge to the holder of the mortgage loan a
specified amount of direct, non-callable United States government securities and
thereby obtain a release of the related mortgaged property. The cash amount
which a borrower must expend to purchase, or must deliver to a master servicer
in order for the master servicer to purchase, the required United States
government securities may be in excess of the principal balance of the mortgage
loan. A court could interpret that excess amount as a form of prepayment premium
or could take it into account for usury purposes. In some states, some forms of
prepayment premiums are unenforceable. If the payment of that excess amount were
held to be unenforceable, the remaining portion of the cash amount to be
delivered may be insufficient to purchase the requisite amount of United States
government securities.

CHANGES IN ZONING LAWS MAY ADVERSELY AFFECT THE USE OR VALUE OF A REAL PROPERTY

     Due to changes in zoning requirements since the construction thereof, an
income-producing property may not comply with current zoning laws, including
density, use, parking and set back requirements. Accordingly, the property may
be a permitted non-conforming structure or the operation of the property may be
a permitted non-conforming use. This means that the owner is not required to
alter the property's structure or use to comply with the new law, but the owner
may be limited in its ability to rebuild the premises "as is" in the event of a
substantial casualty loss. This may adversely affect the cash flow available
following the casualty. If a substantial casualty were to occur, insurance
proceeds may not be sufficient to pay a mortgage loan secured by the property in
full. In addition, if the property were repaired or restored in conformity with
the current law, its value or revenue-producing potential may be less than that
which existed before the casualty.

COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT OF 1990 MAY BE EXPENSIVE

     Under the Americans with Disabilities Act of 1990, all public
accommodations are required to meet certain federal requirements related to
access and use by disabled persons. If a property does not currently comply with
that Act, the owner of the non-conforming property may be required to incur
significant costs in order to effect compliance with that Act. This will reduce
the amount of cash flow available to cover other required maintenance and
capital improvements and to pay debt service on the mortgage loan(s) that may
encumber that property. There can be no assurance that the owner will have
sufficient funds to cover the costs necessary to comply with that Act. In
addition, noncompliance could result in the imposition of fines by the federal
government or an award of damages to private litigants.

LITIGATION MAY ADVERSELY AFFECT A BORROWER'S ABILITY TO REPAY ITS MORTGAGE LOAN

     The owner of a multifamily or commercial property may be a defendant in a
litigation arising out of, among other things, the following--

     o    breach of contract involving a tenant, a supplier or other party;

     o    negligence resulting in a personal injury; or

     o    responsibility for an environmental problem.

     Litigation will divert the owner's attention from operating its property.
If the litigation were decided adversely to the owner, the award to the
plaintiff may adversely affect the owner's ability to repay a mortgage loan
secured by the property.



                                       24


SPECIAL HAZARD LOSSES MAY CAUSE YOU TO SUFFER LOSSES ON YOUR OFFERED
CERTIFICATES

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of a property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in the related
policy. Most insurance policies typically do not cover any physical damage
resulting from, among other things--

     o    war;

     o    revolution;

     o    governmental actions;

     o    floods and other water-related causes;

     o    earth movement, including earthquakes, landslides and mudflows;

     o    wet or dry rot;

     o    vermin; and

     o    domestic animals.

     Unless the related mortgage loan documents specifically require the
borrower to insure against physical damage arising from these causes, then the
resulting losses may be borne by you as a holder of offered certificates.

ENVIRONMENTAL RISKS

     We cannot provide any assurance--

     o    as to the degree of environmental testing conducted at any of the real
          properties securing the mortgage loans that back your offered
          certificates;

     o    that the environmental testing conducted by or on behalf of the
          applicable originators or any other parties in connection with the
          origination of those mortgage loans or otherwise identified all
          adverse environmental conditions and risks at the related real
          properties;

     o    that the results of the environmental testing were accurately
          evaluated in all cases;

     o    that the related borrowers have implemented or will implement all
          operations and maintenance plans and other remedial actions
          recommended by any environmental consultant that may have conducted
          testing at the related real properties; or

     o    that the recommended action will fully remediate or otherwise address
          all the identified adverse environmental conditions and risks.

     Environmental site assessments vary considerably in their content, quality
and cost. Even when adhering to good professional practices, environmental
consultants will sometimes not detect significant environmental problems because
to do an exhaustive environmental assessment would be far too costly and
time-consuming to be practical.

     In addition, the current environmental condition of a real property
securing a mortgage loan underlying your offered certificates could be adversely
affected by--

     o    tenants at the property, such as gasoline stations or dry cleaners; or

                                       25


     o    conditions or operations in the vicinity of the property, such as
          leaking underground storage tanks at another property nearby.

     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 the 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, there are laws
that impose liability for release of asbestos containing materials into the air
or require the removal or containment of the materials. The owner's liability
for any required remediation generally is unlimited and could exceed the value
of the property and/or the total assets of the owner. In addition, the presence
of hazardous or toxic substances, or the failure to remediate the adverse
environmental condition, may adversely affect the owner's or operator's ability
to use the affected property. In some states, contamination of a property may
give rise to a lien on the property to ensure the costs of cleanup. Depending on
the state, this lien may have priority over the lien of an existing mortgage,
deed of trust or other security instrument. In addition, third parties may seek
recovery from owners or operators of real property for personal injury
associated with exposure to hazardous substances, including asbestos and
lead-based paint. Persons who arrange for the disposal or treatment of hazardous
or toxic substances may be liable for the costs of removal or remediation of the
substances at the disposal or treatment facility.

     The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, as well as other federal and state laws,
provide that a secured lender, such as one of our trusts, may be liable as an
"owner" or "operator" of the real property, regardless of whether the borrower
or a previous owner caused the environmental damage, if--

     o    agents or employees of the lender are deemed to have participated in
          the management of the borrower; or

     o    the lender actually takes possession of a borrower's property or
          control of its day-to-day operations, including through the
          appointment of a receiver or foreclosure.

     Although recently enacted legislation clarifies the activities in which a
lender may engage without becoming subject to liability under the federal
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended, and similar federal laws, that legislation has no applicability to
state environmental laws. Moreover, future laws, ordinances or regulations could
impose material environmental liability.

     Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers--

     o    any condition on the property that causes exposure to lead-based
          paint; and

     o    the potential hazards to pregnant women and young children, including
          that the ingestion of lead-based paint chips and/or the inhalation of
          dust particles from lead-based paint by children can cause permanent
          injury, even at low levels of exposure.

     Property owners may be liable for injuries to their tenants resulting from
exposure under various laws that impose affirmative obligations on property
owners of residential housing containing lead-based paint.

DELINQUENT MORTGAGE LOANS MAY UNDERLIE YOUR OFFERED CERTIFICATES AND ADVERSELY
AFFECT THE YIELD ON YOUR OFFERED CERTIFICATES

     The related prospectus supplement may provide that certain delinquent
mortgage loans underlie a series of offered certificates. Unless the related
prospectus supplement provides otherwise, the special servicer may service these
mortgage loans. The same entity may act as both master servicer and special
servicer. Any credit enhancement provided with respect to a particular series of
certificates may not cover all losses related to delinquent mortgage loans, and
you should consider the risk that the inclusion of delinquent mortgage loans in
the trust may adversely affect the rate of defaults and prepayments on the
mortgage loans and accordingly the yield on your certificates.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES REGARDING RESIDUAL CERTIFICATES

     Inclusion of Taxable Income in Excess of Cash Received. If you own a
certificate that is a residual interest in a real estate mortgage investment
conduit, or REMIC, for federal income tax


                                       26


purposes, you will have to report on your income tax return as ordinary income
your pro rata share of the taxable income of that REMIC, regardless of the
amount or timing of your possible receipt of any cash on the certificate. As a
result, your offered certificate may have phantom income early in the term of
the REMIC because the taxable income from the certificate may exceed the amount
of economic income, if any, attributable to the certificate. While you will have
a corresponding amount of tax losses later in the term of the REMIC, the present
value of the phantom income may significantly exceed the present value of the
tax losses. Therefore, the after-tax yield on any REMIC residual certificate may
be significantly less than that of a corporate bond or other instrument having
similar cash flow characteristics. In fact, some offered certificates that are
residual interests, may have a negative value.

     You will have to report your share of the taxable income and net loss of
the REMIC until all the certificates in the related series have a principal
balance of zero. See "Federal Income Tax Consequences--REMICs."

     Some Taxable Income of a Residual Interest Can Not Be Offset Under the
Internal Revenue Code of 1986. A portion of the taxable income from a REMIC
residual certificate may be treated as excess inclusions under the Internal
Revenue Code of 1986. You will have to pay tax on the excess inclusions
regardless of whether you have other credits, deductions or losses. In
particular, the tax on excess inclusion--

     o    generally will not be reduced by losses from other activities;

     o    for a tax-exempt holder, will be treated as unrelated business taxable
          income; and

     o    for a foreign holder, will not qualify for any exemption from
          withholding tax.

     Individuals and Certain Entities Should Not Invest in REMIC Residual
Certificates. 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 of 1986. 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.

     Transfer Limitations. In addition, the REMIC residual certificates will be
subject to numerous transfer restrictions. These restrictions will reduce your
ability to liquidate 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 under the Internal
Revenue Code of 1986 or to partnerships that have any non-United States persons
as partners.

     See "Federal Income Tax Consequences--REMICs--Taxation of Owners of REMIC
Residual Certificates."

BORROWER BANKRUPTCY PROCEEDINGS CAN DELAY AND IMPAIR RECOVERY ON A MORTGAGE LOAN
UNDERLYING YOUR OFFERED CERTIFICATES

     Under the U.S. Bankruptcy Code, the filing of a petition in bankruptcy by
or against a borrower will stay the sale of a real property owned by that
borrower, as well as the commencement or continuation of a foreclosure action.

     In addition, if a court determines that the value of a real 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-value of the property.
This would make the lender a general unsecured creditor for the difference
between the then-value of the property and the amount of its outstanding
mortgage indebtedness.



                                       27


     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 a mortgage loan's repayment schedule.

     Furthermore, the borrower, as debtor-in-possession, or its bankruptcy
trustee has special powers to avoid, subordinate or disallow debts. In some
circumstances, the claims of a secured lender, such as one of our trusts, may be
subordinated to financing obtained by a debtor-in-possession subsequent to its
bankruptcy.

     Under the U.S. Bankruptcy Code, a lender will be stayed from enforcing a
borrower's assignment of rents and leases. The U.S. Bankruptcy Code also may
interfere with a lender's ability to enforce lockbox requirements. The legal
proceedings necessary to resolve these issues can be time consuming and may
significantly delay the receipt of rents. Rents also may escape an assignment to
the extent they are used by borrower to maintain its property or for other court
authorized expenses.

     As a result of the foregoing, the related trust's recovery with respect to
borrowers in bankruptcy proceedings may be significantly delayed, and the total
amount ultimately collected may be substantially less than the amount owed.

TAXES ON FORECLOSURE PROPERTY WILL REDUCE AMOUNTS AVAILABLE TO MAKE PAYMENTS ON
THE OFFERED CERTIFICATES

     One of our trusts may be designated, in whole or in part, as a real estate
mortgage investment conduit for federal income tax purposes. If that trust
acquires a real property through a foreclosure or deed in lieu of foreclosure,
then the related special servicer may be required to retain an independent
contractor to operate and manage the property. Receipt of the following types of
income on that property will subject the trust to federal, and possibly state or
local, tax on that income at the highest marginal corporate tax rate--

     o    any net income from that operation and management that does not
          consist of qualifying rents from real property within the meaning of
          Section 856(d) of the Internal Revenue Code of 1986; and

     o    any rental income based on the net profits of a tenant or sub-tenant
          or allocable to a service that is non-customary in the area and for
          the type of building involved.

These taxes would reduce the net proceeds available for payment with respect to
the related offered certificates.

BOOK-ENTRY REGISTRATION MAY LIMIT YOUR ABILITY TO EXERCISE YOUR RIGHTS, PROVIDE
ONLY LIMITED INFORMATION, AND AFFECT PAYMENT AND TRANSFERABILITY OF YOUR OFFERED
CERTIFICATES

     Your offered certificates may be issued in book-entry form through the
facilities of the Depository Trust Company. As a result--

     o    you will be able to exercise your rights as a certificateholder only
          indirectly through the Depository Trust Company and its participating
          organizations;

     o    you may have only limited access to information regarding your offered
          certificates;

     o    you may suffer delays in the receipt of payments on your offered
          certificates; and

     o    your ability to pledge or otherwise take action with respect to your
          offered certificates may be limited due to the lack of a physical
          certificate evidencing your ownership of those certificates.

     See "Description of the Certificates--Book-Entry Registration."


                                       28


POTENTIAL CONFLICTS OF INTEREST CAN AFFECT A PERSON'S PERFORMANCE

     The master servicer or special servicer for one of our trusts, or any of
their respective affiliates, may purchase certificates evidencing interests in
that trust.

     In addition, the master servicer or special servicer for one of our trusts,
or any of their respective affiliates, may have interests in, or other financial
relationships with, borrowers under the related mortgage loans.

     In servicing the mortgage loans in any of our trusts, the related master
servicer and special servicer will each be required to observe the terms of the
governing document(s) for the related series of offered certificates and, in
particular, to act in accordance with the servicing standard described in the
related prospectus supplement. You should consider, however, that either of
these parties, if it or an affiliate owns certificates, or has financial
interests in or other financial dealings with any of the related borrowers, may
have interests when dealing with the mortgage loans underlying your offered
certificates that are in conflict with your interests. For example, if the
related special servicer owns any certificates, it could seek to mitigate the
potential loss on its certificates from a troubled mortgage loan by delaying
enforcement in the hope of realizing greater proceeds in the future. However,
this action by a special servicer could result a lower recovery to the related
trust than would have been the case if the special servicer had not delayed in
taking enforcement action.

     Furthermore, the master servicer or special servicer for any of our trusts
may service existing and new loans for third parties, including portfolios of
loans similar to the mortgage loans included in that trust. The properties
securing these other loans may be in the same markets as and compete with the
properties securing mortgage loans in our trust. Accordingly, that master
servicer or special servicer may be acting on behalf of parties with conflicting
interests.

                    CAPITALIZED TERMS USED IN THIS PROSPECTUS

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

              CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

     We were incorporated in Delaware on December 31, 1985. We were organized,
among other things, for the purpose of serving as a private secondary mortgage
market conduit.

     We are a wholly-owned subsidiary of Credit Suisse First Boston Management
Corporation, who is a wholly-owned subsidiary of Credit Suisse First Boston,
Inc. Our principal executive offices are located at Eleven Madison Avenue, New
York, New York 10010. Our telephone number is 212-325-2000.

     We do not have, and do not expect to have in the future, any significant
assets.

     Neither we nor any of our affiliates will guarantee any of the mortgage
assets included in one of our trusts. Furthermore, unless we indicate otherwise
in the related prospectus supplement, no governmental agency or instrumentality
will guarantee or insure any of those mortgage assets.

                                 USE OF PROCEEDS

     Unless otherwise specified in the related prospectus supplement, the net
proceeds to be received from the sale of the offered certificates of any series
will be applied by us to the purchase of assets for the related trust or will be
used by us to cover expenses related to that purchase and the issuance of those
certificates. You may review a breakdown of the estimated expenses of issuing
and distributing the certificates in Part II, Item 14 of the registration
statement of which this prospectus forms a part. See "Available Information;
Incorporation by Reference" for information concerning obtaining a copy of the
registration statement. Also see "Underwriting" in the related prospectus
supplement for information concerning the proceeds to us from the sale of the
particular offered certificates. We expect to sell the offered certificates from
time to time, but the timing and amount of offerings of those 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.

     We expect to sell the offered certificates from time to time, but the
timing and amount of offerings of those 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.

                                       29


                         DESCRIPTION OF THE TRUST ASSETS

GENERAL

     We will be responsible for establishing the trust underlying each series of
offered certificates. The assets of the trust will primarily consist of--

     o    various types of multifamily and/or commercial mortgage loans;

     o    mortgage participations, pass-through certificates, collateralized
          mortgage obligations or other mortgage-backed securities that directly
          or indirectly evidence interests in, or are secured by pledges of, one
          or more of various types of multifamily and/or commercial mortgage
          loans; or

     o    a combination of mortgage loans and mortgage-backed securities of the
          types described above.

     We do not originate mortgage loans. Accordingly, we must acquire each of
the mortgage loans to be included in one of our trusts from the originator or a
subsequent assignee. In some cases, that originator or subsequent assignee will
be one of our affiliates.

     Unless we indicate otherwise in the related prospectus supplement, we will
acquire, directly or through one of our affiliates, in the secondary market, any
mortgage-backed security to be included in one of our trusts.

MORTGAGE LOANS

     General. Each mortgage loan underlying the offered certificates will
constitute the obligation of one or more persons to repay a debt. That
obligation will be evidenced by a promissory note or bond. In addition, that
obligation will be secured by a mortgage, deed of trust or other security
instrument that creates a first or junior lien on, or security interest in, an
interest in one or more of the following types of real property--

     o    rental or cooperatively-owned buildings with multiple dwelling units;

     o    retail properties related to the sale of consumer goods and other
          products to the general public, such as shopping centers, malls,
          factory outlet centers, automotive sales centers, department stores
          and other retail stores, grocery stores, specialty shops, convenience
          stores and gas stations;

     o    retail properties related to providing entertainment, recreational and
          personal services to the general public, such as movie theaters,
          fitness centers, bowling alleys, salons, dry cleaners and automotive
          service centers;

     o    office properties;

     o    hospitality properties, such as hotels, motels and other lodging
          facilities;

     o    casino properties;

     o    health care-related properties, such as hospitals, skilled nursing
          facilities, nursing homes, congregate care facilities and, in some
          cases, assisted living centers and senior housing;

     o    industrial properties;

     o    warehouse facilities, mini-warehouse facilities and self-storage
          facilities;

     o    restaurants, taverns and other establishments involved in the food and
          beverage industry;

     o    manufactured housing communities, mobile home parks and recreational
          vehicle parks;


                                       30


     o    recreational and resort properties, such as recreational vehicle
          parks, golf courses, marinas, ski resorts and amusement parks;

     o    arenas and stadiums;

     o    churches and other religious facilities;

     o    parking lots and garages;

     o    mixed use properties;

     o    other income-producing properties; and

     o    unimproved land.

     The real property interests that may be encumbered in order to secure a
mortgage loan underlying your offered certificates, include--

     o    a fee interest or estate, which consists of ownership of the property
          for an indefinite period;

     o    an estate for years, which consists of ownership of the property for a
          specified period of years;

     o    a leasehold interest or estate, which consists of a right to occupy
          and use the property for a specified period of years, subject to the
          terms and conditions of a lease;

     o    shares in a cooperative corporation which owns the property; or

     o    any other real estate interest under applicable local law.

Any of these real property interests may be subject to deed restrictions,
easements, rights of way and other matters of public record with respect to the
related property. In addition, the use of, and improvements that may be
constructed on, any particular real property will, in most cases, be subject to
zoning laws and other legal restrictions.

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by liens on real properties located in the United
States, its territories and possessions. However, some of those mortgage loans
may be secured by liens on real properties located outside the United States,
its territories and possessions, provided that foreign mortgage loans do not
represent more than 10% of the related mortgage asset pool, by balance.

     If we so indicate in the related prospectus supplement, one or more of the
mortgage loans underlying a series of offered certificates may be secured by a
junior lien on the related real property. However, the loan or loans secured by
the more senior liens on that property may not be included in the related trust.
The primary risk to the holder of a mortgage loan secured by a junior lien on a
real property is the possibility that the foreclosure proceeds remaining after
payment of the loans secured by more senior liens on that property will be
insufficient to pay the junior loan in full. In a foreclosure proceeding, the
sale proceeds are applied--

     o    first, to the payment of court costs and fees in connection with the
          foreclosure;

     o    second, to the payment of real estate taxes; and

     o    third, to the payment of any and all principal, interest, prepayment
          or acceleration penalties, and other amounts owing to the holder of
          the senior loans.

The claims of the holders of the senior loans must be satisfied in full before
the holder of the junior loan receives any payments with respect to the junior
loan. If a lender forecloses on a junior loan, it does so subject to any related
senior loans.

                                       31


     If we so indicate in the related prospectus supplement, the mortgage loans
underlying a series of offered certificates may be delinquent as of the date the
certificates are initially issued. In those cases, we will describe in the
related prospectus supplement--

     o    the period of the delinquency;

     o    any forbearance arrangement then in effect;

     o    the condition of the related real property; and

     o    the ability of the related real property to generate income to service
          the mortgage debt.

We will not, however, transfer any mortgage loan to a trust if we know that the
mortgage loan is, at the time of transfer, more than 90 days delinquent with
respect to any scheduled payment of principal or interest or in foreclosure.

     Various Types of Multifamily and Commercial Properties May Secure Mortgage
Loans Underlying a Series of Offered Certificates. The mortgage loans underlying
a series of offered certificates may be secured by numerous types of multifamily
and commercial properties. As we discuss below under "--Mortgage Loans--Default
and Loss Considerations with Respect to Commercial and Multifamily Mortgage
Loans," the adequacy of an income-producing property as security for a mortgage
loan depends in large part on its value and ability to generate net operating
income. Set forth below is a discussion of some of the various factors that may
affect the value and operations of the indicated types of multifamily and
commercial properties.

     Multifamily Rental Properties. Factors affecting the value and operation of
a multifamily rental property include--

     o    the physical attributes of the property, such as its age, appearance,
          amenities and construction quality;

     o    the types of services offered at the property;

     o    the location of the property;

     o    the characteristics of the surrounding neighborhood, which may change
          over time;

     o    the rents charged for dwelling units at the property relative to the
          rents charged for comparable units at competing properties;

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

     o    the property's reputation;

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

     o    the existence or construction of competing or alternative residential
          properties, including other apartment buildings and complexes,
          manufactured housing communities, mobile home parks and single-family
          housing;

     o    the ability of management to respond to competition;

     o    the tenant mix and whether the property is primarily occupied by
          workers from a particular company or type of business, personnel from
          a local military base or students;

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

                                       32


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

     o    the extent to which the property is subject to land use restrictive
          covenants or contractual covenants that require that units be rented
          to low income tenants;

     o    the extent to which the cost of operating the property, including the
          cost of utilities and the cost of required capital expenditures, may
          increase; and

     o    the extent to which increases in operating costs may be passed through
          to tenants.

     Because units in a multifamily rental property are leased to individuals,
usually for no more than a year, the property is likely to respond relatively
quickly to a downturn in the local economy or to the closing of a major employer
in the area.

     Some states regulate the relationship of an owner and its tenants at a
multifamily rental property. Among other things, these states may--

     o    require written leases;

     o    require good cause for eviction;

     o    require disclosure of fees;

     o    prohibit unreasonable rules;

     o    prohibit retaliatory evictions;

     o    prohibit restrictions on a resident's choice of unit vendors;

     o    limit the bases on which a landlord may increase rent; or

     o    prohibit a landlord from terminating a tenancy solely by reason of the
          sale of the owner's building.

     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.

     Some counties and municipalities also impose rent control regulations on
apartment buildings. These regulations may limit rent increases to--

     o    fixed percentages;

     o    percentages of increases in the consumer price index;

     o    increases set or approved by a governmental agency; or

     o    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 landlord's ability
to raise rents at a multifamily rental property may impair the landlord's
ability to repay a mortgage loan secured by the property or to meet operating
costs.

     Some multifamily rental properties are subject to land use restrictive
covenants or contractual covenants in favor of federal or state housing
agencies. These covenants generally require that a minimum number or percentage
of units be rented to tenants who have incomes that are substantially lower than
median incomes in the area or region. These covenants may limit the potential
rental rates that may be charged at a multifamily rental property, the potential
tenant base for the property


                                       33


or both. An owner may subject a multifamily rental property to these covenants
in exchange for tax credits or rent subsidies. When the credits or subsidies
cease, net operating income will decline.

     Some mortgage loans underlying the offered certificates will be secured
by--

     o    the related borrower's interest in multiple units in a residential
          condominium project; and

     o    the related voting rights in the owners' association for the project.

Due to the nature of condominiums, a default on any of those mortgage loans will
not allow the related special servicer the same flexibility in realizing on the
real property collateral as is generally available with respect to multifamily
rental properties that are not condominiums. The rights of other unit owners,
the governing documents of the owners' association and the state and local laws
applicable to condominiums must be considered and respected. Consequently,
servicing and realizing upon the collateral for those mortgage loans could
subject the related trust to greater delay, expense and risk than a loan secured
by a multifamily rental property that is not a condominium.

     Cooperatively-Owned Apartment Buildings. Some multifamily properties are
owned or leased by cooperative corporations. In general, each shareholder in the
corporation is entitled to occupy a particular apartment unit under a long-term
proprietary lease or occupancy agreement.

     A tenant/shareholder of a cooperative corporation must make a monthly
maintenance payment to the corporation. The monthly maintenance payment
represents a tenant/shareholder's pro rata share of the corporation's--

     o    mortgage loan payments;

     o    real property taxes;

     o    maintenance expenses; and

     o    other capital and ordinary expenses of the property.

These monthly maintenance payments 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 maintenance
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, and to pay all other operating expenses of, the cooperatively
owned property depends primarily upon the receipt of--

     o    maintenance payments from the tenant/shareholders; and

     o    any rental income from units or commercial space that the cooperative
          corporation might control.

     A cooperative corporation may have to impose special assessments on the
tenant/shareholders in order to pay unanticipated expenditures. Accordingly, a
cooperative corporation is highly dependent on the financial well being of its
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
cooperatively owned property depends primarily on its ability to refinance the
property.

     In a typical cooperative conversion plan, the owner of a rental apartment
building contracts to sell the building to a newly formed cooperative
corporation. Shares are allocated to each apartment unit by the owner or
sponsor. The current tenants have a specified period to subscribe at prices
discounted from the prices to be offered to the public after that period. As
part of the consideration for the sale, the owner or sponsor receives all the
unsold shares of the cooperative corporation. In general the sponsor controls
the corporation's board of directors and management for a limited period of
time. If the sponsor holds the shares allocated to a large number of apartment
units, the lender on a mortgage loan secured by a cooperatively owned property
may be adversely affected by a decline in the creditworthiness of the sponsor.

                                       34


     Many cooperative conversion plans are 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 its apartment unit as a subtenant from
the owner of the shares allocated to that unit. Any applicable rent control or
rent stabilization laws would continue to be applicable to the subtenancy. In
addition, the subtenant may be entitled to renew its lease for an indefinite
number of years with continued protection from rent increases above those
permitted by any applicable rent control and rent stabilization laws. The
owner/shareholder is responsible for the maintenance payments to the cooperative
corporation without regard to whether it receives rent from the subtenant or
whether the rent payments are lower than maintenance payments on the unit.
Newly-formed cooperative corporations typically have the greatest concentration
of non-tenant/shareholders.

     Retail Properties. The term "retail property" encompasses a broad range of
properties at which businesses sell consumer goods and other products and
provide various entertainment, recreational or personal services to the general
public. Some examples of retail properties include--

     o    shopping centers;

     o    factory outlet centers;

     o    malls;

     o    automotive sales and service centers;

     o    consumer oriented businesses;

     o    department stores;

     o    grocery stores;

     o    convenience stores;

     o    specialty shops;

     o    gas stations;

     o    movie theaters;

     o    fitness centers;

     o    bowling alleys;

     o    salons; and

     o    dry cleaners.

     Unless owner occupied, retail properties generally derive all or a
substantial percentage of their income from lease payments from commercial
tenants. Therefore, it is important for the owner of a retail property to
attract and keep tenants, particularly significant tenants, that are able to
meet their lease obligations. In order to attract tenants, the owner of a retail
property may be required--

     o    to lower rents;

     o    to grant a potential tenant a free rent or reduced rent period;

     o    to improve the condition of the property generally; or

     o    to make at its own expense, or grant a rent abatement to cover, tenant
          improvements for a potential tenant.

                                       35


     A prospective tenant will also be interested in the number and type of
customers that it will be able to attract at a particular retail property. The
ability of a tenant at a particular retail property to attract customers will be
affected by a number of factors related to the property and the surrounding
area, including--

     o    competition from other retail properties;

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

     o    perceptions regarding the safety of the surrounding area;

     o    demographics of the surrounding area;

     o    the strength and stability of the local, regional and national
          economies;

     o    traffic patterns and access to major thoroughfares;

     o    the visibility of the property;

     o    availability of parking;

     o    the particular mixture of the goods and services offered at the
          property;

     o    customer tastes, preferences and spending patterns; and

     o    the drawing power of other tenants.

     The success of a retail property is often dependent on the success of its
tenants' businesses. A significant component of the total rent paid by tenants
of retail properties is often tied to a percentage of gross sales or revenues.
Declines in sales or revenues of the tenants will likely cause a corresponding
decline in percentage rents and/or impair the tenants' ability to pay their rent
or other occupancy costs. A default by a tenant under its lease could result in
delays and costs in enforcing the landlord's rights. Retail properties would be
directly and adversely affected by a decline in the local economy and reduced
consumer spending.

     Repayment of a mortgage loan secured by a retail property will be affected
by the expiration of space leases at the property and the ability of the
borrower to renew or relet the space on comparable terms. Even if vacant space
is successfully relet, the costs associated with reletting, including tenant
improvements, leasing commissions and free rent, may be substantial and could
reduce cash flow from a retail property.

     The presence or absence of an anchor tenant in a multi-tenanted retail
property can be important. Anchor tenants play a key role in generating customer
traffic and making the center desirable for other tenants. An anchor tenant is,
in general, a retail tenant whose space is substantially larger in size than
that of other tenants at the same retail property and whose operation is vital
in attracting customers to the property. At some retail properties, the anchor
tenant owns the space it occupies. In those cases where the property owner does
not control the space occupied by the anchor tenant, the property owner may not
be able to take actions with respect to the space that it otherwise typically
would, such as granting concessions to retain an anchor tenant or removing an
ineffective anchor tenant. In some cases, an anchor tenant may cease to operate
at the property, thereby leaving its space unoccupied even though it continues
to own or pay rent on the vacant space. If an anchor tenant ceases operations at
a retail property, other tenants at the property may be entitled to terminate
their leases prior to the scheduled termination date or to pay rent at a reduced
rate for the remaining term of the lease.

     Various factors will adversely affect the economic performance of an
anchored retail property, including--

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

     o    termination of an anchor tenant's lease;

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


                                       36


     o    the cessation of the business of a self-owned anchor or of an anchor
          tenant, notwithstanding its continued ownership of the previously
          occupied space or its continued payment of rent, as the case may be;
          or

     o    a loss of an anchor tenant's ability to attract shoppers.

     Retail properties may also face competition from sources outside a given
real estate market or with lower operating costs. For example, all of the
following compete with more traditional department stores and specialty shops
for consumer dollars--

     o    factory outlet centers;

     o    discount shopping centers and clubs;

     o    catalogue retailers;

     o    television shopping networks and programs;

     o    internet web sites; and

     o    telemarketing.

     Similarly, home movie rentals and pay-per-view movies provide alternate
sources of entertainment to movie theaters. Continued growth of these
alternative retail outlets and entertainment sources, which are often
characterized by lower operating costs, could adversely affect the rents
collectible at retail properties.

     Gas stations, automotive sales and service centers and dry cleaners also
pose unique environmental risks because of the nature of their businesses and
the types of products used or sold in those businesses.

     Office Properties. Factors affecting the value and operation of an office
property include--

     o    the number and quality of the tenants, particularly significant
          tenants, at the property;

     o    the physical attributes of the building in relation to competing
          buildings;

     o    the location of the property with respect to the central business
          district or population centers;

     o    demographic trends within the metropolitan area to move away from or
          towards the central business district;

     o    social trends combined with space management trends, which may change
          towards options such as telecommuting or hoteling to satisfy space
          needs;

     o    tax incentives offered to businesses or property owners by cities or
          suburbs adjacent to or near where the building is located;

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

     o    the quality and philosophy of building management;

     o    access to mass transportation; and

     o    changes in zoning laws.

                                       37


     Office properties may be adversely affected by an economic decline in the
business operated by their tenants. The risk associated with that 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. Competitive factors affecting an office property
include--

     o    rental rates;

     o    the building's age, condition and design, including floor sizes and
          layout;

     o    access to public transportation and availability of parking; and

     o    amenities offered to its tenants, including sophisticated building
          systems, such as fiber optic cables, satellite communications or other
          basic building technological features.

     The cost of refitting office space for a new tenant is often higher than
for other property types.

     The success of an office property also depends on the local economy.
Factors influencing a company's decision to locate in a given area include--

     o    the cost and quality of labor;

     o    tax incentives; and

     o    quality of life matters, such as schools and cultural amenities.

     The strength and stability of the local or regional economy will affect an
office property's ability to attract stable tenants on a consistent basis. A
central business district may have a substantially different economy from that
of a suburb.

     Hospitality Properties. Hospitality properties may involve different types
of hotels and motels, including--

     o    full service hotels;

     o    resort hotels with many amenities;

     o    limited service hotels;

     o    hotels and motels associated with national or regional franchise
          chains;

     o    hotels that are not affiliated with any franchise chain but may have
          their own brand identity; and

     o    other lodging facilities.

     Factors affecting the economic performance of a hospitality property
include--

     o    the location of the property and its proximity to major population
          centers or attractions;

     o    the seasonal nature of business at the property;

     o    the level of room rates relative to those charged by competitors;

     o    quality and perception of the franchise affiliation;

                                       38


     o    economic conditions, either local, regional or national, which may
          limit the amount that can be charged for a room and may result in a
          reduction in occupancy levels;

     o    the existence or construction of competing hospitality properties;

     o    nature and quality of the services and facilities;

     o    financial strength and capabilities of the owner and operator;

     o    the need for continuing expenditures for modernizing, refurbishing and
          maintaining existing facilities;

     o    increases in operating costs, which may not be offset by increased
          room rates;

     o    the property's dependence on business and commercial travelers and
          tourism; and

     o    changes in travel patterns caused by changes in access, energy prices,
          labor strikes, relocation of highways, the reconstruction of
          additional highways or other factors.

     Because limited service hotels and motels are relatively quick and
inexpensive to construct and may quickly reflect a positive value, an
over-building of these hotels and motels could occur in any given region, which
would likely adversely affect occupancy and daily room rates. Further, because
rooms at hospitality properties are generally rented for short periods of time,
hospitality properties tend to be more sensitive to adverse economic conditions
and competition than many other types of commercial properties. Additionally,
the revenues of some hospitality properties, particularly those located in
regions whose economies depend upon tourism, may be highly seasonal in nature.

     Hospitality properties may be operated under franchise agreements. The
continuation of a 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 hospitality property to maintain those standards or adhere to
those 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 the completion of capital improvements or
the making of capital expenditures that the owner of the hospitality property
determines are too expensive or are otherwise unwarranted in light of the
operating results or prospects of the property. In that event, the owner of the
hospitality property may elect to allow the franchise license to lapse. In any
case, if the franchise is terminated, the owner of the hospitality property may
seek to obtain a suitable replacement franchise or to operate property
independently of a franchise license. The loss of a franchise license could have
a material adverse effect upon the operations or value of the hospitality
property because of the loss of associated name recognition, marketing support
and centralized reservation systems provided by the franchisor.

     The viability of any hospitality property that is a franchise of a national
or a regional hotel or motel chain is dependent upon--

     o    the continued existence and financial strength of the franchisor;

     o    the public perception of the franchise service mark; and

     o    the duration of the franchise licensing agreement.

     The transferability of franchise license agreements may be restricted. The
consent of the franchisor would be required for the continued use of the
franchise license by the hospitality property following a foreclosure.
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
hospitality property, the lender or other purchaser of the hospitality property
may not be entitled to the rights under any associated liquor license. That
party would be required to apply in its own right for a new liquor license.
There can be no assurance that a new license could be obtained or that it could
be obtained promptly.



                                       39


     Casino Properties. Factors affecting the economic performance of a casino
property include--

     o    location, including proximity to or easy access from major population
          centers;

     o    appearance;

     o    economic conditions, either local, regional or national, which may
          limit the amount of disposable income that potential patrons may have
          for gambling;

     o    the existence or construction of competing casinos;

     o    dependence on tourism; and

     o    local or state governmental regulation.

     Competition among major casinos may involve attracting patrons by--

     o    providing alternate forms of entertainment, such as performers and
          sporting events; and

     o    offering low-priced or free food and lodging.

     Casino owners may expend substantial sums to modernize, refurbish and
maintain existing facilities.

     The ownership and operation of casino properties is often subject to local
or state governmental regulation. A government agency or authority may have
jurisdiction over or influence with respect to the foreclosure of a casino
property or the bankruptcy of its owner or operator. In some jurisdictions, it
may be necessary to receive governmental approval before foreclosing, thereby
resulting in substantial delays to a lender. Gaming licenses are not
transferable, including in connection with a foreclosure. There can be no
assurance that a lender or another purchaser in foreclosure or otherwise will be
able to obtain the requisite approvals to continue operating the foreclosed
property as a casino.

     Any given state or municipality that currently allows legalized gambling
could pass legislation banning it.

     The loss of a gaming license for any reason would have a material adverse
effect on the value of a casino property.

     Health Care-Related Properties. Health-care related properties include--

     o    hospitals;

     o    skilled nursing facilities;

     o    nursing homes;

     o    congregate care facilities; and

     o    in some cases, assisted living centers and housing for seniors.

     Health care-related facilities, particularly nursing homes, may receive a
substantial portion of their revenues from government reimbursement programs,
primarily Medicaid and Medicare. Medicaid and Medicare are subject to--

     o    statutory and regulatory changes;

     o    retroactive rate adjustments;

     o    administrative rulings;



                                       40


     o    policy interpretations;

     o    delays by fiscal intermediaries; and

     o    government funding restrictions.

All of the foregoing can adversely affect revenues from the operation a health
care-related facility. Moreover, governmental payors have employed
cost-containment measures that limit payments to health care providers. In
addition, there are currently under consideration various proposals for national
health care relief that could further limit these payments.

     Providers of long-term nursing care and other medical services are highly
regulated by federal, state and local law. They are subject to numerous factors
which can increase the cost of operation, limit growth and, in extreme cases,
require or result in suspension or cessation of operations, including--

     o    federal and state licensing requirements;

     o    facility inspections;

     o    rate setting;

     o    reimbursement policies; and

     o    laws relating to the adequacy of medical care, distribution of
          pharmaceuticals, use of equipment, personnel operating policies and
          maintenance of and additions to facilities and services.

     Under applicable federal and state laws and regulations, Medicare and
Medicaid reimbursements generally may not be made to any person other than the
provider who actually furnished the related material goods and services.
Accordingly, in the event of foreclosure on a health care-related facility,
neither a lender nor other subsequent lessee or operator of the property would
generally be entitled to obtain from federal or state governments any
outstanding reimbursement payments relating to services furnished at the
property prior to foreclosure. Furthermore, in the event of foreclosure, there
can be no assurance that a lender or other purchaser in a foreclosure sale would
be entitled to the rights under any required licenses and regulatory approvals.
The lender or other purchaser may have to apply in its own right for those
licenses and approvals. There can be no assurance that a new license could be
obtained or that a new approval would be granted.

     Health care-related facilities are generally special purpose properties
that could not be readily converted to general residential, retail or office
use. This will adversely affect their liquidation value. Furthermore, transfers
of health care-related facilities are subject to regulatory approvals under
state, and in some cases federal, law not required for transfers of most other
types of commercial properties.

     Industrial Properties. 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 slowdown in the economy. In addition, 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.

     The value and operation of an industrial property depends on--

     o    location of the property, the desirability of which in a particular
          instance may depend on--

          1.   availability of labor services,

          2.   proximity to supply sources and customers, and

          3.   accessibility to various modes of transportation and shipping,
               including railways, roadways, airline terminals and ports;

                                       41


     o    building design of the property, the desirability of which in a
          particular instance may depend on--

          1.   ceiling heights,

          2.   column spacing,

          3.   number and depth of loading bays,

          4.   divisibility,

          5.   floor loading capacities,

          6.   truck turning radius,

          7.   overall functionality, and

          8.   adaptability of the property, because industrial tenants often
               need space that is acceptable for highly specialized activities;
               and

     o    the quality and creditworthiness of individual tenants, because
          industrial properties frequently have higher tenant concentrations.

     Industrial properties are generally special purpose properties that could
not be readily converted to general residential, retail or office use. This will
adversely affect their liquidation value.

     Warehouse, Mini-Warehouse and Self-Storage Facilities. Warehouse,
mini-warehouse and self-storage properties are considered vulnerable to
competition because both acquisition costs and break-even occupancy are
relatively low. In addition, it would require substantial capital expenditures
to convert a warehouse, mini-warehouse or self-storage property to an
alternative use. This will materially impair the liquidation value of the
property if its operation for storage purposes becomes unprofitable due to
decreased demand, competition, age of improvements or other factors.

     Successful operation of a warehouse, mini-warehouse or self-store property
depends on--

     o    building design;

     o    location and visibility;

     o    tenant privacy;

     o    efficient access to the property;

     o    proximity to potential users, including apartment complexes or
          commercial users;

     o    services provided at the property, such as security;

     o    age and appearance of the improvements; and

     o    quality of management.

     Restaurants and Taverns. Factors affecting the economic viability of
individual restaurants, taverns and other establishments that are part of the
food and beverage service industry include--

     o    competition from facilities having businesses similar to a particular
          restaurant or tavern;

     o    perceptions by prospective customers of safety, convenience, services
          and attractiveness;

                                       42


     o    the cost, quality and availability of food and beverage products;

     o    negative publicity, resulting from instances of food contamination,
          food-borne illness and similar events;

     o    changes in demographics, consumer habits and traffic patterns;

     o    the ability to provide or contract for capable management; and

     o    retroactive changes to building codes, similar ordinances and other
          legal requirements.

     Adverse economic conditions, whether local, regional or national, may limit
the amount that may be charged for food and beverages and the extent to which
potential customers dine out. Because of the nature of the business, restaurants
and taverns tend to respond to adverse economic conditions more quickly than do
many other types of commercial properties. Furthermore, the transferability of
any operating, liquor and other licenses to an entity acquiring a bar or
restaurant, either through purchase or foreclosure, is subject to local law
requirements.

     The food and beverage service industry is highly competitive. The principal
means of competition are--

     o    segment;

     o    product;

     o    price;

     o    value;

     o    quality;

     o    service;

     o    convenience;

     o    location; and

     o    the nature and condition of the restaurant facility.

     A restaurant or tavern operator competes with the operators of comparable
establishments in the area in which its restaurant or tavern is located. Other
restaurants could have--

     o    lower operating costs;

     o    more favorable locations;

     o    more effective marketing;

     o    more efficient operations; or

     o    better facilities.

     The location and condition of a particular restaurant or tavern will affect
the number of customers and, to an extent, the prices that may be charged. The
characteristics of an area or neighborhood in which a restaurant or tavern is
located may change over time or in relation to competing facilities. Also, the
cleanliness and maintenance at a restaurant or tavern will affect its appeal to
customers. In the case of a regionally- or nationally-known chain restaurant,
there may be costly expenditures for renovation, refurbishment or expansion,
regardless of its condition.

                                       43


     Factors affecting the success of a regionally- or nationally-known chain
restaurant include--

     o    actions and omissions of any franchisor, including management
          practices that--

          1.   adversely affect the nature of the business, or

          2.   require renovation, refurbishment, expansion or other
               expenditures;

     o    the degree of support provided or arranged by the franchisor,
          including its franchisee organizations and third-party providers of
          products or services; and

     o    the bankruptcy or business discontinuation of the franchisor or any of
          its franchisee organizations or third-party providers.

     Chain restaurants may be operated under franchise agreements. Those
agreements typically do not contain provisions protective of lenders. A
borrower's rights as franchisee typically may be terminated without informing
the lender, and the borrower may be precluded from competing with the franchisor
upon termination. In addition, a lender that acquires title to a restaurant site
through foreclosure or similar proceedings may be restricted in the use of the
site or may be unable to succeed to the rights of the franchisee under the
related franchise agreement. The transferability of a franchise may be subject
to other restrictions. Also, federal and state franchise regulations may impose
additional risk, including the risk that the transfer of a franchise acquired
through foreclosure or similar proceedings may require registration with
governmental authorities or disclosure to prospective transferees.

     Manufactured Housing Communities, Mobile Home Parks and Recreational
Vehicle Parks. Manufactured housing communities and mobile home parks consist of
land that is divided into "spaces" or "home sites" that are primarily leased to
owners of the individual mobile homes or other housing units. The home owner
often invests in site-specific improvements such as carports, steps, fencing,
skirts around the base of the home, and landscaping. The land owner typically
provides private roads within the park, common facilities and, in many cases,
utilities.

     Due to relocation costs and, in some cases, demand for homesites, the value
of a mobile home or other housing unit in place in a manufactured housing
community or mobile home park is generally higher, and can be significantly
higher, than the value of the same unit not placed in a manufactured housing
community or mobile home park. As a result, a well-operated manufactured housing
community or mobile home park that has achieved stabilized occupancy is
typically able to maintain occupancy at or near that level. For the same reason,
a lender that provided financing for the home of a tenant who defaulted in his
or her space rent generally has an incentive to keep rental payments current
until the home can be resold in place, rather than to allow the unit to be
removed from the park. In general, the individual mobile homes and other housing
units will not constitute collateral for a mortgage loan underlying a series of
offered certificates.

     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.

     Factors affecting the successful operation of a manufactured housing
community, mobile home park or recreational vehicle park include--

     o    the number of comparable competing properties in the local market;

     o    the age, appearance and reputation of the property;

     o    the quality of management; and

     o    the types of facilities and services it provides.

                                       44


     Manufactured housing communities and mobile home parks 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, such as staying at a hotel at the beach.

     Manufactured housing communities, mobile home parks and recreational
vehicle parks are special purpose properties that could not be readily converted
to general residential, retail or office use. This will adversely affect the
liquidation value of the property if its operation as a manufactured housing
community, mobile home park or recreational vehicle park, as the case may be,
becomes unprofitable due to competition, age of the improvements or other
factors.

     Some states regulate the relationship of an owner of a manufactured housing
community or mobile home park and its tenants in a manner similar to the way
they regulate the relationship between a landlord and tenant at a multifamily
rental property. In addition, some states also regulate changes in the use of a
manufactured housing community or mobile home park and require that the owner
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 and mobile home parks. These ordinances may limit rent increases
to--

     o    fixed percentages;

     o    percentages of increases in the consumer price index;

     o    increases set or approved by a governmental agency; or

     o    increases determined through mediation or binding arbitration.

     In many cases, the rent control laws either do not permit vacancy decontrol
or permit vacancy decontrol only in the relatively rare event that the mobile
home or manufactured housing unit is removed from the homesite. Local authority
to impose rent control on manufactured housing communities and mobile home parks
is pre-empted by state law in some states and rent control is not imposed at the
state level in those states. In some states, however, local rent control
ordinances are not pre-empted for tenants having short-term or month-to-month
leases, and properties there may be subject to various forms of rent control
with respect to those tenants.

     Recreational and Resort Properties. Any mortgage loan underlying a series
of offered certificates may be secured by a golf course, marina, ski resort,
amusement park or other property used for recreational purposes or as a resort.
Factors affecting the economic performance of a property of this type include--

     o    the location and appearance of the property;

     o    the appeal of the recreational activities offered;

     o    the existence or construction of competing properties, whether are not
          they offer the same activities;

     o    the need to make capital expenditures to maintain, refurbish, improve
          and/or expand facilities in order to attract potential patrons;

     o    geographic location and dependence on tourism;

                                       45


     o    changes in travel patterns caused by changes in energy prices,
          strikes, location of highways, construction of additional highways and
          similar factors;

     o    seasonality of the business, which may cause periodic fluctuations in
          operating revenues and expenses;

     o    sensitivity to weather and climate changes; and

     o    local, regional and national economic conditions.

     A marina or other recreational or resort property located next to water
will also be affected by various statutes and government regulations that govern
the use of, and construction on, rivers, lakes and other waterways.

     Because of the nature of the business, recreational and resort properties
tend to respond to adverse economic conditions more quickly than do many other
types of commercial properties.

     Recreational and resort properties are generally special purpose properties
that are not readily convertible to alternative uses. This will adversely affect
their liquidation value.

     Arenas and Stadiums. The success of an arena or stadium generally depends
on its ability to attract patrons to a variety of events, such as sporting
events, musical events, theatrical events, animal shows, and circuses. The
ability to attract patrons is dependent on, among others, the following
factors--

     o    the appeal of the particular event;

     o    the cost of admission;

     o    perceptions by prospective patrons of the safety, convenience,
          services and attractiveness of the arena or stadium;

     o    perceptions by prospective patrons of the safety of the surrounding
          area; and

     o    the alternative forms of entertainment available in the particular
          locale.

     In some cases, an arena's or stadium's success will depend on its ability
to attract and keep a sporting team as a tenant. An arena or stadium may become
unprofitable, or unacceptable to a tenant of that type, due to decreased
attendance, competition and age of improvements. Often, substantial expenditures
must be made to modernize, refurbish and/or maintain existing facilities.

     Arenas and stadiums are special purpose properties which cannot be readily
convertible to alternative uses. This will adversely affect their liquidation
value.

     Churches and Other Religious Facilities. Churches and other religious
facilities generally depend on charitable donations to meet expenses and pay for
maintenance and capital expenditures. The extent of those donations is dependent
on the attendance at any particular religious facility and the extent to which
attendees are prepared to make donations, which is influenced by a variety of
social, political and economic factors. Donations may be adversely affected by
economic conditions, whether local, regional or national. Religious facilities
are special purpose properties that are not readily convertible to alternative
uses. This will adversely affect their liquidation value.

                                       46


     Parking Lots and Garages. The primary source of income for parking lots and
garages is the rental fees charged for parking spaces. Factors affecting the
success of a parking lot or garage include--

     o    the number of rentable parking spaces and rates charged;

     o    the location of the lot or garage and, in particular, its proximity to
          places where large numbers of people work, shop or live;

     o    the amount of alternative parking spaces in the area;

     o    the availability of mass transit; and

     o    the perceptions of the safety, convenience and services of the lot or
          garage.

     Unimproved Land. The value of unimproved land is largely a function of its
potential use. This may depend on--

     o    its location;

     o    its size;

     o    the surrounding neighborhood; and

     o    local zoning laws.

     Default and Loss Considerations with Respect to Commercial and Multifamily
Mortgage Loans. Mortgage loans secured by liens on income-producing properties
are substantially different from mortgage 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--

     o    the successful operation of the property; and

     o    its ability to generate income sufficient to make payments on the
          loan.

This is particularly true because most or all of the mortgage loans underlying
the offered certificates will be nonrecourse loans.

     The debt service coverage ratio of a multifamily or commercial mortgage
loan is an important measure of the likelihood of default on the loan. In
general, the debt service coverage ratio of a multifamily or commercial mortgage
loan at any given time is the ratio of--

     o    the amount of income derived or expected to be derived from the
          related real property for a twelve-month period that is available to
          pay debt service; to

     o    the annualized scheduled payments of principal and/or interest on the
          mortgage loan and any other senior loans that are secured by the
          related real property.

The amount described in the first bullet point of the preceding sentence is
often a highly subjective number based on a variety of assumptions regarding,
and adjustments to, revenues and expenses with respect to the related real
property. We will provide a more detailed discussion of its calculation in the
related prospectus supplement.

     The cash flow generated by a multifamily or commercial property will
generally fluctuate over time and may or may not be sufficient to--

     o    make the loan payments on the related mortgage loan;

     o    cover operating expenses; and

                                       47


     o    fund capital improvements at any given time.

     Operating revenues of a nonowner-occupied, income-producing property may be
affected by the condition of the applicable real estate market and/or area
economy. Properties leased, occupied or used on a short-term basis, such as--

     o    some health care-related facilities;

     o    hotels and motels;

     o    recreational vehicle parks; and

     o    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--

     o    warehouses;

     o    retail stores;

     o    office buildings; and

     o    industrial facilities.

     Some commercial properties may be owner-occupied or leased to a small
number of tenants. Accordingly, the operating revenues may depend substantially
on the financial condition of the borrower or one or a few tenants. Mortgage
loans secured by liens on owner-occupied and single tenant properties may pose a
greater likelihood of default and loss than loans secured by liens on
multifamily properties or on multi-tenant commercial properties.

     Increases in property operating expenses can increase the likelihood of a
borrower default on a multifamily or commercial mortgage loan secured by the
property. Increases in property operating expenses may result from--

     o    increases in energy costs and labor costs;

     o    increases in interest rates and real estate tax rates; and

     o    changes in governmental rules, regulations and fiscal policies.

     Some net leases of commercial properties may provide that the lessee,
rather than the borrower/landlord, is responsible for payment of operating
expenses. However, a net lease will result in stable net operating income to the
borrower/landlord only if the lessee is able to pay the increased operating
expense while also continuing to make rent payments.

     Lenders also look to the loan-to-value ratio of a mortgage loan as a factor
in evaluating the likelihood of loss if a property is liquidated following a
default. In general, the loan-to-value ratio of a multifamily or commercial
mortgage loan at any given time is the ratio, expressed as a percentage, of--

     o    the then outstanding principal balance of the mortgage loan and any
          other senior loans that are secured by the related real property; to

     o    the estimated value of the related real property based on an
          appraisal, a cash flow analysis, a recent sales price or another
          method or benchmark of valuation.

                                       48


     A low loan-to-value ratio means the borrower has a large amount of its own
equity in the multifamily or commercial property that secures its loan. In these
circumstances--

     o    the borrower has a greater incentive to perform under the terms of the
          related mortgage loan in order to protect that equity; and

     o    the lender has greater protection against loss on liquidation
          following a borrower default.

     Loan-to-value ratios are not necessarily an accurate measure of the
likelihood of liquidation loss in a pool of multifamily and commercial mortgage
loans. For example, the value of a multifamily or commercial property as of the
date of initial issuance of a series of offered certificates may be less than
the estimated value determined at loan origination. The value of any real
property, in particular a multifamily or commercial property, will likely
fluctuate from time to time. Moreover, even a current appraisal is not
necessarily a reliable estimate of value. Appraised values of income-producing
properties are generally based on--

     o    the market comparison method, which takes into account the recent
          resale value of comparable properties at the date of the appraisal;

     o    the cost replacement method, which takes into account the cost of
          replacing the property at the date of the appraisal;

     o    the income capitalization method, which takes into account the
          property's projected net cash flow; or

     o    a selection from the values derived from the foregoing methods.

     Each of these appraisal methods presents analytical difficulties. For
example--

     o    it is often difficult to find truly comparable properties that have
          recently been sold;

     o    the replacement cost of a property may have little to do with its
          current market value; and

     o    income capitalization is inherently based on inexact projections of
          income and expense and the selection of an appropriate capitalization
          rate and discount rate.

     If more than one appraisal method is used and significantly different
results are produced, an accurate determination of value and, correspondingly, a
reliable analysis of the likelihood of default and loss, is even more difficult.

     The value of a multifamily or commercial property will be affected by
property performance. As a result, if a multifamily or commercial mortgage loan
defaults because the income generated by the related property is insufficient to
pay operating costs and expenses as well as debt service, then the value of the
property will decline and a liquidation loss may occur.

     We believe that the foregoing considerations are important factors that
generally distinguish mortgage loans secured by liens on income-producing real
estate from single-family mortgage loans. However, the originators of the
mortgage loans underlying your offered certificates may not have considered all
of those factors for all or any of those loans.

     Payment Provisions of the Mortgage Loans. Each of the mortgage loans
included in one of our trusts will have the following features--

     o    an original term to maturity of not more than approximately 40 years;
          and

     o    scheduled payments of principal, interest or both, to be made on
          specified dates, that occur monthly, bi-monthly, quarterly,
          semi-annually, annually or at some other interval.



                                       49


     A mortgage loan included in one of our trusts may also include terms that--

     o    provide for the accrual of interest at a mortgage interest rate that
          is fixed over its term, that resets on one or more specified dates or
          that otherwise adjusts from time to time;

     o    provide for the accrual of interest at a mortgage interest rate that
          may be converted at the borrower's election from an adjustable to a
          fixed interest rate or from a fixed to an adjustable interest rate;

     o    provide for no accrual of interest;

     o    provide for level payments to stated maturity, for payments that reset
          in amount on one or more specified dates or for payments that
          otherwise adjust from time to time to accommodate changes in the
          coupon rate or to reflect the occurrence of specified events;

     o    be fully amortizing or, alternatively, may be partially amortizing or
          nonamortizing, with a substantial payment of principal due on its
          stated maturity date;

     o    permit the negative amortization or deferral of accrued interest;

     o    permit defeasance and the release of the real property collateral in
          connection with that defeasance; and/or

     o    prohibit some or all voluntary prepayments or require payment of a
          premium, fee or charge in connection with those prepayments.

     Mortgage Loan Information in Prospectus Supplements. We will describe in
the related prospectus supplement the characteristics of the mortgage loans that
we will include in any of our trusts. In general, we will provide in the related
prospectus supplement, among other items, the following information on the
particular mortgage loans in one of our trusts--

     o    the total outstanding principal balance and the largest, smallest and
          average outstanding principal balance of the mortgage loans;

     o    the type or types of property that provide security for repayment of
          the mortgage loans;

     o    the earliest and latest origination date and maturity date of the
          mortgage loans;

     o    the original and remaining terms to maturity of the mortgage loans, or
          the range of each of those terms to maturity, and the weighted average
          original and remaining terms to maturity of the mortgage loans;

     o    loan-to-value ratios of the mortgage loans either at origination or as
          of a more recent date, or the range of those loan-to-value ratios, and
          the weighted average of those loan-to-value ratios;

     o    the mortgage interest rates of the mortgage loans, or the range of
          those mortgage interest rates, and the weighted average mortgage
          interest rate of the mortgage loans;

     o    if any mortgage loans have adjustable mortgage interest rates, 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 interest rate adjustments at the
          time of any adjustment and over the life of the loan;

     o    information on the payment characteristics of the mortgage loans,
          including applicable prepayment restrictions;

     o    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 those debt
          service coverage ratios; and

                                       50


     o    the geographic distribution of the properties securing the mortgage
          loans on a state-by-state basis.

     If we are unable to provide the specific information described above at the
time a series of offered certificates is initially offered, we will provide--

     o    more general information in the related prospectus supplement; and

     o    specific information in a report which will be filed with the SEC as
          part of a Current Report on Form 8-K within 15 days following the
          issuance of those certificates.

     If any mortgage loan, or group of related mortgage loans, included in one
of our trusts represents a material concentration of credit risk, we will
include in the related prospectus supplement financial statements or other
financial information on the related real property or properties.

MORTGAGE-BACKED SECURITIES

     The mortgage backed-securities underlying a series of offered certificates
may include--

     o    mortgage participations, mortgage pass-through certificates,
          collateralized mortgage obligations or other mortgage-backed
          securities that are not insured or guaranteed by any governmental
          agency or instrumentality; or

     o    certificates issued and/or insured or guaranteed by Freddie Mac,
          Fannie Mae, Ginnie Mae, Farmer Mac, or another federal or state
          governmental agency or instrumentality.

     In addition, each of those mortgage-backed securities will directly or
indirectly evidence an interest in, or be secured by a pledge of, multifamily
and/or commercial mortgage loans.

     Each mortgage-backed security included in one of our trusts--

     o    will have been registered under the Securities Act of 1933, as
          amended;

     o    will be exempt from the registration requirements of that Act;

     o    will have been held for at least the holding period specified in Rule
          144(k) under that Act; or

     o    may otherwise be resold by us publicly without registration under that
          Act.

     We will describe in the related prospectus supplement the characteristics
of the mortgage-backed securities that we will include in any of our trusts. In
general, we will provide in the related prospectus supplement, among other
items, the following information on the particular mortgage-backed securities
included in one of our trusts--

     o    the initial and outstanding principal amount(s) and type of the
          securities;

     o    the original and remaining term(s) to stated maturity of the
          securities;

     o    the pass-through or bond rate(s) of the securities or the formula for
          determining those rate(s);

     o    the payment characteristics of the securities;

     o    the identity of the issuer(s), servicer(s) and trustee(s) for the
          securities;

     o    a description of the related credit support, if any;

     o    the type of mortgage loans underlying the securities;



                                       51


     o    the circumstances under which the related underlying mortgage loans,
          or the securities themselves, may be purchased prior to maturity;

     o    the terms and conditions for substituting mortgage loans backing the
          securities; and

     o    the characteristics of any agreements or instruments providing
          interest rate protection to the securities.

     With respect to any mortgage-backed security included in one of our trusts,
we will provide in our reports filed under the Securities Exchange Act of 1934,
as amended, the same information regarding the security as is provided by the
issuer of the security in its own reports filed under that Act, if the security
was publicly offered, or in the reports the issuer of the security provides to
the related trustee, if the security was privately issued.

SUBSTITUTION, ACQUISITION AND REMOVAL OF MORTGAGE ASSETS

     If so specified in the related prospectus supplement, we or another
specified person or entity may be permitted, at our or its option, but subject
to the conditions specified in that prospectus supplement, to acquire from the
related trust particular mortgage assets underlying a series of offered
certificates in exchange for--

     o    cash that would be applied to pay down the principal balances of the
          certificates of that series; and/or

     o    other mortgage loans or mortgage-backed securities that--

          1.   conform to the description of mortgage assets in this prospectus,
               and

          2.   satisfy the criteria set forth in the related prospectus
               supplement.

     In addition, if so specified in the related prospectus supplement, the
trustee may be authorized or required to apply collections on the related
mortgage assets to acquire new mortgage loans or mortgage-backed securities
that--

     o    conform to the description of mortgage assets in this prospectus; and

     o    satisfy the criteria set forth in the related prospectus supplement.

     No replacement of mortgage assets or acquisition of new mortgage assets
will be permitted if it would result in a qualification, downgrade or withdrawal
of the then-current rating assigned by any rating agency to any class of
affected offered certificates.

UNDELIVERED MORTGAGE ASSETS

     In general, the total outstanding principal balance of the mortgage assets
transferred by us to any particular trust will equal or exceed the initial total
outstanding principal balance of the related series of certificates. In the
event that the total outstanding principal balance of the related mortgage
assets initially delivered by us to the related trustee is less than the initial
total outstanding principal balance of any series of certificates, we may
deposit or arrange for the deposit of cash or liquid investments on an interim
basis with the related trustee to cover the shortfall. For 90 days following the
date of initial issuance of that series of certificates, we will be entitled to
obtain a release of the deposited cash or investments if we deliver or arrange
for delivery of a corresponding amount of mortgage assets. If we fail, however,
to deliver mortgage assets sufficient to make up the entire shortfall, any of
the cash or, following liquidation, investments remaining on deposit with the
related trustee will be used by the related trustee to pay down the total
principal balance of the related series of certificates, as described in the
related prospectus supplement.

ACCOUNTS

     The trust assets underlying a series of offered certificates will include
one or more accounts established and maintained on behalf of the holders. All
payments and collections received or advanced on the mortgage assets and other
trust assets will be deposited and held in those accounts. We will identify and
describe those accounts, and will further describe the deposits to and
withdrawals from those accounts, in the related prospectus supplement.

                                       52


CREDIT SUPPORT

     The holders of any class of offered certificates may be the beneficiaries
of credit support designed to protect them partially or fully against all or
particular defaults and losses on the related mortgage assets. The types of
credit support that may benefit the holders of a class of offered certificates
include--

     o    the subordination or one or more other classes of certificates of the
          same series;

     o    a letter of credit;

     o    a surety bond;

     o    an insurance policy;

     o    a guarantee;

     o    a credit derivative; and/or

     o    a reserve fund.

     In the related prospectus supplement, we will describe the amount and types
of any credit support benefiting the holders of a class of offered certificates.

ARRANGEMENTS PROVIDING REINVESTMENT, INTEREST RATE AND CURRENCY RELATED
PROTECTION

     The trust assets for a series of offered certificates may include
guaranteed investment contracts in accordance with which moneys held in the
funds and accounts established for that series will be invested at a specified
rate. Those trust assets may also include--

     o    interest rate exchange agreements;

     o    interest rate cap agreements;

     o    interest rate floor agreements;

     o    currency exchange agreements; or

     o    other agreements or arrangements designed to reduce the effects of
          interest rate or currency exchange rate fluctuations with respect to
          the related mortgage assets and one or more classes of offered
          certificates.

     In the related prospectus supplement, we will describe any agreements or
other arrangements designed to protect the holders of a class of offered
certificates against shortfalls resulting from movements or fluctuations in
interest rates or currency exchange rates. If applicable, we will also identify
any obligor under the agreement or other arrangement.

                        YIELD AND MATURITY CONSIDERATIONS

GENERAL

     The yield on your offered certificates will depend on--

     o    the price you paid for your offered certificates;

     o    the pass-through rate on your offered certificates; and

     o    the amount and timing of payments on your offered certificates.

                                       53


     The following discussion contemplates a trust established by us that
consists only of mortgage loans. If one of our trusts also includes a
mortgage-backed security, the payment terms of that security will soften or
enhance the effects that the characteristics and behavior of mortgage loans
backing that security can have on the yield to maturity and/or weighted average
life of a class of offered certificates. If one of our trusts includes a
mortgage-backed security, we will discuss in the related prospectus supplement
the effect, if any, that the security may have on the yield to maturity and
weighted average lives of the related offered certificates.

PASS-THROUGH RATE

     A class of interest-bearing offered certificates may have a fixed, variable
or adjustable pass-through rate. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, if the pass-through rate is variable or adjustable, the method
of determining the pass-through rate.

PAYMENT DELAYS

     There will be a delay between the date on which payments on the underlying
mortgage loans are due and the date on which those payments are passed through
to you and other investors. That delay will reduce the yield that would
otherwise be produced if those payments were passed through on your offered
certificates on the same date that they were due.

YIELD AND PREPAYMENT CONSIDERATIONS

     The yield to maturity on your offered certificates will be affected by the
rate of principal payments on the underlying mortgage loans and the allocation
of those principal payments to reduce the principal balance or notional amount
of your offered certificates. The rate of principal payments on those mortgage
loans will be affected by the following--

     o    the amortization schedules of the mortgage loans, which may change
          from time to time to reflect, among other things, changes in mortgage
          interest rates or partial prepayments of principal;

     o    the dates on which any balloon payments are due; and

     o    the rate of principal prepayments on the mortgage loans, including
          voluntary prepayments by borrowers and involuntary prepayments
          resulting from liquidations, casualties or purchases of mortgage
          loans.

     Because the rate of principal prepayments on the mortgage loans underlying
your offered certificates will depend on future events and a variety of factors,
we cannot give you any assurance as to that rate.

     The extent to which the yield to maturity of your offered certificates may
vary from your anticipated yield will depend upon--

     o    whether you purchased your offered certificates at a discount or
          premium and, if so, the extent of that discount or premium; and

     o    when, and to what degree, payments of principal on the underlying
          mortgage loans are applied or otherwise result in the reduction of the
          principal balance or notional amount of your offered certificates.

     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 underlying 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 underlying mortgage loans could result in an actual
yield to you that is lower than your anticipated yield.

     If your offered certificates entitle you to payments of interest, with
disproportionate, nominal or no payments of principal, you should consider that
your yield will be extremely sensitive to prepayments on the underlying mortgage
loans and, under some prepayment scenarios, may be negative.

                                       54


     If a class of offered certificates accrues interest on a notional amount,
that notional amount will, in general, either--

     o    be based on the principal balances of some or all of the mortgage
          assets in the related trust; or

     o    equal the total principal balance of one or more of the other classes
          of certificates of the same series.

Accordingly, the yield on that class of certificates will be inversely related
to, as applicable, the rate at which--

     o    payments and other collections of principal are received on the
          mortgage assets referred to in the first bullet point of the prior
          sentence; or

     o    payments are made in reduction of the total principal balance of the
          class or classes of certificates referred to in the second bullet
          point of the prior sentence.

     The extent of prepayments of principal of the mortgage loans underlying
your offered certificates may be affected by a number of factors, including--

     o    the availability of mortgage credit;

     o    the relative economic vitality of the area in which the related real
          properties are located;

     o    the quality of management of the related real properties;

     o    the servicing of the mortgage loans;

     o    possible changes in tax laws; and

     o    other opportunities for investment.

In general, those factors that increase--

     o    the attractiveness of selling or refinancing a commercial or
          multifamily property; or

     o    the likelihood of default under a commercial or multifamily mortgage
          loan,

would be expected to cause the rate of prepayment to accelerate. In contrast,
those factors having an opposite effect would be expected to cause the rate of
prepayment to slow.

     The rate of principal payments on the mortgage loans underlying your
offered certificates may also be affected by the existence and enforceability of
prepayment restrictions, such as--

     o    prepayment lock-out periods; and

     o    requirements that voluntary principal prepayments be accompanied by
          prepayment premiums, fees or charges.

If enforceable, those provisions could constitute either an absolute
prohibition, in the case of a prepayment lock-out period, or a disincentive, in
the case of a prepayment premium, fee or charge, to a borrower's voluntarily
prepaying its mortgage loan, thereby slowing the rate of prepayments.

                                       55


     The rate of prepayment on a pool of mortgage loans is likely to be affected
by prevailing market interest rates for mortgage loans of a comparable type,
term and risk level. As prevailing market interest rates decline, a borrower may
have an increased incentive to refinance its mortgage loan. Even in the case of
adjustable rate mortgage loans, as prevailing market interest rates decline, the
related borrowers may have an increased incentive to refinance for the following
purposes--

     o    to convert to a fixed rate loan and thereby lock in that rate; or

     o    to take advantage of a different index, margin or rate cap or floor on
          another adjustable rate mortgage loan.

     Subject to prevailing market interest rates and economic conditions
generally, a borrower may sell a real property in order to--

     o    realize its equity in the property;

     o    meet cash flow needs; or

     o    make other investments.

     Additionally, some borrowers may be motivated by federal and state tax
laws, which are subject to change, to sell their properties prior to the
exhaustion of tax depreciation benefits.

     We make no representation as to--

     o    the particular factors that will affect the prepayment of the mortgage
          loans underlying any series of offered certificates; o the relative
          importance of those factors;

     o    the percentage of the principal balance of those mortgage loans that
          will be paid as of any date; or

     o    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
underlying any series of offered certificates will affect the ultimate maturity
and the weighted average life of one or more classes of those certificates. In
general, 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 that instrument is repaid to the investor.

     The weighted average life and maturity of a class of offered certificates
will be influenced by the rate at which principal on the underlying mortgage
loans is paid to that class, whether in the form of--

     o    scheduled amortization; or

     o    prepayments, including--

          1.   voluntary prepayments by borrowers, and

          2.   involuntary prepayments resulting from liquidations, casualties
               or condemnations and purchases of mortgage loans out of the
               related trust.

     Prepayment rates on loans are commonly measured relative to a prepayment
standard or model, such as the CPR prepayment model or the SPA prepayment model.
CPR represents an assumed constant rate of prepayment each month, expressed as
an annual percentage, relative to the then outstanding principal balance of a
pool of mortgage loans for the life of those 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 mortgage loans,
with different prepayment assumptions often


                                       56


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 those loans in the first month of the life of the loans and an
additional 0.2% per annum in each month thereafter until the 30th month.
Beginning in the 30th 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 is a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any particular pool of mortgage loans.
Moreover, the CPR and SPA models were developed based upon historical prepayment
experience for single-family mortgage loans. It is unlikely that the prepayment
experience of the mortgage loans underlying your offered certificates will
conform to any particular level of CPR or SPA.

     In the prospectus supplement for a series of offered certificates, we will
include tables, if applicable, setting forth--

     o    the projected weighted average life of each class of those offered
          certificates with principal balances; and

     o    the percentage of the initial total principal balance of each class of
          those offered certificates that would be outstanding on specified
          dates,

based on the assumptions stated in that prospectus supplement, including
assumptions regarding prepayments on the underlying mortgage loans. Those tables
and assumptions illustrate the sensitivity of the weighted average lives of
those offered certificates to various assumed prepayment rates and are not
intended to predict, or to provide information that will enable you to predict,
the actual weighted average lives of your offered certificates.

OTHER FACTORS AFFECTING YIELD, WEIGHTED AVERAGE LIFE AND MATURITY

     Balloon Payments; Extensions of Maturity. Some or all of the mortgage loans
underlying a series of offered certificates may require that balloon payments be
made at maturity. The ability of a borrower to make a balloon payment typically
will depend upon its ability either--

     o    to refinance the loan; or

     o    to sell the related real property.

If a borrower is unable to refinance or sell the related real property, there is
a possibility that the borrower may default on the mortgage loan or that the
maturity of the mortgage loan may be extended in connection with a workout. If a
borrower defaults, recovery of proceeds may be delayed by--

     o    the bankruptcy of the borrower; or

     o    adverse economic conditions in the market where the related real
          property is located.

     In order to minimize losses on defaulted mortgage loans, the related master
servicer or special servicer may be authorized within prescribed limits to
modify mortgage loans that are in default or as to which a payment default is
reasonably foreseeable. Any defaulted balloon payment or modification that
extends the maturity of a mortgage loan may delay payments of principal on your
offered certificates and extend the weighted average life of your offered
certificates.

     Negative Amortization. The weighted average life of a class of offered
certificates can be affected by mortgage loans that permit negative amortization
to occur. Those are the mortgage loans that provide for the current payment of
interest calculated at a rate lower than the rate at which interest accrues on
the mortgage loan, with the unpaid portion of that interest being added to the
related principal balance. Negative amortization most commonly occurs with
respect to an adjustable rate mortgage loan that--

     o    limits the amount by which its scheduled payment may adjust in
          response to a change in its mortgage interest rate;

     o    provides that its scheduled payment will adjust less frequently than
          its mortgage interest rate; or

                                       57


     o    provides for constant scheduled payments regardless of adjustments to
          its mortgage interest rate.

     Negative amortization on one or more mortgage loans in any of our trusts
may result in negative amortization on a related class of offered certificates.
We will describe in the related prospectus supplement, if applicable, the manner
in which negative amortization with respect to the underlying mortgage loans is
allocated among the respective classes of a series of offered certificates.

     The portion of any mortgage loan negative amortization allocated to a class
of offered certificates may result in a deferral of some or all of the interest
payable on those certificates. Deferred interest may be added to the total
principal balance of a class of offered certificates. In addition, an adjustable
rate mortgage loan that permits negative amortization would be expected during a
period of increasing interest rates to amortize, if at all, at a slower rate
than if interest rates were declining or were remaining constant. This slower
rate of mortgage loan amortization would be reflected in a slower rate of
amortization for one or more classes of certificates of the related series.
Accordingly, there may be an increase in the weighted average lives of those
classes of certificates to which any mortgage loan negative amortization would
be allocated or that would bear the effects of a slower rate of amortization of
the underlying mortgage loans.

     The extent to which the yield on your offered certificates may be affected
by any negative amortization on the underlying mortgage loans will depend, in
part, upon whether you purchase your offered certificates at a premium or a
discount.

     During a period of declining interest rates, the scheduled payment on an
adjustable rate mortgage loan may exceed the amount necessary to amortize the
loan fully over its remaining amortization schedule and pay interest at the then
applicable mortgage interest rate. The result is the accelerated amortization of
the mortgage loan. The acceleration in amortization of a mortgage loan will
shorten the weighted average lives of those classes of certificates that entitle
their holders to a portion of the principal payments on the mortgage loan.

     Foreclosures and Payment Plans. The weighted average life of and yield on
your offered certificates will be affected by--

     o    the number of foreclosures with respect to the underlying mortgage
          loans; and

     o    the principal amount of the foreclosed mortgage loans in relation to
          the principal amount of those mortgage loans that are repaid in
          accordance with their terms.

     Servicing decisions made with respect to the underlying mortgage loans,
including the use of payment plans prior to a demand for acceleration and the
restructuring of mortgage loans in bankruptcy proceedings or otherwise, may also
affect the payment patterns of particular mortgage loans and, as a result, the
weighted average life of and yield on your offered certificates.

     Losses and Shortfalls on the Mortgage Assets. The yield on your offered
certificates will directly depend on the extent to which you are required to
bear the effects of any losses or shortfalls in collections on the underlying
mortgage loans and the timing of those losses and shortfalls. In general, the
earlier that you bear any loss or shortfall, the greater will be the negative
effect on the yield of your offered certificates.

     The amount of any losses or shortfalls in collections on the mortgage
assets in any of our trusts will, to the extent not covered or offset by draws
on any reserve fund or under any instrument of credit support, be allocated
among the various classes of certificates of the related series in the priority
and manner, and subject to the limitations, that we specify in the related
prospectus supplement. As described in the related prospectus supplement, those
allocations may be effected by the following--

     o    a reduction in the entitlements to interest and/or the total principal
          balances of one or more classes of certificates; and/or

     o    the establishment of a priority of payments among classes of
          certificates.

     If you purchase subordinated certificates, the yield to maturity on those
certificates may be extremely sensitive to losses and shortfalls in collections
on the underlying mortgage loans.

                                       58


     Additional Certificate Amortization. If your offered certificates have a
principal balance, then they entitle you to a specified portion of the principal
payments received on the underlying mortgage loans. They may also entitle you to
payments of principal from the following sources--

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     The amortization of your offered certificates out of the sources described
in the prior paragraph would shorten their weighted average life and, if your
offered certificates were purchased at a premium, reduce their yield to
maturity.

                         DESCRIPTION OF THE CERTIFICATES

GENERAL

     Each series of offered certificates, together with any non-offered
certificates of the same series, will represent the entire beneficial ownership
interest in a trust established by us. Each series of offered certificates will
consist of one or more classes. Any non-offered certificates of that series will
likewise consist of one or more classes.

     A series of certificates consists of all those certificates that--

     o    have the same series designation;

     o    were issued under the same Governing Document; and

     o    represent beneficial ownership interests in the same trust.

     A class of certificates consists of all those certificates of a particular
series that--

     o    have the same class designation; and

     o    have the same payment terms.

     The respective classes of offered and non-offered certificates of any
series may have a variety of payment terms. An offered certificate may entitle
the holder to receive--

     o    a stated principal amount, which will be represented by its principal
          balance;

     o    interest on a principal balance or notional amount, at a fixed,
          variable or adjustable pass-through rate;

     o    specified, fixed or variable portions of the interest, principal or
          other amounts received on the related mortgage assets;

     o    payments of principal, with disproportionate, nominal or no payments
          of interest;

     o    payments of interest, with disproportionate, nominal or no payments of
          principal;

                                       59


     o    payments of interest or principal that commence only as of a specified
          date or only after the occurrence of specified events, such as the
          payment in full of the interest and principal outstanding on one or
          more other classes of certificates of the same series;

     o    payments of principal to be made, from time to time or for designated
          periods, at a rate that is--

          1.   faster and, in some cases, substantially faster, or

          2.   slower and, in some cases, substantially slower,

          than the rate at which payments or other collections of principal are
          received on the related mortgage assets;

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

     o    payments of all or part of the prepayment or repayment premiums, fees
          and charges, equity participations payments or other similar items
          received on the related mortgage assets.

     Any class of offered certificates may be senior or subordinate to one or
more other classes of certificates of the same series, including a non-offered
class of certificates of that series, for purposes of some or all payments
and/or allocations of losses or other shortfalls.

     A class of offered certificates may have two or more component parts, each
having characteristics that are described in this prospectus as being
attributable to separate and distinct classes. For example, a class of offered
certificates may have a total principal balance on which it accrues interest at
a fixed, variable or adjustable rate. That class of offered certificates may
also accrue interest on a total notional amount at a different fixed, variable
or adjustable rate. In addition, a class of offered certificates may accrue
interest on one portion of its total principal balance or notional amount at one
fixed, variable or adjustable rate and on another portion of its total principal
balance or notional amount at a different fixed, variable or adjustable rate.

     Each class of offered certificates will be issued in minimum denominations
corresponding to specified principal balances, notional amounts or percentage
interests, as described in the related prospectus supplement. A class of offered
certificates may be issued in fully registered, definitive form and evidenced by
physical certificates or may be issued in book-entry form through the facilities
of The Depository Trust Company. Offered certificates held in fully registered,
definitive form may be transferred or exchanged, subject to any restrictions on
transfer described in the related prospectus supplement, at the location
specified in the related prospectus supplement, without the payment of any
service charges, except for any tax or other governmental charge payable in
connection with the transfer or exchange. Interests in offered certificates held
in book-entry form will be transferred on the book-entry records of DTC and its
participating organizations. If we so specify in the related prospectus
supplement, we will arrange for clearance and settlement through Clearstream
Banking, societe anonyme or the Euroclear System, for so long as they are
participants in DTC.

PAYMENTS ON THE CERTIFICATES

     General. Payments on a series of offered certificates may occur monthly,
bi-monthly, quarterly, semi-annually, annually or at any other specified
interval. In the prospectus supplement for each series of offered certificates,
we will identify--

     o    the periodic payment date for that series; and

     o    the record date as of which certificateholders entitled to payments on
          any particular payment date will be established.

                                       60


     All payments with respect to a class of offered certificates on any payment
date will be allocated pro rata among the outstanding certificates of that class
in proportion to the respective principal balances, notional amounts or
percentage interests, as the case may be, of those certificates. Payments on an
offered certificate will be made to the holder entitled thereto either--

     o    by wire transfer of immediately available funds to the account of that
          holder at a bank or similar entity, provided that the holder has
          furnished the party making the payments with wiring instructions no
          later than the applicable record date and has satisfied any other
          conditions specified in the related prospectus supplement; or

     o    by check mailed to the address of that holder as it appears in the
          certificate register, in all other cases.

     In general, the final payment on any offered certificate will be made only
upon presentation and surrender of that certificate at the location specified to
the holder in notice of final payment.

     Payments of Interest. In the case of each class of interest-bearing offered
certificates, interest will accrue from time to time, at the applicable
pass-through rate and in accordance with the applicable interest accrual method,
on the total outstanding principal balance or notional amount of that class.

     The pass-through rate for a class of interest-bearing offered certificates
may be fixed, variable or adjustable. We will specify in the related prospectus
supplement the pass-through rate for each class of interest-bearing offered
certificates or, in the case of a variable or adjustable pass-through rate, the
method for determining that pass-through rate.

     Interest may accrue with respect to any offered certificate on the basis
of--

     o    a 360-day year consisting of twelve 30-day months;

     o    the actual number of days elapsed during each relevant period in a
          year assumed to consist of 360 days;

     o    the actual number of days elapsed during each relevant period in a
          normal calendar year; or

     o    any other method identified in the related prospectus supplement.

     We will identify the interest accrual method for each class of offered
certificates in the related prospectus supplement.

     Subject to available funds and any adjustments to interest entitlements
described in the related prospectus supplement, accrued interest with respect to
each class of interest-bearing offered certificates will normally be payable on
each payment date. However, in the case of some classes of interest-bearing
offered certificates, payments of accrued interest will only begin on a
particular payment date or under the circumstances described in the related
prospectus supplement. Prior to that time, the amount of accrued interest
otherwise payable on that class will be added to its total principal balance on
each date or otherwise deferred as described in the related prospectus
supplement.

     If a class of offered certificates accrues interest on a total notional
amount, that total notional amount, in general, will be either--

     o    based on the principal balances of some or all of the related mortgage
          assets; or

     o    equal to the total principal balances of one or more other classes of
          certificates of the same series.

     Reference to the notional amount of any certificate is solely for
convenience in making calculations of interest and does not represent the right
to receive any payments of principal.

     We will describe in the related prospectus supplement the extent to which
the amount of accrued interest that is payable on, or that may be added to the
total principal balance of, a class of interest-bearing offered certificates may
be reduced as a result of any contingencies, including shortfalls in interest
collections due to prepayments, delinquencies, losses and deferred interest on
the related mortgage assets.


                                       61


     Payments of Principal. An offered certificate may or may not have a
principal balance. If it does, that principal balance outstanding from time to
time will represent the maximum amount that the holder of that certificate will
be entitled to receive as principal out of the future cash flow on the related
mortgage assets and the other related trust assets.

     The total outstanding principal balance of any class of offered
certificates will be reduced by--

     o    payments of principal actually made to the holders of that class; and

     o    if and to the extent that we so specify in the related prospectus
          supplement, losses of principal on the related mortgage assets that
          are allocated to or are required to be borne by that class.

     A class of interest-bearing offered certificates may provide that payments
of accrued interest will only begin on a particular payment date or under the
circumstances described in the related prospectus supplement. If so, the total
outstanding principal balance of that class may be increased by the amount of
any interest accrued, but not currently payable, on that class.

     We will describe in the related prospectus supplement any other adjustments
to the total outstanding principal balance of a class of offered certificates.

     Unless we so state in the related prospectus supplement, the initial total
principal balance of all classes of a series will not be greater than the total
outstanding principal balance of the related mortgage assets transferred by us
to the related trust. We will specify the expected initial total principal
balance of each class of offered certificates in the related prospectus
supplement.

     The payments of principal to be made on a series of offered certificates
from time to time will, in general, be a function of the payments, other
collections and advances received or made as described in the related prospectus
supplement. Payments of principal on a series of offered certificates may also
be made from the following sources--

     o    amounts attributable to interest accrued but not currently payable on
          one or more other classes of certificates of the applicable series;

     o    interest received or advanced on the underlying mortgage assets that
          is in excess of the interest currently accrued on the certificates of
          the applicable series;

     o    prepayment premiums, fees and charges, payments from equity
          participations or any other amounts received on the underlying
          mortgage assets that do not constitute interest or principal; or

     o    any other amounts described in the related prospectus supplement.

     We will describe in the related prospectus supplement the principal
entitlement of each class of offered certificates on each payment date.

ALLOCATION OF LOSSES AND SHORTFALLS

     If and to the extent that any losses or shortfalls in collections on the
mortgage assets in any of our trusts are not covered or offset by delinquency
advances or draws on any reserve fund or under any instrument of credit support,
they will be allocated among the various 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, the allocations may be effected as follows--

     o    by reducing the entitlements to interest and/or the total principal
          balances of one or more of those classes; and/or

     o    by establishing a priority of payments among those classes.

     See "Description of Credit Support."


                                       62


ADVANCES

     If any trust established by us includes mortgage loans, then as and to the
extent described in the related prospectus supplement, the related master
servicer, the related special servicer, the related trustee, any related
provider of credit support and/or any other specified person may be obligated to
make, or may have the option of making, advances with respect to those mortgage
loans to cover--

     o    delinquent payments of principal and/or interest, other than balloon
          payments;

     o    property protection expenses;

     o    other servicing expenses; or

     o    any other items specified in the related prospectus supplement.

     If there are any limitations with respect to a party's advancing
obligations, we will discuss those limitations in the related prospectus
supplement.

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to certificateholders. Advances are not a guarantee against
losses. The advancing party will be entitled to recover all of its advances out
of--

     o    subsequent recoveries on the related mortgage loans, including amounts
          drawn under any fund or instrument constituting credit support; and

     o    any other specific sources identified in the related prospectus
          supplement.

     If and to the extent that we so specify in the related prospectus
supplement, any entity making advances will be entitled to receive interest on
some or all of those advances for a specified period during which they are
outstanding at the rate specified in that prospectus supplement. That entity may
be entitled to payment of interest on its outstanding advances--

     o    periodically from general collections on the mortgage assets in the
          related trust, prior to any payment to the related series of
          certificateholders; or

     o    at any other times and from any other sources as we may describe in
          the related prospectus supplement.

     If any trust established by us includes mortgage-backed securities, we will
discuss in the related prospectus supplement any comparable advancing
obligations with respect to those securities or the mortgage loans that back
them.

REPORTS TO CERTIFICATEHOLDERS

     On or about each payment date, the related master servicer, manager or
trustee will forward to each offered certificateholder a statement substantially
in the form, or specifying the information, set forth in the related prospectus
supplement. In general, that statement will include information regarding--

     o    the payments made on that payment date with respect to the applicable
          class of offered certificates; and

     o    the recent performance of the mortgage assets.

     Within a reasonable period of time after the end of each calendar year, the
related master servicer, manager or trustee, as the case may be, will be
required to furnish to each person who at any time during the calendar year was
a holder of an offered certificate a statement containing information regarding
the principal, interest and other amounts paid on the applicable class of
offered certificates, aggregated for--

     o    that calendar year; or

     o    the applicable portion of that calendar year during which the person
          was a certificateholder.



                                       63


The obligation to provide that annual statement will be deemed to have been
satisfied by the related master servicer, manager or trustee, as the case may
be, to the extent that substantially comparable information is provided in
accordance with any requirements of the Internal Revenue Code of 1986.

     If one of our trusts includes mortgage-backed securities, the ability of
the related master servicer, manager or trustee, as the case may be, to include
in any payment date statement information regarding the mortgage loans that back
those securities will depend on comparable reports being received with respect
to them.

VOTING RIGHTS

     Voting rights will be allocated among the respective classes of offered and
non-offered certificates of each series in the manner described in the related
prospectus supplement. Certificateholders will generally not have a right to
vote, except--

     o    with respect to those amendments to the governing documents described
          under "Description of the Governing Documents--Amendment"; or

     o    as otherwise specified in this prospectus or in the related prospectus
          supplement.

     As and to the extent described in the related prospectus supplement, the
certificateholders entitled to a specified amount of the voting rights for a
particular series will have the right to act as a group to remove or replace the
related trustee, master servicer, special servicer or manager. In general, that
removal or replacement must be for cause. We will identify exceptions in the
related prospectus supplement.

TERMINATION

     The trust for each series of offered certificates will terminate and cease
to exist following--

     o    the final payment or other liquidation of the last mortgage asset in
          that trust; and

     o    the payment, or provision for payment, to the certificateholders of
          that series of all amounts required to be paid to them.

     Written notice of termination of a trust will be given to each affected
certificateholder. The final payment will be made only upon presentation and
surrender of the certificates of the related series at the location to be
specified in the notice of termination.

     If we so specify in the related prospectus supplement, one or more
designated parties will be entitled to purchase all of the mortgage assets
underlying a series of offered certificates, thereby effecting early retirement
of the certificates and early termination of the related trust. We will describe
in the related prospectus supplement the circumstances under which that purchase
may occur.

     If we so specify in the related prospectus supplement, one or more
certificateholders will be entitled to exchange all of the certificates of a
particular series for all of the mortgage assets underlying that series, thereby
effecting early termination of the related trust. We will describe in the
related prospectus supplement the circumstances under which that exchange may
occur.

     In addition, if we so specify in the related prospectus supplement, on a
specified date or upon the reduction of the total principal balance of a
specified class or classes of certificates by a specified percentage or amount,
a party designated in the related prospectus supplement may be authorized or
required to solicit bids for the purchase of all the mortgage assets of the
related trust or of a sufficient portion of the mortgage assets to retire that
class or those classes of certificates. The solicitation of bids must be
conducted in a commercially reasonable manner, and assets will, in general, be
sold at their fair market value. If the fair market value of the mortgage assets
being sold is less than their unpaid balance, then the certificateholders of one
or more classes of certificates may receive an amount less than the total
principal balance of, and accrued and unpaid interest on, their certificates.

                                       64


BOOK-ENTRY REGISTRATION

     General. Any class of offered certificates may be issued in book-entry form
through the facilities of DTC. If so, that class will be represented by one or
more global certificates registered in the name of DTC or its nominee. If we so
specify in the related prospectus supplement, we will arrange for clearance and
settlement through the Euroclear System or Clearstream Banking, societe anonyme,
for so long as they are participants in DTC.

     DTC, Euroclear and Clearstream, Luxembourg. DTC is--

     o    a limited-purpose trust company organized under the New York Banking
          Law;

     o    a "banking corporation" within the meaning of the New York Banking
          Law;

     o    a member of the Federal Reserve System;

     o    a "clearing corporation" within the meaning of the New York Uniform
          Commercial Code; and

     o    a "clearing agency" registered under the provisions of Section 17A of
          the Securities Exchange Act of 1934, as amended.

     DTC was created to hold securities for participants in the DTC system and
to facilitate the clearance and settlement of securities transactions between
those participants through electronic computerized book-entry changes in their
accounts, thereby eliminating the need for physical movement of securities
certificates. Organizations that maintain accounts with DTC include securities
brokers and dealers, banks, trust companies and clearing corporations and may
include other organizations. DTC is owned by a number of its participating
organizations and by the New York Stock Exchange, Inc., the American Stock
Exchange, Inc. and the National Association of Securities Dealers, Inc. Access
to the DTC system is also available to others such as banks, brokers, dealers
and trust companies that directly or indirectly clear through or maintain a
custodial relationship with one of the organizations that maintains an account
with DTC. The rules applicable to DTC and its participating organizations are on
file with the SEC.

     It is our understanding that Clearstream, Luxembourg 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, thereby eliminating the
need for physical movement of certificates. Transactions may be settled in
Clearstream, Luxembourg in over 28 currencies, including United States dollars.
Clearstream, Luxembourg provides to its member organizations, among other
things, services for safekeeping, administration, clearance and settlement of
internationally traded securities and securities lending and borrowing.
Clearstream, Luxembourg interfaces with domestic securities markets in over 30
countries through established depository and custodial relationships.
Clearstream, Luxembourg is registered as a bank in Luxembourg. It is subject to
regulation by the Banque Centrale du Luxembourg, which supervises Luxembourg
banks. Clearstream, Luxembourg's customers are world-wide financial institutions
including underwriters, securities brokers and dealers, banks, trust companies
and clearing corporations. Clearstream, Luxembourg's U.S. customers are limited
to securities brokers and dealers, and banks. Indirect access to Clearstream,
Luxembourg is available to other institutions that clear through or maintain a
custodial relationship with an account holder of Clearstream, Luxembourg.
Clearstream, Luxembourg and Euroclear have established an electronic bridge
between their two systems across which their respective participants may settle
trades with each other.

     It is our understanding that Euroclear holds securities for its member
organizations and facilitates clearance and settlement of securities
transactions between its member organizations through simultaneous electronic
book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Over 210,000 different securities are accepted for
settlement through Euroclear, the majority of which are domestic securities from
over 30 markets. Transactions may be settled in Euroclear in any of over 30
currencies, including United States dollars. The Euroclear system includes
various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries generally similar to the
arrangements for cross-market transfers with DTC described below in this
"--Book-Entry Registration" section. Euroclear is operated by Euroclear Bank
S.A./N.V., as Euroclear Operator, under a license agreement with Euroclear
Clearance System Public Limited Company. 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
Clearance System. Indirect access to the Euroclear system is also available to
other firms that clear through or maintain a custodial relationship with a
member

                                       65


organization of Euroclear, either directly or indirectly. Euroclear and
Clearstream, Luxembourg 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 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.

     The information in this prospectus concerning DTC, Euroclear and
Clearstream, Luxembourg, and their book-entry systems, has been obtained from
sources believed to be reliable, but we do not take any responsibility for the
accuracy or completeness of that information.

     Holding and Transferring Book-Entry Certificates. Purchases of book-entry
certificates under the DTC system must be made by or through, and will be
recorded on the records of, the Financial Intermediary that maintains the
beneficial owner's account for that purpose. In turn, the Financial
Intermediary's ownership of those certificates will be recorded on the records
of DTC or, alternatively, if the Financial Intermediary does not maintain an
account with DTC, on the records of a participating firm that acts as agent for
the Financial Intermediary, whose interest will in turn be recorded on the
records of DTC. A beneficial owner of book-entry certificates must rely on the
foregoing procedures to evidence its beneficial ownership of those certificates.
DTC has no knowledge of the actual beneficial owners of the book-entry
certificates. DTC's records reflect only the identity of the direct participants
to whose accounts those certificates are credited, which may or may not be the
actual beneficial owners. The participants in the DTC system will remain
responsible for keeping account of their holdings on behalf of their customers.

     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,
Luxembourg, or between persons or entities participating indirectly in Euroclear
or Clearstream, Luxembourg, 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, Luxembourg, on the other,
will be effected through DTC in accordance with DTC's rules and the rules of
Euroclear or Clearstream, Luxembourg, as applicable. These cross-market
transactions will require, among other things, delivery of instructions by the
applicable member organization to Euroclear or Clearstream, Luxembourg, as the
case may be, in accordance with the rules and procedures and within deadlines,
Brussels time, established in Euroclear or Clearstream, Luxembourg, as the case
may be. If the transaction complies with all relevant requirements, Euroclear or
Clearstream, Luxembourg, 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, Luxembourg 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, Luxembourg, 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, Luxembourg on the same day. Cash received in Euroclear or
Clearstream, Luxembourg as a result of sales of interests in a book-entry
certificate by or through a member organization of Euroclear or Clearstream,
Luxembourg, 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, Luxembourg cash
account until the business day following settlement in DTC. The related
prospectus supplement will contain additional information regarding clearance
and settlement procedures for the book-entry certificates and with respect to
tax documentation procedures relating to the book-entry certificates.

     Conveyance of notices and other communications by DTC to DTC participants,
and by DTC participants to Financial Intermediaries and beneficial owners, will
be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

                                       66


     Payments on the book-entry certificates will be made to DTC. DTC's practice
is to credit DTC participants' accounts on the related payment 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
those payments by DTC participants to Financial Intermediaries and beneficial
owners will be--

     o    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

     o    the sole responsibility of each of those DTC participants, subject to
          any statutory or regulatory requirements in effect from time to time.

     Under a book-entry system, beneficial owners may receive payments after the
related payment date.

     The only "certificateholder" of book-entry certificates will be DTC or its
nominee. Parties to the governing documents for any series of offered
certificates need not recognize beneficial owners of book-entry certificates as
"certificateholders." The beneficial owners of book-entry certificates will be
permitted to exercise the rights of "certificateholders" only indirectly through
the DTC participants, who in turn will exercise their rights through DTC. We
have been informed that DTC will take action permitted to be taken by a
"certificateholder" only at the direction of one or more DTC participants. DTC
may take conflicting actions with respect to the book-entry certificates to the
extent that those actions are taken on behalf of Financial Intermediaries whose
holdings include those certificates.

     Because DTC can act only on behalf of DTC participants, who in turn act on
behalf of Financial Intermediaries and beneficial owners of the applicable
book-entry securities, the ability of a beneficial owner to pledge its interest
in a class of book-entry certificates to persons or entities that do not
participate in the DTC system, or otherwise to take actions with respect to its
interest in a class of book-entry certificates, may be limited due to the lack
of a physical certificate evidencing that interest.

     Issuance of Definitive Certificates. Unless we specify otherwise in the
related prospectus supplement, beneficial owners of offered certificates
initially issued in book-entry form will not be able to obtain physical
certificates that represent those offered certificates, unless--

     o    we advise the related trustee in writing that DTC is no longer willing
          or able to discharge properly its responsibilities as depository with
          respect to those offered certificates and we are unable to locate a
          qualified successor; or

     o    we notify DTC of our intent to terminate the book-entry system through
          DTC and, upon receipt of notice of such intent from DTC, the
          participants holding beneficial interests in the certificates agree to
          initiate such termination.

     Upon the occurrence of either of the two events described in the prior
paragraph, the related trustee or another designated party will be required to
notify all DTC participants of the availability through DTC of physical
certificates with respect to the affected offered certificates. Upon surrender
by DTC of the certificate or certificates representing a class of book-entry
offered certificates, together with instructions for registration, the related
trustee or other designated party will be required to issue to the beneficial
owners identified in those instructions physical certificates representing those
offered certificates.

                     DESCRIPTION OF THE GOVERNING DOCUMENTS

GENERAL

     The "Governing Document" for purposes of issuing the offered certificates
of each series will be a pooling and servicing agreement or other similar
agreement or collection of agreements. In general, the parties to the Governing
Document for a series of offered certificates will include us, a trustee, a
master servicer and a special servicer. However, if the related trust assets
include mortgage-backed securities, the Governing Document may include a manager
as a party, but may not include a master servicer, special servicer or other
servicer as a party. We will identify in the related prospectus supplement the
parties to the Governing Document for a series of offered certificates.

                                       67


     If we so specify in the related prospectus supplement, a party from whom we
acquire mortgage assets or one of its affiliates may perform the functions of
master servicer, special servicer or manager for the trust to which we transfer
those assets. If we so specify in the related prospectus supplement, the same
person or entity may act as both master servicer and special servicer for one of
our trusts.

     Any party to the Governing Document for a series of offered certificates,
or any of its affiliates, may own certificates issued thereunder. However,
except in limited circumstances, including with respect to required consents to
amendments to the Governing Document for a series of offered certificates,
certificates that are held by the related master servicer, special servicer or
manager 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 the Governing Document for each series of offered certificates
will vary depending upon the nature of the certificates to be issued thereunder
and the nature of the related trust assets. The following summaries describe
select provisions that may appear in the Governing Document for each series of
offered certificates. The prospectus supplement for each series of offered
certificates will provide material additional information regarding the
Governing Document for that series. The summaries in this prospectus do not
purport to be complete, and you should refer to the provisions of the Governing
Document for your offered certificates and, further, to the description of those
provisions in the related prospectus supplement. We will provide a copy of the
Governing Document, exclusive of exhibits, that relates to your offered
certificates, without charge, upon written request addressed to our principal
executive offices specified under "Credit Suisse First Boston Mortgage
Securities Corp."

ASSIGNMENT OF MORTGAGE ASSETS

     At the time of initial issuance of any series of offered certificates, we
will assign or cause to be assigned to the designated trustee the mortgage
assets and any other assets to be included in the related trust. We will specify
in the related prospectus supplement all material documents to be delivered, and
all other material actions to be taken, by us or any prior holder of the related
mortgage assets in connection with that assignment. We will also specify in the
related prospectus supplement any remedies available to the related
certificateholders, or the related trustee on their behalf, in the event that
any of those material documents are not delivered or any of those other material
actions are not taken as required. Concurrently with that assignment, the
related trustee will deliver to us or our designee the certificates of that
series in exchange for the mortgage assets and the other assets to be included
in the related trust.

     Each mortgage asset included in one of our trusts will be identified in a
schedule appearing as an exhibit to the related Governing Document. That
schedule generally will include detailed information about each mortgage asset
transferred to the related trust, including--

     o    in the case of a mortgage loan--

          1.   the address of the related real property,

          2.   the mortgage interest rate and, if applicable, the applicable
               index, gross margin, adjustment date and any rate cap
               information,

          3.   the remaining term to maturity,

          4.   the remaining amortization term if that mortgage loan is a
               balloon loan, and

          5.   the outstanding principal balance; and

     o    in the case of a mortgage-backed security--

          1.   the outstanding principal balance, and

          2.   the pass-through rate or coupon rate.



                                       68


REPRESENTATIONS AND WARRANTIES WITH RESPECT TO MORTGAGE ASSETS

     Unless otherwise specified in the related prospectus supplement, the
unaffiliated seller of a mortgage loan to us or any of our affiliates (or the
master servicer, if the unaffiliated seller is also the master servicer under
the Governing Document) will have made representations and warranties in respect
of the mortgage loans it is selling to us or our affiliates. Those
representations and warranties will generally include, among other things--

     o    with respect to each mortgaged property, that title insurance or, in
          the case of mortgaged properties located in areas where title
          insurance policies are generally not available, an attorney's opinion
          of title and any required hazard insurance was effective at the
          origination of each mortgage loan, and that each policy remained in
          effect on the date of purchase of the mortgage loan from the
          unaffiliated seller;

     o    that the unaffiliated seller had good title to each mortgage loan;

     o    with respect to each mortgaged property, that each mortgage
          constituted a valid first lien on the mortgaged property, subject only
          to permissible title insurance exceptions and other permitted
          encumbrances, unless otherwise specified in the related prospectus
          supplement;

     o    that, to the unaffiliated seller's knowledge, there were no delinquent
          tax or assessment liens against the mortgaged property; and

     o    that each mortgage loan was current as to all required debt service
          payments (unless otherwise specified in the related prospectus
          supplement).

     The unaffiliated seller in respect of a mortgage loan will make its
representations and warranties to us or our affiliates as of the date of sale. A
substantial period of time may have elapsed between such date and the date of
the initial issuance a series of offered certificate and the particular mortgage
loan. Because the representations and warranties do not address events that may
occur following the sale of a mortgage loan by it, its repurchase obligation
described below will not arise if, on or after the date of the sale of a
mortgage loan by the unaffiliated seller to us or our affiliates, the relevant
event occurs that would have given rise to such an obligation. 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 us to believe that the
representations and warranties of an unaffiliated seller will not be accurate
and complete in all material respects in respect of that mortgage loan as of the
date listed in the related prospectus supplement. The related prospectus
supplement may provide that we will make certain representations and warranties
for the benefit of holders of certificates in respect of a mortgage loan that
relate to the period commencing on the date of sale of that mortgage loan to us
or our affiliates.

     Unless otherwise set forth or specified in the related prospectus
supplement, upon the discovery of the breach of any representation or warranty
made by an unaffiliated seller in respect of a mortgage loan that materially and
adversely affects the interests of holders of the related series, that
unaffiliated seller or, if so specified in the related prospectus supplement,
the master servicer will be obligated to repurchase the mortgage loan at a
purchase price that, unless otherwise specified in the related prospectus
supplement, will equal to 100% of the unpaid principal balance thereof at the
date of repurchase or, in the case of a series of certificates as to which the
we have elected to treat the related trust as a REMIC, at a price as may be
necessary to avoid a tax on a prohibited transaction, as described in Section
860F(a) of the Internal Revenue Code of 1986 as amended, in each case together
with accrued interest at the pass-through rate to the first day of the month
following the repurchase and the amount of any unreimbursed advances made by the
master servicer in respect of such mortgage loan. The master servicer or other
specified party to the related Governing Document will be required to enforce
this obligation of the unaffiliated seller for the benefit of the trustee and
the certificateholders, following the practices it would employ in its good
faith business judgment were it the owner of such mortgage loan. Unless
otherwise specified in the applicable prospectus supplement and subject to the
ability of the unaffiliated seller or the master servicer to deliver substitute
mortgage loans for certain mortgage loans as described below, this repurchase
obligation constitutes the sole remedy available to the certificateholders of
the affected series for a breach of a representation or warranty by an
unaffiliated seller.

     Any obligation of the master servicer to purchase a mortgage loan if an
unaffiliated seller defaults on its obligation to do so is subject to
limitations, and no assurance can be given that an unaffiliated seller will
carry out its repurchase obligation with respect to the mortgage loans.

     If and as specified in the related prospectus supplement, we will make
representations and warranties with respect to the mortgage loans in a mortgage
pool. Upon a breach of any representation or warranty by us that materially and
adversely


                                       69


affects the interests of the certificateholders, we will be obligated either to
cure the breach in all material respects or to purchase the related mortgage
loan at the purchase price set forth above. Unless otherwise specified in the
applicable prospectus supplement and subject to our ability to deliver
substitute mortgage loans for certain mortgage loans as described below, this
repurchase obligation constitutes the sole remedy available to the
certificateholders or the trustee for a breach of representation or warranty by
us.

     The proceeds for the repurchase of a mortgage loan will be distributed into
one or more accounts as called for under the related Governing Document.

     Within the period of time specified in the related prospectus supplement,
following the issuance of a series of certificates, we, the master servicer or
the unaffiliated seller, as the case may be, may deliver to the trustee mortgage
loans in substitution for any one or more of the mortgage loans initially
included in the trust but which do not conform in one or more respects to the
description thereof contained in the related prospectus supplement, as to which
a breach of a representation or warranty is discovered, which breach materially
and adversely affects the interests of the certificateholders, or as to which a
document in the related mortgage loan file is defective in any material respect.

     Unless otherwise specified in the related prospectus supplement, the
required characteristics of any substitute mortgage loan will generally include,
among other things, that the substitute mortgage loan on the date of
substitution, will--

     o    have an outstanding principal balance, after deduction of all
          scheduled payments due in the month of substitution, not in excess of
          the outstanding principal balance of the removed mortgage loan, with
          the amount of any shortfall to be distributed to certificateholders in
          the month of substitution;

     o    have a per annum interest rate not less than, and not more than 1%
          greater than, the per annum interest rate of the removed mortgage
          loan;

     o    have a remaining term to maturity not greater than, and not more than
          one year less than, that of the removed mortgage loan; and

     o    comply with all the representations and warranties set forth in the
          Governing Document as of the date of substitution.

COLLECTION AND OTHER SERVICING PROCEDURES WITH RESPECT TO MORTGAGE LOANS

     The Governing Document for each series of offered certificates will govern
the servicing and administration of any mortgage loans included in the related
trust.

     In general, the related master servicer and special servicer, directly or
through sub-servicers, will be obligated to service and administer for the
benefit of the related certificateholders the mortgage loans in any of our
trusts. The master servicer and the special servicer will be required to service
and administer those mortgage loans in accordance with applicable law and,
further, in accordance with the terms of the related Governing Document, the
mortgage loans themselves and any instrument of credit support included in that
trust. Subject to the foregoing, the master servicer and the special servicer
will each have full power and authority to do any and all things in connection
with that servicing and administration that it may deem necessary and desirable.

     As part of its servicing duties, each of the master servicer and the
special servicer for one of our trusts will be required to make reasonable
efforts to collect all payments called for under the terms and provisions of the
related mortgage loans that it services. In general, each of the master servicer
and the special servicer for one of our trusts will be obligated to follow the
same collection procedures as it would follow for comparable mortgage loans held
for its own account, provided that--

     o    those procedures are consistent with the terms of the related
          Governing Document; and

     o    they do not impair recovery under any instrument of credit support
          included in the related trust.

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     Consistent with the foregoing, the master servicer and the special servicer
will each be permitted, in its discretion, to waive any default interest or late
payment charge in connection with collecting a late payment on any defaulted
mortgage loan.

     The master servicer and/or the special servicer for one or our trusts,
directly or through sub-servicers, will also be required to perform various
other customary functions of a servicer of comparable loans, including--

     o    maintaining escrow or impound accounts for the payment of taxes,
          insurance premiums, ground rents and similar items, or otherwise
          monitoring the timely payment of those items;

     o    ensuring that the related properties are properly insured;

     o    attempting to collect delinquent payments;

     o    supervising foreclosures;

     o    negotiating modifications;

     o    responding to borrower requests for partial releases of the encumbered
          property, easements, consents to alteration or demolition and similar
          matters;

     o    protecting the interests of certificateholders with respect to senior
          lienholders;

     o    conducting inspections of the related real properties on a periodic or
          other basis;

     o    collecting and evaluating financial statements for the related real
          properties;

     o    managing or overseeing the management of real properties acquired on
          behalf of the trust through foreclosure, deed-in-lieu of foreclosure
          or otherwise; and

     o    maintaining servicing records relating to mortgage loans in the trust.

     We will specify in the related prospectus supplement when, and the extent
to which, servicing of a mortgage loan is to be transferred from a master
servicer to a special servicer. In general, a special servicer for any of our
trusts will be responsible for the servicing and administration of--

     o    mortgage loans that are delinquent with respect to a specified number
          of scheduled payments;

     o    mortgage loans as to which there is a material non-monetary default;

     o    mortgage loans as to which the related borrower has--

          1.   entered into or consented to bankruptcy, appointment of a
               receiver or conservator or similar insolvency proceeding, or

          2.   become the subject of a decree or order for such a proceeding
               which has remained in force, undischarged or unstayed for a
               specified number of days; and

     o    real properties acquired as part of the trust with respect to
          defaulted mortgage loans.

     The related Governing Document also may provide that if a default on a
mortgage loan in the related trust has occurred or, in the judgment of the
related master servicer, a payment default is reasonably foreseeable, the
related master servicer may elect to transfer the servicing of that mortgage
loan, in whole or in part, to the related special servicer. When the
circumstances no longer warrant a special servicer's continuing to service a
particular mortgage loan, such as when the related borrower is paying in
accordance with the forbearance arrangement entered into between the special
servicer and that borrower, the master servicer will generally resume the
servicing duties with respect to the particular mortgage loan.

                                       71


     A borrower's failure to make required mortgage loan payments may mean that
operating income from the related real property 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 otherwise to
maintain and insure the related real property. In general, with respect to each
series of offered certificates, the related special servicer will be required to
monitor any mortgage loan in the related trust that is in default, evaluate
whether the causes of the default can be corrected over a reasonable period
without significant impairment of the value of the related real property,
initiate corrective action in cooperation with the mortgagor if cure is likely,
inspect the related real property and take any other actions as it deems
necessary and appropriate. A significant period of time may elapse before a
special servicer is able to assess the success of any corrective action or the
need for additional initiatives. The time within which a special servicer can--

     o    make the initial determination of appropriate action;

     o    evaluate the success of corrective action;

     o    develop additional initiatives;

     o    institute foreclosure proceedings and actually foreclose; or

     o    accept a deed to a real property in lieu of foreclosure, on behalf of
          the certificateholders of the related series,

may vary considerably depending on the particular mortgage loan, the related
real property, the borrower, the presence of an acceptable party to assume the
mortgage loan and the laws of the jurisdiction in which the related real
property is located. If a borrower files a bankruptcy petition, the special
servicer may not be permitted to accelerate the maturity of the defaulted loan
or to foreclose on the related real property for a considerable period of time.
See "Legal Aspects of Mortgage Loans--Bankruptcy Laws."

     A special servicer for one of our trusts may also perform limited duties
with respect to mortgage loans in that trust for which the related master
servicer is primarily responsible, such as--

     o    performing property inspections; and

     o    collecting and evaluating financial statements.

     A master servicer for one of our trusts may perform limited duties with
respect to any mortgage loan in that trust for which the related special
servicer is primarily responsible, such as--

     o    continuing to receive payments on the mortgage loan;

     o    making calculations with respect to the mortgage loan; and

     o    making remittances and preparing reports to the related trustee and/or
          certificateholders with respect to the mortgage loan.

     The duties of the master servicer and special servicer for your series will
be more fully described in the related prospectus supplement.

     Unless we state otherwise in the related prospectus supplement, the master
servicer for your series will be responsible for filing and settling claims with
respect to particular mortgage loans for your series under any applicable
instrument of credit support. See "Description of Credit Support" in this
prospectus.

SUB-SERVICERS

     A master servicer or special servicer may delegate its servicing
obligations to one or more third-party servicers or sub-servicers. However,
unless we specify otherwise in the related prospectus supplement, the master
servicer or special servicer will remain obligated under the related Governing
Document. Each sub-servicing agreement between a master


                                       72


servicer or special servicer, as applicable, and a sub-servicer must provide for
servicing of the applicable mortgage loans consistent with the related Governing
Document. Any master servicer and special servicer for one of our trusts will
each be required to monitor the performance of sub-servicers retained by it.

     Unless we specify otherwise in the related prospectus supplement, any
master servicer or special servicer for one of our trusts will be solely liable
for all fees owed by it to any sub-servicer, regardless of whether the master
servicer's or special servicer's compensation under the related Governing
Document is sufficient to pay those fees. Each sub-servicer will be entitled to
reimbursement from the master servicer or special servicer, as the case may be,
that retained it, for expenditures which it makes, generally to the same extent
the master servicer or special servicer would be reimbursed under the related
Governing Document.

COLLECTION OF PAYMENTS ON MORTGAGE-BACKED SECURITIES

     Unless we specify otherwise in the related prospectus supplement, if a
mortgage-backed security is included among the trust assets underlying any
series of offered certificates, then--

     o    that mortgage-backed security will be registered in the name of the
          related trustee or its designee;

     o    the related trustee will receive payments on that mortgage-backed
          security; and

     o    subject to any conditions described in the related prospectus
          supplement, the related trustee or a designated manager will, on
          behalf and at the expense of the trust, exercise all rights and
          remedies with respect to that mortgaged-backed security, including the
          prosecution of any legal action necessary in connection with any
          payment default.

MATTERS REGARDING THE MASTER SERVICER, THE SPECIAL SERVICER, THE MANAGER AND US

     Unless we specify otherwise in the related prospectus supplement, no master
servicer, special servicer or manager for any of our trusts may resign from its
obligations in that capacity, except upon--

     o    the appointment of, and the acceptance of that appointment by, a
          successor to the resigning party and receipt by the related trustee of
          written confirmation from each applicable rating agency that the
          resignation and appointment will not result in a withdrawal or
          downgrade of any rating assigned by that rating agency to any class of
          certificates of the related series; or

     o    a determination that those 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 the resigning party.

     In general, no resignation will become effective until the related trustee
or other successor has assumed the obligations and duties of the resigning
master servicer, special servicer or manager, as the case may be.

     With respect to each series of offered certificates, we and the related
master servicer, special servicer and/or manager, if any, will in each case be
obligated to perform only those duties specifically required under the related
Governing Document.

     In no event will we or any master servicer, special servicer or manager for
one of our trusts, or any of our or its respective members, managers, directors,
officers, employees or agents, be under any liability to that trust or the
related certificateholders for any action taken, or not taken, in good faith
under the related Governing Document or for errors in judgment. Neither we nor
any of those other persons or entities will be protected, however, against any
liability that would otherwise be imposed by reason of--

     o    willful misfeasance, bad faith, or negligence in the performance of
          obligations or duties under the Governing Document for any series of
          offered certificates; or

     o    reckless disregard of those obligations and duties.



                                       73


     Furthermore, the Governing Document for each series of offered certificates
will entitle us, the master servicer, special servicer and/or manager for the
related trust, and our and their respective members, managers, directors,
officers, employees and agents, to indemnification out of the related trust
assets for any loss, liability or expense incurred in connection with any claim
or legal action that relates to that Governing Document or series of offered
certificates or to the related trust. The indemnification will not extend,
however, to any loss, liability or expense--

     o    specifically required to be borne by the relevant party, without right
          of reimbursement, under the terms of that Governing Document;

     o    incurred in connection with any legal action against the relevant
          party resulting from any breach of a representation or warranty made
          in that Governing Document; or

     o    incurred in connection with any legal action against the relevant
          party resulting from any willful misfeasance, bad faith or negligence
          in the performance of obligations or duties under that Governing
          Document.

     Neither we nor any master servicer, special servicer or manager for the
related trust will be under any obligation to appear in, prosecute or defend any
legal action unless--

     o    the action is related to the respective responsibilities of that party
          under the Governing Document for the affected series of offered
          certificates; and

     o    either--

          1.   that party is specifically required to bear the expense of the
               action, or

          2.   the action will not, in its opinion, involve that party in any
               ultimate expense or liability for which it would not be
               reimbursed under the Governing Document for the affected series
               of offered certificates.

     However, we and each of those other parties may undertake any legal action
that may be necessary or desirable with respect to the enforcement or protection
of the rights and duties of the parties to the Governing Document for any series
of offered certificates and the interests of the certificateholders of that
series under that Government Document. In that event, the legal expenses and
costs of the action, and any liability resulting from the action, will be
expenses, costs and liabilities of the related trust and payable out of related
trust assets.

         With limited exception, any person or entity--

     o    into which we or any related master servicer, special servicer or
          manager may be merged or consolidated;

     o    resulting from any merger or consolidation to which we or any related
          master servicer, special servicer or manager is a party; or

     o    succeeding to our business or the business of any related master
          servicer, special servicer or manager,

will be the successor of us or that master servicer, special servicer or
manager, as the case may be, under the Governing Document for a series of
offered certificates.

     The compensation arrangements with respect to any master servicer, special
servicer or manager for any of our trusts will be set forth in the related
prospectus supplement. In general, that compensation will be payable out of the
related trust assets.

EVENTS OF DEFAULT

     We will identify in the related prospectus supplement the various events of
default under the Governing Document for each series of offered certificates for
which any related master servicer, special servicer or manager may be terminated
in that capacity.


                                       74


AMENDMENT

     The Governing Document for each series of offered certificates may be
amended by the parties thereto, without the consent of any of the holders of
those certificates, or of any non-offered certificates of the same series, for
the following reasons--

     1.   to cure any ambiguity;

     2.   to correct, modify or supplement any provision in the Governing
          Document which may be inconsistent with any other provision in that
          document or to correct any error;

     3.   to make any other provisions with respect to matters or questions
          arising under the Governing Document that are not inconsistent with
          the existing provisions of that document;

     4.   to maintain a rating or ratings assigned to a series of certificates.

     Further, the Governing Document may also provide that the parties to the
Governing Document may amend it without the consent of the holders of
certificates to modify, eliminate or add provisions that are necessary to
maintain the qualification of any REMIC created under the Governing Document as
a REMIC while certificates remain outstanding. Any action taken to maintain
REMIC status must be necessary or helpful to maintain REMIC status as evidenced
by an opinion of counsel acceptable to the related trustee.

     The Governing Document may also provide that any amendment made to it must
be accompanied by an opinion of counsel stating that the amendment will not
adversely affect the REMIC status of any series of certificates.

     The prospectus supplement for an individual series of certificates may
describe other or different provisions concerning the amendment of the Governing
Document.

     However, no amendment of the Governing Document for any series of offered
certificates covered solely by clause 3. of the first paragraph of this
"--Amendment" section, may adversely affect in any material respect the
interests of any holders of offered or non-offered certificates of that series
as evidenced by an opinion of counsel acceptable to us and the trustee for the
related series.

     In general, the Governing Document for a series of offered certificates may
also be amended by the parties to that document, with the consent of the holders
of offered and non-offered certificates representing, in total, not less than
51%, or any other percentage specified in the related prospectus supplement, of
all the voting rights allocated to those classes of that series that are
materially affected by the amendment. However, the Governing Document for a
series of offered certificates may not be amended to--

     o    reduce in any manner the amount of, or delay the timing of, payments
          received on the related mortgage assets which are required to be
          distributed on any offered or non-offered certificate of that series
          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 offered or non-offered certificates of that series in
          any other manner without the consent of the holders of all
          certificates of that class;

     o    modify the provisions of the Governing Document relating to amendments
          of that document without the consent of the holders of all offered and
          non-offered certificates of that series then outstanding; or

     o    alter the servicing standard set forth in the Governing Document
          without the consent of the holders of all offered and non-offered
          certificates of that series then outstanding.

THE TRUSTEE

     The trustee for each series of offered certificates will be named in the
related prospectus supplement. The commercial bank, banking association, banking
corporation or trust company that serves as trustee for any series of offered
certificates may have typical banking relationships with us and our affiliates
and with any of the other parties to the related


                                       75


Governing Document and its affiliates. The related Governing Document requires
that the trustee may not be affiliated with us, the master servicer or the
special servicer, and that it must satisfy additional requirements concerning
minimum capital and surplus.

DUTIES OF THE TRUSTEE

     The trustee for each series of offered certificates will not--

     o    make any representation as to the validity or sufficiency of those
          certificates, the related Governing Document or any underlying
          mortgage asset or related document; or

     o    be accountable for the use or application by or on behalf of any other
          party to the related Governing Document of any funds paid to that
          party with respect to those certificates or the underlying mortgage
          assets.

     If no event of default has occurred and is continuing under the related
Governing Document, the trustee for each series of offered certificates will be
required to perform only those duties specifically required under the related
Governing Document. However, upon receipt of any of the various certificates,
reports or other instruments required to be furnished to it under the related
Governing Document, the trustee must examine those documents and determine
whether they conform to the requirements of that Governing Document.

MATTERS REGARDING THE TRUSTEE

     As and to the extent described in the related prospectus supplement, the
fees and normal disbursements of the trustee for any series of offered
certificates may be the expense of the related master servicer or other
specified person or may be required to be paid by the related trust assets.

     The trustee for each series of offered certificates will be entitled to
indemnification, out of related trust assets, for any loss, liability or expense
incurred by that trustee in connection with its acceptance or administration of
its trusts under the related Governing Document.

     No trustee for any series of offered certificates 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 related Governing Document.

     No trustee for any series of offered certificates will be required to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties under the related Governing Document, or in the
exercise of any of its rights or powers, if it has reasonable grounds for
believing that repayment of those funds or adequate indemnity against that risk
or liability is not reasonably assured to it.

     The trustee for each series of offered certificates will be entitled to
execute any of its trusts or powers and perform any of its duties under the
related Governing Document, 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 agent or attorney appointed by it with due
care.

RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee for any series of offered certificates may resign at any time.
We will be obligated to appoint a successor to a resigning trustee. We may also
remove the trustee for any series of offered certificates if that trustee ceases
to be eligible to continue under the related Governing Document or if that
trustee becomes insolvent. Unless we indicate otherwise in the related
prospectus supplement, the trustee for any series of offered certificates may
also be removed at any time by the holders of the offered and non-offered
certificates of that series evidencing not less than 51%, or any other
percentage specified in the related prospectus supplement, of the voting rights
for that series. However, if the removal was without cause, the
certificateholders effecting the removal may be responsible for any costs and
expenses incurred by the terminated trustee in connection with its removal. Any
resignation or removal of a trustee and appointment of a successor trustee will
not become effective until acceptance of the appointment by the successor
trustee.

                                       76


                          DESCRIPTION OF CREDIT SUPPORT

GENERAL

     Credit support may be provided with respect to one or more classes of the
offered certificates of any series or with respect to the related mortgage
assets. That credit support may be in the form of any of the following--

     o    the subordination of one or more other classes of certificates of the
          same series;

     o    the use of a letter of credit, a surety bond, an insurance policy, a
          guarantee or a credit derivative;

     o    the establishment of one or more reserve funds; or

     o    any combination of the foregoing.

     If and to the extent described in the related prospectus supplement, any of
the above forms of credit support may provide credit enhancement for non-offered
certificates, as well as offered certificates, or for more than one series of
certificates.

     If you are the beneficiary of any particular form of credit support, that
credit support may not protect you against all risks of loss and will not
guarantee payment to you of all amounts to which you are entitled under your
offered certificates. If losses or shortfalls occur that exceed the amount
covered by that credit support or that are of a type not covered by that credit
support, you will bear your allocable share of deficiencies. Moreover, if that
credit support covers the offered certificates of more than one class or series
and total losses on the related mortgage assets exceed the amount of that credit
support, it is possible that the holders of offered certificates of other
classes and/or series will be disproportionately benefited by that credit
support to your detriment.

     If you are the beneficiary of any particular form of credit support, we
will include in the related prospectus supplement a description of the
following--

     o    the nature and amount of coverage under that credit support;

     o    any conditions to payment not otherwise described in this prospectus;

     o    any conditions under which the amount of coverage under that credit
          support may be reduced and under which that credit support may be
          terminated or replaced; and

     o    the material provisions relating to that credit support.

     Additionally, we will set forth in the related prospectus supplement
information with respect to the obligor, if any, under any instrument of credit
support.

SUBORDINATE CERTIFICATES

     If and to the extent described in the related prospectus supplement, one or
more classes of certificates of any series may be subordinate to one or more
other classes of certificates of that series. If you purchase subordinate
certificates, your right to receive payments out of collections and advances on
the related trust assets on any payment date will be subordinated to the
corresponding rights of the holders of the more senior classes of certificates.
If and to the extent described in the related prospectus supplement, the
subordination of a class of certificates may not cover all types of losses or
shortfalls. In the related prospectus supplement, we will set forth information
concerning the method and amount of subordination provided by a class or classes
of subordinate certificates in a series and the circumstances under which that
subordination will be available.

     If the mortgage assets in any trust established by us 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 payments be made on senior certificates evidencing interests in
one group of those mortgage assets prior to payments on


                                       77


subordinate certificates evidencing interests in a different group of those
mortgage assets. We will describe in the related prospectus supplement the
manner and conditions for applying any cross-support provisions.

INSURANCE OR GUARANTEES WITH RESPECT TO MORTGAGE LOANS

     The mortgage loans included in any trust established by us may be covered
for some default risks by insurance policies or guarantees. If so, we will
describe in the related prospectus supplement the nature of those default risks
and the extent of that coverage.

LETTERS OF CREDIT

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by one or more letters of
credit, issued by a bank or other financial institution specified in the related
prospectus supplement. The issuer of a letter of credit will be obligated to
honor draws under that letter of credit in a total fixed dollar amount, net of
unreimbursed payments under the letter of credit, generally equal to a
percentage specified in the related prospectus supplement of the total principal
balance of some or all of the related mortgage assets as of the date the related
trust was formed or of the initial total principal balance of one or more
classes of certificates of the applicable series. The letter of credit may
permit draws only in the event of select 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 letter
of credit issuer under the letter of credit for any series of offered
certificates will expire at the earlier of the date specified in the related
prospectus supplement or the termination of the related trust.

CERTIFICATE INSURANCE AND SURETY BONDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by insurance policies or
surety bonds provided by one or more insurance companies or sureties. Those
instruments may cover, with respect to one or more classes of the offered
certificates of the related series, timely payments of interest and principal or
timely payments of interest and payments of principal on the basis of a schedule
of principal payments set forth in or determined in the manner specified in the
related prospectus supplement. We will describe in the related prospectus
supplement any limitations on the draws that may be made under any of those
instruments.

CREDIT DERIVATIVES

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered by credit derivatives, such
as credit default swaps and total return swaps. A credit derivative is a
financial instrument designed to offset losses and shortfalls derived from the
credit risk of an underlying or reference asset or the credit risk of an
underlying or reference credit. We will describe in the related prospectus
supplement when and how payments are made under the particular instrument and
the specific credit risk that is being covered.

RESERVE FUNDS

     If and to the extent described in the related prospectus supplement,
deficiencies in amounts otherwise payable on a series of offered certificates or
select classes of those certificates will be covered, to the extent of available
funds, by one or more reserve funds in which cash, a letter of credit, permitted
investments, a demand note or a combination of the foregoing, will be deposited,
in the amounts specified in the related prospectus supplement. If and to the
extent described in the related prospectus supplement, the reserve fund for the
related series of offered certificates may also be funded over time.

     Amounts on deposit in any reserve fund for a series of offered certificates
will be applied for the purposes, in the manner, and to the extent specified in
the related prospectus supplement. If and to the extent described in the related
prospectus supplement, reserve funds may be established to provide protection
only against select types of losses and shortfalls. Following each payment date
for the related series of offered certificates, amounts in a reserve fund in
excess of any required balance may be released from the reserve fund under the
conditions and to the extent specified in the related prospectus supplement.

                                       78


CREDIT SUPPORT WITH RESPECT TO MBS

     If and to the extent described in the related prospectus supplement, any
mortgage-backed security included in one of our trusts and/or the mortgage loans
that back that security may be covered by one or more of the types of credit
support described in this prospectus. We will specify in the related prospectus
supplement, as to each of those forms of credit support, the information
indicated above with respect to that mortgage-backed security, to the extent
that the information is material and available.

                         LEGAL ASPECTS OF MORTGAGE LOANS

     Most, if not all, of the mortgage loans underlying a series of offered
certificates will be secured by multifamily and commercial properties in the
United States, its territories and possessions. However, some of those mortgage
loans may be secured by multifamily and commercial properties outside the United
States, its territories and possessions.

     The following discussion contains general summaries of select legal aspects
of mortgage loans secured by multifamily and commercial properties in the United
States. Because these legal aspects are governed by applicable state law, which
may differ substantially from state to state, the summaries do not purport to be
complete, to reflect the laws of any particular state, or to encompass the laws
of all jurisdictions in which the security for the mortgage loans underlying the
offered certificates is situated. Accordingly, you should be aware that the
summaries are qualified in their entirety by reference to the applicable laws of
those states. See "Description of the Trust Assets--Mortgage Loans."

     If a significant percentage of mortgage loans underlying a series of
offered certificates are secured by properties in a particular state, we will
discuss the relevant state laws, to the extent they vary materially from this
discussion, in the related prospectus supplement.

GENERAL

     Each mortgage loan underlying a series of offered certificates will be
evidenced by a note or bond and secured by an instrument granting a security
interest in real property. The instrument granting a security interest in real
property 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 that real property is
located. Mortgages, deeds of trust and deeds to secure debt are often
collectively referred to in this prospectus as "mortgages." A mortgage creates a
lien upon, or grants a title interest in, the real property covered by the
mortgage, and represents the security for the repayment of the indebtedness
customarily evidenced by a promissory note. The priority of the lien created or
interest granted will depend on--

     o    the terms of the mortgage;

     o    the terms of separate subordination agreements or intercreditor
          agreements with others that hold interests in the real property;

     o    the knowledge of the parties to the mortgage; and

     o    in general, the order of recordation of the mortgage in the
          appropriate public recording office.

     However, the lien of a recorded mortgage will generally be subordinate to
later-arising liens for real estate taxes and assessments and other charges
imposed under governmental police powers.

TYPES OF MORTGAGE INSTRUMENTS

     There are two parties to a mortgage--

     o    a mortgagor, who is the owner of the encumbered interest in the real
          property; and

     o    a mortgagee, who is the lender.

     In general, the mortgagor is also the borrower.

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     In contrast, a deed of trust is a three-party instrument. The parties to a
deed of trust are--

     o    the trustor, who is the equivalent of a mortgagor;

     o    the trustee to whom the real property is conveyed; and

     o    the beneficiary for whose benefit the conveyance is made, who is the
          lender.

     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. Under a deed to secure
debt, the grantor, who is the equivalent of a mortgagor, conveys title to the
real property to the grantee, who is the lender, generally with a power of sale,
until the debt is repaid.

     Where the borrower is a land trust, there would be an additional party
because legal title to the property is held by a land trustee under a land trust
agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower may execute a separate undertaking to make
payments on the mortgage note. In no event is the land trustee personally liable
for the mortgage note obligation.

     The mortgagee's authority under a mortgage, the trustee's authority under a
deed of trust and the grantee's authority under a deed to secure debt are
governed by--

     o    the express provisions of the related instrument;

     o    the law of the state in which the real property is located;

     o    various federal laws; and

     o    in some deed of trust transactions, the directions of the beneficiary.

INSTALLMENT CONTRACTS

     The mortgage loans underlying your offered certificates may consist of
installment contracts. Under an installment contract the seller retains legal
title to the property and enters into an agreement with the purchaser for
payment of the purchase price, plus interest, over the term of the installment
contract. Only after full performance by the borrower of the contract is the
seller obligated to convey title to the real estate to the purchaser. During the
period that the installment contract is in effect, the purchaser is generally
responsible for maintaining the property in good condition and for paying real
estate taxes, assessments and hazard insurance premiums associated with the
property.

     The seller's enforcement of an installment contract varies from state to
state. Generally, installment contracts provide that upon a default by the
purchaser, the purchaser loses his or her right to occupy the property, the
entire indebtedness is accelerated, and the purchaser's equitable interest in
the property is forfeited. The seller in this situation does not have to
foreclose in order to obtain title to the property, although in some cases a
quiet title action is in order if the purchaser has filed the installment
contract in local land records and an ejectment action may be necessary to
recover possession. In a few states, particularly in cases of purchaser default
during the early years of an installment contract, the courts will permit
ejectment of the purchaser and a forfeiture of his or her interest in the
property.

     However, most state legislatures have enacted provisions by analogy to
mortgage law protecting borrowers under installment contracts from the harsh
consequences of forfeiture. Under those statutes, a judicial or nonjudicial
foreclosure may be required, the seller may be required to give notice of
default and the borrower may be granted some grace period during which the
contract may be reinstated upon full payment of the default amount and the
purchaser may have a post-foreclosure statutory redemption right. In other
states, courts in equity may permit a purchaser with significant investment in
the property under an installment contract for the sale of real estate to share
in the proceeds of sale of the property after the indebtedness is repaid or may
otherwise refuse to enforce the forfeiture clause. Nevertheless, generally
speaking, the seller's procedures for obtaining possession and clear title under
an installment contract for the sale of real


                                       80


estate in a given state are simpler and less time-consuming and costly than are
the procedures for foreclosing and obtaining clear title to a mortgaged
property.

LEASES AND RENTS

     A mortgage that encumbers an income-producing property often contains an
assignment of rents and leases and/or may be accompanied by a separate
assignment of rents and leases. Under an assignment of rents and leases, the
borrower assigns to the lender the borrower's right, title and interest as
landlord under each lease and the income derived from each lease. However, the
borrower retains a revocable license to collect the rents, provided there is no
default and the rents are not directly paid to the lender. 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 rates are considered accounts
receivable under the UCC. Room rates are generally pledged by the borrower as
additional security for the loan when a mortgage loan is secured by a hotel or
motel. In general, the lender must file financing statements in order to perfect
its security interest in the room rates and must file continuation statements,
generally every five years, to maintain that perfection. Mortgage loans secured
by hotels or motels may be included in one of our trusts even if the security
interest in the room rates was not perfected or the requisite UCC filings were
allowed to lapse. A lender will generally be required to commence a foreclosure
action or otherwise take possession of the property in order to enforce its
rights to collect the room rates following a default, even if the lender's
security interest in room rates is perfected under applicable nonbankruptcy law.

     In the bankruptcy setting, the lender will be stayed from enforcing its
rights to collect hotel and motel room rates. However, the room rates will
constitute cash collateral and cannot be used by the bankrupt borrower--

     o    without a hearing or the lender's consent; or

     o    unless the lender's interest in the room rates is given adequate
          protection.

     For purposes of the foregoing, the adequate protection may include a cash
payment for otherwise encumbered funds or a replacement lien on unencumbered
property, in either case equal in value to the amount of room rates that the
bankrupt borrower proposes to use. See "--Bankruptcy Laws" below.

PERSONALTY

     Some types of income-producing real properties, such as hotels, motels and
nursing homes, may include personal property, which may, to the extent it is
owned by the borrower and not previously pledged, constitute a significant
portion of the property's value as security. The creation and enforcement of
liens on personal property are governed by the UCC. Accordingly, if a borrower
pledges personal property as security for a mortgage loan, the lender generally
must file UCC financing statements in order to perfect its security interest in
the personal property and must file continuation statements, generally every
five years, to maintain that perfection. Mortgage loans secured in part by
personal property may be included in one of our trusts even if the security
interest in the personal property was not perfected or the requisite UCC filings
were allowed to lapse.

FORECLOSURE

     General. Foreclosure is a legal procedure that allows the lender to recover
its mortgage debt by enforcing its rights and available legal remedies under the
mortgage. If the borrower defaults in payment or performance of its obligations
under the note or mortgage, the lender has the right to institute foreclosure
proceedings to sell the real property security at public auction to satisfy the
indebtedness.

     Foreclosure Procedures Vary From State to State. The two primary methods of
foreclosing a mortgage are--

     o    judicial foreclosure, involving court proceedings; and

     o    nonjudicial foreclosure under a power of sale granted in the mortgage
          instrument.

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     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. A foreclosure
action sometimes requires several years to complete.

     Judicial Foreclosure. A judicial foreclosure proceeding is conducted in a
court having jurisdiction over the mortgaged property. Generally, a lender
initiates the action by the service of legal pleadings upon--

     o    all parties having a subordinate interest of record in the real
          property; and

     o    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. The court generally
issues a judgment of foreclosure and appoints a referee or other officer to
conduct a public sale of the mortgaged property upon successful completion of a
judicial foreclosure proceeding. The proceeds of that public sale are used to
satisfy the judgment. The procedures that govern these public sales vary from
state to state.

     Equitable and Other Limitations on Enforceability of Particular 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 these principles, a court
may--

     o    alter the specific terms of a loan to the extent it considers
          necessary to prevent or remedy an injustice, undue oppression or
          overreaching;

     o    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;

     o    require the lender to reinstate a loan or recast a payment schedule in
          order to accommodate a borrower that is suffering from a temporary
          financial disability; or

     o    limit the right of the lender to foreclose in the case of a
          nonmonetary default, such as--

          1.   a failure to adequately maintain the mortgaged property, or

          2.   an impermissible further encumbrance of the mortgaged property.

     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--

     o    upheld the reasonableness of the notice provisions; or

     o    found that a public sale under a mortgage providing for a power of
          sale does not involve sufficient state action to trigger
          constitutional protections.

     In addition, some states may have statutory protection such as the right of
the borrower to reinstate its mortgage loan after commencement of foreclosure
proceedings but prior to a foreclosure sale.

                                       82


     Nonjudicial Foreclosure/Power of Sale. In states permitting nonjudicial
foreclosure proceedings, foreclosure of a deed of trust is generally
accomplished by a nonjudicial trustee's sale under a power of sale typically
granted in the deed of trust. A power of sale may also be contained in any other
type of mortgage instrument if applicable law so permits. A power of sale under
a deed of trust allows a nonjudicial public sale to be conducted generally
following--

     o    a request from the beneficiary/lender to the trustee to sell the
          property upon default by the borrower; and

     o    notice of sale is given in accordance with the terms of the deed of
          trust and applicable state law.

     In some states, prior to a nonjudicial public sale, the trustee under the
deed of trust must--

     o    record a notice of default and notice of sale; and

     o    send a copy of those notices to the borrower and to any other party
          who has recorded a request for a copy of them.

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. Some states require a
reinstatement period during which the borrower or junior lienholder may have the
right 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 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--

     o    the difficulty in determining the exact status of title to the
          property due to, among other things, redemption rights that may exist;
          and

     o    the possibility that physical deterioration of the property may have
          occurred during the foreclosure proceedings.

     As a result of the foregoing, it is common for the lender to purchase the
mortgaged property and become its owner, subject to the borrower's right in some
states to remain in possession during a redemption period. In that case, the
lender will have both the benefits and burdens of ownership, including the
obligation to pay debt service on any senior mortgages, to pay taxes, to obtain
casualty insurance and to make repairs necessary to render the property suitable
for sale. The costs of operating and maintaining a commercial or multifamily
residential property may be significant and may be greater than the income
derived from that property. The lender also will commonly obtain the services of
a real estate broker and pay the broker's commission in connection with the sale
or lease of the property. Whether, the ultimate proceeds of the sale of the
property equal the lender's investment in the property depends upon market
conditions. Moreover, because of the expenses associated with acquiring, owning
and selling a mortgaged property, a lender could realize an overall loss on the
related mortgage loan even if the mortgaged property is sold at foreclosure, or
resold after it is acquired through foreclosure, for an amount equal to the full
outstanding principal amount of the loan plus accrued interest.

     The holder of a junior mortgage that forecloses on a mortgaged property
does so subject to senior mortgages and any other prior liens. In addition, it
may be obliged to keep senior mortgage loans current in order to avoid
foreclosure of its interest in the property. Furthermore, if the foreclosure of
a junior mortgage triggers the enforcement of a due-on-sale clause contained in
a senior mortgage, the junior mortgagee could be required to pay the full amount
of the senior mortgage indebtedness or face foreclosure.

     Rights of Redemption. The purposes of a foreclosure action are--

     o    to enable the lender to realize upon its security; and

     o    to bar the borrower, and all persons who have interests in the
          property that are subordinate to that of the foreclosing lender, from
          exercising their equity of redemption.

                                       83


     The doctrine of equity of redemption provides that, until the property
encumbered by a mortgage has been sold in accordance with a properly conducted
foreclosure and foreclosure sale, those having interests that are subordinate to
that of the foreclosing lender have an equity of redemption and may redeem the
property by paying the entire debt with interest. Those having an equity of
redemption must generally be made parties to the foreclosure proceeding in order
for their equity of redemption to be terminated.

     The equity of redemption is a common-law, nonstatutory right which should
be distinguished from post-sale statutory rights of redemption. In some states,
the borrower and foreclosed junior lienors are given a statutory period in which
to redeem the property after sale under a deed of trust or foreclosure of a
mortgage. 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. A statutory right of
redemption will 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 underlying a
series of offered certificates may be nonrecourse loans. Recourse in the case of
a default on a non-recourse mortgage loan 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 other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security, but in doing so, the lender may be deemed
to have elected a remedy and thus may be precluded from foreclosing upon the
security. Consequently, lenders will usually proceed first against the security
in states where an election of remedy provision exists. Finally, other statutory
provisions 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. These other
statutory provisions are intended to protect borrowers from exposure to large
deficiency judgments that might result from bidding at below-market values at
the foreclosure sale.

     Leasehold Considerations. Some or all of the mortgage loans underlying a
series of offered certificates may be secured by a mortgage on the borrower's
leasehold interest under 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 if the ground
lease--

     o    requires the lessor to give the leasehold mortgagee notices of lessee
          defaults and an opportunity to cure them;

     o    permits the leasehold estate to be assigned to and by the leasehold
          mortgagee or the purchaser at a foreclosure sale; and

     o    contains other protective provisions typically required by prudent
          lenders to be included in a ground lease.

     Some mortgage loans underlying a series of offered certificates, however,
may be secured by ground leases which do not contain these provisions.

     Cooperative Shares. Some or all of the mortgage loans underlying a series
of offered certificates may be secured by a security interest on the borrower's
ownership interest in shares, and the proprietary leases belonging to those
shares, allocable to cooperative dwelling units that may be vacant or occupied
by nonowner tenants. Loans secured in this manner are subject to some risks not
associated with mortgage loans secured by a lien on the fee estate of a borrower
in real property. Loans secured in this manner typically are subordinate to the
mortgage, if any, on the cooperative's building. That mortgage, 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 is subject to various regulations as well as
to restrictions under the governing documents of the cooperative. The shares may
be canceled in the event that associated maintenance charges due under the
related proprietary leases are not paid. Typically, a recognition agreement


                                       84


between the lender and the cooperative provides, among other things, that the
lender may 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 corporation to receive sums due under the proprietary leases.

BANKRUPTCY LAWS

     Operation of the U.S. Bankruptcy Code and related state laws may interfere
with or affect the ability of a lender to realize upon collateral or to enforce
a deficiency judgment. For example, under the U.S. 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. Often, no interest or principal payments are made during the course of
the bankruptcy case. The delay caused by an automatic stay and its consequences
can be significant. Also, under the U.S. 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 U.S. Bankruptcy Code, the amount and terms of a mortgage loan
secured by a lien on property of the debtor may be modified provided that
substantive and procedural safeguards protective of the lender are met. A
bankruptcy court may, among other things--

     o    reduce the secured portion of the outstanding amount of the loan to
          the then-current value of the property, thereby leaving the lender a
          general unsecured creditor for the difference between the then-current
          value of the property and the outstanding balance of the loan;

     o    reduce the amount of each scheduled payment, by means of a reduction
          in the rate of interest and/or an alteration of the repayment
          schedule, with or without affecting the unpaid principal balance of
          the loan;

     o    extend or shorten the term to maturity of the loan;

     o    permit the bankrupt borrower to cure of the subject loan default by
          paying the arrearage over a number of years; or

     o    permit the bankrupt borrower, through its rehabilitative plan, to
          reinstate the loan payment schedule even if the lender has obtained a
          final judgment of foreclosure prior to the filing of the debtor's
          petition.

     Federal bankruptcy law may also interfere with or affect the ability of a
secured lender to enforce the borrower's assignment of rents and leases related
to the mortgaged property. A lender may be stayed from enforcing the assignment
under the U.S. Bankruptcy Code. In addition, the legal proceedings necessary to
resolve the issue could be time-consuming, and result in delays in the lender's
receipt of the rents. However, recent amendments to the U.S. Bankruptcy Code may
minimize the impairment of the lender's ability to enforce the borrower's
assignment of rents and leases. In addition to the inclusion of hotel revenues
within the definition of cash collateral as noted above, the amendments provide
that a pre-petition security interest in rents or hotel revenues is designed to
overcome those cases holding that a security interest in rents is unperfected
under the laws of some states until the lender has taken some further action,
such as commencing foreclosure or obtaining a receiver prior to activation of
the assignment of rents.

                                       85


     A borrower's ability to make payment on a mortgage loan may be impaired by
the commencement of a bankruptcy case relating to the tenant under a lease of
the related property. Under the U.S. Bankruptcy Code, the filing of a petition
in bankruptcy by or on behalf of a tenant results in a stay in bankruptcy
against the commencement or continuation of any state court proceeding for--

     o    past due rent;

     o    accelerated rent;

     o    damages; or

     o    a summary eviction order with respect to a default under the lease
          that occurred prior to the filing of the tenant's bankruptcy petition.

     In addition, the U.S. Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court--

     o    assume the lease and either retain it or assign it to a third party;
          or

     o    reject the lease.

     If the lease is assumed, the trustee, debtor-in-possession or assignee, if
applicable, must cure any defaults under the lease, compensate the lessor for
its losses and provide the lessor with adequate assurance of future performance.
These remedies may be insufficient, and any assurances provided to the lessor
may be inadequate. If the lease is rejected, the lessor will be treated, except
potentially to the extent of any security deposit, as an unsecured creditor with
respect to its claim for damages for termination of the lease. The U.S.
Bankruptcy Code also limits a lessor's damages for lease rejection to--

     o    the rent reserved by the lease without regard to acceleration for the
          greater of one year, or 15%, not to exceed three years, of the
          remaining term of the lease; plus

     o    unpaid rent to the earlier of the surrender of the property or the
          lessee's bankruptcy filing.

ENVIRONMENTAL CONSIDERATIONS

     General. A lender may be subject to environmental risks when taking a
security interest in real property. Of particular concern may be properties that
are or have been used for industrial, manufacturing, military or disposal
activity. Those environmental risks include the possible diminution of the value
of a contaminated property or, as discussed below, potential liability for
clean-up costs or other remedial actions that could exceed the value of the
property or the amount of the lender's loan. In some circumstances, a lender may
decide to abandon a contaminated real property as collateral for its loan rather
than foreclose and risk liability for clean-up costs.

     Superlien Laws. Under the laws of many states, contamination on a property
may give rise to a lien on the property for clean-up costs. In several states,
that lien has priority over all existing liens, including those of existing
mortgages. In these states, the lien of a mortgage may lose its priority to that
superlien.

     CERCLA. The federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, imposes strict liability on present and past
"owners" and "operators" of contaminated real property for the costs of
clean-up. A secured lender may be liable as an "owner" or "operator" of a
contaminated mortgaged property if agents or employees of the lender have
participated in the management of the property or the operations of the
borrower. Liability may exist even if the lender did not cause or contribute to
the contamination and regardless of whether the lender has actually taken
possession of the contaminated mortgaged property through foreclosure, deed in
lieu of foreclosure or otherwise. Moreover, liability is not limited to the
original or unamortized principal balance of a loan or to the value of the
property securing a loan. Excluded from CERCLA's definition of "owner" or
"operator," however, is a person who, without participating in the management of
the facility, holds indicia of ownership primarily to protect his security
interest. This is the so called "secured creditor exemption."

                                       86


     The Asset Conservation, Lender Liability and Deposit Insurance Act of 1996
amended, among other things, the provisions of CERCLA with respect to lender
liability and the secured creditor exemption. The Lender Liability Act offers
substantial protection to lenders by defining the activities in which a lender
can engage and still have the benefit of the secured creditor exemption. In
order for a lender to be deemed to have participated in the management of a
mortgaged property, the lender must actually participate in the operational
affairs of the property of the borrower. The Lender Liability Act provides that
"merely having the capacity to influence, or unexercised right to control"
operations does not constitute participation in management. A lender will lose
the protection of the secured creditor exemption only if--

     o    it exercises decision-making control over a borrower's environmental
          compliance and hazardous substance handling and disposal practices; or

     o    assumes day-to-day management of operational functions of a mortgaged
          property.

     The Lender Liability 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 that property at the
earliest practicable commercially reasonable time on commercially reasonable
terms.

     Other Federal and State Laws. Many states have statutes similar to CERCLA,
and not all those statutes provide for a secured creditor exemption. In
addition, under federal law, there is potential liability relating to hazardous
wastes and underground storage tanks under the federal Resource Conservation and
Recovery Act.

     Some federal, state and local laws, regulations and ordinances govern the
management, removal, encapsulation or disturbance of asbestos-containing
materials. These laws, as well as common law standards, may--

     o    impose liability for releases of or exposure to asbestos-containing
          materials; and

     o    provide for third parties to seek recovery from owners or operators of
          real properties for personal injuries associated with those releases.

     Federal law requires owners of residential housing constructed prior to
1978 to disclose to potential residents or purchasers any known lead-based paint
hazards and will impose treble damages for any failure to disclose. In addition,
the ingestion of lead-based paint chips or dust particles by children can result
in lead poisoning. If lead-based paint hazards exist at a property, then the
owner of that property may be held liable for injuries and for the costs of
removal or encapsulation of the lead-based paint.

     In a few states, transfers of some types of properties are conditioned upon
cleanup of contamination prior to transfer. In these cases, a lender that
becomes the owner of a property through foreclosure, deed in lieu of foreclosure
or otherwise, may be required to clean up the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action related to hazardous environmental conditions on a property, such as
actions based on nuisance or on toxic tort resulting in death, personal injury
or damage to property. While it may be more difficult to hold a lender liable
under common law causes of action, unanticipated or uninsured liabilities of the
borrower may jeopardize the borrower's ability to meet its loan obligations.

     Federal, state and local environmental regulatory requirements change
often. It is possible that compliance with a new regulatory requirement could
impose significant compliance costs on a borrower. These costs may jeopardize
the borrower's ability to meet its loan obligations.

     Additional Considerations. The cost of remediating hazardous substance
contamination at a property can be substantial. If a lender becomes liable, it
can bring an action for contribution against the owner or operator who created
the environmental hazard. However, that individual or entity may be without
substantial assets. Accordingly, it is possible that the costs could become a
liability of the related trust and occasion a loss to the related
certificateholders.

     If the operations on a foreclosed property are subject to environmental
laws and regulations, the lender will be required to operate the property in
accordance with those laws and regulations. This compliance may entail
substantial expense, especially in the case of industrial or manufacturing
properties.

                                       87


     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. This
disclosure may decrease the amount that prospective buyers are willing to pay
for the affected property, sometimes substantially.

DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some or all of the mortgage loans underlying a series of offered
certificates 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 a mortgaged property. In recent years, court
decisions and legislative actions placed substantial restrictions on the right
of lenders to enforce these clauses in many states. However, the Garn-St Germain
Depository Institutions Act of 1982 generally preempts state laws that prohibit
the enforcement of due-on-sale clauses and permits lenders to enforce these
clauses in accordance with their terms, subject to the limitations prescribed in
that Act and the regulations promulgated thereunder.

JUNIOR LIENS; RIGHTS OF HOLDERS OF SENIOR LIENS

     Any of our trusts may include mortgage loans secured by junior liens, while
the loans secured by the related senior liens may not be included in that trust.
The primary risk to holders of mortgage loans secured by junior liens is the
possibility that adequate funds will not be received in connection with a
foreclosure of the related senior liens to satisfy fully both the senior loans
and the junior loan.

     In the event that a holder of a senior lien forecloses on a mortgaged
property, the proceeds of the foreclosure or similar sale will be applied as
follows--

     o    first, to the payment of court costs and fees in connection with the
          foreclosure;

     o    second, to real estate taxes;

     o    third, in satisfaction of all principal, interest, prepayment or
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the senior liens; and

     o    last, in satisfaction of all principal, interest, prepayment and
          acceleration penalties, if any, and any other sums due and owing to
          the holder of the junior liens.

SUBORDINATE FINANCING

     Some mortgage loans underlying a series of offered certificates may not
restrict the ability of the borrower to use the mortgaged property as security
for one or more additional loans, or the restrictions may be unenforceable.
Where a borrower encumbers a mortgaged property with one or more junior liens,
the senior lender is subjected to the following additional risks--

     o    the borrower may have difficulty servicing and repaying multiple
          loans;

     o    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;

     o    acts of the senior lender that prejudice the junior lender or impair
          the junior lender's security, such as the senior lender's agreeing to
          an increase in the principal amount of or the interest rate payable on
          the senior loan, may create a superior equity in favor of the junior
          lender;

     o    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; and

     o    the bankruptcy of a junior lender may operate to stay foreclosure or
          similar proceedings by the senior lender.

                                       88


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. They
may also contain provisions that prohibit prepayments for a specified period
and/or condition prepayments upon the borrower's payment of prepayment premium,
fee or charge. In some states, there are or may be specific limitations upon the
late charges that 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 premiums, fees and charges upon an
involuntary prepayment is unclear under the laws of many states.

APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980 provides that state usury limitations shall not apply to various
types of residential, including multifamily, first mortgage loans originated by
particular 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 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.

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,
owners of public accommodations, such as hotels, restaurants, shopping centers,
hospitals, schools and social service center establishments, must remove
architectural and communication barriers which are structural in nature from
existing places of public accommodation to the extent "readily achievable." In
addition, under the ADA, alterations to a place of public accommodation or a
commercial facility are to be made so that, to the maximum extent feasible, the
altered portions are readily accessible to and usable by disabled individuals.
The "readily achievable" standard takes into account, among other factors, the
financial resources of the affected property 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 requirements on a
foreclosing lender who succeeds to the interest of the borrower as owner or
landlord. Furthermore, because the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender that is financially more capable than the borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the borrower is subject.

SERVICEMEMBERS CIVIL RELIEF ACT

     Under the terms of the Servicemembers Civil Relief Act (formerly the
Soldiers' and Sailors' Civil Relief Act of 1940), as amended (the "Relief Act"),
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), upon notification by the
borrower, will not be charged interest, including fees and charges, above an
annual rate of 6% during the period of the borrower's active duty status. In
addition to adjusting the interest, the lender must forgive any such interest in
excess of 6% unless a court or administrative agency orders otherwise upon
application of the lender. The Relief Act applies to individuals who are members
of the Army, Navy, Air Force, Marines, National Guard, Reserves, Coast Guard and
officers of the U.S. Public Health Service or the National Oceanic and
Atmospheric Administration assigned to duty with the military. 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, no information can be provided 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 a master servicer or special servicer to collect
full amounts of interest on an affected mortgage loan. Any shortfalls in
interest collections resulting from the application of the Relief Act would
result in a reduction of the amounts payable to the holders of certificates of
the related series, and would not be covered by advances or, unless otherwise
specified in the related prospectus supplement, any form of credit support
provided in connection with the certificates. In addition, the Relief Act
imposes limitations that would impair the ability of a master servicer or
special 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 after the active duty status ceases.

                                       89


FORFEITURES IN DRUG AND RICO PROCEEDINGS

     Federal law provides that property owned by persons convicted of
drug-related crimes or of criminal violations of the Racketeer Influenced and
Corrupt Organizations statute can be seized by the government if the property
was used in, or purchased with the proceeds of, those crimes. Under procedures
contained in the comprehensive Crime Control Act of 1984, the government may
seize the property even before conviction. The government must publish notice of
the forfeiture proceeding and may give notice to all parties "known to have an
alleged interest in the property," including the holders of mortgage loans.

     A lender may avoid forfeiture of its interest in the property if it
establishes that--

     o    its mortgage was executed and recorded before commission of the crime
          upon which the forfeiture is based; or

     o    the lender was, at the time of execution of the mortgage, "reasonably
          without cause to believe" that the property was used in, or purchased
          with the proceeds of, illegal drug or RICO activities.

                         FEDERAL INCOME TAX CONSEQUENCES

GENERAL

     This is a general discussion of the material federal income tax
consequences of owning the offered certificates. To the extent it relates to
matters of law or legal conclusions, it represents the opinion of our counsel,
subject to any qualifications as may be expressed in this discussion. Unless we
otherwise specify in the related prospectus supplement, our counsel for each
series will be Cadwalader, Wickersham & Taft LLP or Sidley Austin Brown & Wood
LLP (as provided in the related prospectus supplement).

     This discussion is directed to certificateholders that hold the offered
certificates as "capital assets" within the meaning of Section 1221 of the
Internal Revenue Code of 1986, which we will refer to throughout this "Federal
Income Tax Consequences" section as the "Code". This section does not discuss
all federal income tax consequences that may be relevant to owners of offered
certificates, particularly as to investors subject to special treatment under
the Code, including--

     o    banks;

     o    insurance companies; and

     o    foreign investors.

     This discussion and any legal opinions referred to in this discussion are
based on authorities that can change, or be differently interpreted, with
possible retroactive effect. No rulings have been or will be sought from the IRS
with respect to any of the federal income tax consequences discussed below.
Accordingly, the IRS may take contrary positions.

     Investors and preparers of tax returns should be aware that under
applicable Treasury regulations a provider of advice on specific issues of law
is not considered an income tax return preparer unless the advice is--

     o    given with respect to events that have occurred at the time the advice
          is rendered; and

     o    is directly relevant to the determination of an entry on a tax return.

     Accordingly, even if this discussion addresses an issue regarding the tax
treatment of the owner of the offered certificates, investors should consult
their own tax advisors regarding that issue. Investors should do so not only as
to federal taxes, but also state and local taxes. See "State and Other Tax
Consequences".

                                       90


     The following discussion addresses securities of two general types--

     o    "REMIC certificates" representing interests in a trust, or a portion
          thereof, as to which a specified person or entity will make a "real
          estate mortgage investment conduit", or "REMIC", election under
          Sections 860A through 860G of the Code; and

     o    "grantor trust certificates" representing interests in a trust or a
          portion thereof, as to which no REMIC election will be made.

     We will indicate in the prospectus supplement for each series whether the
related trustee, another party to the related Governing Document or an agent
appointed by that trustee or other party, in any event, a tax administrator,
will make a REMIC election for the related trust. If the related tax
administrator is required to make a REMIC election, we also will identify in the
related prospectus supplement all regular interests and residual interests in
the resulting REMIC.

     The following discussion is limited to certificates offered under this
prospectus. In addition, this discussion applies only to the extent that the
related trust or a portion thereof holds only mortgage loans. If a trust holds
assets other than mortgage loans, such as mortgage-backed securities, we will
disclose in the related prospectus supplement the tax consequences associated
with those other assets being included. In addition, if agreements other than
guaranteed investment contracts are included in a trust to provide interest rate
protection for the related offered certificates, the anticipated material tax
consequences associated with those agreements also will be discussed in the
related prospectus supplement. See "Description of the Trust
Assets--Arrangements Providing Reinvestment, Interest Rate and Currency Related
Protection".

     The following discussion is based in part on the rules governing original
issue discount in Sections 1271-1273 and 1275 of the Code and in the Treasury
regulations issued under those sections. It is also based in part on the rules
governing REMICs in Sections 860A-860G of the Code and in the Treasury
regulations issued under those sections, which we will refer to as the "REMIC
Regulations". The regulations relating to original issue discount do not
adequately address certain issues relevant to, and in some instances provide
that they are not applicable to, securities such as the offered certificates.

REMICS

     General. With respect to each series of offered certificates as to which
the related tax administrator will make a REMIC election, our counsel will
deliver its opinion generally to the effect that, assuming compliance with all
provisions of the related Governing Document, and subject to certain assumptions
set forth in the opinion--

     o    the related trust, or the relevant designated portion of the trust,
          will qualify as a REMIC; and

     o    those offered certificates of that series will be considered to
          evidence ownership of--

          1.   REMIC "regular interests", or

          2.   REMIC "residual interests".

     We refer in this discussion to--

     o    certificates that evidence REMIC "regular interests" as the "REMIC
          regular certificates"; and

     o    certificates that represent REMIC "residual interests" as the "REMIC
          residual certificates".

     If an entity electing to be treated as a REMIC fails to comply with the
ongoing requirements of the Code for REMIC status, it may lose its REMIC status.
If so, the entity may become taxable as a corporation. Therefore, the related
certificates may not be given the tax treatment summarized below. Although the
Code authorizes the Treasury Department to issue regulations providing relief in
the event of an inadvertent termination of REMIC status, the Treasury Department
has not done so. Any relief mentioned above, moreover, may be accompanied by
sanctions. These sanctions could include the imposition of a corporate tax on
all or a portion of a trust's income for the period in which the requirements
for REMIC status are not satisfied. The Governing Document with respect to each
REMIC will include provisions designed to maintain its status as a REMIC under
the Code.

                                       91


     Qualification as a REMIC. In order to qualify as a REMIC, an entity must
comply with the requirements set forth in the Code. The REMIC must fulfill an
asset test, which requires that no more than a de minimis portion of the assets
of the REMIC, as of the close of the third calendar month beginning after the
"Startup Day" and at all times thereafter, may consist of assets other than
"qualified mortgages" and "permitted investments". The "Startup Day" for the
purposes of this discussion is the date of issuance of the REMIC certificates.
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'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 Governing Document for each series will contain a provision
designed to meet this requirement. See "--Sales of REMIC Certificates" and
"--Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations" below.

     A qualified mortgage is any obligation that is principally secured by an
interest in real property and that is either transferred to the REMIC on the
Startup Day or is purchased by the REMIC within a three-month period thereafter
pursuant to a fixed price contract in effect on the Startup Day. Qualified
mortgages include--

     o    whole mortgage loans, such as the mortgage loans;

     o    certificates of beneficial interest in a grantor trust that holds
          mortgage loans, including certain mortgage backed securities;

     o    regular interests in another REMIC, such as mortgage backed securities
          in a trust as to which a REMIC election has been made;

     o    loans secured by timeshare interests and loans secured by shares held
          by a tenant stockholder in a cooperative housing corporation,
          provided, in general that:

          1.   the fair market value of the real property security (including
               buildings and structural components) is at least 80% of the
               principal balance of the related mortgage loan or mortgage loan
               underlying the mortgage certificate either at origination or as
               of the Startup Day (an original loan-to-value ratio of not more
               than 125% with respect to the real property security); or

          2.   substantially all the proceeds of the mortgage loan or the
               underlying mortgage loan were 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 significantly modified other than in connection
with a default or reasonably foreseeable default, it must meet the loan-to-value
test in (1) above as of the date of the last significant modification or at
closing. A qualified mortgage includes a qualified replacement mortgage, which
is any property that would have been treated as a qualified mortgage if it were
transferred to the REMIC 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 "defective obligation" within a two-year period
          thereafter.

A "defective obligation" includes--

     o    a mortgage in default or as to which default is reasonably
          foreseeable;

     o    a mortgage as to which a customary representation or warranty made at
          the time of transfer to the REMIC has been breached;

     o    a mortgage that was fraudulently procured by the mortgagor; and

     o    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).

                                       92


     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 the next scheduled distribution to holders of interests in the REMIC. A
qualified reserve asset is any intangible property held for investment that is
part of any reasonably required reserve maintained by the REMIC to provide for
payments of expenses of the REMIC 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 certain 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 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 in
connection with the default or imminent default of a qualified mortgage,
provided that we had no knowledge that the mortgage loan would go into default
at the time it was transferred to the REMIC. Foreclosure property generally must
be disposed of prior to the close of the third calendar year following the
acquisition of the property by the REMIC, with an extension that may be granted
by the IRS.

     In addition to the foregoing requirements, the various interests in a REMIC
also must meet certain requirements. All of the interests in a REMIC 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 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--

     o    a fixed number of basis points;

     o    a fixed percentage of the total interest; or

     o    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 residual interest is an interest
in a REMIC other than a regular interest that is issued on the Startup Day and
that is designated as a residual interest. An interest in a REMIC may be treated
as a regular interest even if payments of principal with respect to that
interest are subordinated to payments on other regular interests or the residual
interest in the REMIC, and 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 or prepayment interest shortfalls. Accordingly, the REMIC
regular certificates of a series will constitute one or more classes of regular
interests, and the REMIC residual certificates for each REMIC of that series
will constitute a single class of residual interests on which distributions are
made pro rata.

     Characterization of Investments in REMIC Certificates. Unless we state
otherwise in the related prospectus supplement, the offered certificates that
are REMIC certificates will be treated as--

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Code in the hands of a real estate investment trust; and

     o    "loans secured by an interest in real property" or other assets
          described in Section 7701(a)(19)(C) of the Code in the hands of a
          thrift institution,

in the same proportion that the assets of the related REMIC are so treated.

                                       93


     However, to the extent that the REMIC assets constitute mortgage loans on
property not used for residential or certain other prescribed purposes, the
related offered certificates will not be treated as assets qualifying under
Section 7701(a)(19)(C). If 95% or more of the assets of the REMIC qualify for
any of the foregoing characterizations at all times during a calendar year, the
related offered certificates will qualify for the corresponding status in their
entirety for that calendar year.

     In addition, unless provided otherwise in the related prospectus
supplement, offered certificates that are REMIC regular certificates will be
"qualified mortgages" within the meaning of Section 860G(a)(3) of the Code in
the hands of another REMIC.

     Finally, interest, including original issue discount, on offered
certificates that are REMIC regular certificates, and income allocated to
offered certificates that are REMIC residual certificates, will be interest
described in Section 856(c)(3)(B) of the Code if received by a real estate
investment trust, to the extent that these certificates are treated as "real
estate assets" within the meaning of Section 856(c)(5)(B) of the Code.

     The related tax administrator will determine the percentage of the REMIC's
assets that constitute assets described in the above-referenced sections of the
Code with respect to each calendar quarter based on the average adjusted basis
of each category of the assets held by the REMIC during that calendar quarter.
The related tax administrator will report those determinations to
certificateholders in the manner and at the times required by applicable
Treasury regulations.

     The assets of the REMIC will include, in addition to mortgage loans,
collections on mortgage loans held pending payment on the related offered
certificates and any 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 these assets otherwise
would receive the same treatment as the mortgage loans for purposes of the
above-referenced sections of the Code. In addition, in some instances, the
mortgage loans may not be treated entirely as assets described in those sections
of the Code. If so, we will describe in the related prospectus supplement those
mortgage loans that are characterized differently. The Treasury regulations do
provide, however, that cash received from collections on mortgage loans held
pending payment is considered part of the mortgage loans for purposes of Section
856(c)(5)(B) of the Code, relating to real estate investment trusts.

     To the extent a REMIC 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, and
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 Code;

     o    a portion of that certificate may not represent ownership of "real
          estate assets" under Section 856(c)(5)(B) of the 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 Code.

     Tiered REMIC Structures. For certain series of REMIC certificates, the
related tax administrator may make two or more REMIC elections as to the related
trust for federal income tax purposes. As to each of these series of REMIC
certificates, our counsel will opine that each portion of the related trust as
to which a REMIC election is to be made will qualify as a REMIC. Each of these
series will be treated as one REMIC solely for purposes of determining--

     o    whether the related REMIC certificates will be "real estate assets"
          within the meaning of Section 856(c)(5)(B) of the Code;

     o    whether the related REMIC certificates will be "loans secured by an
          interest in real property" under Section 7701(a)(19)(C) of the Code;
          and

     o    whether the interest/income on the related REMIC certificates is
          interest described in Section 856(c)(3)(B) of the Code.

                                       94


     Taxation of Owners of REMIC Regular Certificates.

     General. Except as otherwise stated in this discussion, the Code treats
REMIC regular certificates as debt instruments issued by the REMIC and not as
ownership interests in the REMIC or its assets. Holders of REMIC regular
certificates that otherwise report income under the cash method of accounting
must nevertheless report income with respect to REMIC regular certificates under
the accrual method.

     Original Issue Discount. Certain REMIC regular certificates may be issued
with "original issue discount" within the meaning of Section 1273(a) of the
Code. Any holders of REMIC regular certificates issued with original issue
discount generally will have to include original issue discount in income as it
accrues, in accordance with the constant yield method described below, prior to
the receipt of the cash attributable to that income. The IRS has issued
regulations under Sections 1271 to 1275 of the Code generally addressing the
treatment of debt instruments issued with original issue discount. Section
1272(a)(6) of the Code provides special rules applicable to the accrual of
original issue discount on, among other things, REMIC regular certificates. The
Treasury Department has not issued final regulations under that section. You
should be aware, however, that Section 1272(a)(6) and the regulations under
Sections 1271 to 1275 of the Code do not adequately address certain 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 certificates.

     The Code requires, in computing the accrual of original issue discount on
REMIC regular certificates, that a reasonable assumption be used concerning the
rate at which borrowers will prepay the mortgage loans held by the related
REMIC. Further, adjustments must be made in the accrual of that original issue
discount to reflect differences between the prepayment rate actually experienced
and the assumed prepayment rate. The prepayment assumption is to be determined
in a manner prescribed in Treasury regulations that the Treasury Department has
not yet issued. The Conference Committee Report accompanying the Tax Reform Act
of 1986 (the "Committee Report") indicates that the regulations should provide
that the prepayment assumption used with respect to a REMIC regular certificate
is determined once, at initial issuance, and must be the same as that used in
pricing. The prepayment assumption used in reporting original issue discount for
each series of REMIC regular certificates will be consistent with this standard
and will be disclosed in the related prospectus supplement. However, neither we
nor any other person will make any representation that the mortgage loans
underlying any series of REMIC regular certificates will in fact prepay at a
rate conforming to the prepayment assumption or at any other rate or that the
IRS will not challenge on audit the prepayment assumption used.

     The original issue discount, if any, on a REMIC regular certificate will be
the excess of its stated redemption price at maturity over its issue price.

     The issue price of a particular class of REMIC regular certificates will be
the first cash price at which a substantial amount of those certificates are
sold, excluding sales to bond houses, brokers and underwriters. If less than a
substantial amount of a particular class of REMIC regular certificates is sold
for cash on or prior to the related date of initial issuance of those
certificates, the issue price for that class will be the fair market value of
that class on the date of initial issuance.

     Under the Treasury regulations, the stated redemption price of a REMIC
regular certificate is equal to the total of all payments to be made on that
certificate other than qualified stated interest. Qualified stated interest is
interest that is unconditionally payable at least annually, during the entire
term of the instrument, at--

     o    a single fixed rate;

     o    a qualified floating rate;

     o    an objective rate;

     o    a combination of a single fixed rate and one or more qualified
          floating rates;

     o    a combination of a single fixed rate and one qualified inverse
          floating rate; or

     o    a combination of qualified floating rates that does not operate in a
          manner that accelerates or defers interest payments on the REMIC
          regular certificate.



                                       95


     In the case of REMIC regular certificates bearing adjustable interest
rates, the determination of the total amount of original issue discount and the
timing of the inclusion thereof will vary according to the characteristics of
those certificates. If the original issue discount rules apply to those
certificates, we will describe in the related prospectus supplement the manner
in which those rules will be applied with respect to those certificates in
preparing information returns to the certificateholders and the IRS.

     Certain classes of REMIC regular certificates may provide that the first
interest payment with respect to those certificates be made more than one month
after the date of initial issuance, a period that is longer than the subsequent
monthly intervals between interest payments. Assuming the accrual period for
original issue discount is the monthly period that ends on each payment date,
then, as a result of this long first accrual period, some or all interest
payments may be required to be included in the stated redemption price of the
REMIC regular certificate and accounted for as original issue discount. Because
interest on REMIC regular certificates must in any event be accounted for under
an accrual method, applying this analysis would result in only a slight
difference in the timing of the inclusion in income of the yield on the REMIC
regular certificates.

     In addition, if the accrued interest to be paid on the first payment date
is computed with respect to a period that begins prior to the date of initial
issuance, a portion of the purchase price paid for a REMIC regular certificate
will reflect that accrued interest. In those cases, information returns provided
to the certificateholders and the IRS will be based on the position that the
portion of the purchase price paid for the interest accrued prior to the date of
initial issuance is treated as part of the overall cost of the REMIC regular
certificate. Therefore, the portion of the interest paid on the first payment
date in excess of interest accrued from the date of initial issuance to the
first payment date is included in the stated redemption price of the REMIC
regular certificate. However, the Treasury regulations state that all or some
portion of this accrued interest may be treated as a separate asset, the cost of
which is recovered entirely out of interest paid on the first payment date. It
is unclear how an election to do so would be made under these regulations and
whether this election could be made unilaterally by a certificateholder.

     Notwithstanding the general definition of original issue discount, original
issue discount on a REMIC regular certificate will be considered to be de
minimis if it is less than 0.25% of the stated redemption price of the
certificate multiplied by its weighted average maturity. For this purpose, the
weighted average maturity of a REMIC regular certificate is computed as the sum
of the amounts determined, as to each payment included in the stated redemption
price of the certificate, by multiplying--

     o    the number of complete years, rounding down for partial years, from
          the date of initial issuance, until that payment is expected to be
          made, presumably taking into account the prepayment assumption; by

     o    a fraction--

          1.   the numerator of which is the amount of the payment, and

          2.   the denominator of which is the stated redemption price at
               maturity of the certificate.

     Under the Treasury regulations, original issue discount of only a de
minimis amount, other than de minimis original issue discount attributable to a
so-called teaser interest rate or an initial interest holiday, will be included
in income as each payment of stated principal is made, based on the product of:

     o    the total amount of the de minimis original issue discount, and

     o    a fraction--

          1.   the numerator of which is the amount of the principal payment,
               and

          2.   the denominator of which is the outstanding stated principal
               amount of the subject REMIC regular certificate.

     The Treasury regulations also would permit you to elect to accrue de
minimis original issue discount into income currently based on a constant yield
method. See "--REMICs--Taxation of Owners of REMIC Regular Certificates--Market
Discount" below for a description of that election under the applicable Treasury
regulations.

                                       96


     If original issue discount on a REMIC regular certificate is in excess of a
de minimis amount, the holder of the certificate must include in ordinary gross
income the sum of the daily portions of original issue discount for each day
during its taxable year on which it held the certificate, including the purchase
date but excluding the disposition date. In the case of an original holder of a
REMIC regular certificate, the daily portions of original issue discount will be
determined as described below.

     As to each accrual period, the related tax administrator will calculate the
original issue discount that accrued during that accrual period. For these
purposes, an accrual period is, unless we otherwise state in the related
prospectus supplement, the period that begins on a date that corresponds to a
payment date, or in the case of the first accrual period, begins on the date of
initial issuance, and ends on the day immediately preceding the following
payment date. The portion of original issue discount that accrues in any accrual
period will equal the excess, if any, of--

     o    the sum of--

          1.   the present value, as of the end of the accrual period, of all of
               the payments remaining to be made on the subject REMIC regular
               certificate, if any, in future periods, presumably taking into
               account the prepayment assumption, and

          2.   the payments made on that certificate during the accrual period
               of amounts included in the stated redemption price; over

     o    the adjusted issue price of the subject REMIC regular certificate at
          the beginning of the accrual period.

The adjusted issue price of a REMIC regular certificate is--

     o    the issue price of the certificate; increased by

     o    the aggregate amount of original issue discount previously accrued on
          the certificate; reduced by

     o    the amount of all prior payments of amounts included in its stated
          redemption price.

The present value of the remaining payments referred to in item 1 of the second
preceding sentence, will be calculated--

     o    assuming that payments on the REMIC regular certificate will be
          received in future periods based on the related mortgage loans being
          prepaid at a rate equal to the prepayment assumption;

     o    using a discount rate equal to the original yield to maturity of the
          certificate, based on its issue price and the assumption that the
          related mortgage loans will be prepaid at a rate equal to the
          prepayment assumption; and

     o    taking into account events, including actual prepayments, that have
          occurred before the close of the accrual period.

     The original issue discount accruing during any accrual period, computed as
described above, will be allocated ratably to each day during the accrual period
to determine the daily portion of original issue discount for that day.

     A subsequent purchaser of a REMIC regular certificate that purchases the
certificate at a cost, excluding any portion of that cost attributable to
accrued qualified stated interest, that is less than its remaining stated
redemption price, will also be required to include in gross income the daily
portions of any original issue discount with respect to the certificate.
However, the daily portion will be reduced, if the cost is in excess of its
adjusted issue price, in proportion to the ratio that the excess bears to the
aggregate original issue discount remaining to be accrued on the certificate.
The adjusted issue price of a REMIC regular certificate, as of any date of
determination, equals the sum of:

     o    the adjusted issue price or, in the case of the first accrual period,
          the issue price, of the certificate at the beginning of the accrual
          period which includes that date of determination; and

                                       97


     o    the daily portions of original issue discount for all days during the
          accrual period prior to that date of determination.

     If the foregoing method for computing original issue discount results in a
negative amount of original issue discount as to any accrual period with respect
to a REMIC regular certificate held by you, the amount of original issue
discount accrued for that accrual period will be zero. You may not deduct the
negative amount currently. Instead, you will only be permitted to offset the
negative amount against future positive original issue discount, if any,
attributable to the certificate. Although not free from doubt, it is possible
that you may be permitted to recognize a loss to the extent your basis in the
certificate exceeds the maximum amount of payments that you could ever receive
with respect to the certificate. However, any such loss may be a capital loss,
which is limited in its deductibility. The foregoing considerations are
particularly relevant to certificates that have no, or a disproportionately
small, amount of principal because they can have negative yields if the mortgage
loans held by the related REMIC prepay more quickly than anticipated. See "Risk
Factors--Prepayment Considerations; Variability in Average Life of Offered
Certificates; Special Yield Considerations".

     The Treasury regulations in some circumstances permit the holder of a debt
instrument to recognize original issue discount under a method that differs from
that used by the issuer. Accordingly, it is possible that you may be able to
select a method for recognizing original issue discount that differs from that
used by the trust in preparing reports to you and the IRS. Prospective
purchasers of the REMIC regular certificates should consult their tax advisors
concerning the tax treatment of these certificates in this regard.

     The IRS proposed regulations on August 24, 2004 that create a special rule
for accruing original issue discount on REMIC regular certificates providing for
a delay between record and payment dates, such that the period over which
original issue discount accrues coincides with the period over which the
certificateholder's right to interest payment accrues under the governing
contract provisions rather than over the period between distribution dates. If
the proposed regulations are adopted in the same form as proposed, taxpayers
would be required to accrue interest from the issue date to the first record
date, but would not be required to accrue interest after the last record date.
The proposed regulations are limited to REMIC regular certificates with delayed
payment for periods of fewer than 32 days. The proposed regulations are proposed
to apply to any REMIC regular certificate issued after the date the final
regulations are published in the Federal Register.

     Market Discount. You will be considered to have purchased a REMIC regular
certificate at a market discount if--

     o    in the case of a certificate issued without original issue discount,
          you purchased the certificate at a price less than its remaining
          stated principal amount; or

     o    in the case of a certificate issued with original issue discount, you
          purchased the certificate at a price less than its adjusted issue
          price.

     If you purchase a REMIC regular certificate with more than a de minimis
amount of market discount, you will recognize gain upon receipt of each payment
representing stated redemption price. Under Section 1276 of the Code, you
generally will be required to allocate the portion of each payment representing
some or all of the stated redemption price first to accrued market discount not
previously included in income. You must recognize ordinary income to that
extent. You may elect to include market discount in income currently as it
accrues rather than including it on a deferred basis in accordance with the
foregoing. If made, this election will apply to all market discount bonds
acquired by you on or after the first day of the first taxable year to which
this election applies.

     The Treasury regulations also permit you to elect to accrue all interest
and discount, including de minimis market or original issue discount, in income
as interest, and to amortize premium, based on a constant yield method. Your
making this election with respect to a REMIC regular certificate with market
discount would be deemed to be an election to include market discount in income
currently with respect to all other debt instruments with market discount that
you acquire during the taxable year of the election or thereafter, and possibly
previously acquired instruments. Similarly, your making this election as to a
certificate acquired at a premium would be deemed to be an election to amortize
bond premium with respect to all debt instruments having amortizable bond
premium that you own or acquire. See "--REMICs--Taxation of Owners of REMIC
Regular Certificates--Premium" below.

     Each of the elections described above to accrue interest and discount and
to amortize premium, with respect to a certificate on a constant yield method or
as interest would be irrevocable except with the approval of the IRS.

                                       98


     However, market discount with respect to a REMIC regular certificate will
be considered to be de minimis for purposes of Section 1276 of the Code if the
market discount is less than 0.25% of the remaining stated redemption price of
the certificate multiplied by the number of complete years to maturity remaining
after the date of its purchase. In interpreting a similar rule with respect to
original issue discount on obligations payable in installments, the Treasury
regulations refer to the weighted average maturity of obligations. It is likely
that the same rule will be applied with respect to market discount, presumably
taking into account the prepayment assumption. If market discount is treated as
de minimis under this rule, it appears that the actual discount would be treated
in a manner similar to original issue discount of a de minimis amount. See
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount" above. This treatment would result in discount being included in
income at a slower rate than discount would be required to be included in income
using the method described above.

     Section 1276(b)(3) of the Code specifically authorizes the Treasury
Department to issue regulations providing for the method for accruing market
discount on debt instruments, the principal of which is payable in more than one
installment. Until regulations are issued by the Treasury Department, certain
rules described in the Committee Report apply. The Committee Report indicates
that in each accrual period, you may accrue market discount on a REMIC regular
certificate held by you, at your option--

     o    on the basis of a constant yield method;

     o    in the case of a certificate issued without original issue discount,
          in an amount that bears the same ratio to the total remaining market
          discount as the stated interest paid in the accrual period bears to
          the total amount of stated interest remaining to be paid on the
          certificate as of the beginning of the accrual period; or

     o    in the case of a certificate issued with original issue discount, in
          an amount that bears the same ratio to the total remaining market
          discount as the original issue discount accrued in the accrual period
          bears to the total amount of original issue discount remaining on the
          certificate at the beginning of the accrual period.

     The prepayment assumption used in calculating the accrual of original issue
discount is also used in calculating the accrual of market discount.

     To the extent that REMIC regular certificates provide for monthly or other
periodic payments throughout their term, the effect of these rules may be to
require market discount to be includible in income at a rate that is not
significantly slower than the rate at which the discount would accrue if it were
original issue discount. Moreover, in any event a holder of a REMIC regular
certificate generally will be required to treat a portion of any gain on the
sale or exchange of the certificate as ordinary income to the extent of the
market discount accrued to the date of disposition under one of the foregoing
methods, less any accrued market discount previously reported as ordinary
income.

     Further, Section 1277 of the Code may require you to defer a portion of
your interest deductions for the taxable year attributable to any indebtedness
incurred or continued to purchase or carry a REMIC regular certificate purchased
with market discount. For these purposes, the de minimis rule referred to above
applies. Any deferred interest expense would not exceed the market discount that
accrues during the related taxable year and is, in general, allowed as a
deduction not later than the year in which the related market discount is
includible in income. If you have elected, however, to include market discount
in income currently as it accrues, the interest deferral rule described above
would not apply.

     Premium. A REMIC regular certificate purchased at a cost, excluding any
portion of the cost attributable to accrued qualified stated interest, that is
greater than its remaining stated redemption price will be considered to be
purchased at a premium. You may elect under Section 171 of the Code to amortize
the premium under the constant yield method over the life of the certificate. If
you elect to amortize bond premium, bond premium would be amortized on a
constant yield method and would be applied as an offset against qualified stated
interest. If made, this election will apply to all debt instruments having
amortizable bond premium that you own or subsequently acquire. The IRS has
issued regulations on the amortization of bond premium, but they specifically do
not apply to holders of REMIC regular certificates.

     The Treasury regulations also permit you to elect to include all interest,
discount and premium in income based on a constant yield method, further
treating you as having made the election to amortize premium generally. See "--
REMICs --Taxation of Owners of REMIC Regular Certificates--Market Discount"
above. The Committee Report states that the same rules that apply to accrual of
market discount and require the use of a prepayment assumption in accruing
market discount with respect to REMIC regular certificates without regard to
whether those certificates have original issue discount, will also apply in
amortizing bond premium under Section 171 of the Code.

                                       99


     Whether you will be treated as holding a REMIC regular certificate with
amortizable bond premium will depend on--

     o    the purchase price paid for your certificate; and

     o    the payments remaining to be made on your certificate at the time of
          its acquisition by you.

     If you acquire an interest in any class of REMIC regular certificates
issued at a premium, you should consider consulting your own tax advisor
regarding the possibility of making an election to amortize the premium.

     Realized Losses. Under Section 166 of the Code, if you are either a
corporate holder of a REMIC regular certificate or a noncorporate holder of a
REMIC regular certificate that acquires the certificate in connection with a
trade or business, you should be allowed to deduct, as ordinary losses, any
losses sustained during a taxable year in which your certificate becomes wholly
or partially worthless as the result of one or more realized losses on the
related mortgage loans. However, if you are a noncorporate holder that does not
acquire a REMIC regular certificate in connection with a trade or business, it
appears that--

     o    you will not be entitled to deduct a loss under Section 166 of the
          Code until your certificate becomes wholly worthless; and

     o    the loss will be characterized as a short-term capital loss.

     You will also have to accrue interest and original issue discount with
respect to your REMIC regular certificate, without giving effect to any
reductions in payments attributable to defaults or delinquencies on the related
mortgage loans, until it can be established that those payment reductions are
not recoverable. As a result, your taxable income in a period could exceed your
economic income in that period. If any amounts previously included in taxable
income are not ultimately received due to a loss on the related mortgage loans,
you should be able to recognize a loss or reduction in income. However, the law
is unclear with respect to the timing and character of this loss or reduction in
income.

     Taxation of Owners of REMIC Residual Certificates.

     General. Although a REMIC is a separate entity for federal income tax
purposes, the Code does not subject a REMIC to entity-level taxation, except
with regard to prohibited transactions and certain other transactions. See
"--REMICs--Prohibited Transactions Tax and Other Taxes" below. Rather, a holder
of REMIC residual certificates must generally take in income the taxable income
or net loss of the related REMIC. Accordingly, the Code treats the REMIC
residual certificates much differently than it would if they were direct
ownership interests in the related mortgage loans or debt instruments issued by
the related REMIC.

     Holders of REMIC residual certificates generally will be required to report
their daily portion of the taxable income or, subject to the limitations noted
in this discussion, the net loss of the related REMIC for each day during a
calendar quarter that they own those certificates. For this purpose, the taxable
income or net loss of the REMIC will be allocated to each day in the calendar
quarter ratably using a "30 days per month/90 days per quarter/360 days per
year" convention unless we otherwise disclose in the related prospectus
supplement. These daily amounts then will be allocated among the holders of the
REMIC residual certificates in proportion to their respective ownership
interests on that day. Any amount included in the certificateholders' gross
income or allowed as a loss to them by virtue of this paragraph will be treated
as ordinary income or loss. The taxable income of the REMIC will be determined
under the rules described below in "--REMICs--Taxation of Owners of REMIC
Residual Certificates--Taxable Income of the REMIC". Holders of REMIC residual
certificates must report the taxable income of the related REMIC without regard
to the timing or amount of cash payments by the REMIC until the REMIC's
termination. Income derived from the REMIC residual certificates will be
"portfolio income" for the purposes of the limitations under Section 469 of the
Code on the deductibility of "passive losses".

     A holder of a REMIC residual certificate that purchased the certificate
from a prior holder also will be required to report on its federal income tax
return amounts representing its daily share of the taxable income, or net loss,
of the related REMIC for each day that it holds the REMIC residual certificate.
These daily amounts generally will equal the amounts of taxable income or net
loss determined as described above. The Committee Report indicates that certain
modifications of the general rules may be made, by regulations, legislation or
otherwise, to reduce or increase the income of a holder of a REMIC residual
certificate. These modifications would occur when a holder purchases the REMIC
residual certificate from a prior


                                      100


holder at a price other than the adjusted basis that the REMIC residual
certificate would have had in the hands of an original holder of that
certificate. The Treasury regulations, however, do not provide for these
modifications.

     Any payments that you receive from the seller of a REMIC residual
certificate in connection with the acquisition of that certificate will be
income to you. Although it is possible that these payments would be includible
in income immediately upon receipt, the IRS might assert that you should include
these payments in income over time according to an amortization schedule or
according to some other method. Because of the uncertainty concerning the
treatment of these payments, we recommend that you consult your tax advisor
concerning the treatment of these payments for income tax purposes.

     Tax liability with respect to the amount of income that holders of REMIC
residual certificates will be required to report, will often exceed the amount
of cash payments received from the related REMIC for the corresponding period.
Consequently, you should have--

     o    other sources of funds sufficient to pay any federal income taxes due
          as a result of your ownership of REMIC residual certificates; or

     o    unrelated deductions against which income may be offset.

See, however, the rules discussed below relating to--

     o    "excess inclusions";

     o    residual interests without "significant value"; and

     o    "noneconomic" residual interests.

     The fact that the tax liability associated with this income allocated to
you may exceed the cash payments received by you for the corresponding period
may significantly and adversely affect their after-tax rate of return. This
disparity between income and payments may not be offset by corresponding losses
or reductions of income attributable to your certificates until subsequent tax
years. Even then, the extra income may not be completely offset due to changes
in the Code, tax rates or character of the income or loss. Therefore, the REMIC
residual certificates will ordinarily have a negative value at the time of
issuance. See "Risk Factors--Certain Federal Income Tax Consequences Regarding
Residual Certificates".

     Taxable Income of the REMIC. The taxable income of a REMIC will equal--

     o    the income from the mortgage loans and other assets of the REMIC; plus

     o    any cancellation of indebtedness income due to the allocation of
          realized losses to those REMIC certificates, constituting "regular
          interests" in the REMIC; less

     o    the following items--

          1.   the deductions allowed to the REMIC for interest, including
               original issue discount but reduced by any premium on issuance,
               on any class of REMIC certificates constituting "regular
               interests" in the REMIC, whether offered or not,

          2.   amortization of any premium on the mortgage loans held by the
               REMIC,

          3.   bad debt losses with respect to the mortgage loans held by the
               REMIC, and

          4.   except as described below, servicing, administrative and other
               expenses.

     For purposes of determining its taxable income, a REMIC will have an
initial aggregate basis in its assets equal to the sum of the issue prices of
all REMIC certificates, or in the case of REMIC certificates not sold initially,
their fair market values. The aggregate basis will be allocated among the
mortgage loans and the other assets of the REMIC in proportion to their
respective fair market values. The issue price of any REMIC certificates offered
hereby will be determined in the manner described above under "--REMICs--
Taxation of Owners of REMIC Regular Certificates--Original Issue


                                      101


Discount". The issue price of a REMIC certificate received in exchange for an
interest in mortgage loans or other property will equal the fair market value of
the interests in the mortgage loans or other property. Accordingly, if one or
more classes of REMIC certificates are retained initially rather than sold, the
related tax administrator may be required to estimate the fair market value of
these interests in order to determine the basis of the REMIC in the mortgage
loans and other property held by the REMIC.

     Subject to possible application of the de minimis rules, the method of
accrual by a REMIC of original issue discount income and market discount income
with respect to mortgage loans that it holds will be equivalent to the method
for accruing original issue discount income for holders of REMIC regular
certificates. That method is a constant yield method taking into account the
prepayment assumption. However, a REMIC that acquires loans at a market discount
must include that market discount in income currently, as it accrues, on a
constant yield basis. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates" above, which describes a method for accruing the discount income
that is analogous to that required to be used by a REMIC as to mortgage loans
with market discount that it holds.

     A REMIC will acquire a mortgage loan with discount, or premium, to the
extent that the REMIC's basis, determined as described in the preceding
paragraph, is different from its stated redemption price. Discount will be
includible in the income of the REMIC as it accrues, in advance of receipt of
the cash attributable to that income, under a method similar to the method
described above for accruing original issue discount on the REMIC regular
certificates. A REMIC probably will elect under Section 171 of the Code to
amortize any premium on the mortgage loans that it holds. Premium on any
mortgage loan to which this election applies may be amortized under a constant
yield method, presumably taking into account the prepayment assumption.

     A REMIC will be allowed deductions for interest, including original issue
discount, on all of the certificates that constitute "regular interests" in the
REMIC, whether or not offered hereby, as if those certificates were indebtedness
of the REMIC. Original issue discount will be considered to accrue for this
purpose as described above under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount". However, the de minimis rule described
in that section will not apply in determining deductions.

     If a class of REMIC regular certificates is issued at a price in excess of
the stated redemption price of that class, the net amount of interest deductions
that are allowed to the REMIC in each taxable year with respect to those
certificates will be reduced by an amount equal to the portion of that excess
that is considered to be amortized in that year. It appears that this excess
should be amortized under a constant yield method in a manner analogous to the
method of accruing original issue discount described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Original Issue
Discount".

     As a general rule, the taxable income of a REMIC will be determined as if
the REMIC were an individual having the calendar year as its taxable year and
using the accrual method of accounting. However, no item of income, gain, loss
or deduction allocable to a prohibited transaction will be taken into account.
See "--REMICs--Prohibited Transactions Tax and Other Taxes" below. Further, the
limitation on miscellaneous itemized deductions imposed on individuals by
Section 67 of the Code will not be applied at the REMIC level so that the REMIC
will be allowed full deductions for servicing, administrative and other
noninterest expenses in determining its taxable income. All those expenses will
be allocated as a separate item to the holders of the related REMIC
certificates, subject to the limitation of Section 67 of the Code. See
"--REMICs--Taxation of Owners of REMIC Residual Certificates--Pass-Through of
Miscellaneous Itemized Deductions" below. If the deductions allowed to the REMIC
exceed its gross income for a calendar quarter, the excess will be the net loss
for the REMIC for that calendar quarter.

     Basis Rules, Net Losses and Distributions. The adjusted basis of a REMIC
residual certificate will be equal to--

     o    the amount paid for that REMIC residual certificate; increased by

     o    amounts included in the income of the holder of that REMIC residual
          certificate; and decreased, but not below zero, by

     o    distributions made, and by net losses allocated, to the holder of that
          REMIC residual certificate.

     A holder of a REMIC residual certificate is not allowed to take into
account any net loss for any calendar quarter to the extent that the net loss
exceeds the adjusted basis to that holder as of the close of that calendar
quarter, determined without regard to that net loss. Any loss that is not
currently deductible by reason of this limitation may be carried forward


                                      102


indefinitely to future calendar quarters and, subject to the same limitation,
may be used only to offset income from the REMIC residual certificate.

     Any distribution on a REMIC residual certificate will be treated as a
nontaxable return of capital to the extent it does not exceed the holder's
adjusted basis in the REMIC residual certificate. To the extent a distribution
on a REMIC residual certificate exceeds the holder's adjusted basis, it will be
treated as gain from the sale of that REMIC residual certificate.

     A holder's basis in a REMIC residual certificate will initially equal the
amount paid for the certificate and will be increased by that holder's allocable
share of taxable income of the related REMIC. However, these increases in basis
may not occur until the end of the calendar quarter, or perhaps the end of the
calendar year, with respect to which the related REMIC's taxable income is
allocated to that holder. To the extent the initial basis of the holder of a
REMIC residual certificate is less than the payments to that holder, and
increases in the initial basis either occur after these distributions or,
together with the initial basis, are less than the amount of these
distributions, gain will be recognized to that holder on these distributions.
This gain will be treated as gain from the sale of its REMIC residual
certificate.

     The effect of these rules is that a holder of a REMIC residual certificate
may not amortize its basis in a REMIC residual certificate, but may only recover
its basis--

     o    through distributions;

     o    through the deduction of any net losses of the REMIC; or

     o    upon the sale of its REMIC residual certificate. See "--REMICs--Sales
          of REMIC Certificates" below.

     For a discussion of possible modifications of these rules that may require
adjustments to income of a holder of a REMIC residual certificate other than an
original holder, see "--REMICs--Taxation of Owners of REMIC Residual
Certificates--General" above. These adjustments could require a holder of a
REMIC residual certificate to account for any difference between the cost of the
certificate to the holder and the adjusted basis if the certificate would have
been in the hands of an original holder.

     Regulations have been issued addressing the federal income 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 the holder of a REMIC residual interest sells or
otherwise disposes of the 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 the REMIC residual certificates
should consult with their tax advisors regarding the effect of these
regulations.

     Excess Inclusions. Any excess inclusions with respect to a REMIC residual
certificate will be subject to federal income tax in all events. In general, the
excess inclusions with respect to a REMIC residual certificate for any calendar
quarter will be the excess, if any, of--

     o    the daily portions of REMIC taxable income allocable to that
          certificate; over

     o    the sum of the daily accruals for each day during the quarter that the
          certificate was held by that holder.

     The daily accruals of a holder of a REMIC residual certificate will be
determined by allocating to each day during a calendar quarter its ratable
portion of a numerical calculation. That calculation is the product of the
adjusted issue price of the REMIC residual certificate at the beginning of the
calendar quarter and 120% of the long-term Federal rate in effect on the date of
initial issuance. For this purpose, the adjusted issue price of a REMIC residual
certificate as of the beginning of any calendar quarter will be equal to--

     o    the issue price of the certificate; increased by



                                      103


     o    the sum of the daily accruals for all prior quarters; and decreased,
          but not below zero; by

     o    any payments made with respect to the certificate before the beginning
          of that quarter.

     The issue price of a REMIC residual certificate is the initial offering
price to the public at which a substantial amount of the REMIC residual
certificates were sold, but excluding sales to bond houses, brokers and
underwriters or, if no sales have been made, their initial value. The long-term
Federal rate is an average of current yields on Treasury securities with a
remaining term of greater than nine years, computed and published monthly by the
IRS.

     Although it has not done so, the Treasury Department has authority to issue
regulations that would treat the entire amount of income accruing on a REMIC
residual certificate as excess inclusions if the REMIC residual interest
evidenced by that certificate is considered not to have significant value.

     For holders of REMIC residual certificates, excess inclusions--

     o    will not be permitted to be offset by deductions, losses or loss
          carryovers from other activities;

     o    will be treated as unrelated business taxable income to an otherwise
          tax-exempt organization; and

     o    will not be eligible for any rate reduction or exemption under any
          applicable tax treaty with respect to the United States withholding
          tax imposed on payments to holders of REMIC residual certificates that
          are foreign investors. See, however, "--REMICs--Foreign Investors in
          REMIC Certificates" below.

     Furthermore, for purposes of the alternative minimum tax--

     o    excess inclusions will not be permitted to be offset by the
          alternative tax net operating loss deduction; and

     o    alternative minimum taxable income may not be less than the taxpayer's
          excess inclusions.

     This last rule has the effect of preventing non-refundable tax credits from
reducing the taxpayer's income tax to an amount lower than the alternative
minimum tax on excess inclusions.

     In the case of any REMIC residual certificates held by a real estate
investment trust, or REIT, the aggregate excess inclusions with respect to these
REMIC residual certificates will be allocated among the shareholders of the REIT
in proportion to the dividends received by the shareholders from the REIT. Any
amount so allocated will be treated as an excess inclusion with respect to a
REMIC residual certificate as if held directly by the shareholder. The aggregate
excess inclusions referred to in the previous sentence will be reduced, but not
below zero, by any REIT taxable income, within the meaning of Section 857(b)(2)
of the Code, other than any net capital gain. Treasury regulations yet to be
issued could apply a similar rule to--

     o    regulated investment companies;

     o    common trust funds; and

     o    certain cooperatives.

The Treasury regulations, however, currently do not address this subject.

                                      104


     Noneconomic REMIC Residual Certificates. Under the Treasury regulations,
transfers of "noneconomic" REMIC residual certificates will be disregarded for
all federal income tax purposes if "a significant purpose of the transfer was to
enable the transferor to impede the assessment or collection of tax". If a
transfer is disregarded, the purported transferor will continue to remain liable
for any taxes due with respect to the income on the "noneconomic" REMIC residual
certificate. The Treasury regulations provide that a REMIC residual certificate
is noneconomic unless, based on the prepayment assumption and on any required or
permitted clean up calls, or required liquidation provided for in the related
Governing Document--

     o    the present value of the expected future payments on the REMIC
          residual certificate equals at least the present value of the expected
          tax on the anticipated excess inclusions; and

     o    the transferor reasonably expects that the transferee will receive
          payments with respect to the REMIC residual certificate at or after
          the time the taxes accrue on the anticipated excess inclusions in an
          amount sufficient to satisfy the accrued taxes.

The present value calculation referred to above is calculated using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate. This rate is computed and published monthly by the
IRS.

     Accordingly, all transfers of REMIC residual certificates that may
constitute noneconomic residual interests will be subject to certain
restrictions under the terms of the related Governing Document that are intended
to reduce the possibility of any transfer being disregarded. These restrictions
will require an affidavit--

     o    from each party to the transfer, stating that no purpose of the
          transfer is to impede the assessment or collection of tax;

     o    from the prospective transferee, providing certain representations as
          to its financial condition and providing a representation that it
          understands that, as the holder of the noneconomic interest, the
          transferee may incur tax liabilities in excess of cash flows generated
          by the residual interest and the transferee intends to pay the taxes
          associated with the residual interest as they become due; and

     o    from the prospective transferor, stating that it has made a reasonable
          investigation to determine the transferee's historic payment of its
          debts and ability to continue to pay its debts as they come due in the
          future; and

     o    from the prospective transferee, stating that it will not cause income
          from the REMIC residual certificate to be attributable to a foreign
          permanent establishment or fixed base, within the meaning of an
          applicable income tax treaty, of the transferee or any other person,
          and the REMIC residual certificate, is, in fact, not transferred to
          such permanent establishment or fixed base.

     In addition, the Treasury has issued final regulations, which require that
one of the following two tests be satisfied in order to obtain safe harbor
protection from possible disregard of a transfer of a REMIC residual
certificate:

     o    the present value of the anticipated tax liabilities associated with
          holding the REMIC residual interest were less than or equal to the sum
          of--

          1. the present value of any consideration given to the transferee to
          acquire the interest;

          2. the present value of the expected future distributions on the
          interest; and

          3. the present value of the anticipated tax savings associated with
          the holding of the interest as the REMIC generates losses.

For purposes of these computations, the transferee is assumed to pay tax at the
highest corporate rate of tax (currently 35%) or, in certain circumstances, the
alternative minimum tax rate. Present values would be computed using a discount
rate equal to a short-term Federal rate set forth in Section 1274(d) of the Code
for the month of such transfer and the compounding period used by the
transferee; or

                                      105


     o    1. 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);

          2. the transferee must agree in writing that any subsequent transfer
          of the residual interest would meet the requirements for a safe harbor
          transfer; and

          3. the facts and circumstances known to the transferor on or before
          the date of the transfer must not reasonably indicate that the taxes
          associated with ownership of the REMIC residual interest will not be
          paid by the transferee.


Unless otherwise stated in the related prospectus supplement, the Governing
Document requires that all transferees of residual certificates furnish an
affidavit as to the applicability of the safe harbor, unless the transferor
waives the requirement that the transferee do so.

     Prospective investors should consult their own tax advisors as to the
applicability and effect of these safe harbor tests.

     Prior to purchasing a REMIC residual certificate, prospective purchasers
should consider the possibility that a purported transfer of a REMIC residual
certificate to another party at some future date may be disregarded in
accordance with the above-described rules. This would result in the retention of
tax liability by the transferor in respect of that purported transfer.

     We will disclose in the related prospectus supplement whether the offered
REMIC residual certificates may be considered "noneconomic" residual interests
under the Treasury regulations. However, we will base any disclosure that a
REMIC residual certificate will not be considered "noneconomic" upon certain
assumptions. Further, we will make no representation that a REMIC residual
certificate will not be considered "noneconomic" for purposes of the
above-described rules.

     See "--REMICs --Taxation of Owners of REMIC Residual
Certificates--Foreigners May Not Hold REMIC Residual Certificates" below for
additional restrictions applicable to transfers of certain REMIC residual
certificates to foreign persons and to United States partnerships that have any
non-United States persons as partners.

     Mark-to-Market Rules. Regulations under Section 475 of the Code provide a
REMIC residual certificate is not treated as a security for purposes of Section
475 of the Code. Thus, a REMIC residual certificate is not subject to the
mark-to-market rules.

     Foreigners May Not Hold REMIC Residual Certificates. Unless we otherwise
state in the related prospectus supplement, transfers of REMIC residual
certificates to investors that are foreign persons under the Code and to United
States partnerships that have any non-United States persons as partners will be
prohibited under the related Governing Document. If transfers of REMIC residual
certificates to investors that are foreign persons are permitted pursuant to the
related Governing Document, we will describe in the related prospectus
supplement additional restrictions applicable to transfers of certain REMIC
residual certificates to these persons.

     Pass-Through of Miscellaneous Itemized Deductions. Fees and expenses of a
REMIC generally will be allocated to the holders of the related REMIC residual
certificates. The applicable Treasury regulations indicate, however, that in the
case of a REMIC that is similar to a single class grantor trust, all or a
portion of these fees and expenses should be allocated to the holders of the
related REMIC regular certificates. Unless we state otherwise in the related
prospectus supplement, however, these fees and expenses will be allocated to
holders of the related REMIC residual certificates in their entirety and not to
the holders of the related REMIC regular certificates.

     If the holder of a REMIC certificate receives an allocation of fees and
expenses in accordance with the preceding discussion, and if that holder is--

     o    an individual;

     o    an estate or trust; or

                                      106


     o    a pass-through entity beneficially owned by one or more individuals,
          estates or trusts,

then--

     o    an amount equal to this individual's, estate's or trust's share of
          these fees and expenses will be added to the gross income of this
          holder; and

     o    the individual's, estate's or trust's share of these fees and expenses
          will be treated as a miscellaneous itemized deduction allowable
          subject to the limitation of Section 67 of the Code, which permits the
          deduction of these fees and expenses only to the extent they exceed in
          the aggregate 2% of a taxpayer's adjusted gross income.

     In addition, Section 68 of the Code provides that the amount of itemized
deductions otherwise allowable for an individual whose adjusted gross income
exceeds a specified amount will be reduced by the lesser of--

     o    3% of the excess, if any, of adjusted gross income over a statutory
          inflation-adjusted amount, or;

     o    80% of the amount of itemized deductions otherwise allowable for such
          year.

Such limitations will be phased out beginning in 2006 and eliminated in 2009.

     Furthermore, in determining the alternative minimum taxable income of a
holder of a REMIC certificate that is--

     o    an individual,

     o    an estate or trust, or

     o    a pass-through entity beneficially owned by one or more individuals,
          estates or trusts,

     no deduction will be allowed for the holder's allocable portion of
servicing fees and other miscellaneous itemized deductions of the REMIC, even
though an amount equal to the amount of these fees and other deductions will be
included in the holder's gross income.

     The amount of additional taxable income reportable by holders of REMIC
certificates that are subject to the limitations of either Section 67 or Section
68 of the Code, or the complete disallowance of the related expenses for
alternative minimum tax purposes, may be substantial.

     Accordingly, REMIC certificates to which these expenses are allocated will
generally not be appropriate investments for--

     o    an individual;

     o    an estate or trust; or

     o    a pass-through entity beneficially owned by one or more individuals,
          estates or trusts.

     We recommend that prospective investors consult with their tax advisors
prior to making an investment in a REMIC certificate to which these expenses are
allocated.

     Sales of REMIC Certificates. If a REMIC certificate is sold, the selling
certificateholder will recognize gain or loss equal to the difference between
the amount realized on the sale and its adjusted basis in the REMIC certificate.
The adjusted basis of a REMIC regular certificate generally will equal--

     o    the cost of the certificate to that certificateholder; increased by

                                      107


     o    income reported by that certificateholder with respect to the
          certificate, including original issue discount and market discount
          income; and reduced, but not below zero, by

     o    payments on the certificate received by that certificateholder,
          amortized premium and realized losses allocated to the certificate and
          previously deducted by the certificateholder.

     The adjusted basis of a REMIC residual certificate will be determined as
described above under "--REMICs--Taxation of Owners of REMIC Residual
Certificates--Basis Rules, Net Losses and Distributions". Except as described
below, any gain or loss from your sale of a REMIC certificate will be capital
gain or loss, provided that you hold the certificate as a capital asset within
the meaning of Section 1221 of the Code, which is generally property held for
investment.

     In addition to the recognition of gain or loss on actual sales, the Code
requires the recognition of gain, but not loss, upon the "constructive sale of
an appreciated financial position". A constructive sale of an appreciated
financial position occurs if a taxpayer enters into certain transactions or
series of transactions that have the effect of substantially eliminating the
taxpayer's risk of loss and opportunity for gain with respect to the financial
instrument. Debt instruments that--

     o    entitle the holder to a specified principal amount;

     o    pay interest at a fixed or variable rate; and

     o    are not convertible into the stock of the issuer or a related party,

cannot be the subject of a constructive sale for this purpose. Because most
REMIC regular certificates meet this exception, Section 1259 will not apply to
most REMIC regular certificates. However, REMIC regular certificates that have
no, or a disproportionately small amount of, principal, can be the subject of a
constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the taxable year. A taxpayer would do so
because of the rule that limits the deduction of interest on indebtedness
incurred to purchase or carry property held for investment to a taxpayer's net
investment income.

     The Code provides for lower rates as to long-term capital gains than those
applicable to the short-term capital gains and ordinary income recognized or
received by individuals. No rate differential exists for corporations. In
addition, the distinction between a capital gain or loss and ordinary income or
loss is relevant for other purposes to both individuals and corporations.

     Gain from the sale of a REMIC regular certificate that might otherwise be a
capital gain will be treated as ordinary income to the extent that the gain does
not exceed the excess, if any, of--

     o    the amount that would have been includible in the seller's income with
          respect to that REMIC regular certificate assuming that income had
          accrued thereon at a rate equal to 110% of the applicable Federal rate
          determined as of the date of purchase of the certificate, which is a
          rate based on an average of current yields on Treasury securities
          having a maturity comparable to that of the certificate based on the
          application of the prepayment assumption to the certificate; over

     o    the amount of ordinary income actually includible in the seller's
          income prior to that sale.

     In addition, gain recognized on the sale of a REMIC regular certificate by
a seller who purchased the certificate at a market discount will be taxable as
ordinary income in an amount not exceeding the portion of that discount that
accrued during the period the certificate was held by the seller, reduced by any
market discount included in income under the rules described above under
"--REMICs--Taxation of Owners of REMIC Regular Certificates--Market Discount"
and "--Premium".

     REMIC certificates will be "evidences of indebtedness" within the meaning
of Section 582(c)(1) of the Code, so that gain or loss recognized from the sale
of a REMIC certificate by a bank or thrift institution to which that section of
the Code applies will be ordinary income or loss.

                                      108


     A portion of any gain from the sale of a REMIC regular certificate that
might otherwise be capital gain may be treated as ordinary income to the extent
that a holder holds the certificate as part of a "conversion transaction" within
the meaning of Section 1258 of the Code. A conversion transaction generally is
one in which the taxpayer has taken two or more positions in the same or similar
property that reduce or eliminate market risk, if substantially all of the
taxpayer's return is attributable to the time value of the taxpayer's net
investment in that transaction. The amount of gain so realized in a conversion
transaction that is recharacterized as ordinary income generally will not exceed
the amount of interest that would have accrued on the taxpayer's net investment
at 120% of the appropriate applicable Federal rate at the time the taxpayer
enters into the conversion transaction, subject to appropriate reduction for
prior inclusion of interest and other ordinary income items from the
transaction.

     Except as may be provided in Treasury regulations yet to be issued, a loss
realized on the sale of a REMIC residual certificate will be subject to the
"wash sale" rules of Section 1091 of the Code, if during the period beginning
six months before, and ending six months after, the date of that sale, the
seller of that certificate--

     o    reacquires that same REMIC residual certificate;

     o    acquires any other residual interest in a REMIC; or

     o    acquires any similar interest in a "taxable mortgage pool", as defined
          in Section 7701(i) of the Code.

     In that event, any loss realized by the holder of a REMIC residual
certificate on the sale will not be recognized or deductible currently, but
instead will be added to that holder's adjusted basis in the newly-acquired
asset.

     Prohibited Transactions Tax and Other Taxes. The Code imposes a tax on
REMICs equal to 100% of the net income derived from prohibited transactions. In
general, subject to certain specified exceptions, a prohibited transaction
includes--

     o    the disposition of a non-defaulted mortgage loan,

     o    the receipt of income from a source other than a mortgage loan or
          certain other permitted investments,

     o    the receipt of compensation for services, or

     o    the gain from the disposition of an asset purchased with collections
          on the mortgage loans for temporary investment pending payment on the
          REMIC certificates.

     It is not anticipated that any REMIC will engage in any prohibited
transactions as to which it would be subject to this tax.

     In addition, certain contributions to a REMIC made after the day on which
the REMIC issues all of its interests could result in the imposition of a tax on
the REMIC equal to 100% of the value of the contributed property. The related
Governing Document will include provisions designed to prevent the acceptance of
any contributions that would be subject to this tax.

     REMICs also are subject to federal income tax at the highest corporate rate
on net income from foreclosure property, determined by reference to the rules
applicable to REITs. Net income from foreclosure property generally means income
from foreclosure property other than qualifying rents and other qualifying
income for a REIT. Under certain circumstances, the special servicer may be
authorized to conduct activities with respect to a mortgaged property acquired
by a trust that causes the trust to incur this tax if doing so would, in the
reasonable discretion of the special servicer, maximize the net after-tax
proceeds to certificateholders. However, under no circumstance will the special
servicer cause the acquired mortgaged property to cease to be a "permitted
investment" under Section 860G(a)(5) of the Code.

     Unless we otherwise disclose in the related prospectus supplement, it is
not anticipated that any material state or local income or franchise tax will be
imposed on any REMIC.

                                      109


     Unless we state otherwise in the related prospectus supplement, and to the
extent permitted by then applicable laws, any tax on prohibited transactions,
certain contributions or net income from foreclosure property, and any state or
local income or franchise tax, that may be imposed on the REMIC will be borne by
the related trustee, tax administrator, master servicer, special servicer or
manager, in any case out of its own funds, provided that--

     o    the person has sufficient assets to do so; and

     o    the tax arises out of a breach of that person's obligations under
          select provisions of the related Governing Document.

     Any tax not borne by one of these persons would be charged against the
related trust resulting in a reduction in amounts payable to holders of the
related REMIC certificates.

     Tax and Restrictions on Transfers of REMIC Residual Certificates to Certain
Organizations. If a REMIC residual certificate is transferred to a disqualified
organization, a tax will be imposed in an amount equal to the product of--

     o    the present value of the total anticipated excess inclusions with
          respect to the REMIC residual certificate for periods after the
          transfer; and

     o    the highest marginal federal income tax rate applicable to
          corporations.

     The value of the anticipated excess inclusions is discounted using the
applicable Federal rate for obligations whose term ends on the close of the last
quarter in which excess inclusions are expected to accrue with respect to the
REMIC residual certificate.

     The anticipated excess inclusions must be determined as of the date that
the REMIC residual certificate is transferred and must be based on--

     o    events that have occurred up to the time of the transfer;

     o    the prepayment assumption; and

     o    any required or permitted clean up calls or required liquidation
          provided for in the related Governing Document.

     The tax on transfers to disqualified organizations generally would be
imposed on the transferor of the REMIC residual certificate, except when the
transfer is through an agent for a disqualified organization. In that case, the
tax would instead be imposed on the agent. However, a transferor of a REMIC
residual certificate would in no event be liable for the tax with respect to a
transfer if--

     o    the transferee furnishes to the transferor an affidavit that the
          transferee is not a disqualified organization; and

     o    as of the time of the transfer, the transferor does not have actual
          knowledge that the affidavit is false.

     In addition, if a pass-through entity includes in income excess inclusions
with respect to a REMIC residual certificate, and a disqualified organization is
the record holder of an interest in that entity, then a tax will be imposed on
that entity equal to the product of--

     o    the amount of excess inclusions on the certificate that are allocable
          to the interest in the pass-through entity held by the disqualified
          organization; and

     o    the highest marginal federal income tax rate imposed on corporations.

                                      110


     A pass-through entity will not be subject to this tax for any period,
however, if each record holder of an interest in that pass-through entity
furnishes to that pass-through entity--

     o    the holder's social security number and a statement under penalties of
          perjury that the social security number is that of the record holder;
          or

     o    a statement under penalties of perjury that the record holder is not a
          disqualified organization.

     If an electing large partnership holds a REMIC residual certificate, all
interests in the electing large partnership are treated as held by disqualified
organizations for purposes of the tax imposed on pass-through entities described
in the second preceding paragraph. This tax on electing large partnerships must
be paid even if each record holder of an interest in that partnership provides a
statement mentioned in the prior paragraph.

     For these purposes, a "disqualified organization" means--

     o    the United States;

     o    any State or political subdivision thereof;

     o    any foreign government;

     o    any international organization;

     o    any agency or instrumentality of the foregoing, except for
          instrumentalities described in Section 168(h)(2)(D) of the Code or
          Freddie Mac;

     o    any organization, other than a cooperative described in Section 521 of
          the Code, that is exempt from federal income tax, except if it is
          subject to the tax imposed by Section 511 of the Code; or

     o    any organization described in Section 1381(a)(2)(C) of the Code.

     For these purposes, a "pass-through entity" means any--

     o    regulated investment company;

     o    real estate investment trust;

     o    trust;

     o    partnership; or

     o    certain other entities described in Section 860E(e)(6) of the Code.

     For these purposes, an "electing large partnership" means any partnership
having more than 100 members during the preceding tax year which elects to apply
simplified reporting provisions under the Code, except for certain service
partnerships and commodity pools.

     In addition, a person holding an interest in a pass-through entity as a
nominee for another person will, with respect to that interest, be treated as a
pass-through entity.

     Moreover, an entity will not qualify as a REMIC unless there are reasonable
arrangements designed to ensure that--

     o    the residual interests in the entity are not held by disqualified
          organizations; and

     o    the information necessary for the application of the tax described
          herein will be made available.

                                      111


     We will include in the related Governing Document restrictions on the
transfer of REMIC residual certificates and certain other provisions that are
intended to meet this requirement, and we will discuss those restrictions and
provisions in any prospectus supplement relating to the offering of any REMIC
residual certificate.

     Termination. A REMIC will terminate immediately after the payment date
following receipt by the REMIC of the final payment in respect of the related
mortgage loans or upon a sale of the REMIC's assets following the adoption by
the REMIC of a plan of complete liquidation. The last payment on a REMIC regular
certificate will be treated as a payment in retirement of a debt instrument. In
the case of a REMIC residual certificate, if the last payment on that
certificate is less than the REMIC residual certificateholder's adjusted basis
in the certificate, that holder should, but may not, be treated as realizing a
capital loss equal to the amount of that difference.

     Reporting and Other Administrative Matters. Solely for purposes of the
administrative provisions of the Code, a REMIC will be treated as a partnership
and holders of the related REMIC residual certificates will be treated as
partners. Unless we otherwise state in the related prospectus supplement, the
related tax administrator will file REMIC federal income tax returns on behalf
of the REMIC, and will be designated as and will act as or on behalf of the tax
matters person with respect to the REMIC in all respects.

     As, or as agent for, the tax matters person, the related tax administrator,
subject to certain notice requirements and various restrictions and limitations,
generally will have the authority to act on behalf of the REMIC and the holders
of the REMIC residual certificates in connection with the administrative and
judicial review of the REMIC's--

     o    income;

     o    deductions;

     o    gains;

     o    losses; and

     o    classification as a REMIC.

     Holders of REMIC residual certificates generally will be required to report
these REMIC items consistently with their treatment on the related REMIC's tax
return. In addition, these holders may in some circumstances be bound by a
settlement agreement between the related tax administrator, as, or as agent for,
the tax matters person, and the IRS concerning any REMIC item. Adjustments made
to the REMIC's tax return may require these holders to make corresponding
adjustments on their returns. An audit of the REMIC's tax return, or the
adjustments resulting from that audit, could result in an audit of a holder's
return.

     No REMIC will be registered as a tax shelter pursuant to Section 6111 of
the Code. Any person that holds a REMIC residual certificate as a nominee for
another person may be required to furnish to the related REMIC, in a manner to
be provided in Treasury regulations, the name and address of that other person,
as well as other information.

     Reporting of interest income, including any original issue discount, with
respect to REMIC regular certificates is required annually, and may be required
more frequently under Treasury regulations. These information reports generally
are required to be sent or made readily available through electronic means to
individual holders of REMIC regular certificates and the IRS. Holders of REMIC
regular certificates that are--

     o    corporations;

     o    trusts;

     o    securities dealers; and

     o    certain other non-individuals,


                                      112


will be provided interest and original issue discount income information and the
information set forth in the following paragraphs. This information will be
provided upon request in accordance with the requirements of the applicable
regulations. The information must be provided by the later of--

     o    30 days after the end of the quarter for which the information was
          requested; or

     o    two weeks after the receipt of the request.

     Reporting with respect to REMIC residual certificates, including--

     o    income;

     o    excess inclusions;

     o    investment expenses; and

     o    relevant information regarding qualification of the REMIC's assets,

will be made as required under the Treasury regulations, generally on a
quarterly basis.

     As applicable, the REMIC regular certificate information reports will
include a statement of the adjusted issue price of the REMIC regular certificate
at the beginning of each accrual period. In addition, the reports will include
information required by regulations with respect to computing the accrual of any
market discount. Because exact computation of the accrual of market discount on
a constant yield method would require information relating to the holder's
purchase price that the REMIC may not have, the regulations only require that
information pertaining to the appropriate proportionate method of accruing
market discount be provided. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Market Discount".

     Unless we otherwise specify in the related prospectus supplement, the
responsibility for complying with the foregoing reporting rules will be borne by
the tax administrator for the subject REMIC.

     Backup Withholding with Respect to REMIC Certificates. Payments of interest
and principal, as well as payments of proceeds from the sale of REMIC
certificates, may be subject to the "backup withholding tax" under Section 3406
of the Code if recipients of these payments--

     o    fail to furnish to the payor certain information, including their
          taxpayer identification numbers; or

     o    otherwise fail to establish an exemption from this tax.

     Any amounts deducted and withheld from a payment to a recipient would be
allowed as a credit against the recipient's federal income tax. Furthermore,
certain penalties may be imposed by the IRS on a recipient of payments that is
required to supply information but that does not do so in the proper manner.

     Foreign Investors in REMIC Certificates. A holder of an offered certificate
that is--

     o    a foreign person; and

     o    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 that certificate;

will normally not be subject to United States federal income or withholding tax
in respect of a payment on an offered certificate. To avoid withholding tax,
that holder must comply with certain identification requirements. These
requirements include delivery of a statement, signed by the certificateholder
under penalties of perjury, certifying that the certificateholder is a foreign
person and providing the name, address and such other information with respect
to the certificateholder as may be required by regulations issued by the
Treasury Department.

                                      113


     For these purposes, a "foreign person" is anyone other than a United States
person. A "United States person" is--

     o    a citizen or resident of the United States;

     o    a corporation, partnership or other entity created or organized in, or
          under the laws of, the United States, any state or the District of
          Columbia;

     o    an estate whose income from sources without the United States is
          includible in gross income for United States federal income tax
          purposes regardless of its connection with the conduct of a trade or
          business within the United States; or

     o    a trust as to which--

          1.   a court in the United States is able to exercise primary
               supervision over the administration of the trust, and

          2.   one or more United States persons have the authority to control
               all substantial decisions of the trust.

     In addition, to the extent provided in the Treasury Regulations, a trust
will be a United States person if it was in existence on August 20, 1996 and it
elected to be treated as a United States person.

     It is possible that the IRS may assert that the foregoing tax exemption
should not apply with respect to a REMIC regular certificate held by a person or
entity that owns directly or indirectly a 10% or greater interest in the related
REMIC residual certificates. If the holder does not qualify for exemption,
payments of interest, including payments in respect of accrued original issue
discount, to that holder may be subject to a tax rate of 30%, subject to
reduction under any applicable tax treaty.

     It is possible, under regulations promulgated under Section 881 of the Code
concerning conduit financing transactions, that the exemption from withholding
taxes described above may also not be available to a holder who is a foreign
person and either--

     o    owns 10% or more of one or more underlying mortgagors; or

     o    if the holder is a controlled foreign corporation, is related to one
          or more mortgagors in the applicable trust.

     Further, it appears that a REMIC regular certificate would not be included
in the estate of a nonresident alien individual and would not be subject to
United States estate taxes. However, it is recommended that certificateholders
who are nonresident alien individuals consult their tax advisors concerning this
question.

     Unless we otherwise state in the related prospectus supplement, the related
Governing Document will prohibit transfers of REMIC residual certificates to
investors that are--

     o    foreign persons, or

     o    United States persons, if classified as a partnership under the Code,
          unless all of their beneficial owners are United States persons.

GRANTOR TRUSTS

     Classification of Grantor Trusts. With respect to each series of grantor
trust certificates, our counsel will deliver its opinion to the effect that,
assuming compliance with all provisions of the related Governing Document, the
related trust, or relevant portion thereof, will be classified as a grantor
trust under subpart E, part I of subchapter J of the Code and not as a
partnership or an association taxable as a corporation.

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     For purposes of the following discussion--

     o    A grantor trust certificate representing an undivided equitable
          ownership interest in the principal of the mortgage loans constituting
          the related grantor trust, together with interest (if any) thereon at
          a pass-through rate, will be referred to as a "grantor trust
          fractional interest certificate"; and

     o    A grantor trust certificate representing ownership of all or a portion
          of the difference between--

          1.   interest paid on the mortgage loans constituting the related
               grantor trust, minus

          2.   the sum of--

               o    normal administration fees, and

               o    interest paid to the holders of grantor trust fractional
                    interest certificates issued with respect to that grantor
                    trust,

          will be referred to as a "grantor trust strip certificate". A grantor
          trust strip certificate may also evidence a nominal ownership interest
          in the principal of the mortgage loans constituting the related
          grantor trust.

     Characterization of Investments in Grantor Trust Certificates.

     Grantor Trust Fractional Interest Certificates. Unless we otherwise
disclose in the related prospectus supplement, any offered certificates that are
grantor trust fractional interest certificates will generally represent
interests in--

     o    "loans...secured by an interest in real property" within the meaning
          of Section 7701(a)(19)(C)(v) of the Code, but only to the extent that
          the underlying mortgage loans have been made with respect to property
          that is used for residential or certain other prescribed purposes;

     o    "obligation[s] (including any participation or certificate of
          beneficial ownership therein) which . . . [are] principally secured by
          an interest in real property" within the meaning of Section 860G(a)(3)
          of the Code; and

     o    "real estate assets" within the meaning of Section 856(c)(5)(B) of the
          Code.

     In addition, interest on offered certificates that are grantor trust
fractional interest certificates will, to the same extent, be considered
"interest on obligations secured by mortgages on real property or on interests
in real property" within the meaning of Section 856(c)(3)(B) of the Code.

     Grantor Trust Strip Certificates. Even if grantor trust strip certificates
evidence an interest in a grantor trust--

     o    consisting of mortgage loans that are "loans . . . secured by an
          interest in real property" within the meaning of Section
          7701(a)(19)(C)(v) of the Code;

     o    consisting of mortgage loans that are "real estate assets" within the
          meaning of Section 856(c)(5)(B) of the Code; and

     o    the interest on which is "interest on obligations secured by mortgages
          on real property" within the meaning of Section 856(c)(3)(A) of the
          Code,

it is unclear whether the grantor trust strip certificates, and the income
therefrom, will be so characterized. We recommend that prospective purchasers to
which the characterization of an investment in grantor trust strip certificates
is material consult their tax advisors regarding whether the grantor trust strip
certificates, and the income therefrom, will be so characterized.



                                      115


     The grantor trust strip certificates will be "obligation[s] (including any
participation or certificate of beneficial ownership therein) which . . . [are]
principally secured by an interest in real property" within the meaning of
Section 860G(a)(3)(A) of the Code.

     Taxation of Owners of Grantor Trust Fractional Interest Certificates.

     General. Holders of a particular series of grantor trust fractional
interest certificates generally--

     o    will be required to report on their federal income tax returns their
          shares of the entire income from the mortgage loans, including amounts
          used to pay reasonable servicing fees and other expenses, and

     o    will be entitled to deduct their shares of any reasonable servicing
          fees and other expenses.

     Because of stripped interests, market or original issue discount, or
premium, the amount includible in income on account of a grantor trust
fractional interest certificate may differ significantly from interest paid or
accrued on the underlying mortgage loans.

     Section 67 of the Code allows an individual, estate or trust holding a
grantor trust fractional interest certificate directly or through certain
pass-through entities a deduction for any reasonable servicing fees and expenses
only to the extent that the aggregate of the holder's miscellaneous itemized
deductions exceeds two percent of the holder's adjusted gross income.

     Section 68 of the Code reduces the amount of itemized deductions otherwise
allowable for an individual whose adjusted gross income exceeds a specified
amount.

     The amount of additional taxable income reportable by holders of grantor
trust fractional interest certificates who are subject to the limitations of
either Section 67 or Section 68 of the Code may be substantial. Further,
certificateholders, other than corporations, subject to the alternative minimum
tax may not deduct miscellaneous itemized deductions in determining their
alternative minimum taxable income.

     Although it is not entirely clear, it appears that in transactions in which
multiple classes of grantor trust certificates, including grantor trust strip
certificates, are issued, any fees and expenses should be allocated among those
classes of grantor trust certificates. The method of this allocation should
recognize that each class benefits from the related services. In the absence of
statutory or administrative clarification as to the method to be used, we
currently expect that information returns or reports to the IRS and
certificateholders will be based on a method that allocates these fees and
expenses among classes of grantor trust certificates with respect to each period
based on the payments made to each class during that period.

     The federal income tax treatment of grantor trust fractional interest
certificates of any series will depend on whether they are subject to the
stripped bond rules of Section 1286 of the Code. Grantor trust fractional
interest certificates may be subject to those rules if--

     o    a class of grantor trust strip certificates is issued as part of the
          same series; or

     o    we or any of our affiliates retain, for our or its own account or for
          purposes of resale, a right to receive a specified portion of the
          interest payable on an underlying mortgage loan.

     Further, the IRS has ruled that an unreasonably high servicing fee retained
by a seller or servicer will be treated as a retained ownership interest in
mortgage loans that constitutes a stripped coupon. We will include in the
related prospectus supplement information regarding servicing fees paid out of
the assets of the related trust to--

     o    a master servicer;

     o    a special servicer;

     o    any sub-servicer; or

     o    their respective affiliates.


                                      116


     With respect to certain categories of debt instruments, Section 1272(a)(6)
of the Code requires the use of a reasonable prepayment assumption in accruing
original issue discount, and adjustments in the accrual of original issue
discount when prepayments do not conform to the prepayment assumption.

     Legislation enacted in 1997 extended the section to cover investments in
any pool of debt instruments the yield on which may be affected by reason of
prepayments. The precise application of Section 1272(a)(6) of the Code to pools
of debt instruments, is unclear in certain respects. For example, it is
uncertain whether a prepayment assumption will be applied collectively to all of
a taxpayer's investments in these pools of debt instruments, or on an
investment-by-investment basis. Similarly, it is not clear whether the assumed
prepayment rate as to investments in grantor trust fractional interest
certificates is to be determined based on conditions at the time of the first
sale of the certificate or, with respect to any holder, at the time of purchase
of the certificate by that holder.

     We recommend that certificateholders consult their tax advisors concerning
reporting original issue discount, market discount and premium with respect to
grantor trust fractional interest certificates.

     If Stripped Bond Rules Apply. If the stripped bond rules apply, each
grantor trust fractional interest certificate will be treated as having been
issued with "original issue discount" within the meaning of Section 1273(a) of
the Code. This is subject, however, to the discussion below regarding--

     o    the treatment of certain stripped bonds as market discount bonds; and

     o    de minimis market discount.

See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--Market Discount" below.

     The holder of a grantor trust fractional interest certificate will report
interest income from its grantor trust fractional interest certificate for each
month, to the extent it constitutes "qualified stated interest," in accordance
with its normal method of accounting. See "--REMICs--Taxation of Owners of REMIC
Regular Certificates--Original Issue Discount" above for a definition of
"qualified stated interest".

     The original issue discount on a grantor trust fractional interest
certificate will be the excess of the certificate's stated redemption price over
its issue price. The issue price of a grantor trust fractional interest
certificate as to any purchaser will be equal to the price paid by that
purchaser of the grantor trust fractional interest certificate. The stated
redemption price of a grantor trust fractional interest certificate will be--

     o    the sum of all payments to be made on that certificate;

     o    other than qualified stated interest, if any; and

     o    the certificate's share of reasonable servicing fees and other
          expenses.

     See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional
Interest Certificates--If Stripped Bond Rules Do Not Apply" for a definition of
qualified stated interest. In general, the amount of income that accrues in any
month would equal the product of--

     o    the holder's adjusted basis in the grantor trust fractional interest
          certificate at the beginning of the related month, as defined in
          "--Grantor Trusts--Sales of Grantor Trust Certificates"; and

     o    the yield of that grantor trust fractional interest certificate to the
          holder.

     The yield would be computed as the rate, that, if used to discount the
holder's share of future payments on the related mortgage loans, would cause the
present value of those future payments to equal the price at which the holder
purchased the certificate. This rate is compounded based on the regular interval
between payment dates. In computing yield under the stripped bond rules, a
certificateholder's share of future payments on the related mortgage loans will
not include any payments made in respect of any ownership interest in those
mortgage loans retained by us, a master servicer, a special servicer, a
sub-servicer, or our or their respective affiliates, but will include the
certificateholder's share of any reasonable servicing fees and other expenses,
and is based generally on the method described in Section 1272(a)(6) of the
Code. The


                                      117


precise means of applying that method is uncertain in various respects, however.
See "--Grantor Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     In the case of a grantor trust fractional interest certificate acquired at
a price equal to the principal amount of the related mortgage loans allocable to
that certificate, the use of a prepayment assumption generally would not have
any significant effect on the yield used in calculating accruals of interest
income. In the case, however, of a grantor trust fractional interest certificate
acquired at a price less than or greater than the principal amount,
respectively, the use of a reasonable prepayment assumption would increase or
decrease the yield. Therefore, the use of this prepayment assumption would
accelerate or decelerate, respectively, the reporting of income.

     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on--

     o    a prepayment assumption determined when certificates are offered and
          sold hereunder, which we will disclose in the related prospectus
          supplement; and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption used or any other rate; or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports that we send, even if otherwise accepted as accurate by the IRS, will in
any event be accurate only as to the initial certificateholders of each series
who bought at that price.

     Under Treasury Regulation Section 1.1286-1, certain stripped bonds are to
be treated as market discount bonds. Accordingly, any purchaser of this type of
bond is to account for any discount on the bond as market discount rather than
original issue discount. This treatment only applies, however, if immediately
after the most recent disposition of the bond by a person stripping one or more
coupons from the bond and disposing of the bond or coupon--

     o    there is no original issue discount or only a de minimis amount of
          original issue discount; or

     o    the annual stated rate of interest payable on the original bond is no
          more than one percentage point lower than the gross interest rate
          payable on the related mortgage loans, before subtracting any
          servicing fee or any stripped coupon.

     If interest payable on a grantor trust fractional interest certificate is
more than one percentage point lower than the gross interest rate payable on the
related mortgage loans, we will disclose that fact in the related prospectus
supplement. If the original issue discount or market discount on a grantor trust
fractional interest certificate determined under the stripped bond rules is less
than the product of--

     o    0.25% of the stated redemption price; and

     o    the weighted average maturity of the related mortgage loans,

then the original issue discount or market discount will be considered to be de
minimis. Original issue discount or market discount of only a de minimis amount
will be included in income in the same manner as de minimis original issue
discount and market discount described in "--Grantor Trusts--Taxation of Owners
of Grantor Trust Fractional Interest Certificates--If Stripped Bond Rules Do Not
Apply" and "--Market Discount" below.

     In light of the application of Section 1286 of the Code, a beneficial owner
of a stripped bond generally will be required to compute accruals of original
issue discount based on its yield, possibly taking into account its own
prepayment assumption. The information necessary to perform the related
calculations for information reporting purposes, however,


                                      118


generally will not be available to the trustee. Accordingly, any information
reporting provided by the trustee with respect to these stripped bonds, which
information will be based on pricing information as of the closing date, will
largely fail to reflect the accurate accruals of original issue discount for
these certificates. Prospective investors therefore should be aware that the
timing of accruals of original issue discount applicable to a stripped bond
generally will be different than that reported to holders and the IRS.
Prospective investors should consult their own tax advisors regarding their
obligation to compute and include in income the correct amount of original issue
discount accruals and any possible tax consequences to them if they should fail
to do so.

     If Stripped Bond Rules Do Not Apply. Subject to the discussion below on
original issue discount, if the stripped bond rules do not apply to a grantor
trust fractional interest certificate, the certificateholder will be required to
report its share of the interest income on the related mortgage loans in
accordance with the certificateholder's normal method of accounting. In that
case, the original issue discount rules will apply, even if the stripped bond
rules do not apply, to a grantor trust fractional interest certificate to the
extent it evidences an interest in mortgage loans issued with original issue
discount.

     The original issue discount, if any, on mortgage loans will equal the
difference between--

     o    the stated redemption price of the mortgage loans; and

     o    their issue price.

     For a definition of "stated redemption price", see "--REMICs--Taxation of
Owners of REMIC Regular Certificates--Original Issue Discount" above. In
general, the issue price of a mortgage loan will be the amount received by the
borrower from the lender under the terms of the mortgage loan. If the borrower
separately pays points to the lender that are not paid for services provided by
the lender, such as commitment fees or loan processing costs, the amount of
points paid reduces the issue price.

     The stated redemption price of a mortgage loan will generally equal its
principal amount. The determination as to whether original issue discount will
be considered to be de minimis will be calculated using the same test as in the
REMIC discussion. See "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     In the case of mortgage loans bearing adjustable or variable interest
rates, we will describe in the related prospectus supplement the manner in which
these rules will be applied with respect to the mortgage loans by the related
trustee or master servicer, as applicable, in preparing information returns to
certificateholders and the IRS.

     If original issue discount is in excess of a de minimis amount, all
original issue discount with respect to a mortgage loan will be required to be
accrued and reported in income each month, based generally on the method
described in Section 1272(a)(6) of the Code. The precise means of applying that
method is uncertain in various respects, however. See "--Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     A purchaser of a grantor trust fractional interest certificate may purchase
the grantor trust fractional interest certificate at a cost less than the
certificate's allocable portion of the aggregate remaining stated redemption
price of the underlying mortgage loans. In that case, the purchaser will also be
required to include in gross income the certificate's daily portions of any
original issue discount with respect to those mortgage loans. However, each
daily portion will be reduced, if the cost of the grantor trust fractional
interest certificate to the purchaser is in excess of the certificate's
allocable portion of the aggregate adjusted issue prices of the underlying
mortgage loans. The reduction will be approximately in proportion to the ratio
that the excess bears to the certificate's allocable portion of the aggregate
original issue discount remaining to be accrued on those mortgage loans.

     The adjusted issue price of a mortgage loan on any given day equals the sum
of--

     o    the adjusted issue price or the issue price, in the case of the first
          accrual period, of the mortgage loan at the beginning of the accrual
          period that includes that day, and

     o    the daily portions of original issue discount for all days during the
          accrual period prior to that day.

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     The adjusted issue price of a mortgage loan at the beginning of any accrual
period will equal--

     o    the issue price of the mortgage loan; increased by

     o    the aggregate amount of original issue discount with respect to the
          mortgage loan that accrued in prior accrual periods; and reduced by

     o    the amount of any payments made on the mortgage loan in prior accrual
          periods of amounts included in its stated redemption price.

     In the absence of statutory or administrative clarification, we currently
expect that information reports or returns to the IRS and certificateholders
will be based on--

     o    a prepayment assumption determined when the certificates are offered
          and sold hereunder and disclosed in the related prospectus supplement;
          and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans will in fact prepay at a rate conforming to the
          prepayment assumption or any other rate; or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Market Discount. If the stripped bond rules do not apply to a grantor trust
fractional interest certificate, a certificateholder may be subject to the
market discount rules of Sections 1276 through 1278 of the Code to the extent an
interest in a mortgage loan is considered to have been purchased at a market
discount. A mortgage loan is considered to have been purchased at a market
discount if--

     o    in the case of a mortgage loan issued without original issue discount,
          it is purchased at a price less than its remaining stated redemption
          price; or

     o    in the case of a mortgage loan issued with original issue discount, it
          is purchased at a price less than its adjusted issue price.

     If market discount is in excess of a de minimis amount, the holder
generally must include in income in each month the amount of the discount that
has accrued, under the rules described below, through that month that has not
previously been included in income. However, the inclusion will be limited, in
the case of the portion of the discount that is allocable to any mortgage loan,
to the payment of stated redemption price on the mortgage loan that is received
by or, for accrual method certificateholders, due to, the trust in that month. A
certificateholder may elect to include market discount in income currently as it
accrues, under a constant yield method based on the yield of the certificate to
the holder, rather than including it on a deferred basis in accordance with the
foregoing. This market discount will be accrued generally on the method
described in Section 1272(a)(6) of the Code. The precise means of applying that
method is uncertain in various respects, however. See "--Grantor
Trusts--Taxation of Owners of Grantor Trust Fractional Interest
Certificates--General."

     We recommend that certificateholders consult their own tax advisors
concerning accrual of market discount with respect to grantor trust fractional
interest certificates. Certificateholders should also refer to the related
prospectus supplement to determine whether and in what manner the market
discount will apply to the underlying mortgage loans purchased at a market
discount.

                                      120


     To the extent that the underlying mortgage loans provide for periodic
payments of stated redemption price, you may be required to include market
discount in income at a rate that is not significantly slower than the rate at
which that discount would be included in income if it were original issue
discount.

     Market discount with respect to mortgage loans may be considered to be de
minimis and, if so, will be includible in income under de minimis rules similar
to those described under "--REMICs--Taxation of Owners of REMIC Regular
Certificates--Original Issue Discount" above.

     Further, under the rules described under "--REMICs--Taxation of Owners of
REMIC Regular Certificates--Market Discount" above, any discount that is not
original issue discount and exceeds a de minimis amount may require the deferral
of interest expense deductions attributable to accrued market discount not yet
includible in income, unless an election has been made to report market discount
currently as it accrues. This rule applies without regard to the origination
dates of the underlying mortgage loans.

     Premium. If a certificateholder is treated as acquiring the underlying
mortgage loans at a premium, which is a price in excess of their remaining
stated redemption price, the certificateholder may elect under Section 171 of
the Code to amortize the portion of that premium allocable to mortgage loans
originated after September 27, 1985 using a constant yield method. Amortizable
premium is treated as an offset to interest income on the related debt
instrument, rather than as a separate interest deduction. However, premium
allocable to mortgage loans originated before September 28, 1985 or to mortgage
loans for which an amortization election is not made, should--

     o    be allocated among the payments of stated redemption price on the
          mortgage loan; and

     o    be allowed as a deduction as those payments are made or, for an
          accrual method certificateholder, due.

     It appears that a prepayment assumption should be used in computing
amortization of premium allowable under Section 171 of the Code similar to that
described for calculating the accrual of market discount of grantor trust
fractional interest certificates, based generally on the method described in
Section 1272(a)(6) of the Code. The precise means of applying that method is
uncertain in various respects, however. See "--Grantor Trusts--Taxation of
Owners of Grantor Trust Fractional Interest Certificates--General."

     Taxation of Owners of Grantor Trust Strip Certificates. The "stripped
coupon" rules of Section 1286 of the Code will apply to the grantor trust strip
certificates. Except as described above under "--Grantor Trust Funds--Taxation
of Owners of Grantor Trust Fractional Interest Certificates--If Stripped Bond
Rules Apply", no regulations or published rulings under Section 1286 of the Code
have been issued and some uncertainty exists as to how it will be applied to
securities, such as the grantor trust strip certificates. Accordingly, we
recommend that you consult your tax advisors concerning the method to be used in
reporting income or loss with respect to those certificates.

     The Treasury regulations promulgated under the original discount rules do
not apply to stripped coupons, although they provide general guidance as to how
the original issue discount sections of the Code will be applied.

     Under the stripped coupon rules, it appears that original issue discount
will be required to be accrued in each month on the grantor trust strip
certificates based on a constant yield method. In effect, you would include as
interest income in each month an amount equal to the product of your adjusted
basis in the grantor trust strip certificate at the beginning of that month and
the yield of the grantor trust strip certificate to you. This yield would be
calculated based on--

     o    the price paid for that grantor trust strip certificate by you; and

     o    the projected payments remaining to be made thereon at the time of the
          purchase; plus

     o    an allocable portion of the projected servicing fees and expenses to
          be paid with respect to the underlying mortgage loans.

Such yield will accrue generally on the method described in Section 1272(a)(6)
of the Code. The precise means of applying that method is uncertain in various
respects, however. See "--Grantor Trusts--Taxation of Owners of Grantor Trust
Fractional Interest Certificates--General."

                                      121


     If the method for computing original issue discount under Section
1272(a)(6) results in a negative amount of original issue discount as to any
accrual period with respect to a grantor trust strip certificate, the amount of
original issue discount allocable to that accrual period will be zero. That is,
no current deduction of the negative amount will be allowed to you. You will
instead only be permitted to offset that negative amount against future positive
original issue discount, if any, attributable to that certificate. Although not
free from doubt, it is possible that you may be permitted to deduct a loss to
the extent your basis in the certificate exceeds the maximum amount of payments
you could ever receive with respect to that certificate. However, any loss may
be a capital loss, which is limited in its deductibility. The foregoing
considerations are particularly relevant to grantor trust certificates with no,
or disproportionately small, amounts of principal, which can have negative
yields under circumstances that are not default related. See "Risk
Factors--Prepayment Considerations; Variability in Average Life of Offered
Certificates; Special Yield Considerations" above.

     The accrual of income on the grantor trust strip certificates will be
significantly slower using a prepayment assumption than if yield is computed
assuming no prepayments. In the absence of statutory or administrative
clarification, we currently expect that information returns or reports to the
IRS and certificateholders will be based on--

     o    the prepayment assumption we will disclose in the related prospectus
          supplement; and

     o    a constant yield computed using a representative initial offering
          price for each class of certificates.

     However, neither we nor any other person will make any representation
that--

     o    the mortgage loans in any of our trusts will in fact prepay at a rate
          conforming to the prepayment assumption or at any other rate; or

     o    the prepayment assumption will not be challenged by the IRS on audit.

     We recommend that prospective purchasers of the grantor trust strip
certificates consult their tax advisors regarding the use of the prepayment
assumption.

     Certificateholders also should bear in mind that the use of a
representative initial offering price will mean that the information returns or
reports, even if otherwise accepted as accurate by the IRS, will in any event be
accurate only as to the initial certificateholders of each series who bought at
that price.

     Sales of Grantor Trust Certificates. Any gain or loss recognized on the
sale or exchange of a grantor trust certificate by an investor who holds that
certificate as a capital asset, will be capital gain or loss, except as
described below. The amount recognized equals the difference between--

     o    the amount realized on the sale or exchange of a grantor trust
          certificate; and

     o    its adjusted basis.

     The adjusted basis of a grantor trust certificate generally will equal--

     o    its cost; increased by

     o    any income reported by the seller, including original issue discount
          and market discount income; and reduced, but not below zero, by

     o    any and all--

          1.   previously reported losses,

          2.   amortized premium, and

          3.   payments with respect to that grantor trust certificate.



                                      122


     As of the date of this prospectus, the Code provides for lower rates as to
long-term capital gains than those applicable to the short-term capital gains
and ordinary income realized or received by individuals. No rate differential
exists for corporations. In addition, the distinction between a capital gain or
loss and ordinary income or loss remains relevant for other purposes.

     Gain or loss from the sale of a grantor trust certificate may be partially
or wholly ordinary and not capital in certain circumstances. Gain attributable
to accrued and unrecognized market discount will be treated as ordinary income.
Gain or loss recognized by banks and other financial institutions subject to
Section 582(c) of the Code will be treated as ordinary income.

     Furthermore, a portion of any gain that might otherwise be capital gain may
be treated as ordinary income to the extent that the grantor trust certificate
is held as part of a "conversion transaction" within the meaning of Section 1258
of the Code. A conversion transaction generally is one in which the taxpayer has
taken two or more positions in the same or similar property that reduce or
eliminate market risk, if substantially all of the taxpayer's return is
attributable to the time value of the taxpayer's net investment in the
transaction. The amount of gain realized in a conversion transaction that is
recharacterized as ordinary income generally will not exceed the amount of
interest that would have accrued on the taxpayer's net investment at 120% of the
appropriate applicable Federal rate, at the time the taxpayer enters into the
conversion transaction, subject to appropriate reduction for prior inclusion of
interest and other ordinary income items from the transaction.

     The Code requires the recognition of gain upon the constructive sale of an
appreciated financial position. A constructive sale of an appreciated financial
position occurs if a taxpayer enters into certain transactions or series of
transactions that have the effect of substantially eliminating the taxpayer's
risk of loss and opportunity for gain with respect to the financial instrument.
Debt instruments that--

     o    entitle the holder to a specified principal amount;

     o    pay interest at a fixed or variable rate; and

     o    are not convertible into the stock of the issuer or a related party,

     cannot be the subject of a constructive sale for this purpose. Because most
grantor trust certificates meet this exception, this Section will not apply to
most grantor trust certificates. However, certain grantor trust certificates
have no, or a disproportionately small, amount of principal and these
certificates can be the subject of a constructive sale.

     Finally, a taxpayer may elect to have net capital gain taxed at ordinary
income rates rather than capital gains rates in order to include the net capital
gain in total net investment income for the relevant taxable year. This election
would be done for purposes of the rule that limits the deduction of interest on
indebtedness incurred to purchase or carry property held for investment to a
taxpayer's net investment income.

     Grantor Trust Reporting. Unless otherwise provided in the related
prospectus supplement, the 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
thereon 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.

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     On June 30, 2002, the Service published proposed regulations, which will,
when effective, establish a reporting framework for interests in widely held
fixed investment trusts similar to that for regular interests in REMICs. A
widely-held fixed investment trust is defined as any entity that is a United
States person and is 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 are proposed to be effective for calendar years beginning
on or after the date that the final regulations are published in the Federal
Register.

     Backup Withholding. In general, the rules described under "--REMICs--Backup
Withholding with Respect to REMIC Certificates" above will also apply to grantor
trust certificates.

     Foreign Investors. In general, the discussion with respect to REMIC regular
certificates under "--REMICs--Foreign Investors in REMIC Certificates" above
applies to grantor trust certificates. However, unless we otherwise specify in
the related prospectus supplement, grantor trust certificates will be eligible
for exemption from U.S. withholding tax, subject to the conditions described in
the discussion above, only to the extent the related mortgage loans were
originated after July 18, 1984.

     To the extent that interest on a grantor trust certificate would be exempt
under Sections 871(h)(1) and 881(c) of the Code from United States withholding
tax, and the certificate is not held in connection with a certificateholder's
trade or business in the United States, the certificate will not be subject to
United States estate taxes in the estate of a nonresident alien individual.

REPORTABLE TRANSACTIONS

     Any holder of an offered certificate that reports any item or items of
income, gain, expense, or loss in respect of an offered certificate for tax
purposes in an amount that differs from the amount reported for book purposes by
more than $10 million, on a gross basis, in any taxable year may be subject to
certain disclosure requirements for "reportable transactions." Prospective
investors should consult their tax advisers concerning any possible tax return
disclosure obligation with respect to the offered certificates.

                        STATE AND OTHER TAX CONSEQUENCES

     In addition to the federal income tax consequences described in "Federal
Income Tax Consequences", potential investors should consider the state and
local tax consequences concerning 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, we recommend that prospective investors consult
their tax advisors with respect to the various tax consequences of investments
in the offered certificates.

                              ERISA CONSIDERATIONS

GENERAL

     Title I of ERISA and Section 4975 of the Code impose various requirements
on--

     o    Plans; and

     o    persons that are fiduciaries with respect to Plans,

in connection with the investment of the assets of a Plan. For purposes of this
discussion, Plans may include individual retirement accounts and annuities,
Keogh plans and collective investment funds and separate accounts, including as
applicable, insurance company general accounts, in which other Plans are
invested.

                                      124


     Governmental plans and, if they have not made an election under Section
410(d) of the Code, church plans, are not subject to ERISA requirements.
However, these plans may be subject to provisions of other applicable federal
and state law that are materially similar to the provisions of ERISA and the
Code. Any of those plans which is qualified and exempt from taxation under
Sections 401(a) and 501(a) of the Code, however, is subject to the prohibited
transaction rules in Section 503 of the Code.

     ERISA imposes general fiduciary requirements on a fiduciary that is
investing the assets of a Plan, including--

     o    investment prudence and diversification; and

     o    compliance with the investing Plan's governing the documents.

     Section 406 of ERISA and Section 4975 of the Code also prohibit a broad
range of transactions involving the assets of a Plan and a Party in Interest
with respect to that Plan, unless a statutory or administrative exemption
exists.

     The types of transactions between Plans and Parties in Interest that are
prohibited include--

     o    sales, exchanges or leases of property;

     o    loans or other extensions of credit; and

     o    the furnishing of goods and services.

     Parties in Interest that participate in a prohibited transaction may be
subject to an excise tax imposed under Section 4975 of the Code or a penalty
imposed under Section 502(i) of ERISA, unless a statutory or administrative
exemption is available. In addition, the persons involved in the prohibited
transaction may have to cancel the transaction and pay an amount to the affected
Plan for any losses realized by that Plan or profits realized by those persons.
In addition, individual retirement accounts involved in the prohibited
transaction may be disqualified, which would result in adverse tax consequences
to the owner of the account.

PLAN ASSET REGULATIONS

     A Plan's investment in offered certificates may cause the underlying
mortgage assets and other assets of the related trust to be deemed assets of
that Plan. The Plan Asset Regulations provide that when a Plan acquires an
equity interest in an entity, the assets of that Plan or arrangement include
both that equity interest and an undivided interest in each of the underlying
assets of the entity, unless an exception applies. One such exception occurs
when the equity participation in the entity by benefit plan investors, which
include both Plans and some employee benefit plans not subject to ERISA, is not
significant. The equity participation by benefit plan investors will be
significant on any date if 25% or more of the value of any class of equity
interests in the entity is held by benefit plan investors. The percentage owned
by benefit plan investors is determined by excluding the investments of the
following persons--

     o    those with discretionary authority or control over the assets of the
          entity;

     o    those who provide investment advice directly or indirectly for a fee
          with respect to the assets of the entity; and

     o    those who are affiliates of the persons described in the preceding two
          bullets.

     In the case of one of our trusts, investments by us, by the related
trustee, the related master servicer, the related special servicer or any other
party with discretionary authority over the related trust assets, or by the
affiliates of these persons, will be excluded.

     A fiduciary of an investing Plan is any person who--

     o    has discretionary authority or control over the management or
          disposition of the assets of that Plan; or

     o    provides investment advice with respect to the assets of that Plan for
          a fee.

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     If the mortgages and other assets included in one of our trusts are Plan
assets, then any party exercising management or discretionary control regarding
those assets, such as the related trustee, master servicer or special servicer,
or affiliates of any of these parties, may be--

     o    deemed to be a fiduciary with respect to the investing Plan; and

     o    subject to the fiduciary responsibility provisions of ERISA.

     In addition, if the mortgages and other assets included in one of our
trusts are Plan assets, then the operation of that trust may involve prohibited
transactions under ERISA or the Code. For example, if a borrower with respect to
a mortgage loan in that trust is a Party in Interest to an investing Plan, then
the purchase by that Plan of offered certificates evidencing interests in that
trust, could be a prohibited loan between that Plan and the Party in Interest.

     The Plan Asset Regulations provide that where a Plan purchases a
"guaranteed governmental mortgage pool certificate," the assets of that Plan
include the certificate but do not include any of the mortgages underlying the
certificate. The Plan Asset Regulations include in the definition of a
"guaranteed governmental mortgage pool certificate" some certificates issued
and/or guaranteed by Freddie Mac, Ginnie Mae, Fannie Mae, or Farmer Mac.
Accordingly, even if these types of mortgaged-backed securities were deemed to
be assets of a Plan, the underlying mortgages would not be treated as assets of
that Plan. Private label mortgage participations, mortgage pass-through
certificates or other mortgage-backed securities are not "guaranteed
governmental mortgage pool certificates" within the meaning of the Plan Asset
Regulations.

     In addition, the acquisition or holding of offered certificates by or on
behalf of a Plan could give rise to a prohibited transaction if we or the
related trustee, master servicer or special servicer or any related underwriter,
sub-servicer, tax administrator, manager, borrower or obligor under any credit
enhancement mechanism, or one of their affiliates, is or becomes a Party in
Interest with respect to an investing Plan.

     If you are the fiduciary of a Plan, you should consult your counsel and
review the ERISA discussion in the related prospectus supplement before
purchasing any offered certificates.

UNDERWRITER'S EXEMPTION

     It is expected that Credit Suisse First Boston LLC will be the sole, lead
or co-lead underwriter in each underwritten offering of certificates made by
this prospectus. The U.S. Department of Labor issued PTE 89-90 to a predecessor
in interest to Credit Suisse First Boston LLC. Subject to the satisfaction of
the conditions specified in that exemption, as amended, including by PTE 97-34,
PTE 2000-58 and PTE 2002-41, PTE 89-90 generally exempts from the application of
the prohibited transaction provisions of ERISA and the Code, various
transactions relating to, among other things--

     o    the servicing and operation of some mortgage assets pools, such as the
          types of mortgage asset pools that will be included in our trusts; and

     o    the purchase, sale and holding of some certificates evidencing
          interests in those pools that are underwritten by Credit Suisse First
          Boston LLC or any person affiliated with Credit Suisse First Boston
          LLC, such as particular classes of the offered certificates.

     The related prospectus supplement will state whether PTE 89-90 or other
similar exemption is or may be available with respect to any offered
certificates underwritten by Credit Suisse First Boston LLC or other
underwriters.

INSURANCE COMPANY GENERAL ACCOUNTS

     The Small Business Job Protection Act of 1996 added a new Section 401(c) to
ERISA, which provides relief from the fiduciary and prohibited transaction
provisions of ERISA and the Code for transactions involving an insurance company
general account. This relief is in addition to any exemption that may be
available under PTCE 95-60 for the purchase and holding of certain classes of
offered certificates by an insurance company general account.

     Under Section 401(c) of ERISA, the U.S. Department of Labor issued a final
regulation on January 5, 2000, providing guidance for determining, in cases
where insurance policies supported by an insurer's general account are issued to
or for the benefit of a Plan on or before December 31, 1998, which general
account assets are Plan assets. That regulation


                                      126


generally provides that, if the specified requirements are satisfied with
respect to insurance policies issued on or before December 31, 1998, the assets
of an insurance company general account will not be Plan assets.

     Any assets of an insurance company general account which support insurance
policies issued to a Plan after December 31, 1998, or issued to a Plan on or
before December 31, 1998 for which the insurance company does not comply with
the requirements set forth in the final regulation under Section 401(c) of
ERISA, may be treated as Plan assets. In addition, because Section 401(c) of
ERISA and the regulation issued under Section 401(c) of ERISA do not relate to
insurance company separate accounts, separate account assets are still treated
as Plan assets, invested in the separate account. If you are an insurance
company are contemplating the investment of general account assets in offered
certificates, you should consult your legal counsel as to the applicability of
Section 401(c) of ERISA and PTCE 95-60.

CONSULTATION WITH COUNSEL

     If you are a fiduciary for a Plan and you intend to purchase offered
certificates on behalf of or with assets of that Plan, you should--

     o    consider your general fiduciary obligations under ERISA; and

     o    consult with your legal counsel as to--

          1.   the potential applicability of ERISA and the Code to investment,
               and

          2.   the availability of any prohibited transaction exemption in
               connection with investment.

TAX EXEMPT INVESTORS

     A Plan that is exempt from federal income taxation under Section 501 of the
Code will be subject to federal income taxation to the extent that its income is
"unrelated business taxable income" within the meaning of Section 512 of the
Code.

                                LEGAL INVESTMENT

     If so specified in the Prospectus Supplement, certain Classes of offered
certificates will constitute "mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, as amended ("SMMEA").
Generally, the only Classes of offered certificates which will qualify as
"mortgage related securities" will be those that (1) are rated in one of two
highest rating categories by at least one nationally recognized statistical
rating organization; and (2) are part of a series evidencing interests in a
Trust Fund consisting of loans originated by certain types of originators
specified in SMMEA and secured by first liens on real estate. The appropriate
characterization of those offered certificates not qualifying as "mortgage
related securities" for purposes of SMMEA ("Non-SMMEA offered certificates")
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase such offered certificates, may be
subject to significant interpretive uncertainties. Accordingly, all investors
whose investment activities are subject to legal investment laws and
regulations, regulatory capital requirements, or review by regulatory
authorities should consult with their own legal advisors in determining whether
and to what extent the Non-SMMEA offered certificates constitute legal
investments for them.

     Those classes of offered certificates qualifying as "mortgage related
securities" will constitute legal investments for persons, trusts, corporations,
partnerships, associations, business trusts, and business entities, including
depository institutions, insurance companies, trustees, and pension funds,
created pursuant to or existing under the laws of the United States or of any
state, including the District of Columbia and Puerto Rico, whose authorized
investments are subject to state regulation to the same extent that, under
applicable law, obligations issued by or guaranteed as to principal and interest
by the United States or any of its agencies or instrumentalities constitute
legal investments for those entities.

     Under SMMEA, a number of states enacted legislation, on or prior to the
October 3, 1991 cut off for those enactments, limiting to various extents the
ability of certain entities (in particular, insurance companies) to invest in
"mortgage related securities" secured by liens on residential, or mixed
residential and commercial properties, in most cases by requiring the affected
investors to rely solely upon existing state law, and not SMMEA. Pursuant to
Section 347 of the Riegle Community Development and Regulatory Improvement Act
of 1994, which amended the definition of "mortgage related security" to include,
in relevant part, offered certificates satisfying the rating and qualified
originator requirements for "mortgage related securities," but evidencing
interests in a Trust Fund consisting, in whole or in part, of first liens on one
or


                                      127


more parcels of real estate upon which are located one or more commercial
structures, states were authorized to enact legislation, on or before September
23, 2001, specifically referring to Section 347 and prohibiting or restricting
the purchase, holding or investment by state regulated entities in those types
of offered certificates. Accordingly, the investors affected by any state
legislation overriding the preemptive effect of SMMEA will be authorized to
invest in offered certificates qualifying as "mortgage related securities" only
to the extent provided in that legislation.

     SMMEA also amended the legal investment authority of federally chartered
depository institutions as follows: federal savings and loan associations and
federal savings banks may invest in, sell, or otherwise deal in "mortgage
related securities" without limitation as to the percentage of their assets
represented thereby, federal credit unions may invest in those securities, and
national banks may purchase those securities for their own account without
regard to the limitations generally applicable to investment securities set
forth in 12 U.S.C. ss. 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 (the "OCC") has
amended 12 C.F.R. Part 1 to authorize national banks to purchase and sell for
their own account, without limitation as to a percentage of the bank's capital
and surplus (but subject to compliance with certain general standards in 12
C.F.R. ss. 1.5 concerning "safety and soundness" and retention of credit
information), certain "Type IV securities," defined in 12 C.F.R. ss. 1.2(m) to
include certain "commercial mortgage related securities." As so defined,
"commercial mortgage related security" means, in relevant part, "mortgage
related security" within the meaning of SMMEA, provided that it "represents
ownership of a promissory note or certificate of interest or participation that
is directly secured by a first lien on one or more parcels of real estate upon
which one or more commercial structures are located and that is fully secured by
interests in a pool of loans to numerous obligors." In the absence of any rule
or administrative interpretation by the OCC defining the term "numerous
obligors," no representation is made as to whether any of the offered
certificates will qualify as "commercial mortgage-related securities," and thus
as "Type IV securities," for investment by national banks. The National Credit
Union Administration (the "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. ss. 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. ss.
742.4(b)(2). The Office of Thrift Supervision (the "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.

     All depository institutions considering an investment in the offered
certificates should review the "Supervisory Policy Statement on Investment
Securities and End User Derivatives Activities" (the "1998 Policy Statement") of
the Federal Financial Institutions Examination Council, which has been adopted
by the Board of Governors of the Federal Reserve System, the OCC, the Federal
Deposit Insurance Corporation and the OTS, effective May 26, 1998, and by the
NCUA, effective October 1, 1998. The 1998 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 offered certificates, as
certain classes may be deemed unsuitable investments, or may otherwise be
restricted, under those rules, policies, or guidelines (in certain instances
irrespective of SMMEA).

     The foregoing does not take into consideration the applicability of
statutes, rules, regulations, orders, guidelines, or agreements generally
governing investments made by a particular investor, including, but not limited
to, "prudent investor" provisions, percentage of assets limits, provisions which
may restrict or prohibit investment in securities which are not
"interest-bearing" or "income-paying," and, with regard to any offered
certificates issued in book entry form, provisions which may restrict or
prohibit investments in securities which are issued in book entry form.

     Except as to the status of certain classes of the offered certificates as
"mortgage related securities," no representations are made as to the proper
characterization of the offered certificates for legal investment purposes,
financial institution regulatory purposes, or other purposes, or as to the
ability of particular investors to purchase offered certificates under
applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the offered certificates) may
adversely affect the liquidity of the offered certificates.

                                      128


     Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the offered certificates constitute legal
investments or are subject to investment, capital, or other restrictions, and,
if applicable, whether SMMEA has been overridden in any jurisdiction relevant to
that investor.

                              PLAN OF DISTRIBUTION

     The certificates offered by this prospectus and the related prospectus
supplements will be offered in series through one or more of the methods
described in the next paragraph. The prospectus supplement prepared for the
offered certificates of each series will describe the method of offering being
utilized for those certificates and will state the net proceeds to us from the
sale of those certificates.

     We intend that offered certificates will be offered through the following
methods from time to time. We further intend that offerings may be made
concurrently through more than one of these methods or that an offering of the
offered certificates of a particular series may be made through a combination of
two or more of these methods. The methods are as follows--

     o    by negotiated firm commitment or best efforts underwriting and public
          offering by one or more underwriters which may include one of our
          affiliate corporations, Credit Suisse First Boston LLC, as specified
          in the related prospectus supplement;

     o    by placements by us with institutional investors through dealers; and

     o    by direct placements by us with institutional investors.

     In addition, if specified in the related prospectus supplement, the offered
certificates of a series may be offered in whole or in part to the seller of the
mortgage assets that would back those certificates. Furthermore, the related
trust assets for any series of offered certificates may include other
securities, the offering of which was registered under the registration
statement of which this prospectus is a part.

     If underwriters are used in a sale of any offered certificates, other than
in connection with an underwriting on a best efforts basis, the offered
certificates will be acquired by the underwriters for their own account. These
certificates may be resold from time to time in one or more transactions,
including negotiated transactions, at fixed public offering prices or at varying
prices to be determined at the time of sale or at the time of commitment
therefor. The managing underwriter or underwriters with respect to the offer and
sale of offered certificates of a particular series will be described on the
cover of the prospectus supplement relating to the series and the members of the
underwriting syndicate, if any, will be named in the relevant prospectus
supplement.

     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 payment of the offered
certificates may be deemed to be underwriters in connection with those
certificates. In addition, any discounts or commissions received by them from us
and any profit on the resale of those offered certificates by them may be deemed
to be underwriting discounts and commissions under the Securities Act of 1933,
as amended.

     It is anticipated that the underwriting agreement pertaining to the sale of
the offered certificates of any series will provide that--

     o    the obligations of the underwriters will be subject to various
          conditions precedent;

     o    the underwriters will be obligated to purchase all the certificates if
          any are purchased, other than in connection with an underwriting on a
          best efforts basis; and

     o    in limited circumstances, we will indemnify the several underwriters
          and the underwriters will indemnify us against civil liabilities
          relating to disclosure in our registration statement, this prospectus
          or any of the related prospectus supplements, including liabilities
          under the Securities Act of 1933, as amended, or will contribute to
          payments required to be made with respect to any liabilities.

                                      129


     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 offered
certificates of that series.

     We anticipate that the offered certificates will be sold primarily to
institutional investors. Purchasers of offered certificates, including dealers,
may, depending on the facts and circumstances of the purchases, be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended, in
connection with reoffers and sales by them of offered certificates. Holders of
offered certificates should consult with their legal advisors in this regard
prior to any reoffer or sale.

                                  LEGAL MATTERS

     Unless otherwise specified in the related prospectus supplement, particular
legal matters in connection with the certificates of each series, including some
federal income tax consequences, will be passed upon for us by--

     o    Cadwalader, Wickersham & Taft LLP; or

     o    Sidley Austin Brown & Wood LLP.

                              FINANCIAL INFORMATION

     A new trust will be formed with respect to each series of offered
certificates. None of those trusts will engage in any business activities or
have any assets or obligations prior to the issuance of the related series of
offered certificates. Accordingly, no financial statements with respect to any
trust will be included in this prospectus or in the related prospectus
supplement. We have determined that our financial statements will not be
material to the offering of any offered certificates.

                                     RATING

     It is a condition to the issuance of any class of offered certificates
that, at the time of issuance, at least one nationally recognized statistical
rating organization has rated those certificates in one of its generic rating
categories which signifies investment grade. Typically, the four highest rating
categories, within which there may be sub-categories or gradations indicating
relative standing, signify investment grade.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by the holders of all payments of interest and/or principal to which
they are entitled. These ratings address the structural, legal and
issuer-related aspects associated with the certificates, the nature of the
underlying mortgage assets and the credit quality of any third-party credit
enhancer. The rating(s) on a class of offered certificates will not represent
any assessment of--

     o    whether the price paid for those certificates is fair;

     o    whether those certificates are a suitable investment for any
          particular investor;

     o    the tax attributes of those certificates or of the related trust;

     o    the yield to maturity or, if they have principal balances, the average
          life of those certificates;

     o    the likelihood or frequency of prepayments of principal on the
          underlying mortgage loans;

     o    the degree to which the amount or frequency of prepayments on the
          underlying mortgage loans might differ from those originally
          anticipated;

     o    whether or to what extent the interest payable on those certificates
          may be reduced in connection with interest shortfalls resulting from
          the timing of voluntary prepayments;

     o    the likelihood that any amounts other than interest at the related
          mortgage interest rates and principal will be received with respect to
          the underlying mortgage loans; or

                                      130


     o    if those certificates provide solely or primarily for payments of
          interest, whether the holders, despite receiving all payments of
          interest to which they are entitled, would ultimately recover their
          initial investments in those certificates.

     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.


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                                    GLOSSARY

     The following capitalized terms will have the respective meanings assigned
to them in this "Glossary" section whenever they are used in this prospectus.

     "ADA" means the Americans with Disabilities Act of 1990, as amended.

     "CERCLA" means the federal Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Committee Report" means the Conference Committee Report accompanying the
Tax Reform Act of 1986.

     "CPR" means an assumed constant rate of prepayment each month, which is
expressed on a per annum basis, relative to the then-scheduled principal balance
of a pool of mortgage loans for the life of those loans.

     "Disqualified Organization" means--

     o    the United States;

     o    any State or political subdivision of the United States;

     o    any foreign government;

     o    any international organization;

     o    any agency or instrumentality of the foregoing, except for
          instrumentalities described in Section 168(h)(2)(D) of the Code or
          Freddie Mac;

     o    any organization, other than a cooperative described in Section 521 of
          the Code, that is exempt from federal income tax, except if it is
          subject to the tax imposed by Section 511 of the Code; or

     o    any organization described in Section 1381(a)(2)(C) of the Code.

     "Electing Large Partnership" means any partnership having more than 100
members during the preceding tax year which elects to apply simplified reporting
provisions under the Code, except for some service partnerships and commodity
pools.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "Euroclear Operator" means Euroclear Bank, Brussels, Belgium office, as
operator of the Euroclear System.

     "Euroclear Terms and Conditions" means the Terms and Conditions Governing
Use of Euroclear and the related Operating Procedures of the Euroclear System
and, to the extent that it applies to the operation of the Euroclear System,
Belgian law.

     "Fannie Mae" means the Federal National Mortgage Association.

     "Farmer Mac" means the Federal Agricultural Mortgage Corporation.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "Financial Intermediary" means a brokerage firm, bank, thrift institution
or other financial intermediary that maintains an account of a beneficial owner
of securities.

     "Freddie Mac" means the Federal Home Loan Mortgage Corporation.

                                      132


     "Ginnie Mae" means the Government National Mortgage Association.

     "Governing Document" means the pooling and servicing agreement or other
similar agreement or collection of agreements, which governs the issuance of a
series of offered certificates.

     "IRS" means the Internal Revenue Service.

     "Lender Liability Act" means the Asset Conservation, Lender Liability and
Deposit Insurance Act of 1996, as amended.

     "Net Income From Foreclosure Property" means income from foreclosure
property other than qualifying rents and other qualifying income for a REIT.

     "NCUA" means the National Credit Union Administration.

     "OCC" means the Office of the Comptroller of the Currency.

     "OTS" means the Office of Thrift Supervision.

     "Party in Interest" means any person that is a "party in interest" within
the meaning of ERISA or a "disqualified person" within the meaning of the Code.

     "Pass-Through Entity" means any--

     o    regulated investment company;

     o    real estate investment trust;

     o    trust;

     o    partnership; or

     o    other entities described in Section 860E(e)(6) of the Internal Revenue
          Code.

     "Plan" means any retirement plan or other employee benefit plan,
arrangement or account that is subject to the fiduciary responsibility
provisions of the ERISA or Section 4975 of the Code.

     "Plan Asset Regulations" means the regulations of the U.S. Department of
Labor promulgated under ERISA relating to what constitutes assets of a Plan.

     "PTCE" means a prohibited transaction class exemption issued by the U.S.
Department of Labor.

     "PTE" means a prohibited transaction exemption issued by the U.S.
Department of Labor.

     "REIT" means a real estate investment trust within the meaning of Section
856(a) of the Code.

     "Relief Act" means the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended.

     "REMIC" means a real estate mortgage investment conduit, within the meaning
of, and formed in accordance with, the Tax Reform Act of 1986 and Sections 860A
through 860G of the Code.

     "SEC" means the Securities and Exchange Commission.

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

     "SPA" means standard prepayment assumption.

                                      133


     "UCC" means, for any jurisdiction, the Uniform Commercial Code as in effect
in that jurisdiction.

     "U.S. Person" means--

     o    a citizen or resident of the United States;

     o    a corporation, partnership or other entity created or organized in, or
          under the laws of, the United States, any state or the District of
          Columbia;

     o    an estate whose income from sources without the United States is
          includible in gross income for United States federal income tax
          purposes regardless of its connection with the conduct of a trade or
          business within the United States; or

     o    a trust as to which--

          1.   a court in the United States is able to exercise primary
               supervision over the administration of the trust, and

          2.   one or more United States persons have the authority to control
               all substantial decisions of the trust.

In addition, to the extent provided in the Treasury Regulations, a trust will be
a U.S. Person if it was in existence on August 20, 1996 and it elected to be
treated as a U.S. Person.




                                      134


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8. ORANGEFAIR MARKETPLACE  Fullerton,     72. METRO BUSINESS   West Valley,
          SHOPPING CENTER  CA                           PARK   UT


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44.           COMMONS ON   Houston,       10. SHOPPES OF PARADISE ISLE Destin,
    EDGEBROOK APARTMENTS   TX                       SHOPPING CENTER    FL


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30.           PROMENADE    Modesto,
        SHOPPING CENTER    CA


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38.           BRETTWOOD    Decatur        52.              THE ATRIUM Fairfield,
                VILLAGE    IL                            AT FAIRFIELD NJ

[PHOTO OMITTED]

4.             EASTGATE   Cincinnati,
                   MALL   OH


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                                         49.    SCOTTSDALE   Scottsdale,
                                               RENAISSANCE   AZ


      [PHOTO OMITTED]

75.    MAGNOLIA    Riverside,
     APARTMENTS    CA


                                                   [PHOTO OMITTED]

                                         87.  NATIONAL HWY 54/   National City,
                                                  SELF STORAGE   CA


      [PHOTO OMITTED]

14a.     VALWOOD   Carrollton,
     BUILDING 45   TX



                                              [PHOTO OMITTED]

                                         63.  RIDGE VIEW   Fountain Hills,
                                              APARTMENTS   AZ




        [PHOTO OMITTED]                       [PHOTO OMITTED]

25.          KINGWOOD   Kingwood,        39. CROSS CREEK   Plano,
     LAKES APARTMENTS   TX                    APARTMENTS   TX




         [PHOTO OMITTED]                              [PHOTO OMITTED]

21.  GREENDALE CENTRE   Greenwood,            46. CAMPUS VIEW   Columbia,
      SHOPPING CENTER   IN                               APTS   MO






















         The attached diskette contains one spreadsheet file that can be put on
a user-specified hard drive or network drive. This spreadsheet file is "CSFBMSC
2004-C5.xls." The spreadsheet file "CSFBMSC 2004-C5.xls" is a Microsoft
Excel(1), Version 5.0 spreadsheet. The spreadsheet file provides, in electronic
format, statistical information that is used to present the information
presented in and on Exhibits A-1 and A-2 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.