Filed Pursuant to Rule 424(b)(5)
                                               Registration File No.: 333-125593

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 7, 2005)

                         $1,157,803,000 (APPROXIMATE)
                   MORGAN STANLEY CAPITAL I TRUST 2005-TOP19
                                   AS ISSUER

                         MORGAN STANLEY CAPITAL I INC.
                                 AS DEPOSITOR

                    BEAR STEARNS COMMERCIAL MORTGAGE, INC.
                    WELLS FARGO BANK, NATIONAL ASSOCIATION
                     MORGAN STANLEY MORTGAGE CAPITAL INC.
                       PRINCIPAL COMMERCIAL FUNDING, LLC
                           AS MORTGAGE LOAN SELLERS
        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-TOP19

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

     The depositor is offering selected classes of its Series 2005-TOP19
Commercial Mortgage Pass-Through Certificates, which represent beneficial
ownership interests in a trust. The trust's assets will primarily be 156
mortgage loans secured by first mortgage liens on commercial, manufactured
housing community and multifamily properties. The Series 2005-TOP19
Certificates are not obligations of the depositor, the sellers of the mortgage
loans or any of their affiliates, and neither the certificates nor the
underlying mortgage loans are insured or guaranteed by any governmental agency
or private insurer.

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

     Investing in the certificates offered to you involves risks. See "Risk
Factors" beginning on page S-31 of this prospectus supplement and page 9 of the
prospectus.

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

          Characteristics of the certificates offered to you include:

<TABLE>

                                               INITIAL         PASS-THROUGH
                  APPROXIMATE INITIAL       PASS-THROUGH           RATE            RATINGS
    CLASS       CERTIFICATE BALANCE (1)         RATE         DESCRIPTION (2)     (FITCH/S&P)
------------   -------------------------   --------------   -----------------   ------------

Class A-1             $ 75,400,000              4.478%            Fixed            AAA/AAA
Class A-2             $ 84,600,000              4.725%            Fixed            AAA/AAA
Class A-3             $ 44,700,000              4.827%            Fixed            AAA/AAA
Class A-AB            $ 84,100,000              4.852%            Fixed            AAA/AAA
Class A-4A            $642,754,000              4.890%            Fixed            AAA/AAA
Class A-4B            $ 88,050,000              4.945%            Fixed            AAA/AAA
Class A-J             $ 87,526,000              4.985%            Fixed            AAA/AAA
Class B               $ 23,033,000              5.062%            Fixed             AA/AA
Class C               $ 12,285,000              5.163%            Fixed            AA-/AA-
Class D               $ 15,355,000              5.289%            Fixed              A/A
</TABLE>

----------
(1)  The certificate balances are approximate and on the closing date may vary
     by up to 5%.

(2)  The pass-through rates for the Class A-1, Class A-2, Class A-3, Class A-AB
     and Class A-4A Certificates are fixed at their initial pass-through rates.
     The pass-through rate for the Class A-4B Certificates will be a per annum
     rate equal to the lesser of 4.945% and the weighted average net mortgage
     rate. The pass-through rate for the Class A-J Certificates will be a per
     annum rate equal to the lesser of 4.985% and the weighted average net
     mortgage rate. The pass-through rate for the Class B Certificates will be a
     per annum rate equal to the lesser of 5.062% and the weighted average net
     mortgage rate. The pass-through rate for the Class C Certificates will be a
     per annum rate equal to the lesser of 5.163% and the weighted average net
     mortgage rate. The pass-through rate for the Class D Certificates will be a
     per annum rate equal to the lesser of 5.289% and the weighted average net
     mortgage rate.

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

     The Securities and Exchange Commission and state securities regulators
have not approved or disapproved the certificates offered to you or determined
if this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

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

     Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. will act as
co-lead managers and co-bookrunners with respect to the offered certificates.
Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc., the
underwriters, will purchase the certificates offered to you from the depositor
and will offer them to the public at negotiated prices determined at the time
of sale. The underwriters expect to deliver the certificates to purchasers on
or about July 28, 2005. The depositor expects to receive from this offering
approximately $1,163,895,525, plus accrued interest from the cut-off date,
before deducting expenses payable by the depositor.

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

MORGAN STANLEY                                          BEAR, STEARNS & CO. INC.

                                 July 19, 2005



                                 [MAP OMITTED]

                         MORGAN STANLEY CAPITAL I INC.

        COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-TOP19
                      GEOGRAPHIC OVERVIEW OF MORTGAGE POOL


WASHINGTON
5 properties
$42,222,662
3.4% of total

IDAHO
1 property
$5,200,000
0.4% of total

MISSOURI
1 property
$3,217,500
0.3% of total

IOWA
1 property
$1,918,078
0.2% of total

MINNESOTA
3 properties
$26,628,174
2.2% of total

ILLINOIS
9 properties
$88,179,919
7.2% of total

WISCONSIN
2 properties
$7,126,903
0.6% of total

INDIANA
2 properties
$26,057,801
2.1% of total

PENNSYLVANIA
2 properties
$3,832,747
0.3% of total

NEW HAMPSHIRE
3 properties
$11,492,155
0.9% of total

MAINE
3 properties
$6,295,774
0.5% of total

MICHIGAN
2 properties
$6,994,253
0.6% of total

NEW YORK
12 properties
$104,119,625
8.5% of total

CONNECTICUT
5 properties
$85,315,000
6.9% of total

OHIO
3 properties
$7,935,720
0.6% of total

RHODE ISLAND
1 property
$5,546,277
0.5% of total

NEW JERSEY
9 properties
$68,427,220
5.6% of total

DISTRICT OF COLUMBIA
1 property
$13,285,982
1.1% of total

MARYLAND
4 properties
$39,535,101
3.2% of total

VIRGINIA
5 properties
$35,374,584
2.9% of total

WEST VIRGINIA
1 property
$2,673,665
0.2% of total

NORTH CAROLINA
2 properties
$5,427,264
0.4% of total

GEORGIA
5 properties
$120,990,291
9.8% of total

FLORIDA
17 properties
$80,530,769
6.6% of total

ALABAMA
25 properties
$5,352,229
0.4% of total

KENTUCKY
1 property
$7,500,000
0.6% of total

MISSISSIPPI
9 properties
$1,417,324
0.1% of total

LOUISIANA
58 properties
$23,338,054
1.9% of total

TEXAS
17 properties
$102,713,244
8.4% of total

COLORADO
5 properties
$13,868,346
1.1% of total

ARIZONA
27 properties
$35,146,990
2.9% of total

SOUTHERN CALIFORNIA
15 properties
$115,223,518
9.4% of total

NORTHERN CALIFORNIA
14 properties
$58,816,864
4.8% of total

NEVADA
4 properties
$24,697,836
2.0% of total

ALASKA
2 properties
$23,036,880
1.9% of total

HAWAII
1 property
$19,000,000
1.5% of total

[  ]  <1.0% of Cut-Off Date Balance
[  ]  1.0% - 5.0% of Cut-Off Date Balance
[  ]  5.1% - 10.0% of Cut-Off Date Balance
[  ] >10.0% of Cut-Off Date Balance






[PICTURE OMITTED]

ONE BUCKHEAD, Atlanta, GA



[PICTURE OMITTED]

BROOKS BROTHERS BUILDING, New York, NY



[PICTURE OMITTED]

BRISTOL GROUP PORTFOLIO - EXTRA SPACE STORAGE - SAN RAMON, San Ramon, CA



[PICTURE OMITTED]

ADOBE BUILDING, Seattle, WA



[PICTURE OMITTED]

HILTON DEL MAR, Del Mar, CA











[PICTURE OMITTED]

NEW LONDON MALL, New London, CT

[PICTURE OMITTED]

[PICTURE OMITTED]

INDIAN SPRINGS CENTER, The Woodlands, TX



[PICTURE OMITTED]

SHERWOOD LAKES APARTMENTS, Schererville, IN



[PICTURE OMITTED]

[PICTURE OMITTED]

PORT COVINGTON SHOPPING CENTER, Baltimore, MD



[PICTURE OMITTED]

LEWIS PORTFOLIO - BOCA STORAGE, Boca Raton, FL



[PICTURE OMITTED]

LEWIS PORTFOLIO - DEERFIELD STORAGE, Deerfield Branch, FL

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

         Information about the certificates offered to you is contained in two
separate documents that progressively provide more detail: (a) the accompanying
prospectus, which provides general information, some of which may not apply to
the certificates offered to you; and (b) this prospectus supplement, which
describes the specific terms of the certificates offered to you.

         You should rely only on the information contained in this prospectus
supplement and the accompanying prospectus. The depositor has not authorized
anyone to provide you with information that is different from that contained in
this prospectus supplement and the prospectus.

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


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

         The Series 2005-TOP19 Certificates are not obligations of the depositor
or any of its affiliates, and neither the certificates nor the underlying
mortgage loans are insured or guaranteed by any governmental agency or private
insurer.

         In this prospectus supplement, the terms "depositor," "we" and "us"
refer to Morgan Stanley Capital I Inc.

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


         We will not list the certificates offered to you on any national
securities exchange or any automated quotation system of any registered
securities association such as NASDAQ.

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


         Until ninety days after the date of this prospectus supplement, all
dealers that buy, sell or trade the certificates offered by this prospectus
supplement, whether or not participating in this offering, may be required to
deliver a prospectus supplement and the accompanying prospectus. This is in
addition to the dealers' obligation to deliver a prospectus supplement and the
accompanying prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions.

                    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 (1) are outside the United Kingdom, or (2) have
professional experience in matters relating to investments, or (3) 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 (1) are
outside the United Kingdom, or (2) have professional experience in participating
in unregulated collective investment schemes, or (3) 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-3








                      [THIS PAGE INTENTIONALLY LEFT BLANK]











                                       S-4




                                TABLE OF CONTENTS


IMPORTANT NOTICE ABOUT INFORMATION PRESENTED
IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS......................................................S-3
NOTICE TO RESIDENTS OF THE UNITED KINGDOM....................................S-3
Executive Summary............................................................S-6
Summary of Prospectus Supplement.............................................S-7
         What You Will Own...................................................S-7
         Relevant Parties and Dates..........................................S-7
         Offered Certificates................................................S-9
         Information About the Mortgage Pool................................S-19
         Additional Aspects of Certificates.................................S-28
Risk Factors................................................................S-31
Description of the Offered Certificates.....................................S-72
         General............................................................S-72
         Certificate Balances...............................................S-73
         Pass-Through Rates.................................................S-75
         Distributions......................................................S-77
         Optional Termination...............................................S-85
         Advances...........................................................S-85
         Reports to Certificateholders; Available Information...............S-89
         Example of Distributions...........................................S-92
         The Trustee and the Fiscal Agent...................................S-93
         The Paying Agent, Certificate Registrar and
             Authenticating Agent...........................................S-93
         Expected Final Distribution Date;
             Rated Final Distribution Date..................................S-94
         Amendments to the Pooling and Servicing Agreement..................S-94
Yield, Prepayment and Maturity Considerations...............................S-95
         General............................................................S-95
         Pass-Through Rates.................................................S-96
         Rate and Timing of Principal Payments..............................S-96
         Unpaid Distributable Certificate Interest..........................S-97
         Losses and Shortfalls..............................................S-98
         Relevant Factors...................................................S-98
         Weighted Average Life..............................................S-99
Description of the Mortgage Pool...........................................S-104
         General...........................................................S-104
         Material Terms and Characteristics of the
             Mortgage Loans................................................S-104
         Assessments of Property Value and Condition.......................S-111
         Environmental Insurance...........................................S-113
         Additional Mortgage Loan Information..............................S-113
         Standard Hazard Insurance.........................................S-115
         The Sellers.......................................................S-117
         Sale of the Mortgage Loans........................................S-117
         Representations and Warranties....................................S-118
         Repurchases and Other Remedies....................................S-120
         Changes In Mortgage Pool Characteristics..........................S-120
         Mortgage Electronic Registration Systems..........................S-121
Servicing of the Mortgage Loans............................................S-121
         General...........................................................S-121
         Servicing of the JL Holdings Portfolio Loan Group,
             the Hinckley Portfolio Loan Group, the Oak
             Tree Village Apartments A/B Mortgage Loan and
             the Missouri City Shopping Center A/B Mortgage Loan...........S-123
         The JL Holdings Portfolio Loan Group..............................S-123
         The Hinckley Portfolio Loan Group.................................S-128
         The Oak Tree Village Apartments A/B Mortgage Loan.................S-129
         The Missouri City Shopping Center A/B Mortgage Loan...............S-133
         The Master Servicer and Special Servicer..........................S-134
         The Master Servicer...............................................S-135
         Events of Default.................................................S-135
         The Special Servicer..............................................S-137
         The Operating Adviser.............................................S-138
         Mortgage Loan Modifications.......................................S-139
         Sale of Defaulted Mortgage Loans..................................S-140
         Foreclosures......................................................S-141
Material Federal Income Tax Consequences...................................S-142
         General...........................................................S-142
         Original Issue Discount and Premium...............................S-143
         Prepayment Premiums and Yield Maintenance Charges.................S-144
         Additional Considerations.........................................S-144
Legal Aspects of Mortgage Loans............................................S-144
         California........................................................S-144
ERISA Considerations.......................................................S-145
         Plan Assets.......................................................S-145
         Special Exemption Applicable to the Offered
             Certificates..................................................S-145
         Insurance Company General Accounts................................S-147
         General Investment Considerations.................................S-148
Legal Investment...........................................................S-148
Use of Proceeds............................................................S-148
Plan of Distribution.......................................................S-149
Legal Matters..............................................................S-150
Ratings....................................................................S-151
Glossary of Terms..........................................................S-152
APPENDIX I - Mortgage Pool
         Information  (Tables)...............................................I-1
APPENDIX II - Certain Characteristics
         of the Mortgage Loans..............................................II-1
APPENDIX III - Significant
         Loan Summaries....................................................III-1
APPENDIX IV - Term Sheet.....................................................T-1
APPENDIX V - Form of Statement to
         Certificateholders..................................................V-1
SCHEDULE A - Class A-AB Planned Principal Balance............................A-1
SCHEDULE B - Rates Used in Determination of
         Class X Pass-Through Rates .........................................B-1


                                       S-5






                                EXECUTIVE SUMMARY

         This Executive Summary highlights selected information regarding the
certificates. It does not contain all of the information you need to consider in
making your investment decision. TO UNDERSTAND ALL OF THE TERMS OF THIS OFFERING
AND THE UNDERLYING MORTGAGE LOANS, YOU SHOULD READ THIS ENTIRE PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CAREFULLY.

                              CERTIFICATE STRUCTURE
<TABLE>


--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
                                APPROXIMATE
                                  INITIAL         APPROXIMATE                     APPROXIMATE    WEIGHTED
                                CERTIFICATE         INITIAL                       PERCENT OF     AVERAGE    PRINCIPAL
 APPROXIMATE                     BALANCE OR      PASS-THROUGH       RATINGS          TOTAL         LIFE       WINDOW
CREDIT SUPPORT     CLASS      NOTIONAL AMOUNT        RATE         (FITCH/S&P)    CERTIFICATES     (YRS.)     (MONTHS)
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------

   17.000%      CLASS A-1     $   75,400,000         4.478%         AAA/AAA         6.14%         2.99        1-57
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   17.000%      CLASS A-2     $   84,600,000         4.725%         AAA/AAA         6.89%         4.81        57-60
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   17.000%      CLASS A-3     $   44,700,000         4.827%         AAA/AAA         3.64%         6.39        75-79
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   17.000%      CLASS A-AB    $   84,100,000         4.852%         AAA/AAA         6.85%         7.26       60-111
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   27.000%      CLASS A-4A    $  642,754,000         4.890%         AAA/AAA         52.32%        9.78       111-120
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   17.000%      CLASS A-4B    $   88,050,000         4.945%         AAA/AAA         7.17%         9.96       120-120
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   9.875%       CLASS A-J     $   87,526,000         4.985%         AAA/AAA         7.12%         9.97       120-121
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   8.000%       CLASS B       $   23,033,000         5.062%          AA/AA          1.87%         10.24      121-137
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   7.000%       CLASS C       $   12,285,000         5.163%         AA-/AA-         1.00%         12.47      137-163
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   5.750%       CLASS D       $   15,355,000         5.289%           A/A           1.25%         14.38      163-176
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   4.750%       CLASS E       $   12,284,000         5.416%          A-/A-          1.00%         14.67      176-177
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   4.000%       CLASS F       $    9,214,000         5.513%        BBB+/BBB+        0.75%         14.85      177-179
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   3.250%       CLASS G       $    9,213,000         5.513%         BBB/BBB         0.75%         14.87      179-179
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
   2.375%       CLASS H       $   10,749,000         5.513%        BBB-/BBB-        0.88%         14.88      179-180
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
  --------      CLASSES J-P   $   29,175,747        --------       --------       --------       --------    --------
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
  --------      CLASS X-1     $1,228,438,747         0.048%        AAA/AAA        --------       --------    --------
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
  --------      CLASS X-2     $1,202,407,000         0.593%        AAA/AAA        --------       --------    --------
--------------- ------------- ----------------- ---------------- --------------- -------------- ----------- -----------
</TABLE>
o    The notional amount of the Class X-1 Certificates initially will be
     $1,228,438,747 and the notional amount of the Class X-2 Certificates
     initially will be $1,202,407,000. The Class X-1 Certificates and the Class
     X-2 Certificates are not offered pursuant to the prospectus and this
     prospectus supplement. Any information provided in this prospectus
     supplement regarding the characteristics of these certificates is provided
     only to enhance your understanding of the offered certificates.

o    The percentages indicated under the column "Approximate Credit Support"
     with respect to the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4A
     and Class A-4B Certificates represent the approximate credit support for
     the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4A and Class A-4B
     Certificates in the aggregate. Additionally, the credit support percentage
     set forth for the Class A-4A Certificates reflects the credit support
     provided by the Class A-4B Certificates. References in this prospectus
     supplement to the Class A-4 Certificates means the Class A-4A Certificates
     and the Class A-4B Certificates in the aggregate.

o    The initial certificate balance on the closing date may vary by up to 5%.

o    The Class X-1 Certificates and the Class X-2 Certificates (together, the
     "Class X Certificates") and the Class E, Class F, Class G, Class H, Class
     J, Class K, Class L, Class M, Class N, Class O and Class P Certificates are
     not offered pursuant to this prospectus supplement.

o    The pass-through rates for the Class A-1, Class A-2, Class A-3, Class A-AB
     and Class A-4A Certificates are fixed at their initial pass-through rates.
     The pass-through rate for the Class A-4B Certificates will be a per annum
     rate equal to the lesser of 4.945% and the weighted average net mortgage
     rate. The pass-through rate for the Class A-J Certificates will be a per
     annum rate equal to the lesser of 4.985% and the weighted average net
     mortgage rate. The pass-through rate for the Class B Certificates will be a
     per annum rate equal to the lesser of 5.062% and the weighted average net
     mortgage rate. The pass-through rate for the Class C Certificates will be a
     per annum rate equal to the lesser of 5.163% and the weighted average net
     mortgage rate. The pass-through rate for the Class D Certificates will be a
     per annum rate equal to the lesser of 5.289% and the weighted average net
     mortgage rate.

o    The principal window is expressed in months following the closing date and
     reflects the period during which distributions of principal would be
     received under the assumptions set forth in the following sentence. The
     Weighted Average Life and principal window figures set forth above are
     based on the following assumptions, among others: (i) no losses on the
     underlying mortgage loans; (ii) no extensions of maturity dates of mortgage
     loans that do not have "anticipated repayment dates"; (iii) payment in full
     on the anticipated repayment date or stated maturity date of each mortgage
     loan having such a date; and (iv) a 0% CPR. See the assumptions set forth
     under "Yield, Prepayment and Maturity Considerations" in this prospectus
     supplement and under "Structuring Assumptions" in the "Glossary of Terms."

o    Each Class P Certificate is an investment unit consisting of a REMIC
     regular interest and beneficial ownership of certain excess interest in
     respect of mortgage loans having anticipated repayment dates.

o    The Class R-I, R-II and R-III Certificates also represent ownership
     interests in the trust. These certificates are not represented in this
     table and are not offered pursuant to this prospectus supplement.

     -----
           Offered certificates.
     -----

     -----
           Certificates not offered pursuant to this prospectus supplement.
     -----

                                       S-6




                        SUMMARY OF PROSPECTUS SUPPLEMENT

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

                                WHAT YOU WILL OWN

GENERAL...................................  Your certificates (along with the
                                            privately offered certificates) will
                                            represent beneficial interests in a
                                            trust created by us on the closing
                                            date. All payments to you will come
                                            only from the amounts received in
                                            connection with the assets of the
                                            trust. The trust's assets will
                                            primarily be 156 mortgage loans
                                            secured by first mortgage liens on
                                            277 commercial, manufactured housing
                                            community and multifamily
                                            properties.

TITLE OF CERTIFICATES.....................  Commercial Mortgage Pass-Through
                                            Certificates, Series 2005-TOP19.


MORTGAGE POOL.............................  The mortgage pool consists of 156
                                            mortgage loans with an aggregate
                                            principal balance of all mortgage
                                            loans as of the cut-off date, of
                                            approximately $1,228,438,747, which
                                            may vary on the closing date by up
                                            to 5%. Each mortgage loan requires
                                            scheduled payments of principal
                                            and/or interest to be made monthly.
                                            For purposes of those mortgage loans
                                            that have a due date on a date other
                                            than the first of the month, we have
                                            assumed that those mortgage loans
                                            are due on the first of the month
                                            for purposes of determining their
                                            cut-off dates and cut-off date
                                            balances.

                                            As of the cut-off date, the balances
                                            of the mortgage loans in the
                                            mortgage pool ranged from
                                            approximately $849,186 to
                                            approximately $85,000,000 and the
                                            mortgage loans had an approximate
                                            average balance of $7,874,607.

                           RELEVANT PARTIES AND DATES

ISSUER....................................  Morgan Stanley Capital I Trust
                                            2005-TOP19.

DEPOSITOR.................................  Morgan Stanley Capital I Inc.

MASTER SERVICER...........................  Wells Fargo Bank, National
                                            Association.

SPECIAL SERVICER..........................  ARCap Servicing, Inc.

PRIMARY SERVICER..........................  Principal Global Investors, LLC with
                                            respect to those mortgage loans sold
                                            to the trust by Principal Commercial
                                            Funding, LLC. In addition, Wells
                                            Fargo Bank, National Association
                                            will act as primary servicer with
                                            respect to those mortgage loans sold
                                            to the trust by Wells Fargo Bank,
                                            National Association, Bear Stearns
                                            Commercial Mortgage, Inc. and Morgan
                                            Stanley Mortgage Capital Inc.

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

FISCAL AGENT..............................  ABN AMRO Bank N.V., a Netherlands
                                            banking corporation and indirect
                                            corporate parent of the trustee.

PAYING AGENT..............................  Wells Fargo Bank, National
                                            Association, which will also act as
                                            the certificate registrar. See
                                            "Description of the Offered
                                            Certificates--The

                                      S-7


                                            Paying Agent, Certificate Registrar
                                            and Authenticating Agent" in this
                                            prospectus supplement.

OPERATING ADVISER.........................  The holders of certificates
                                            representing more than 50% of the
                                            aggregate certificate balance of the
                                            most subordinate class of
                                            certificates, outstanding at any
                                            time of determination, or, if the
                                            certificate balance of that class of
                                            certificates is less than 25% of the
                                            initial certificate balance of that
                                            class, the next most subordinate
                                            class of certificates, may appoint a
                                            representative to act as operating
                                            adviser for the purposes described
                                            in this prospectus supplement;
                                            provided, that with respect to any
                                            A/B Mortgage Loan, a holder of the
                                            related B Note will, to the extent
                                            set forth in the related
                                            intercreditor agreement, instead be
                                            entitled to the rights and powers
                                            granted to the Operating Adviser
                                            under the Pooling and Servicing
                                            Agreement to the extent such rights
                                            and powers relate to the related A/B
                                            Mortgage Loan (but only so long as
                                            the holder of the related B Note is
                                            the directing holder). The initial
                                            operating adviser will be ARCap CMBS
                                            Fund II REIT, Inc.

SELLERS...................................  Bear Stearns Commercial Mortgage,
                                            Inc., as to 44 mortgage loans,
                                            representing 32.6% of the initial
                                            outstanding pool balance.

                                            Wells Fargo Bank, National
                                            Association, as to 48 mortgage
                                            loans, representing 25.3% of the
                                            initial outstanding pool balance.

                                            Morgan Stanley Mortgage Capital
                                            Inc., as to 26 mortgage loans,
                                            representing 22.6% of the initial
                                            outstanding pool balance.

                                            Principal Commercial Funding, LLC,
                                            as to 38 mortgage loans,
                                            representing 19.5% of the initial
                                            outstanding pool balance.

UNDERWRITERS..............................  Morgan Stanley & Co. Incorporated
                                            and Bear, Stearns & Co. Inc.

CUT-OFF DATE..............................  July 1, 2005, or with respect to any
                                            mortgage loan originated in July
                                            2005 that has its first scheduled
                                            payment date in September 2005, the
                                            date of origination. For purposes of
                                            the information contained in this
                                            prospectus supplement (including the
                                            appendices to this prospectus
                                            supplement), scheduled payments due
                                            in July 2005 with respect to
                                            mortgage loans not having payment
                                            dates on the first day of each month
                                            have been deemed received on July 1,
                                            2005, not the actual day on which
                                            such scheduled payments were due.

CLOSING DATE..............................  On or about July 28, 2005.

DISTRIBUTION DATE.........................  The 12th day of each month, or, if
                                            such 12th day is not a business day,
                                            the business day immediately
                                            following such 12th day, commencing
                                            in August 2005.

RECORD DATE...............................  With respect to each distribution
                                            date, the close of business on the
                                            last business day of the preceding
                                            calendar month.


                                      S-8




<TABLE>


                                              ------------------------ ------------------------------------------
EXPECTED FINAL DISTRIBUTION DATES........            Class A-1                      April 12, 2010
                                              ------------------------ ------------------------------------------
                                                     Class A-2                       July 12, 2010
                                              ------------------------ ------------------------------------------
                                                     Class A-3                     February 12, 2012
                                              ------------------------ ------------------------------------------
                                                    Class A-AB                     October 12, 2014
                                              ------------------------ ------------------------------------------
                                                    Class A-4A                       July 12, 2015
                                              ------------------------ ------------------------------------------
                                                    Class A-4B                       July 12, 2015
                                              ------------------------ ------------------------------------------
                                                     Class A-J                      August 12, 2015
                                              ------------------------ ------------------------------------------
                                                      Class B                      December 12, 2016
                                              ------------------------ ------------------------------------------
                                                      Class C                      February 12, 2019
                                              ------------------------ ------------------------------------------
                                                      Class D                       March 12, 2020
                                              ------------------------ ------------------------------------------
</TABLE>


                                            The Expected Final Distribution Date
                                            for each class of certificates is
                                            the date on which such class is
                                            expected to be paid in full,
                                            assuming no delinquencies, losses,
                                            modifications, extensions of
                                            maturity dates, repurchases or
                                            prepayments of the mortgage loans
                                            after the initial issuance of the
                                            certificates. Any mortgage loans
                                            with anticipated repayment dates are
                                            assumed to repay in full on those
                                            dates.

RATED FINAL DISTRIBUTION DATE.............  As to each class of certificates,
                                            the distribution date in June 2047.


                              OFFERED CERTIFICATES

GENERAL...................................  We are offering the following ten
                                            (10) classes of our Series
                                            2005-TOP19 Commercial Mortgage
                                            Pass-Through Certificates:

                                            o Class A-l

                                            o Class A-2

                                            o Class A-3

                                            o Class A-AB

                                            o Class A-4A

                                            o Class A-4B

                                            o Class A-J

                                            o Class B

                                            o Class C

                                            o Class D


                                            The entire series will consist of a
                                            total of twenty-six (26) classes,
                                            the following sixteen (16) of which
                                            are not being offered by this
                                            prospectus supplement and the
                                            accompanying prospectus: Class X-1,
                                            Class X-2,

                                      S-9


                                            Class E, Class F, Class G, Class H,
                                            Class J, Class K, Class L, Class M,
                                            Class N, Class O, Class P, Class
                                            R-I, Class R-II and Class R-III.

CERTIFICATE BALANCE.......................  Your certificates will have the
                                            approximate aggregate initial
                                            certificate balance presented in the
                                            chart below and this balance below
                                            may vary by up to 5% on the closing
                                            date:
<TABLE>


                                             ---------------------- --------------------------------------------------
                                                   Class A-1                 $75,400,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                   Class A-2                 $84,600,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                   Class A-3                 $44,700,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                  Class A-AB                 $84,100,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                  Class A-4A                $642,754,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                  Class A-4B                 $88,050,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                   Class A-J                 $87,526,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                    Class B                  $23,033,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                    Class C                  $12,285,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
                                                    Class D                  $15,355,000 Certificate Balance
                                             ---------------------- --------------------------------------------------
</TABLE>

                                            The certificate balance at any time
                                            is the maximum amount of principal
                                            distributable to a class and is
                                            subject to adjustment on each
                                            distribution date to reflect any
                                            reductions resulting from
                                            distributions of principal to that
                                            class or any allocations of losses
                                            to the certificate balance of that
                                            class.

                                            The Class X-1 Certificates and Class
                                            X-2 Certificates, which are private
                                            certificates, will not have
                                            certificate balances; each such
                                            class of certificates will instead
                                            represent the right to receive
                                            distributions of interest accrued as
                                            described in this prospectus
                                            supplement on a notional amount. The
                                            notional amount of the Class X-1
                                            Certificates will be equal to the
                                            aggregate of the certificate
                                            balances of the classes of
                                            certificates (other than the Class
                                            X-1, Class X-2, Class R-I, Class
                                            R-II and Class R-III Certificates)
                                            outstanding from time to time. Any
                                            information provided herein
                                            regarding the characteristics of the
                                            Class X-1 Certificates and the Class
                                            X-2 Certificates, which are not
                                            offered pursuant to this prospectus
                                            supplement, is provided only to
                                            enhance your understanding of the
                                            offered certificates.

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

                                            o    during the period from the
                                                 closing date through and
                                                 including the distribution date
                                                 occurring in July 2006, the sum
                                                 of (a) the lesser of
                                                 $66,260,000 and the certificate
                                                 balance of the Class A-1
                                                 Certificates outstanding from
                                                 time to time and (b) the
                                                 aggregate of the certificate
                                                 balances of the Class A-2,
                                                 Class A-3, Class A-AB, Class
                                                 A-4A, Class A-4B, Class A-J,
                                                 Class B, Class C, Class D,

                                      S-10


                                                 Class E, Class F, Class G,
                                                 Class H, Class J, Class K and
                                                 Class L Certificates
                                                 outstanding from time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2006 through and including
                                                 the distribution date occurring
                                                 in July 2007, the sum of (a)
                                                 the lesser of $12,235,000 and
                                                 the certificate balance of the
                                                 Class A-1 Certificates
                                                 outstanding from time to time,
                                                 (b) the aggregate of the
                                                 certificate balances of the
                                                 Class A-2, Class A-3, Class
                                                 A-AB, Class A-4A, Class A-4B,
                                                 Class A-J, Class B, Class C,
                                                 Class D, Class E, Class F,
                                                 Class G, Class H and Class J
                                                 Certificates outstanding from
                                                 time to time and (c) the lesser
                                                 of $2,474,000 and the
                                                 certificate balance of the
                                                 Class K Certificates
                                                 outstanding from time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2007 through and including
                                                 the distribution date occurring
                                                 in July 2008, the sum of (a)
                                                 the lesser of $40,747,000 and
                                                 the certificate balance of the
                                                 Class A-2 Certificates
                                                 outstanding from time to time,
                                                 (b) the aggregate of the
                                                 certificate balances of the
                                                 Class A-3, Class A-AB, Class
                                                 A-4A, Class A-4B, Class A-J,
                                                 Class B, Class C, Class D,
                                                 Class E and Class F
                                                 Certificates outstanding from
                                                 time to time and (c) the lesser
                                                 of $1,410,000 and the
                                                 certificate balance of the
                                                 Class G Certificates
                                                 outstanding from time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2008 through and including
                                                 the distribution date occurring
                                                 in July 2009, the sum of (a)
                                                 the lesser of $32,219,000 and
                                                 the certificate balance of the
                                                 Class A-3 Certificates
                                                 outstanding from time to time,
                                                 (b) the aggregate of the
                                                 certificate balances of the
                                                 Class A-AB, Class A-4A, Class
                                                 A-4B, Class A-J, Class B, Class
                                                 C and Class D Certificates
                                                 outstanding from time to time
                                                 and (c) the lesser of $482,000
                                                 and the certificate balance of
                                                 the Class E Certificates
                                                 outstanding from time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2009 through and including
                                                 the distribution date occurring
                                                 in July 2010, the sum of (a)
                                                 the lesser of $633,597,000 and
                                                 the certificate balance of the
                                                 Class A-4A Certificates
                                                 outstanding from time to time,
                                                 (b) the aggregate of the
                                                 certificate balances of the
                                                 Class A-4B, Class A-J and Class
                                                 B Certificates outstanding from
                                                 time to time and (c) the lesser
                                                 of $7,475,000 and the
                                                 certificate balance of the
                                                 Class C Certificates
                                                 outstanding from time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2010 through and including
                                                 the distribution date occurring
                                                 in July 2011, the sum of (a)
                                                 the lesser of $587,762,000 and
                                                 the certificate balance of the
                                                 Class A-4A Certificates
                                                 outstanding from time to time,
                                                 (b) the aggregate of the
                                                 certificate balances of the
                                                 Class A-4B and Class A-J
                                                 Certificates outstanding from
                                                 time to time and (c) the lesser
                                                 of $12,693,000 and the
                                                 certificate balance of the
                                                 Class B Certificates
                                                 outstanding from time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2011 through and including
                                                 the distribution date occurring
                                                 in July 2012, the sum of (a)
                                                 the lesser of $513,366,000 and
                                                 the certificate

                                      S-11


                                                 balance of the Class A-4A
                                                 Certificates outstanding from
                                                 time to time, (b) the aggregate
                                                 of the certificate balances of
                                                 the Class A-4B Certificates
                                                 outstanding from time to time
                                                 and (c) the lesser of
                                                 $84,083,000 and the certificate
                                                 balance of the Class A-J
                                                 Certificates outstanding from
                                                 time to time;

                                            o    during the period following the
                                                 distribution date occurring in
                                                 July 2012 through and including
                                                 the distribution date occurring
                                                 in July 2013, the sum of (a)
                                                 the lesser of $474,300,000 and
                                                 the certificate balance of the
                                                 Class A-4A Certificates
                                                 outstanding from time to time,
                                                 (b) the aggregate of the
                                                 certificate balances of the
                                                 Class A-4B Certificates
                                                 outstanding from time to time
                                                 and (c) the lesser of
                                                 $69,541,000 and the certificate
                                                 balance of the Class A-J
                                                 Certificates outstanding from
                                                 time to time; and

                                            o    following the distribution date
                                                 occurring in July 2013, $0.


                                            Accordingly, the notional amount of
                                            the Class X-1 Certificates will be
                                            reduced on each distribution date by
                                            any distributions of principal
                                            actually made on, and any losses
                                            actually allocated to the
                                            certificate balance of, any class of
                                            certificates (other than the Class
                                            X-1, Class X-2, Class R-I, Class
                                            R-II and Class R-III Certificates)
                                            outstanding from time to time. The
                                            notional amount of the Class X-2
                                            Certificates will be reduced on each
                                            distribution date by any
                                            distributions of principal actually
                                            made on, and any losses actually
                                            allocated to the certificate balance
                                            of any component and any class of
                                            Certificates included in the
                                            calculation of the notional amount
                                            for the Class X-2 Certificates on
                                            such distribution date, as described
                                            above. Holders of the Class X-2
                                            Certificates will not be entitled to
                                            distributions of interest at any
                                            time following the distribution date
                                            occurring in July 2013.

PASS-THROUGH RATES........................  Your certificates will accrue
                                            interest at an annual rate called a
                                            pass-through rate. The following
                                            table lists the initial pass-through
                                            rates for each class of offered
                                            certificates:

<TABLE>


                                             ---------------------- --------------------------------------------------
                                                   Class A-1                         4.478% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                   Class A-2                         4.725% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                   Class A-3                         4.827% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                  Class A-AB                         4.852% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                  Class A-4A                         4.890% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                  Class A-4B                         4.945% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                   Class A-J                         4.985% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                    Class B                          5.062% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                    Class C                          5.163% (Fixed)
                                             ---------------------- --------------------------------------------------
                                                    Class D                          5.289% (Fixed)
                                             ---------------------- --------------------------------------------------
</TABLE>

                                      S-12


                                            Interest on your certificates will
                                            be calculated on the basis of a
                                            360-day year consisting of twelve
                                            30-day months, also referred to in
                                            this prospectus supplement as a
                                            30/360 basis.

                                            The pass-through rates for the Class
                                            A-1, Class A-2, Class A-3, Class
                                            A-AB and Class A-4A Certificates
                                            will, at all times, accrue interest
                                            at a per annum rate equal to the
                                            related fixed rate shown in the
                                            table above. The Class A-4B
                                            Certificates will, at all times,
                                            accrue interest at a per annum rate
                                            equal to the lesser of 4.945% and
                                            the weighted average net mortgage
                                            rate. The Class A-J Certificates
                                            will, at all times, accrue interest
                                            at a per annum rate equal to the
                                            lesser of 4.985% and the weighted
                                            average net mortgage rate. The Class
                                            B Certificates will, at all times,
                                            accrue interest at a per annum rate
                                            equal to the lesser of 5.062% and
                                            the weighted average net mortgage
                                            rate. The Class C Certificates will,
                                            at all times, accrue interest at a
                                            per annum rate equal to the lesser
                                            of 5.163% and the weighted average
                                            net mortgage rate. The Class D
                                            Certificates will, at all times,
                                            accrue interest at a per annum rate
                                            equal to the lesser of 5.289% and
                                            the weighted average net mortgage
                                            rate.

                                            The weighted average net mortgage
                                            rate for a particular distribution
                                            date is a weighted average of the
                                            interest rates on the mortgage loans
                                            minus a weighted average annual
                                            administrative cost rate, which
                                            includes the master servicing fee
                                            rate, any excess servicing fee rate,
                                            the primary servicing fee rate, and
                                            the trustee fee rate. The relevant
                                            weighting is based upon the
                                            respective principal balances of the
                                            mortgage loans as in effect
                                            immediately prior to the relevant
                                            distribution date. For purposes of
                                            calculating the weighted average net
                                            mortgage rate, the mortgage loan
                                            interest rates will not reflect any
                                            default interest rate. The mortgage
                                            loan interest rates will also be
                                            determined without regard to any
                                            loan term modifications agreed to by
                                            the special servicer or resulting
                                            from any borrower's bankruptcy or
                                            insolvency. In addition, for
                                            purposes of calculating the weighted
                                            average net mortgage rate, if a
                                            mortgage loan does not accrue
                                            interest on a 30/360 basis, its
                                            interest rate for any month will, in
                                            general, be deemed to be the rate
                                            per annum that, when calculated on a
                                            30/360 basis, will produce the
                                            amount of interest that actually
                                            accrues on that mortgage loan in
                                            that month.

                                            The pass-through rate applicable to
                                            the Class X-2 Certificates for the
                                            initial distribution date will equal
                                            approximately 0.593% per annum. The
                                            pass-through rate applicable to the
                                            Class X-2 Certificates for each
                                            distribution date subsequent to the
                                            initial distribution date and on or
                                            before the distribution date in July
                                            2013 will equal the weighted average
                                            of the respective strip rates (the
                                            "Class X-2 Strip Rates") at which
                                            interest accrues from time to time
                                            on the respective components of the
                                            total notional amount of the Class
                                            X-2 Certificates outstanding
                                            immediately prior to the related
                                            distribution date (weighted on the
                                            basis of the respective balances of
                                            such components outstanding
                                            immediately prior to such
                                            distribution date). Each of those
                                            components will be comprised of all
                                            or a designated portion of the
                                            certificate balance of a specified
                                            class of Principal Balance
                                            Certificates. If all or a designated
                                            portion of the certificate balance
                                            of any class of Principal Balance
                                            Certificates is identified under
                                            "--Certificate Balance" above as
                                            being part of the total notional
                                            amount of the Class X-2 Certificates
                                            immediately prior to any
                                            distribution date, then that
                                            certificate balance (or designated
                                            portion of it) will represent one or
                                            more separate

                                      S-13


                                            components of the total notional
                                            amount of the Class X-2 Certificates
                                            for purposes of calculating the
                                            accrual of interest for the related
                                            distribution date. For any
                                            distribution date occurring in or
                                            before July 2013, on any particular
                                            component of the total notional
                                            amount of the Class X-2 Certificates
                                            immediately prior to the related
                                            distribution date, the applicable
                                            Class X-2 Strip Rate will equal the
                                            excess, if any, of:

                                            o    the lesser of (a) the rate per
                                                 annum corresponding to such
                                                 distribution date as set forth
                                                 on Schedule B attached to this
                                                 prospectus supplement and (b)
                                                 the weighted average net
                                                 mortgage rate for such
                                                 distribution date, over

                                            o    the pass-through rate for such
                                                 distribution date for the class
                                                 of Principal Balance
                                                 Certificates whose certificate
                                                 balance, or a designated
                                                 portion of it, comprises such
                                                 component.

                                            Under no circumstances will any
                                            Class X-2 Strip Rate be less than
                                            zero.

                                            The pass-through rate applicable to
                                            the Class X-1 Certificates for the
                                            initial distribution date will equal
                                            approximately 0.048% per annum.

                                            The pass-through rate applicable to
                                            the Class X-1 Certificates for each
                                            distribution date subsequent to the
                                            initial distribution date will equal
                                            the weighted average of the
                                            respective strip rates (the "Class
                                            X-1 Strip Rates") at which interest
                                            accrues from time to time on the
                                            respective components of the total
                                            notional amount of the Class X-1
                                            Certificates outstanding immediately
                                            prior to the related distribution
                                            date (weighted on the basis of the
                                            respective balances of such
                                            components outstanding immediately
                                            prior to such distribution date).
                                            Each of those components will be
                                            comprised of all or a designated
                                            portion of the certificate balance
                                            of one of the classes of the
                                            Principal Balance Certificates. In
                                            general, the certificate balance of
                                            each class of Principal Balance
                                            Certificates will constitute a
                                            separate component of the total
                                            notional amount of the Class X-1
                                            Certificates; provided that, if a
                                            portion, but not all, of the
                                            certificate balance of any
                                            particular class of Principal
                                            Balance Certificates is identified
                                            under "--Certificate Balance" above
                                            as being part of the total notional
                                            amount of the Class X-2 Certificates
                                            immediately prior to any
                                            distribution date, then that
                                            identified portion of such
                                            certificate balance will also
                                            represent one or more separate
                                            components of the total notional
                                            amount of the Class X-1 Certificates
                                            for purposes of calculating the
                                            accrual of interest for the related
                                            distribution date, and the remaining
                                            portion of such certificate balance
                                            will represent one or more other
                                            separate components of the Class X-1
                                            Certificates for purposes of
                                            calculating the accrual of interest
                                            for the related distribution date.
                                            For any distribution date occurring
                                            in or before July 2013, on any
                                            particular component of the total
                                            notional amount of the Class X-1
                                            Certificates immediately prior to
                                            the related distribution date, the
                                            applicable Class X-1 Strip Rate will
                                            be calculated as follows:

                                            o    if such particular component
                                                 consists of the entire
                                                 certificate balance (or a
                                                 designated portion of that
                                                 certificate balance) of any
                                                 class of Principal Balance
                                                 Certificates, and if such
                                                 entire certificate balance (or
                                                 that designated portion) also
                                                 constitutes a component of the
                                                 total notional amount of the
                                                 Class X-2 Certificates
                                                 immediately prior to the
                                                 related distribution date, then
                                                 the

                                      S-14


                                            applicable Class X-1 Strip Rate will
                                            equal the excess, if any, of (a) the
                                            weighted average net mortgage rate
                                            for such distribution date, over (b)
                                            the greater of (i) the rate per
                                            annum corresponding to such
                                            distribution date as set forth on
                                            Schedule B attached to this
                                            prospectus supplement and (ii) the
                                            pass-through rate for such
                                            distribution date for such class of
                                            Principal Balance Certificates; and

                                            o    if such particular component
                                                 consists of the entire
                                                 certificate balance (or a
                                                 designated portion of that
                                                 certificate balance) of any
                                                 class of Principal Balance
                                                 Certificates, and if such
                                                 entire certificate balance (or
                                                 that designated portion) does
                                                 not also constitute a component
                                                 of the total notional amount of
                                                 the Class X-2 Certificates
                                                 immediately prior to the
                                                 related distribution date, then
                                                 the applicable Class X-1 Strip
                                                 Rate will equal the excess, if
                                                 any, of (a) the weighted
                                                 average net mortgage rate for
                                                 such distribution date, over
                                                 (b) the pass-through rate for
                                                 such distribution date for such
                                                 class of Principal Balance
                                                 Certificates.


                                            For any distribution date occurring
                                            after July 2013, the certificate
                                            balance of each class of Principal
                                            Balance Certificates will constitute
                                            a separate component of the total
                                            notional amount of the Class X-1
                                            Certificates, and the applicable
                                            Class X-1 Strip Rate with respect to
                                            each such component for each such
                                            distribution date will equal the
                                            excess, if any, of (a) the weighted
                                            average net mortgage rate for such
                                            distribution date, over (b) the
                                            pass-through rate for such
                                            distribution date for such class of
                                            Principal Balance Certificates.
                                            Under no circumstances will any
                                            Class X-1 Strip Rate be less than
                                            zero.

                                            The Class E Certificates will, at
                                            all times, accrue interest at a per
                                            annum rate equal to the weighted
                                            average net mortgage rate less
                                            0.097%. The Class F, Class G and
                                            Class H Certificates will, at all
                                            times, accrue interest at a per
                                            annum rate equal to the weighted
                                            average net mortgage rate. The Class
                                            J, Class K, Class L, Class M, Class
                                            N, Class O and Class P Certificates
                                            will, at all times, accrue interest
                                            at a per annum rate equal to the
                                            lesser of 4.685% and the weighted
                                            average net mortgage rate.

DISTRIBUTIONS

     A.  AMOUNT AND ORDER
            OF DISTRIBUTIONS..............  On each distribution date, funds
                                            available for distribution from the
                                            mortgage loans, net of excess
                                            interest, excess liquidation
                                            proceeds and specified trust
                                            expenses, including all servicing
                                            fees, trustee fees and related
                                            compensation, will be distributed in
                                            the following amounts and priority:


                                                   Step l/Class A Senior and
                                            Class X: To interest on Classes A-1,
                                            A-2, A-3, A-AB, A-4, X-1 and X-2,
                                            pro rata, in accordance with their
                                            interest entitlements, provided that
                                            interest distributed to the Class
                                            A-4 Certificates will be applied
                                            first to Class A-4A up to its
                                            interest entitlements and then to
                                            Class A-4B up to its interest
                                            entitlements.

                                                   Step 2/Class A Senior: To the
                                            extent of amounts then required to
                                            be distributed as principal, (i)
                                            first, to the Class A-AB
                                            Certificates until such Certificates
                                            are reduced to their Planned
                                            Principal Balance, (ii) second, to
                                            the Class A-1 Certificates, until
                                            the Class A-1 Certificates are
                                            reduced to zero, (iii) third, to the
                                            Class A-2 Certificates,

                                      S-15


                                            until the Class A-2 Certificates are
                                            reduced to zero, (iv) fourth, to the
                                            Class A-3 Certificates, until the
                                            Class A-3 Certificates are reduced
                                            to zero, (v) fifth, to the Class
                                            A-AB Certificates, until the Class
                                            A-AB Certificates are reduced to
                                            zero and (vi) sixth, to the Class
                                            A-4 Certificates, until the Class
                                            A-4 Certificates are reduced to
                                            zero, provided that amounts
                                            distributed as principal to the
                                            Class A-4 Certificates will first be
                                            applied to the Class A-4A
                                            Certificates until reduced to zero
                                            and then to the Class A-4B
                                            Certificates until reduced to zero.
                                            If the principal amount of each
                                            class of certificates other than
                                            Classes A-1, A-2, A-3, A-AB and A-4
                                            has been reduced to zero as a result
                                            of losses on the mortgage loans or
                                            an appraisal reduction, principal
                                            will be distributed to Classes A-1,
                                            A-2, A-3, A-AB and A-4, pro rata,
                                            provided that principal distributed
                                            to Class A-4 will be applied first
                                            to Class A-4A until reduced to zero
                                            and then to Class A-4B until reduced
                                            to zero.

                                                   Step 3/Class A Senior and
                                            Class X: To reimburse Classes A-1,
                                            A-2, A-3, A-AB and A-4 and, in
                                            respect of interest only, Classes
                                            X-1 and X-2, pro rata, for any
                                            previously unreimbursed losses on
                                            the mortgage loans that were
                                            previously borne by those classes,
                                            together with interest at the
                                            applicable pass-through rate,
                                            provided that all reimbursements
                                            with respect to the Class A-4
                                            Certificates will be allocated first
                                            to the Class A-4A Certificates until
                                            all unreimbursed losses are
                                            reimbursed and then to the Class
                                            A-4B Certificates until all
                                            unreimbursed losses are reimbursed.

                                                   Step 4/Class A-J: To Class
                                            A-J as follows: (a) to interest on
                                            Class A-J in the amount of its
                                            interest entitlement; (b) to the
                                            extent of amounts required to be
                                            distributed as principal, to
                                            principal on Class A-J in the amount
                                            of its principal entitlement until
                                            its principal balance is reduced to
                                            zero; and (c) to reimburse Class A-J
                                            for any previously unreimbursed
                                            losses on the mortgage loans that
                                            were previously borne by that class,
                                            together with interest at the
                                            applicable pass-through rate.

                                                   Step 5/Class B: To Class B in
                                            a manner analogous to the Class A-J
                                            allocations of Step 4.

                                                   Step 6/Class C: To Class C in
                                            a manner analogous to the Class A-J
                                            allocations of Step 4.

                                                   Step 7/Class D: To Class D in
                                            a manner analogous to the Class A-J
                                            allocations of Step 4.

                                                   Step 8/Subordinate Private
                                            Certificates: To these certificates
                                            in the amounts and order of priority
                                            described in this prospectus
                                            supplement.


                                            Each certificateholder will receive
                                            its share of distributions on its
                                            class of certificates on a pro rata
                                            basis with all other holders of
                                            certificates of the same class. See
                                            "Description of the Offered
                                            Certificates-Distributions" in this
                                            prospectus supplement.

     B.  INTEREST AND
            PRINCIPAL ENTITLEMENTS........  A description of the interest
                                            entitlement payable to each Class
                                            can be found in "Description of the
                                            Offered Certificates--Distributions"
                                            in this prospectus supplement. As
                                            described in that section, there are
                                            circumstances relating to the timing
                                            of prepayments in which your
                                            interest entitlement for a
                                            distribution date could be less than
                                            one full month's interest at the
                                            pass-through rate on your
                                            certificate's principal balance. In
                                            addition, the right of the master
                                            servicer, the special

                                      S-16


                                            servicer, the trustee and the fiscal
                                            agent to reimbursement for payment
                                            of nonrecoverable advances will be
                                            prior to your right to receive
                                            distributions of principal or
                                            interest.

                                            With respect to the one (1) mortgage
                                            loan that was originated in July
                                            2005 and has its first due date in
                                            September 2005, the depositor has
                                            agreed to deposit $149,023.89 into
                                            the Certificate Account on the
                                            closing date, which amount
                                            represents one month's interest on
                                            the initial principal balance of
                                            such mortgage loan, and which amount
                                            will be distributable to
                                            certificateholders on the first
                                            distribution date in August 2005.

                                            The Class X Certificates will not be
                                            entitled to principal distributions.
                                            The amount of principal required to
                                            be distributed on the classes
                                            entitled to principal on a
                                            particular distribution date will,
                                            in general, be equal to:

                                            o    the principal portion of all
                                                 scheduled payments, other than
                                                 balloon payments, to the extent
                                                 received or advanced by the
                                                 master servicer or other party
                                                 (in accordance with the Pooling
                                                 and Servicing Agreement) during
                                                 the related collection period;

                                            o    all principal prepayments and
                                                 the principal portion of
                                                 balloon payments received
                                                 during the related collection
                                                 period;

                                            o    the principal portion of other
                                                 collections on the mortgage
                                                 loans received during the
                                                 related collection period, such
                                                 as liquidation proceeds,
                                                 condemnation proceeds,
                                                 insurance proceeds and income
                                                 on "real estate owned"; and

                                            o    the principal portion of
                                                 proceeds of mortgage loan
                                                 repurchases received during the
                                                 related collection period,


                                            subject, however, to the adjustments
                                            described herein. See the definition
                                            of "Principal Distribution Amount"
                                            in the "Glossary of Terms."


     C.  PREPAYMENT
            PREMIUMS/YIELD MAINTENANCE
            CHARGES.......................  The manner in which any prepayment
                                            premiums and yield maintenance
                                            charges received during a particular
                                            collection period will be allocated
                                            to the Class X Certificates, on the
                                            one hand, and the classes of
                                            certificates entitled to principal,
                                            on the other hand, is described in
                                            "Description of the Offered
                                            Certificates--Distributions" in this
                                            prospectus supplement.


                                      S-17


SUBORDINATION
     A. GENERAL..........................   The chart below describes the manner
                                            in which the rights of various
                                            classes will be senior to the rights
                                            of other classes. Entitlement to
                                            receive principal and interest
                                            (other than excess liquidation
                                            proceeds and certain excess interest
                                            in connection with any loan having
                                            an anticipated repayment date) on
                                            any distribution date is depicted in
                                            descending order. The manner in
                                            which mortgage loan losses
                                            (including interest losses other
                                            than losses with respect to certain
                                            excess interest in connection with
                                            any loan having an anticipated
                                            repayment date) are allocated is
                                            depicted in ascending order.

                                            ------------------------------
                                                Class A-l, Class A-2,
                                            Class A-3, Class A-AB, Class
                                              A-4, Class X-1* and Class
                                                        X-2*
                                            ------------------------------
                                                           |
                                            ------------------------------
                                                      Class A-J
                                            ------------------------------
                                                           |
                                            ------------------------------
                                                       Class B
                                            ------------------------------
                                                           |
                                            ------------------------------
                                                       Class C
                                            ------------------------------
                                                           |
                                            ------------------------------
                                                       Class D
                                            ------------------------------
                                                           |
                                            ------------------------------
                                                     Classes E-P
                                            ------------------------------

                                            NO OTHER FORM OF CREDIT ENHANCEMENT
                                            WILL BE AVAILABLE TO YOU AS A HOLDER
                                            OF OFFERED CERTIFICATES.

                                            LOSSES ALLOCATED TO THE CLASS A-4
                                            CERTIFICATES WILL BE APPLIED FIRST
                                            TO THE CLASS A-4B CERTIFICATES UNTIL
                                            REDUCED TO ZERO AND THEN TO THE
                                            CLASS A-4A CERTIFICATES UNTIL
                                            REDUCED TO ZERO.

                                            *Interest only certificates. No
                                            principal payments or realized loan
                                            losses in respect of principal will
                                            be allocated to the Class X-1 or
                                            Class X-2 Certificates. However, any
                                            loan losses will reduce the notional
                                            amount of the Class X-1 Certificates
                                            and loan losses allocated to any
                                            component and any class of
                                            Certificates included in the
                                            calculation of the notional amount
                                            for the Class X-2 Certificates will
                                            reduce the notional amount of the
                                            Class X-2 Certificates.

                                            The Class A-AB Certificates have
                                            priority with respect to receiving
                                            distributions of principal in
                                            respect of reducing such
                                            Certificates to their Planned
                                            Principal Balance, as described in
                                            this prospectus supplement.


                                      S-18


     B.  SHORTFALLS IN
            AVAILABLE FUNDS...............  Shortfalls in available funds will
                                            reduce amounts available for
                                            distribution and will be allocated
                                            in the same manner as mortgage loan
                                            losses. Among the causes of these
                                            shortfalls are the following:

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

                                            o    shortfalls resulting from
                                                 interest on advances made by
                                                 the master servicer, the
                                                 trustee or the fiscal agent, to
                                                 the extent not covered by
                                                 default interest and late
                                                 payment charges paid by the
                                                 borrower; and

                                            o    shortfalls resulting from a
                                                 reduction of a mortgage loan's
                                                 interest rate by a bankruptcy
                                                 court or from other
                                                 unanticipated, extraordinary or
                                                 default-related expenses of the
                                                 trust.

                                            Shortfalls in mortgage loan interest
                                            as a result of the timing of
                                            voluntary and involuntary
                                            prepayments (net of certain amounts
                                            required to be used by the master
                                            servicer to offset such shortfalls)
                                            will be allocated to each class of
                                            certificates, pro rata, in
                                            accordance with their respective
                                            interest entitlements as described
                                            herein.

                       INFORMATION ABOUT THE MORTGAGE POOL

CHARACTERISTICS OF THE MORTGAGE POOL

     A.  GENERAL..........................  All numerical information in this
                                            prospectus supplement concerning the
                                            mortgage loans is approximate. All
                                            weighted average information
                                            regarding the mortgage loans
                                            reflects the weighting of the
                                            mortgage loans based upon their
                                            outstanding principal balances as of
                                            the cut-off date. With respect to
                                            mortgage loans not having due dates
                                            on the first day of each month,
                                            scheduled payments due in July 2005
                                            have been deemed received on July 1,
                                            2005.

     B.  PRINCIPAL BALANCES...............  The trust's primary assets will be
                                            156 mortgage loans with an aggregate
                                            principal balance as of the cut-off
                                            date of approximately
                                            $1,228,438,747. It is possible that
                                            the aggregate mortgage loan balance
                                            will vary by up to 5% on the closing
                                            date. As of the cut-off date, the
                                            principal balance of the mortgage
                                            loans in the mortgage pool ranged
                                            from approximately $849,186 to
                                            approximately $85,000,000 and the
                                            mortgage loans had an approximate
                                            average balance of $7,874,607.

     C.  FEE SIMPLE/LEASEHOLD.............  Two hundred fifty-six (256)
                                            mortgaged properties, securing
                                            mortgage loans representing 89.9% of
                                            the initial outstanding pool
                                            balance, are subject to a first
                                            mortgage lien on a fee simple estate
                                            in such mortgaged properties.

                                            Twelve (12) mortgaged properties,
                                            securing mortgage loans representing
                                            5.4% of the initial outstanding pool
                                            balance, are subject to a leasehold
                                            interest in the mortgaged
                                            properties.

                                            Nine (9) mortgaged properties,
                                            securing mortgage loans representing
                                            4.7% of the initial outstanding pool
                                            balance, are subject to a first
                                            mortgage lien on a fee interest in a
                                            portion of such mortgaged properties
                                            and a leasehold interest in the
                                            remaining portion of such mortgaged
                                            properties.


                                      S-19



     D.  PROPERTY TYPES...................  The following table shows how the
                                            mortgage loans are secured by
                                            collateral which is distributed
                                            among different types of properties.
<TABLE>


                                             -------------------- --------------------------------- ------------------
                                                                                                        Number of
                                                                       Percentage of Initial            Mortgaged
                                             Property Type            Outstanding Pool Balance         Properties
                                             -------------------- --------------------------------- ------------------
                                             Retail                            39.4%                       181
                                             -------------------- --------------------------------- ------------------
                                             Office                            19.0%                       20
                                             -------------------- --------------------------------- ------------------
                                             Multifamily                       10.7%                       21
                                             -------------------- --------------------------------- ------------------
                                             Hospitality                        8.8%                        9
                                             -------------------- --------------------------------- ------------------
                                             Self Storage                       7.2%                       20
                                             -------------------- --------------------------------- ------------------
                                             Industrial                         6.8%                       16
                                             -------------------- --------------------------------- ------------------
                                             Mixed Use                          5.2%                        4
                                             -------------------- --------------------------------- ------------------
                                             Other                              2.8%                        5
                                             -------------------- --------------------------------- ------------------
                                             Manufactured                       0.3%                        1
                                             Housing Community
                                             -------------------- --------------------------------- ------------------
</TABLE>

     E.  PROPERTY LOCATION................  The number of mortgaged properties,
                                            and the approximate percentage of
                                            the aggregate principal balance of
                                            the mortgage loans secured by
                                            mortgaged properties located in the
                                            geographic areas with the highest
                                            concentrations of mortgaged
                                            properties, are as described in the
                                            table below:
<TABLE>


                                            --------------------------- -------------------------------- -------------
                                                                                                          Number of
                                                                             Percentage of Initial        Mortgaged
                                            Geographic Areas               Outstanding Pool Balance       Properties
                                            --------------------------- -------------------------------- -------------
                                            California                               14.2%                    29
                                            --------------------------- -------------------------------- -------------
                                                   Southern                          9.4%                     15
                                            --------------------------- -------------------------------- -------------
                                                   Northern                          4.8%                     14
                                            --------------------------- -------------------------------- -------------
                                            Georgia                                  9.8%                     5
                                            --------------------------- -------------------------------- -------------
                                            New York                                 8.5%                     12
                                            --------------------------- -------------------------------- -------------
                                            Texas                                    8.4%                     17
                                            --------------------------- -------------------------------- -------------
                                            Illinois                                 7.2%                     9
                                            --------------------------- -------------------------------- -------------
                                            Connecticut                              6.9%                     5
                                            --------------------------- -------------------------------- -------------
                                            Florida                                  6.6%                     17
                                            --------------------------- -------------------------------- -------------
                                            New Jersey                               5.6%                     9
                                            --------------------------- -------------------------------- -------------
</TABLE>

                                            The remaining mortgaged properties
                                            are located throughout 26 states and
                                            the District of Columbia. None of
                                            these property locations has a
                                            concentration of mortgaged
                                            properties that represents security
                                            for more than 5.0% of the aggregate
                                            principal balance of the mortgage
                                            loans, as of the cut-off date.
                                            Northern California includes areas
                                            with zip codes

                                      S-20


                                            above 93600 and Southern California
                                            includes areas with zip codes of
                                            93600 and below.

     F.  OTHER MORTGAGE
            LOAN FEATURES.................  As of the cut-off date, the mortgage
                                            loans had the following
                                            characteristics:

                                            o    No scheduled payment of
                                                 principal and interest on any
                                                 mortgage loan was thirty days
                                                 or more past due, and no
                                                 mortgage loan had been thirty
                                                 days or more delinquent in the
                                                 past year.

                                            o    Fifteen (15) groups of mortgage
                                                 loans were made to the same
                                                 borrower or to borrowers that
                                                 are affiliated with one another
                                                 through partial or complete
                                                 direct or indirect common
                                                 ownership. The three (3)
                                                 largest groups represent 8.1%,
                                                 4.1% and 3.8%, respectively, of
                                                 the initial outstanding pool
                                                 balance. See Appendix II
                                                 attached to this prospectus
                                                 supplement.

                                            o    One hundred forty-four (144)
                                                 mortgaged properties, securing
                                                 mortgage loans representing
                                                 13.0% of the initial
                                                 outstanding pool balance, are
                                                 each 100% leased to a single
                                                 tenant.

                                            o    All of the mortgage loans bear
                                                 interest at fixed rates.

                                            o    Fixed periodic payments on the
                                                 mortgage loans are generally
                                                 determined assuming interest is
                                                 calculated on a 30/360 basis,
                                                 but interest actually accrues
                                                 and is applied on certain
                                                 mortgage loans on an actual/360
                                                 basis. Accordingly, there will
                                                 be less amortization of the
                                                 principal balance during the
                                                 term of these mortgage loans,
                                                 resulting in a higher final
                                                 payment on these mortgage
                                                 loans.

                                            o    No mortgage loan permits
                                                 negative amortization or the
                                                 deferral of accrued interest
                                                 (except excess interest that
                                                 would accrue in the case of any
                                                 loan having an anticipated
                                                 repayment date after the
                                                 applicable anticipated
                                                 repayment date for such loan).

     G.  BALLOON LOANS/ARD LOANS..........

                                            As of the cut-off date, the mortgage
                                            loans had the following additional
                                            characteristics:

                                            o    One hundred forty-seven (147)
                                                 mortgage loans, representing
                                                 95.2% of the initial
                                                 outstanding pool balance, are
                                                 "balloon loans." Eleven (11) of
                                                 these mortgage loans,
                                                 representing 5.3% of the
                                                 initial outstanding pool
                                                 balance, are ARD Loans. For
                                                 purposes of this prospectus
                                                 supplement, we consider a
                                                 mortgage loan to be a "balloon
                                                 loan" if its principal balance
                                                 is not scheduled to be fully or
                                                 substantially amortized by the
                                                 loan's stated maturity date or
                                                 anticipated repayment date, as
                                                 applicable.

                                            o    The remaining nine (9) mortgage
                                                 loans, representing 4.8% of the
                                                 initial outstanding pool
                                                 balance, are fully amortizing
                                                 and are expected to have less
                                                 than 5% of the original
                                                 principal balance outstanding
                                                 as of their related stated
                                                 maturity dates.

     H.  INTEREST ONLY LOANS..............  As of the cut-off date, the mortgage
                                            loans had the following additional
                                            characteristics:

                                            o    Thirty-one (31) mortgage loans,
                                                 representing 26.6% of the
                                                 initial outstanding pool
                                                 balance, provide for the

                                      S-21


                                                 monthly payments of interest
                                                 only for a portion of their
                                                 respective terms and then
                                                 provide for the monthly payment
                                                 of principal and interest over
                                                 their respective remaining
                                                 terms.

                                            o    Twenty-three (23) mortgage
                                                 loans, representing 30.3% of
                                                 the initial outstanding pool
                                                 balance, provide for monthly
                                                 payments of interest only for
                                                 their entire respective terms.

     I.  PREPAYMENT/DEFEASANCE
            PROVISIONS....................  As of the cut-off date, all of the
                                            mortgage loans restricted voluntary
                                            principal prepayments as follows:

                                            o    One hundred eleven (111)
                                                 mortgage loans, representing
                                                 62.4% of the initial
                                                 outstanding pool balance,
                                                 prohibit voluntary principal
                                                 prepayments for a period ending
                                                 on a date determined by the
                                                 related mortgage note (which
                                                 may be the maturity date),
                                                 which period is referred to in
                                                 this prospectus supplement as a
                                                 lock-out period, but permit the
                                                 related borrower, after an
                                                 initial period of at least two
                                                 years following the date of
                                                 issuance of the certificates,
                                                 to defease the loan by pledging
                                                 direct, non-callable United
                                                 States Treasury obligations and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage.

                                            o    Nineteen (19) mortgage loans,
                                                 representing 19.5% of the
                                                 initial outstanding pool
                                                 balance, prohibit voluntary
                                                 principal prepayments during a
                                                 lock-out period, and following
                                                 the lock-out period provide for
                                                 a prepayment premium or yield
                                                 maintenance charge calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula and
                                                 1% of the amount prepaid, and
                                                 also permit the related
                                                 borrower, after an initial
                                                 period of at least two years
                                                 following the date of the
                                                 issuance of the certificates,
                                                 to defease the loan by pledging
                                                 direct, non-callable United
                                                 States Treasury obligations and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage.

                                            o    Twenty-two (22) mortgage loans,
                                                 representing 11.9% of the
                                                 initial outstanding pool
                                                 balance, prohibit voluntary
                                                 principal prepayments during a
                                                 lock-out period, and following
                                                 the lock-out period provide for
                                                 a prepayment premium or yield
                                                 maintenance charge calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula and
                                                 1% of the amount prepaid.

                                            o    One (1) mortgage loan,
                                                 representing 2.8% of the
                                                 initial outstanding pool
                                                 balance, has no lock-out period
                                                 and permits voluntary principal
                                                 prepayments at any time during
                                                 the first twenty-four (24)
                                                 monthly payment periods if
                                                 accompanied by a prepayment
                                                 premium or yield maintenance
                                                 charge calculated on the basis
                                                 of the greater of a yield
                                                 maintenance formula or 2% of
                                                 the amount prepaid, and also
                                                 permits the related borrower,
                                                 after the initial twenty-four
                                                 (24) monthly payment periods
                                                 (which will be at least two
                                                 years following the date of
                                                 issuance of the certificates)
                                                 to defease the loan by pledging
                                                 direct, non-callable United
                                                 States Treasury obligations and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage.

                                            o    One (1) mortgage loan,
                                                 representing 1.8% of the
                                                 initial outstanding pool
                                                 balance, prohibits voluntary
                                                 principal prepayments during a
                                                 lock-out period, and following
                                                 the lock-out period to and
                                                 including the seventy-fourth
                                                 (74) monthly payment date
                                                 permits the related borrower
                                                 (after an initial period of at
                                                 least two years following the
                                                 date of issuance of the
                                                 certificates) to defease the
                                                 loan by pledging

                                      S-22


                                                 direct, non-callable United
                                                 States Treasury obligations and
                                                 obtaining the release of the
                                                 mortgaged property from the
                                                 lien of the mortgage, and on
                                                 the seventy-fourth (74) monthly
                                                 payment date also permits
                                                 voluntary principal prepayments
                                                 if accompanied by a yield
                                                 maintenance charge calculated
                                                 on the basis of a yield
                                                 maintenance formula.

                                            o    Two (2) mortgage loans,
                                                 representing 1.7% of the
                                                 initial outstanding pool
                                                 balance, have no lock-out
                                                 period and permit voluntary
                                                 principal prepayments at any
                                                 time if accompanied by a
                                                 prepayment premium or yield
                                                 maintenance charge calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula or
                                                 1% of the amount prepaid.


                                            With respect to the prepayment and
                                            defeasance provisions set forth
                                            above, certain of the mortgage loans
                                            also include provisions described
                                            below:

                                            o    Four (4) mortgage loans,
                                                 representing 3.4% of the
                                                 initial outstanding pool
                                                 balance, are secured by
                                                 multiple mortgaged properties
                                                 and permit the substitution of
                                                 certain of the mortgaged
                                                 properties with other mortgaged
                                                 properties satisfying various
                                                 criteria, including, amongst
                                                 others, loan-to-value, debt
                                                 service coverage, property
                                                 condition, market-based
                                                 criteria and rating agency
                                                 approval, as applicable.

                                            o    One (1) mortgage loan,
                                                 representing 1.8% of the
                                                 initial outstanding pool
                                                 balance, permits the release of
                                                 a portion of the collateral
                                                 upon prepayment, with the
                                                 applicable yield maintenance
                                                 charge, if two of the related
                                                 lessees exercise their right to
                                                 purchase their respective
                                                 portions of the mortgaged
                                                 property at prices ranging from
                                                 $9,705,263 and $8,947,368
                                                 between May 2011 and February
                                                 2012 provided that the purchase
                                                 price is applied to the
                                                 prepayment of the mortgage
                                                 loan.

                                            o    One (1) mortgage loan,
                                                 representing 1.4% of the
                                                 initial outstanding pool
                                                 balance permits the release of
                                                 a portion of the related
                                                 mortgaged property upon the
                                                 payment of an amount equal to
                                                 105% of the allocable loan
                                                 amount of the collateral being
                                                 released together with the
                                                 payment of the applicable yield
                                                 maintenance charge provided
                                                 that (i) the remaining
                                                 mortgaged property achieves a
                                                 debt service coverage ratio of
                                                 at least 1.50x, (ii) the
                                                 remaining outstanding principal
                                                 balance of the mortgage loan
                                                 does not exceed 74% of the
                                                 value of the unreleased portion
                                                 of the mortgaged property and
                                                 (iii) the remaining mortgaged
                                                 property is at least 90%
                                                 leased.

                                            o    One (1) mortgage loan,
                                                 representing 1.4% of the
                                                 initial outstanding pool
                                                 balance, is secured by multiple
                                                 mortgaged properties and
                                                 permits the partial release of
                                                 an individual property
                                                 permitted in conjunction with
                                                 partial defeasance, satisfying
                                                 certain criteria, including a
                                                 post-release loan-to-value
                                                 ratio of no more than 75% and a
                                                 debt service ratio of at least
                                                 1.15x.

                                            o    One (1) mortgage loan,
                                                 representing 1.2% of the
                                                 initial outstanding pool
                                                 balance, is secured by multiple
                                                 mortgaged properties and
                                                 permits the partial release of
                                                 an individual property
                                                 permitted in conjunction with
                                                 partial defeasance, satisfying
                                                 certain criteria, including a
                                                 post-release loan-to-value
                                                 ratio of no more than 67%

                                      S-23


                                                 and debt service coverage ratio
                                                 of at least 1.20x, and the
                                                 aggregate allocated loan
                                                 amounts for any such released
                                                 properties shall not exceed 10%
                                                 of original principal balance
                                                 of the combined obligation.

                                            o    Four (4) mortgage loans,
                                                 representing 1.0% of the
                                                 initial outstanding pool
                                                 balance, which are
                                                 cross-collateralized, permit
                                                 the release of a portion of the
                                                 collateral upon prepayment,
                                                 with the applicable yield
                                                 maintenance charge calculated
                                                 on the basis of the greater of
                                                 a yield maintenance formula or
                                                 1% of the amount prepaid, in an
                                                 amount equal to 115% of the
                                                 allocated loan amount of the
                                                 collateral being released
                                                 provided that the remaining
                                                 mortgaged properties achieves a
                                                 debt service coverage ratio
                                                 that is greater than 2.65x and
                                                 the remaining outstanding
                                                 principal balance of the
                                                 mortgage loans does not exceed
                                                 60% of the value of the
                                                 unreleased portion of the
                                                 mortgaged property.

                                            o    One (1) mortgage loan,
                                                 representing 0.9% of the
                                                 initial outstanding pool
                                                 balance, permits the release of
                                                 a portion of the collateral if
                                                 the remaining outstanding
                                                 principal balance of the
                                                 mortgage loan does not exceed
                                                 65% of the value of the
                                                 unreleased portion of the
                                                 mortgaged property.

                                            o    One (1) mortgage loan,
                                                 representing 0.7% of the
                                                 initial outstanding pool
                                                 balance, permits the release of
                                                 a portion of the collateral
                                                 upon partial defeasance if the
                                                 remaining mortgaged property
                                                 achieves a debt service
                                                 coverage ratio that is greater
                                                 than 1.60x and the remaining
                                                 outstanding principal balance
                                                 of the mortgage loan does not
                                                 exceed 60% of the value of the
                                                 unreleased portion of the
                                                 mortgaged property and, if
                                                 prepaid, at the lender's
                                                 discretion upon payment of the
                                                 applicable yield maintenance
                                                 charge.

                                            o    One (1) mortgage loan,
                                                 representing 0.4% of the
                                                 initial outstanding pool
                                                 balance permits the release of
                                                 a portion of the related
                                                 mortgaged property upon payment
                                                 of an amount equal to 125% of
                                                 the allocable loan amount of
                                                 the collateral being released
                                                 together with the payment of
                                                 the applicable yield
                                                 maintenance charge provided
                                                 that (i) the remaining
                                                 mortgaged property achieves a
                                                 debt service coverage ratio of
                                                 at least 1.50x, (ii) the
                                                 remaining outstanding principal
                                                 balance of the mortgage loan
                                                 does not exceed 78% of the
                                                 value of the unreleased portion
                                                 of the mortgaged property and
                                                 (iii) the remaining mortgaged
                                                 property is at least 100%
                                                 leased.

                                            o    Notwithstanding the above, the
                                                 mortgage loans generally
                                                 provide that the related
                                                 borrower may prepay the
                                                 mortgage loan without
                                                 prepayment premium or
                                                 defeasance requirements
                                                 commencing one (1) to seven (7)
                                                 payment dates prior to and
                                                 including the maturity date or
                                                 the anticipated repayment date.

                                            See Appendix II attached to this
                                            prospectus supplement for specific
                                            yield maintenance provisions with
                                            respect to the prepayment and
                                            defeasance provisions set forth
                                            above.

                                      S-24


     J.  MORTGAGE LOAN RANGES
            AND WEIGHTED AVERAGES.........  As of the cut-off date, the mortgage
                                            loans had the following additional
                                            characteristics:


           I.   MORTGAGE INTEREST
                RATES                       Mortgage interest rates ranging from
                                            4.750% per annum to 6.360% per
                                            annum, and a weighted average
                                            mortgage interest rate of 5.393% per
                                            annum;

           II.  REMAINING TERMS             Remaining terms to scheduled
                                            maturity ranging from 56 months to
                                            240 months, and a weighted average
                                            remaining term to scheduled maturity
                                            of 120 months;

           III. REMAINING
                AMORTIZATION TERMS          Remaining amortization terms
                                            (excluding loans which provide for
                                            interest only payments for the
                                            entire loan term) ranging from 118
                                            months to 360 months, and a weighted
                                            average remaining amortization term
                                            of 326 months;

           IV.  LOAN-TO-VALUE RATIOS        Loan-to-value ratios ranging from
                                            23.3% to 80.0% and a weighted
                                            average loan-to-value ratio,
                                            calculated as described in this
                                            prospectus supplement, of 62.6%.

            V.  DEBT SERVICE
                COVERAGE RATIOS             Debt service coverage ratios,
                                            determined according to the
                                            methodology presented in this
                                            prospectus supplement, ranging from
                                            1.07x to 3.36x and a weighted
                                            average debt service coverage ratio,
                                            calculated as described in this
                                            prospectus supplement, of 1.85x.

     K.    NON-SERVICED MORTGAGE
           LOAN...........................  The JL Holdings Portfolio Pari Passu
                                            Loan, which, as of the cut-off date,
                                            had an unpaid principal balance of
                                            $14,921,771 and represents 1.2% of
                                            the initial outstanding pool
                                            balance, is secured by the related
                                            mortgaged property on a pari passu
                                            basis with, and pursuant to the same
                                            mortgage as, another note, that is
                                            not included in the trust (the "JL
                                            Holdings Portfolio Companion Loan")
                                            and which had an original principal
                                            balance of $15,000,000. The JL
                                            Holdings Portfolio Companion Loan
                                            has the same interest rate, maturity
                                            date and amortization terms as the
                                            JL Holdings Portfolio Pari Passu
                                            Loan.

                                            In addition, with respect to the JL
                                            Holdings Portfolio Pari Passu Loan,
                                            the mortgage on the related
                                            mortgaged property also secures a
                                            subordinated B Note (the "JL
                                            Holdings Portfolio B Note"), which
                                            had an original principal balance of
                                            $29,800,000. The JL Holdings
                                            Portfolio B Note is not an asset of
                                            the trust.

                                            The JL Holdings Portfolio Loan Group
                                            is currently being serviced and
                                            administered pursuant to the BSCMS
                                            2005-PWR8 Pooling and Servicing
                                            Agreement. The BSCMS 2005-PWR8
                                            Pooling and Servicing Agreement
                                            provides for servicing arrangements
                                            that are similar, but not identical,
                                            to those under the Pooling and
                                            Servicing Agreement. See "Servicing
                                            of the Mortgage Loans--Servicing of
                                            the JL Holdings Portfolio Loan
                                            Group, the Hinckley Portfolio Loan
                                            Group, the Oak Tree Village
                                            Apartments A/B Mortgage Loan and the
                                            Missouri City Shopping Center
                                            Mortgage Loan--The JL Holdings
                                            Portfolio Loan Group" in this
                                            prospectus supplement.

                                            The terms of the BSCMS 2005 -PWR8
                                            Pooling and Servicing Agreement
                                            provide that:

                                      S-25


                                            o    LaSalle Bank National
                                                 Association, which is the
                                                 trustee under the BSCMS
                                                 2005-PWR8 Pooling and Servicing
                                                 Agreement, will, in that
                                                 capacity, be the mortgagee of
                                                 record with respect to the
                                                 mortgaged property securing the
                                                 JL Holdings Portfolio Pari
                                                 Passu Loan;

                                            o    Wells Fargo Bank, National
                                                 Association, which is the
                                                 master servicer for the JL
                                                 Holdings Loan Group under the
                                                 BSCMS 2005-PWR8 Pooling and
                                                 Servicing Agreement, will, in
                                                 that capacity, be the master
                                                 servicer for the JL Holdings
                                                 Portfolio Pari Passu Loan,
                                                 subject to replacement pursuant
                                                 to the terms of the BSCMS
                                                 2005-PWR8 Pooling and Servicing
                                                 Agreement;

                                            o    ARCap Servicing, Inc., which is
                                                 the special servicer under the
                                                 BSCMS 2005-PWR8 Pooling and
                                                 Servicing Agreement, will, in
                                                 that capacity, be the special
                                                 servicer for the JL Holdings
                                                 Portfolio Pari Passu Loan,
                                                 subject to replacement pursuant
                                                 to the terms of the BSCMS
                                                 2005-PWR8 Pooling and Servicing
                                                 Agreement; and

                                            o    for as long as the holder of
                                                 the JL Holdings Portfolio B
                                                 Note has the right to purchase
                                                 the JL Holdings Portfolio
                                                 Companion Loan and the JL
                                                 Holdings Portfolio Pari Passu
                                                 loan in accordance with the
                                                 related intercreditor
                                                 agreement, the holder of the JL
                                                 Holdings Portfolio B Note has
                                                 the right to advise the BSCMS
                                                 2005-PWR8 Master Servicer and
                                                 the BSCMS 2005-PWR8 Special
                                                 Servicer with respect to, and
                                                 consent to the BSCMS 2005-PWR8
                                                 Master Servicer's or the BSCMS
                                                 2005-PWR8 Special Servicer's
                                                 taking, certain actions
                                                 affecting all of the mortgage
                                                 loans in the JL Holdings
                                                 Portfolio Loan Group, including
                                                 the JL Holdings Portfolio Pari
                                                 Passu Loan.


                                            See "Servicing of the Mortgage
                                            Loans--Servicing of the JL Holdings
                                            Portfolio Loan Group, the Hinckley
                                            Portfolio Mortgage Loan, the Oak
                                            Tree Village Apartments A/B Mortgage
                                            Loan and the Missouri City Shopping
                                            Center A/B Mortgage Loan--The JL
                                            Holdings Portfolio Loan Group" in
                                            this prospectus supplement.

                                            References in this prospectus
                                            supplement, however, to the trustee,
                                            master servicer and special servicer
                                            will mean the trustee, master
                                            servicer and special servicer,
                                            respectively, under the Pooling and
                                            Servicing Agreement unless the
                                            context clearly indicates otherwise.

ADVANCES

     A.  PRINCIPAL AND
             INTEREST ADVANCES............  Subject to a recoverability
                                            determination described in this
                                            prospectus supplement, the master
                                            servicer is required to advance
                                            delinquent monthly mortgage loan
                                            payments for the mortgage loans that
                                            are part of the trust. The master
                                            servicer will not be required to
                                            advance any additional interest
                                            accrued as a result of the
                                            imposition of any default rate or
                                            any rate increase after an
                                            anticipated repayment date. The
                                            master servicer also is not required
                                            to advance prepayment or yield
                                            maintenance premiums, excess
                                            interest or balloon payments. With
                                            respect to any balloon payment, the
                                            master servicer will instead be
                                            required to advance an amount equal
                                            to the scheduled payment that would
                                            have been due if the related balloon
                                            payment had not become due. If a P&I
                                            Advance is made, the master servicer
                                            will defer rather than advance its
                                            master servicing fee, the excess
                                            servicing fee and the primary
                                            servicing fee, but will advance the
                                            trustee fee.

                                      S-26


                                            For an REO Property, the advance
                                            will equal the scheduled payment
                                            that would have been due if the
                                            predecessor mortgage loan had
                                            remained outstanding and continued
                                            to amortize in accordance with its
                                            amortization schedule in effect
                                            immediately before the REO Property
                                            was acquired.

     B.  SERVICING ADVANCES...............  Subject to a recoverability
                                            determination described in this
                                            prospectus supplement, the master
                                            servicer, the special servicer, the
                                            trustee and the fiscal agent may
                                            also make servicing advances to pay
                                            delinquent real estate taxes,
                                            insurance premiums and similar
                                            expenses necessary to maintain and
                                            protect the mortgaged property, to
                                            maintain the lien on the mortgaged
                                            property or to enforce the mortgage
                                            loan documents, and subject to a
                                            substantially similar recoverability
                                            determination set forth in the
                                            related Non-Serviced Mortgage Loan
                                            Pooling and Servicing Agreement,
                                            each of such parties under that
                                            agreement will be required to make
                                            servicing advances of such type with
                                            respect to any Non-Serviced Mortgage
                                            Loans.

     C.  INTEREST ON ADVANCES.............  All advances made by the master
                                            servicer, the special servicer, the
                                            trustee or the fiscal agent will
                                            accrue interest at a rate equal to
                                            the "prime rate" as reported in The
                                            Wall Street Journal.

     D.  BACK-UP ADVANCES.................  Pursuant to the requirements of the
                                            Pooling and Servicing Agreement, if
                                            the master servicer fails to make a
                                            required advance, the trustee will
                                            be required to make the advance, and
                                            if the trustee fails to make a
                                            required advance, the fiscal agent
                                            will be required to make the
                                            advance, each subject to the same
                                            limitations, and with the same
                                            rights of the master servicer.

     E.  RECOVERABILITY...................  None of the master servicer, the
                                            special servicer, the trustee or the
                                            fiscal agent will be obligated to
                                            make any advance if it or the
                                            special servicer (or another master
                                            servicer, special servicer, trustee
                                            or fiscal agent with respect to a
                                            Non-Serviced Companion Mortgage
                                            Loan) reasonably determines that
                                            such advance would not be
                                            recoverable in accordance with the
                                            servicing standard and the trustee
                                            and the fiscal agent may rely on any
                                            such determination made by the
                                            master servicer or the special
                                            servicer.

     F.  ADVANCES DURING AN
            APPRAISAL REDUCTION EVENT.....  The occurrence of certain adverse
                                            events affecting a mortgage loan
                                            will require the special servicer to
                                            obtain a new appraisal or other
                                            valuation of the related mortgaged
                                            property. In general, if the
                                            principal amount of the mortgage
                                            loan plus all other amounts due
                                            under the mortgage loan and interest
                                            on advances made with respect to the
                                            mortgage loan exceeds 90% of the
                                            value of the mortgaged property
                                            determined by an appraisal or other
                                            valuation, an appraisal reduction
                                            may be created in the amount of the
                                            excess as described in this
                                            prospectus supplement. If there
                                            exists an appraisal reduction for
                                            any mortgage loan, the amount of
                                            interest required to be advanced on
                                            that mortgage loan will be
                                            proportionately reduced to the
                                            extent of the appraisal reduction.
                                            This will reduce the funds available
                                            to pay interest on the most
                                            subordinate class or classes of
                                            certificates then outstanding.

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


                                      S-27


                       ADDITIONAL ASPECTS OF CERTIFICATES

RATINGS...................................  The certificates offered to you will
                                            not be issued unless each of the
                                            classes of certificates being
                                            offered by this prospectus
                                            supplement receives the following
                                            ratings from Fitch, Inc. and
                                            Standard & Poor's Rating Services, a
                                            division of The McGraw Hill
                                            Companies, Inc.

<TABLE>


                                             ------------------------------------ ----------------------------------
                                                                                               Ratings
                                                            Class                             Fitch/S&P
                                             ------------------------------------ ----------------------------------
                                             Classes A-1, A-2, A-3, A-AB, A-4A                 AAA/AAA
                                             and A-4B
                                             ------------------------------------ ----------------------------------
                                             Class A-J                                         AAA/AAA
                                             ------------------------------------ ----------------------------------
                                             Class B                                            AA/AA
                                             ------------------------------------ ----------------------------------
                                             Class C                                           AA-/AA-
                                             ------------------------------------ ----------------------------------
                                             Class D                                             A/A
                                             ------------------------------------ ----------------------------------
</TABLE>

                                            A rating agency may lower or
                                            withdraw a security rating at any
                                            time.

                                            See "Ratings" in this prospectus
                                            supplement and "Ratings" in the
                                            prospectus for a discussion of the
                                            basis upon which ratings are given,
                                            the limitations of and restrictions
                                            on the ratings, and the conclusions
                                            that should not be drawn from a
                                            rating.

OPTIONAL TERMINATION......................  On any distribution date on which
                                            the aggregate principal balance of
                                            the mortgage loans is less than or
                                            equal to 1% of the initial
                                            outstanding pool balance, the
                                            holders of a majority of the
                                            controlling class, the master
                                            servicer, the special servicer and
                                            any holder of a majority interest in
                                            the Class R-I Certificates, in that
                                            order of priority, will have the
                                            option to purchase all of the
                                            remaining mortgage loans, and all
                                            property acquired through exercise
                                            of remedies in respect of any
                                            mortgage loan, at the price
                                            specified in this prospectus
                                            supplement. Exercise of this option
                                            would terminate the trust and retire
                                            the then outstanding certificates at
                                            par plus accrued interest.


DENOMINATIONS.............................  The Class A-1, Class A-2, Class A-3,
                                            Class A-AB, Class A-4A, Class A-4B
                                            and Class A-J Certificates will be
                                            offered in minimum denominations of
                                            $25,000. The remaining offered
                                            certificates will be offered in
                                            minimum denominations of $100,000.
                                            Investments in excess of the minimum
                                            denominations may be made in
                                            multiples of $1.

REGISTRATION, CLEARANCE
   AND SETTLEMENT.........................  Your certificates will be registered
                                            in the name of Cede & Co., as
                                            nominee of The Depository Trust
                                            Company, and will not be registered
                                            in your name. You will not receive a
                                            definitive certificate representing
                                            your ownership interest, except in
                                            very limited circumstances described
                                            in this prospectus supplement. As a
                                            result, you will hold your
                                            certificates only in book-entry form
                                            and will not be a certificateholder
                                            of record. You will receive
                                            distributions on your certificates
                                            and reports relating to
                                            distributions only through The
                                            Depository Trust Company,
                                            Clearstream Bank or Euroclear Bank,
                                            as operator of the Euroclear system,
                                            or through participants in The
                                            Depository Trust Company,
                                            Clearstream Bank or Euroclear Bank.


                                            You may hold your certificates
                                            through:

                                      S-28


                                            o    The Depository Trust Company in
                                                 the United States; or

                                            o    Clearstream Bank or Euroclear
                                                 Bank in Europe.


                                            Transfers within The Depository
                                            Trust Company, Clearstream Bank or
                                            Euroclear Bank will be made in
                                            accordance with the usual rules and
                                            operating procedures of those
                                            systems. Cross-market transfers
                                            between persons holding directly
                                            through The Depository Trust
                                            Company, Clearstream Bank or
                                            Euroclear Bank will be effected in
                                            The Depository Trust Company through
                                            the relevant depositories of
                                            Clearstream Bank or Euroclear Bank.

                                            We may not terminate the book-entry
                                            system through The Depository Trust
                                            Company with respect to all or any
                                            portion of any class of the
                                            certificates offered to you without
                                            obtaining the required
                                            certificateholders' consent to
                                            initiate termination.

                                            We expect that the certificates
                                            offered to you will be delivered in
                                            book-entry form through the
                                            facilities of The Depository Trust
                                            Company, Clearstream Bank or
                                            Euroclear Bank on or about the
                                            closing date.

TAX STATUS................................  Elections will be made to treat
                                            designated portions of the trust as
                                            three separate "real estate mortgage
                                            investment conduits"--REMIC I, REMIC
                                            II and REMIC III--for federal income
                                            tax purposes. In the opinion of
                                            counsel, each such designated
                                            portion of the trust will qualify
                                            for this treatment and each class of
                                            offered certificates will evidence
                                            "regular interests" in REMIC III.
                                            The portion of the trust consisting
                                            of the right to excess interest
                                            (interest on each mortgage loan with
                                            an anticipated repayment date
                                            accruing after such date at a rate
                                            in excess of the rate that applied
                                            prior to such date) and the related
                                            sub-accounts will be treated as a
                                            grantor trust for federal income tax
                                            purposes.

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

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

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

                                            o    We anticipate that the offered
                                                 certificates will be issued at
                                                 a premium for federal income
                                                 tax purposes.

                                            See "Material Federal Income Tax
                                            Consequences" in this prospectus
                                            supplement.

CONSIDERATIONS RELATED TO TITLE I
   OF THE EMPLOYEE RETIREMENT
   INCOME SECURITY ACT OF 1974............  Subject to the satisfaction of
                                            important conditions described under
                                            "ERISA Considerations" in this
                                            prospectus supplement and in the
                                            accompanying prospectus, the offered
                                            certificates may be purchased by
                                            persons investing assets of employee
                                            benefit plans or individual
                                            retirement accounts.

LEGAL INVESTMENT..........................  The offered certificates will not
                                            constitute "mortgage related
                                            securities" for purposes of the
                                            Secondary Mortgage Market
                                            Enhancement Act of 1984, as amended.
                                            If your investment activities are
                                            subject to legal investment laws and
                                            regulations, regulatory capital
                                            requirements or

                                      S-29


                                            review by regulatory authorities,
                                            then you may be subject to
                                            restrictions on investment in the
                                            offered certificates. You should
                                            consult your own advisors for
                                            assistance in determining the
                                            suitability of and consequences to
                                            you of the purchase, ownership and
                                            sale of the offered certificates.
                                            See "Legal Investment" herein and in
                                            the accompanying prospectus.








                                      S-30



                                  RISK FACTORS

         You should carefully consider the risks involved in owning a
certificate before purchasing a certificate. Among other risks, the timing of
payments and payments you receive on your certificates will depend on payments
received on and other recoveries with respect to the mortgage loans. Therefore,
you should carefully consider both the risk factors relating to the mortgage
loans and the mortgaged properties and the other risks relating to the
certificates.

         The risks and uncertainties described in this section, together with
those risks described in the prospectus under "Risk Factors", summarize material
risks relating to your certificates. Your investment could be materially and
adversely affected by the actual and potential circumstances that we describe in
those sections.

YOUR INVESTMENT IS NOT INSURED OR
GUARANTEED AND YOUR SOURCE
FOR REPAYMENTS IS LIMITED TO
PAYMENTS UNDER THE MORTGAGE LOANS           Payments under the mortgage loans
                                            are not insured or guaranteed by any
                                            governmental entity or mortgage
                                            insurer. Accordingly, the sources
                                            for repayment of your certificates
                                            are limited to amounts due with
                                            respect to the mortgage loans.

                                            You should consider all of the
                                            mortgage loans to be nonrecourse
                                            loans. Even in those cases where
                                            recourse to a borrower or guarantor
                                            is permitted under the related loan
                                            documents, we have not necessarily
                                            undertaken an evaluation of the
                                            financial condition of any of these
                                            persons. If a default occurs, the
                                            lender's remedies generally are
                                            limited to foreclosing against the
                                            specific properties and other assets
                                            that have been pledged to secure the
                                            loan. Such remedies may be
                                            insufficient to provide a full
                                            return on your investment. Payment
                                            of amounts due under a mortgage loan
                                            prior to its maturity or anticipated
                                            repayment date is dependent
                                            primarily on the sufficiency of the
                                            net operating income of the related
                                            mortgaged property. Payment of those
                                            mortgage loans that are balloon
                                            loans at maturity or on its
                                            anticipated repayment date is
                                            primarily dependent upon the
                                            borrower's ability to sell or
                                            refinance the property for an amount
                                            sufficient to repay the loan.

                                            In limited circumstances, a mortgage
                                            loan seller may be obligated to
                                            repurchase or replace a mortgage
                                            loan that it sold to the Depositor
                                            if the applicable seller's
                                            representations and warranties
                                            concerning that mortgage loan are
                                            materially breached or if there are
                                            material defects in the
                                            documentation for that mortgage
                                            loan. However, there can be no
                                            assurance that any of these entities
                                            will be in a financial position to
                                            effect a repurchase or substitution.
                                            The representations and warranties
                                            address the characteristics of the
                                            mortgage loans and mortgaged
                                            properties as of the date of
                                            issuance of the certificates. They
                                            do not relieve you or the trust of
                                            the risk of defaults and losses on
                                            the mortgage loans.

                                      S-31


THE REPAYMENT OF A COMMERCIAL
MORTGAGE LOAN IS DEPENDENT ON
THE CASH FLOW PRODUCED
BY THE PROPERTY WHICH
CAN BE VOLATILE AND
INSUFFICIENT TO ALLOW TIMELY
PAYMENT ON YOUR CERTIFICATES                The mortgage loans are secured by
                                            various types of income-producing
                                            commercial, multifamily and
                                            manufactured housing community
                                            properties. Commercial lending is
                                            generally thought to expose a lender
                                            to greater risk than one-to-four
                                            family residential lending because,
                                            among other things, it typically
                                            involves larger loans.

                                            One hundred fifty-six (156) mortgage
                                            loans, representing 100.0% of the
                                            initial outstanding pool balance,
                                            were originated within twelve (12)
                                            months prior to the cut-off date.
                                            Consequently, these mortgage loans
                                            do not have a long-standing payment
                                            history.

                                            The repayment of a commercial
                                            mortgage loan is typically dependent
                                            upon the ability of the applicable
                                            property to produce cash flow. Even
                                            the liquidation value of a
                                            commercial property is determined,
                                            in substantial part, by the amount
                                            of the property's cash flow (or its
                                            potential to generate cash flow).
                                            However, net operating income and
                                            cash flow can be volatile and may be
                                            insufficient to cover debt service
                                            on the loan at any given time.

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

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

                                            o    the lack of any operating
                                                 history in the case of a newly
                                                 built or renovated mortgaged
                                                 property;

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

                                            o    the proximity and
                                                 attractiveness of competing
                                                 properties;

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

                                            o    increases in operating expenses
                                                 (including common area
                                                 maintenance charges) at the
                                                 property and in relation to
                                                 competing properties;

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

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

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

                                            o    an increase in vacancy rates;
                                                 and

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


                                      S-32


                                            Other factors are more general in
                                            nature, such as:

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

                                            o    local real estate conditions
                                                 (such as an oversupply of
                                                 competing properties, rental
                                                 space or multifamily housing);

                                            o    demographic factors;

                                            o    decreases in consumer
                                                 confidence (caused by events
                                                 such as threatened or
                                                 continuing military action,
                                                 recent disclosures of
                                                 wrongdoing or financial
                                                 misstatements by major
                                                 corporations and financial
                                                 institutions and other
                                                 factors);

                                            o    changes in consumer tastes and
                                                 preferences; and

                                            o    retroactive changes in building
                                                 codes.


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

                                            o    the length of tenant leases;

                                            o    the creditworthiness of
                                                 tenants;

                                            o    the level of tenant defaults;

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

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

                                            o    rent control and stabilization
                                                 laws or other laws impacting
                                                 operating costs;

                                            o    the number and diversity of
                                                 tenants;

                                            o    the rate at which new rentals
                                                 occur;

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

                                            o    in the case of residential
                                                 cooperative properties, the
                                                 payments received by the
                                                 cooperative corporation from
                                                 its tenants/shareholders,
                                                 including any special
                                                 assessments against the
                                                 property.

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

                                      S-33


CONVERTING COMMERCIAL PROPERTIES
TO ALTERNATIVE USES MAY REQUIRE
SIGNIFICANT EXPENSES WHICH COULD
REDUCE PAYMENTS ON YOUR CERTIFICATES        Some of the mortgaged properties may
                                            not be readily convertible to
                                            alternative uses if those properties
                                            were to become unprofitable for any
                                            reason. This is because:

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

                                            o    zoning or other restrictions
                                                 also may prevent alternative
                                                 uses.


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

                                            For instance, the mortgaged
                                            properties securing Mortgage Loan
                                            Nos. 28-32, representing 1.4% of the
                                            initial outstanding pool balance,
                                            are used for marinas, boat yards and
                                            boat production facilities, and
                                            represent specialized commercial or
                                            industrial uses.

PROPERTY VALUE MAY BE ADVERSELY
AFFECTED EVEN WHEN THERE IS NO CHANGE
IN CURRENT  OPERATING INCOME                Various factors may adversely affect
                                            the value of the mortgaged
                                            properties without affecting the
                                            properties' current net operating
                                            income. These factors include, among
                                            others:

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

                                            o    potential environmental
                                                 legislation or liabilities or
                                                 other legal liabilities;

                                            o    proximity and attractiveness of
                                                 competing properties;

                                            o    new construction of competing
                                                 properties in the same market;

                                            o    convertibility of a property to
                                                 an alternative use;

                                            o    the availability of
                                                 refinancing; and

                                            o    changes in interest rate
                                                 levels.


TENANT CONCENTRATION INCREASES THE
RISK THAT CASH FLOW WILL BE
INTERRUPTED WHICH COULD REDUCE
PAYMENTS ON YOUR CERTIFICATES               A deterioration in the financial
                                            condition of a tenant can be
                                            particularly significant if a
                                            mortgaged property is leased to a
                                            single or large tenant or a small
                                            number of tenants, because rent
                                            interruptions by a tenant may cause
                                            the borrower to default on its
                                            obligations to the lender. One

                                      S-34


                                            hundred forty-four (144) of the
                                            mortgaged properties, securing
                                            mortgage loans representing 13.0% of
                                            the initial outstanding pool
                                            balance, are 100% leased to single
                                            tenants, and in some cases the
                                            tenant is related to the borrower.
                                            Mortgaged properties leased to a
                                            single tenant or a small number of
                                            tenants also are more susceptible to
                                            interruptions of cash flow if a
                                            tenant fails to renew its lease or
                                            defaults under its lease. This is so
                                            because:

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

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

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


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

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

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

                                            For further information with respect
                                            to tenant concentrations, see
                                            Appendix II.

LEASING MORTGAGED PROPERTIES TO
MULTIPLE TENANTS MAY RESULT IN
HIGHER RE-LEASING COSTS WHICH
COULD REDUCE PAYMENTS
ON YOUR CERTIFICATES                        If a mortgaged property has multiple
                                            tenants, re-leasing costs and costs
                                            of enforcing remedies against
                                            defaulting tenants may be more
                                            frequent than in the case of
                                            mortgaged properties with fewer
                                            tenants, thereby reducing the cash
                                            flow available for debt service
                                            payments. These costs may cause a
                                            borrower to default in its
                                            obligations to a lender which could
                                            reduce cash flow available for debt
                                            service payments. Multi-tenanted
                                            mortgaged properties also may
                                            experience higher continuing vacancy
                                            rates and greater volatility in
                                            rental income and expenses.


RE-LEASING RISKS                            Repayment of mortgage loans secured
                                            by retail, office and industrial
                                            properties will be affected by the
                                            expiration of leases and the ability
                                            of the related borrowers and
                                            property managers to renew the
                                            leases or to relet the space on
                                            comparable terms. Certain mortgaged
                                            properties may be leased in whole or
                                            in part to government sponsored
                                            tenants who have the right to cancel
                                            their leases at any time because of
                                            lack of appropriations.

                                      S-35


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

                                            Income from, and the market value
                                            of, the mortgaged properties
                                            securing the mortgage loans would be
                                            adversely affected if vacant space
                                            in the mortgaged properties could
                                            not be leased for a significant
                                            period of time, if tenants were
                                            unable to meet their lease
                                            obligations or if, for any other
                                            reason, rental payments could not be
                                            collected or if one or more tenants
                                            ceased operations at the mortgaged
                                            property.

                                            Even if vacated space is
                                            successfully relet, the costs
                                            associated with reletting, including
                                            tenant improvements and leasing
                                            commissions, could be substantial
                                            and could reduce cash flow from the
                                            related mortgaged properties.
                                            Forty-four (44) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 36.2% of the initial
                                            outstanding pool balance (excluding
                                            multifamily, manufactured housing
                                            community, self storage properties,
                                            hospitality and certain other
                                            property types), as of the cut-off
                                            date, have reserves for tenant
                                            improvements and leasing commissions
                                            which may serve to defray such
                                            costs. There can be no assurances,
                                            however, that the funds (if any)
                                            held in such reserves for tenant
                                            improvements and leasing commissions
                                            will be sufficient to cover any of
                                            the costs and expenses associated
                                            with tenant improvements or leasing
                                            commission obligations. In addition,
                                            if a tenant defaults in its
                                            obligations to a borrower, the
                                            borrower may incur substantial costs
                                            and experience significant delays
                                            associated with enforcing rights and
                                            protecting its investment, including
                                            costs incurred in renovating or
                                            reletting the property.

THE CONCENTRATION OF LOANS WITH
THE SAME OR RELATED BORROWERS
INCREASES THE POSSIBILITY OF LOSS
ON THE LOANS WHICH COULD REDUCE
PAYMENTS ON YOUR CERTIFICATES               The effect of mortgage pool loan
                                            losses will be more severe:

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

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

                                            Mortgage loans with the same
                                            borrower or related borrowers pose
                                            additional risks. Among other
                                            things, 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 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.

                                      S-36


                                            Fifteen (15) groups of mortgage
                                            loans are made to the same borrower
                                            or borrowers related through common
                                            ownership and where, in general, the
                                            related mortgaged properties are
                                            commonly managed. The related
                                            borrower concentrations of the three
                                            (3) largest groups represent 8.1%,
                                            4.1% and 3.8%, respectively, of the
                                            initial outstanding pool balance.

                                            The ten largest mortgage loans in
                                            the aggregate represent 27.0% of the
                                            initial outstanding pool balance.
                                            Each of the other mortgage loans
                                            represents no greater than 1.6% of
                                            the initial outstanding pool
                                            balance.

                                            In some cases, the sole or
                                            significant tenant is related to the
                                            subject borrower. In the case of
                                            Mortgage Loan Nos. 152, 168, 170,
                                            231, 233 and 259, the tenant at all
                                            of the related mortgaged properties
                                            is the parent of the related
                                            borrower. For further information
                                            with respect to tenant
                                            concentrations, see Appendix II.

A CONCENTRATION OF LOANS WITH THE
SAME PROPERTY TYPES INCREASES THE
POSSIBILITY OF LOSS ON THE LOANS
WHICH COULD REDUCE PAYMENTS ON YOUR
CERTIFICATES                                A concentration of mortgaged
                                            property types also can pose
                                            increased risks. A concentration of
                                            mortgage loans secured by the same
                                            property type can increase the risk
                                            that a decline in a particular
                                            industry will have a
                                            disproportionately large impact on
                                            the pool of mortgage loans. The
                                            following property types represent
                                            the indicated percentage of the
                                            initial outstanding pool balance:

                                            o    retail properties represent
                                                 39.4%;

                                            o    office properties represent
                                                 19.0%;

                                            o    multifamily properties
                                                 represent 10.7%;

                                            o    hospitality properties
                                                 represent 8.8%;

                                            o    self storage properties
                                                 represent 7.2%;

                                            o    industrial properties represent
                                                 6.8%;

                                            o    mixed use property types
                                                 represent 5.2%;

                                            o    other properties represent
                                                 2.8%; and

                                            o    manufactured housing community
                                                 properties represent 0.3%.


A CONCENTRATION OF MORTGAGED
PROPERTIES IN A LIMITED NUMBER OF
LOCATIONS MAY ADVERSELY AFFECT
PAYMENTS ON YOUR
CERTIFICATES                                Concentrations of mortgaged
                                            properties in geographic areas may
                                            increase the risk that adverse
                                            economic or other developments or a
                                            natural disaster or act of terrorism
                                            affecting a particular region of the
                                            country could increase the frequency
                                            and severity of losses on mortgage
                                            loans secured by the properties. In
                                            the past, several regions of the
                                            United States have experienced
                                            significant real estate downturns at
                                            times when other regions have not.
                                            Regional economic declines or
                                            adverse conditions in regional real
                                            estate markets could adversely
                                            affect the income from, and market
                                            value of, the mortgaged properties
                                            located in the region. Other
                                            regional factors--e.g., earthquakes,
                                            floods or

                                      S-37


                                            hurricanes or changes in
                                            governmental rules or fiscal
                                            policies--also may adversely affect
                                            those mortgaged properties.

                                            The mortgaged properties are located
                                            in 34 different states and the
                                            District of Columbia. In particular,
                                            investors should note that 14.2% of
                                            the mortgaged properties, based on
                                            the initial outstanding pool
                                            balance, are located in California.
                                            Mortgaged properties located in
                                            California may be more susceptible
                                            to some types of special hazards
                                            that may not be covered by insurance
                                            (such as earthquakes) than
                                            properties located in other parts of
                                            the country. The mortgage loans
                                            generally do not require any
                                            borrowers to maintain earthquake
                                            insurance.

                                            In addition, 9.8%, 8.5%, 8.4%, 7.2%,
                                            6.9%, 6.6% and 5.6% of the mortgaged
                                            properties, based on the initial
                                            outstanding pool balance, are
                                            located in Georgia, New York, Texas,
                                            Illinois, Connecticut, Florida and
                                            New Jersey, respectively, and
                                            concentrations of mortgaged
                                            properties, in each case,
                                            representing less than 5.0% of the
                                            initial outstanding pool balance,
                                            also exist in several other states.

A  LARGE   CONCENTRATION  OF  RETAIL
PROPERTIES   IN  THE  MORTGAGE  POOL
WILL  SUBJECT  YOUR   INVESTMENT  TO
THE SPECIAL RISKS OF RETAIL
PROPERTIES                                  One hundred eighty-one (181) of the
                                            mortgaged properties, securing
                                            mortgage loans representing 39.4% of
                                            the initial outstanding pool
                                            balance, are retail properties. The
                                            quality and success of a retail
                                            property's tenants significantly
                                            affect the property's value. The
                                            success of retail properties can be
                                            adversely affected by local
                                            competitive conditions and changes
                                            in consumer spending patterns. A
                                            borrower's ability to make debt
                                            service payments can be adversely
                                            affected if rents are based on a
                                            percentage of the tenant's sales and
                                            sales decline.


                                            An "anchor tenant" is
                                            proportionately larger in size and
                                            is vital in attracting customers to
                                            a retail property, whether or not it
                                            is part of the mortgaged property.
                                            One hundred sixty-four (164) of the
                                            mortgaged properties, securing 34.5%
                                            of the initial outstanding pool
                                            balance, are properties considered
                                            by the applicable mortgage loan
                                            seller to be leased to or are
                                            adjacent to or are occupied by
                                            anchor tenants.

                                            The presence or absence of an anchor
                                            store in a shopping center also can
                                            be important because anchor stores
                                            play a key role in generating
                                            customer traffic and making a center
                                            desirable for other tenants.
                                            Consequently, the economic
                                            performance of an anchored retail
                                            property will be adversely affected
                                            by:

                                            o    an anchor store's failure to
                                                 renew its lease;

                                            o    termination of an anchor
                                                 store's lease;

                                            o    the bankruptcy or economic
                                                 decline of an anchor store or
                                                 self-owned anchor or its parent
                                                 company; or

                                            o    the cessation of the business
                                                 of an anchor store at the
                                                 shopping center, even if, as a
                                                 tenant, it continues to pay
                                                 rent.


                                            There may be retail properties with
                                            anchor stores that are permitted to
                                            cease operating at any time if
                                            certain other stores are not
                                            operated at those locations.
                                            Furthermore, there may be non-anchor
                                            tenants that are

                                      S-38


                                            permitted to offset all or a portion
                                            of their rent, pay rent based solely
                                            on a percentage of their sales or to
                                            terminate their leases if certain
                                            anchor stores and/or major tenants
                                            are either not operated or fail to
                                            meet certain business objectives.

                                            Retail properties also face
                                            competition from sources outside a
                                            given real estate market. For
                                            example, all of the following
                                            compete with more traditional retail
                                            properties for consumer dollars:
                                            factory outlet centers, discount
                                            shopping centers and clubs,
                                            catalogue retailers, home shopping
                                            networks, internet web sites and
                                            telemarketing. Continued growth of
                                            these alternative retail outlets,
                                            which often have lower operating
                                            costs, could adversely affect the
                                            rents collectible at the retail
                                            properties included in the mortgage
                                            pool, as well as the income from,
                                            and market value of, the mortgaged
                                            properties. Moreover, additional
                                            competing retail properties may be
                                            built in the areas where the retail
                                            properties are located, which could
                                            adversely affect the rents
                                            collectible at the retail properties
                                            included in the mortgage pool, as
                                            well as the income from, and market
                                            value of, the mortgaged properties.

                                            In addition, 89 of the mortgaged
                                            properties, securing mortgage loans
                                            representing 1.2% of the initial
                                            outstanding pool balance, are
                                            secured by mortgaged properties with
                                            restaurant tenants whereas such
                                            restaurants are affiliated with a
                                            single restaurant franchise company.
                                            Mortgaged properties occupied by
                                            restaurant franchises may be
                                            affiliated with a franchise company
                                            through a franchise agreement or a
                                            management agreement. The
                                            performance of a restaurant property
                                            affiliated with a franchise or
                                            management company depends in part
                                            on the continued existence and
                                            financial strength of the franchisor
                                            or management company and, with
                                            respect to a franchise company only,

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

                                            o    the duration of the franchise
                                                 licensing agreement.


                                            Any provision in a franchise
                                            agreement providing for termination
                                            because of the bankruptcy of a
                                            franchisor generally will not be
                                            enforceable. Replacement franchises
                                            may require significantly higher
                                            fees. The transferability of
                                            franchise license agreements is
                                            restricted. In the event of a
                                            foreclosure, the lender or its agent
                                            would not have the right to use the
                                            franchise license without the
                                            franchisor's consent.

A  LARGE   CONCENTRATION  OF  OFFICE
PROPERTIES   IN  THE  MORTGAGE  POOL
WILL  SUBJECT  YOUR   INVESTMENT  TO
THE SPECIAL RISKS OF OFFICE
PROPERTIES                                  Twenty (20) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 19.0% of the initial
                                            outstanding pool balance, are office
                                            properties.

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

                                            o    the quality of an office
                                                 building's tenants;

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

                                            o    the physical attributes of the
                                                 building in relation to
                                                 competing buildings, e.g., age,
                                                 condition, design, location,
                                                 access to

                                      S-39


                                                 transportation and ability to
                                                 offer certain amenities, such
                                                 as sophisticated building
                                                 systems;

                                            o    the desirability of the area as
                                                 a business location;

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

                                            o    the concentration of tenants in
                                                 a particular business or
                                                 industry. For instance, certain
                                                 office properties may have
                                                 tenants that are technology and
                                                 internet start-up companies.
                                                 Technology and internet
                                                 start-up companies have
                                                 experienced a variety of
                                                 circumstances that tend to make
                                                 their businesses relatively
                                                 volatile. Many of those
                                                 companies have little or no
                                                 operating history, their owners
                                                 and management are often
                                                 inexperienced and such
                                                 companies may be heavily
                                                 dependent on obtaining venture
                                                 capital financing. In addition,
                                                 technology and internet
                                                 start-up companies often
                                                 require significant build-out
                                                 related to special technology
                                                 which may adversely affect the
                                                 ability of the landlord to
                                                 relet the properties. The
                                                 relative instability of these
                                                 tenants may have an adverse
                                                 impact on certain of the
                                                 properties. One (1) mortgage
                                                 loan, representing 0.6% of the
                                                 initial outstanding pool
                                                 balance, is secured by a
                                                 mortgaged property that has
                                                 tenants with a concentration of
                                                 medical offices. The
                                                 performance of a medical office
                                                 property may depend on the
                                                 proximity of such property to a
                                                 hospital or other health care
                                                 establishment and on
                                                 reimbursements for patient fees
                                                 from private or
                                                 government-sponsored insurance
                                                 companies. The sudden closure
                                                 of a nearby hospital may
                                                 adversely affect the value of a
                                                 medical office property. In
                                                 addition, the performance of a
                                                 medical office property may
                                                 depend on reimbursements for
                                                 patient fees from private or
                                                 government-sponsored insurers
                                                 and issues related to
                                                 reimbursement (ranging from
                                                 non-payment to delays in
                                                 payment) from such insurers
                                                 could adversely impact cash
                                                 flow at such mortgaged
                                                 properties. Moreover, medical
                                                 office properties appeal to a
                                                 narrow market of tenants and
                                                 the value of a medical office
                                                 property may be adversely
                                                 affected by the availability of
                                                 competing medical office
                                                 properties.


                                            Moreover, the cost of refitting
                                            office space for a new tenant is
                                            often higher than the cost of
                                            refitting other types of property.

A LARGE CONCENTRATION OF
MULTIFAMILY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF MULTIFAMILY PROPERTIES             Twenty-one (21) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 10.7% of the initial
                                            outstanding pool balance, are
                                            multifamily properties.

                                            A large number of factors may affect
                                            the value and successful operation
                                            of these multifamily properties,
                                            including:

                                            o    the physical attributes of the
                                                 apartment building, such as its
                                                 age, appearance and
                                                 construction quality;

                                            o    the location of the property;

                                      S-40


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

                                            o    the types of services and
                                                 amenities provided at the
                                                 property;

                                            o    the property's reputation;

                                            o    the level of mortgage interest
                                                 rates and favorable income and
                                                 economic conditions (which may
                                                 encourage tenants to purchase
                                                 rather than rent housing);

                                            o    the presence of competing
                                                 properties;

                                            o    adverse local or national
                                                 economic conditions which may
                                                 limit the rent that may be
                                                 charged and which may result in
                                                 increased vacancies;

                                            o    the tenant mix (such as tenants
                                                 being predominantly students or
                                                 military personnel or employees
                                                 of a particular business or
                                                 industry);

                                            o    state and local regulations
                                                 (which may limit the ability to
                                                 increase rents); and

                                            o    government assistance/rent
                                                 subsidy programs (which may
                                                 influence tenant mobility).


A LARGE CONCENTRATION OF
HOSPITALITY PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF HOSPITALITY PROPERTIES             Nine (9) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 8.8% of the initial
                                            outstanding pool balance, are
                                            hospitality properties. Various
                                            factors may adversely affect the
                                            economic performance of a
                                            hospitality property, including:

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

                                            o    the construction of competing
                                                 hotels or resorts;

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

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

                                            o    changes in travel patterns,
                                                 increases in energy prices,
                                                 strikes, relocation of highways
                                                 or the construction of
                                                 additional highways.

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

                                            Moreover, the hotel and lodging
                                            industry is generally seasonal in
                                            nature. This seasonality can be
                                            expected to cause periodic
                                            fluctuations in a hotel property's
                                            revenues, occupancy levels, room
                                            rates and operating expenses.

                                      S-41


                                            The laws and regulations relating to
                                            liquor licenses generally prohibit
                                            the transfer of such license to any
                                            other person. In the event of a
                                            foreclosure of a hotel property with
                                            a liquor license, the trustee or a
                                            purchaser in a foreclosure sale
                                            would likely have to apply for a new
                                            license. There can be no assurance
                                            that a new liquor license could be
                                            obtained promptly or at all. The
                                            lack of a liquor license in a full
                                            service hotel could have an adverse
                                            impact on the revenue generated by
                                            the hotel.

                                            A mortgage loan secured by hotel
                                            property may be affiliated with a
                                            franchise company through a
                                            franchise agreement or a hotel
                                            management company through a
                                            management agreement. The
                                            performance of a hotel property
                                            affiliated with a franchise or hotel
                                            management company depends in part
                                            on the continued existence and
                                            financial strength of the franchisor
                                            or hotel management company and,
                                            with respect to a franchise company
                                            only,

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

                                            o    the duration of the franchise
                                                 licensing agreement.


                                            Any provision in a franchise
                                            agreement providing for termination
                                            because of the bankruptcy of a
                                            franchisor generally will not be
                                            enforceable. Replacement franchises
                                            may require significantly higher
                                            fees. The transferability of
                                            franchise license agreements is
                                            restricted. In the event of a
                                            foreclosure, the lender or its agent
                                            would not have the right to use the
                                            franchise license without the
                                            franchisor's consent.

A LARGE CONCENTRATION OF SELF
STORAGE FACILITIES IN THE MORTGAGE
POOL WILL SUBJECT YOUR INVESTMENT
TO THE SPECIAL RISKS OF SELF
STORAGE FACILITIES                          Twenty (20) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 7.2% of the initial
                                            outstanding pool balance, are self
                                            storage facilities. Various factors
                                            may adversely affect the value and
                                            successful operation of a self
                                            storage facility including:

                                            o    competition, because both
                                                 acquisition and development
                                                 costs and break-even occupancy
                                                 are relatively low;

                                            o    conversion of a self storage
                                                 facility to an alternative use
                                                 generally requires substantial
                                                 capital expenditures;

                                            o    security concerns; and

                                            o    user privacy and ease of access
                                                 to individual storage space may
                                                 increase environmental risks
                                                 (although lease agreements
                                                 generally prohibit users from
                                                 storing hazardous substances in
                                                 the units).

                                            The environmental assessments
                                            discussed herein did not include an
                                            inspection of the contents of the
                                            self storage units of the self
                                            storage properties. Accordingly,
                                            there is no assurance that all of
                                            the units included in the self
                                            storage properties are free from
                                            hazardous substances or will remain
                                            so in the future.

                                      S-42


A LARGE CONCENTRATION OF
INDUSTRIAL PROPERTIES IN THE
MORTGAGE POOL WILL SUBJECT YOUR
INVESTMENT TO THE SPECIAL
RISKS OF INDUSTRIAL PROPERTIES              Sixteen (16) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 6.8% of the initial
                                            outstanding pool balance, are
                                            industrial properties. Various
                                            factors may adversely affect the
                                            economic performance of these
                                            industrial properties, which could
                                            adversely affect payments on your
                                            certificates, including:

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

                                            o    increased supply of competing
                                                 industrial space because of
                                                 relative ease in constructing
                                                 buildings of this type;

                                            o    a property becoming
                                                 functionally obsolete;

                                            o    insufficient supply of labor to
                                                 meet demand;

                                            o    changes in access to the
                                                 property, energy prices,
                                                 strikes, relocation of highways
                                                 or the construction of
                                                 additional highways;

                                            o    location of the property in
                                                 relation to access to
                                                 transportation;

                                            o    suitability for a particular
                                                 tenant;

                                            o    building design and
                                                 adaptability;

                                            o    a change in the proximity of
                                                 supply sources; and

                                            o    environmental hazards.


A LARGE CONCENTRATION OF
MANUFACTURED HOUSING COMMUNITY
PROPERTIES IN THE MORTGAGE POOL
WILL SUBJECT YOUR INVESTMENT TO
THE SPECIAL RISKS OF MANUFACTURED
HOUSING COMMUNITY PROPERTIES                One (1) mortgaged property, securing
                                            a mortgage loan representing 0.3% of
                                            the initial outstanding pool
                                            balance, is a manufactured housing
                                            community property. Various factors
                                            may adversely affect the economic
                                            performance of manufactured housing
                                            community properties, which could
                                            adversely affect payments on your
                                            certificates, including:

                                            o    the physical attributes of the
                                                 community (e.g., age, condition
                                                 and design);

                                            o    the location of the community;

                                            o    the services and amenities
                                                 provided by the community and
                                                 its management (including
                                                 maintenance and insurance);

                                            o    the strength and nature of the
                                                 local economy (which may limit
                                                 the amount that may be charged,
                                                 the timely payments of those
                                                 amounts, and may reduce
                                                 occupancy levels);

                                            o    state and local regulations
                                                 (which may affect the property
                                                 owner's ability to increase
                                                 amounts charged or limit the
                                                 owner's ability to convert the
                                                 property to an alternate use);

                                      S-43


                                            o    competing residential
                                                 developments in the local
                                                 market, such as other
                                                 manufactured housing
                                                 communities, apartment
                                                 buildings and single family
                                                 homes;

                                            o    the property's reputation;

                                            o    the availability of public
                                                 water and sewer facilities, or
                                                 the adequacy of any such
                                                 privately-owned facilities; and

                                            o    the property may not be readily
                                                 convertible to an alternate
                                                 use.

MORTGAGED PROPERTIES WITH
CONDOMINIUM OWNERSHIP COULD
ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                           One or more of the mortgaged
                                            properties securing the mortgage
                                            loans in the pool may be primarily
                                            secured by the related borrower's
                                            fee simple ownership in one or more
                                            condominium units.

                                            The management and operation of a
                                            condominium is generally controlled
                                            by a condominium board representing
                                            the owners of the individual
                                            condominium units, subject to the
                                            terms of the related condominium
                                            rules or by-laws. Generally, the
                                            consent of a majority of the board
                                            members is required for any actions
                                            of the condominium board. The
                                            condominium board is generally
                                            responsible for administration of
                                            the affairs of the condominium,
                                            including providing for maintenance
                                            and repair of common areas, adopting
                                            rules and regulations regarding
                                            common areas, and obtaining
                                            insurance and repairing and
                                            restoring the common areas of the
                                            property after a casualty.
                                            Notwithstanding the insurance and
                                            casualty provisions of the related
                                            mortgage loan documents, the
                                            condominium board may have the right
                                            to control the use of casualty
                                            proceeds. In addition, the
                                            condominium board generally has the
                                            right to assess individual unit
                                            owners for their share of expenses
                                            related to the operation and
                                            maintenance of the common elements.
                                            In the event that an owner of
                                            another unit fails to pay its
                                            allocated assessments, the related
                                            borrower may be required to pay such
                                            assessments in order to properly
                                            maintain and operate the common
                                            elements of the property. Although
                                            the condominium board generally may
                                            obtain a lien against any unit owner
                                            for common expenses that are not
                                            paid, such lien generally is
                                            extinguished if a mortgagee takes
                                            possession pursuant to a
                                            foreclosure. Each unit owner is
                                            responsible for maintenance of its
                                            respective unit and retains
                                            essential operational control over
                                            its unit.

                                            Due to the nature of condominiums
                                            and a borrower's ownership interest
                                            therein, a default on a loan secured
                                            by the borrower's interest in one or
                                            more condominium units may not allow
                                            the holder of the mortgage loan the
                                            same flexibility in realizing upon
                                            the underlying real property as is
                                            generally available with respect to
                                            properties that are not
                                            condominiums. The rights of any
                                            other unit owners, the governing
                                            documents of the owners' association
                                            and state and local laws applicable
                                            to condominiums must be considered
                                            and respected. Consequently,
                                            servicing and realizing upon such
                                            collateral could subject the trust
                                            to greater delay, expense and risk
                                            than servicing and realizing upon
                                            collateral for other loans that are
                                            not condominiums.

                                      S-44


A TENANT BANKRUPTCY MAY
ADVERSELY AFFECT THE INCOME
PRODUCED BY THE PROPERTY AND MAY
ADVERSELY AFFECT THE
PAYMENTS ON YOUR CERTIFICATES               Certain of the tenants at some of
                                            the mortgaged properties may have
                                            been, may currently be, or may in
                                            the future become a party in a
                                            bankruptcy proceeding. The
                                            bankruptcy or insolvency of a major
                                            tenant, or a number of smaller
                                            tenants, in retail, industrial and
                                            office properties may adversely
                                            affect the income produced by the
                                            property. Under the federal
                                            bankruptcy code, a tenant/debtor has
                                            the option of affirming or rejecting
                                            any unexpired lease. If the tenant
                                            rejects the lease, the landlord's
                                            claim for breach of the lease would
                                            be a general unsecured claim against
                                            the tenant, absent collateral
                                            securing the claim. The claim would
                                            be limited to the unpaid rent under
                                            the lease for the periods prior to
                                            the bankruptcy petition, or earlier
                                            surrender of the leased premises,
                                            plus the rent under the lease for
                                            the greater of one year, or 15%, not
                                            to exceed three years, of the
                                            remaining term of such lease and the
                                            actual amount of the recovery could
                                            be less than the amount of the
                                            claim.

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


                                            The owner's liability for any
                                            required remediation generally is
                                            not limited by law and could,
                                            accordingly, exceed the value of the
                                            property and/or the aggregate assets
                                            of the owner. The presence of
                                            hazardous or toxic substances also
                                            may adversely affect the owner's
                                            ability to refinance the property or
                                            to sell the property to a third
                                            party. The presence of, or strong
                                            potential for contamination by,
                                            hazardous substances consequently
                                            can have a materially adverse effect
                                            on the value of the property and a
                                            borrower's ability to repay its
                                            mortgage loan.

                                            In addition, under certain
                                            circumstances, a lender (such as the
                                            trust) could be liable for the costs
                                            of responding to an environmental
                                            hazard. Any potential environmental
                                            liability could reduce or delay
                                            payments on the offered
                                            certificates.

                                      S-45


ENVIRONMENTAL RISKS RELATING TO
SPECIFIC MORTGAGED PROPERTIES
MAY ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES                        Except for mortgaged properties
                                            securing mortgage loans that are the
                                            subject of a secured creditor
                                            impaired property policy, all of the
                                            mortgaged properties securing the
                                            mortgage loans have been subject to
                                            environmental site assessments, or
                                            in some cases an update of a
                                            previous assessment, in connection
                                            with the origination or
                                            securitization of the loans. In all
                                            cases, the environmental site
                                            assessment was a Phase I
                                            environmental assessment, although
                                            in some cases a Phase II site
                                            assessment was also performed. With
                                            respect to the mortgaged properties
                                            securing the mortgage loans that
                                            were not the subject of an
                                            environmental site assessment within
                                            eighteen months prior to the cut-off
                                            date, the applicable mortgage loan
                                            seller either (a) represented that
                                            with respect to each such mortgaged
                                            property (i) no hazardous material
                                            is present on the mortgaged property
                                            and (ii) the mortgaged property is
                                            in material compliance with all
                                            applicable federal, state and local
                                            laws pertaining to hazardous
                                            materials or environmental hazards,
                                            in each case subject to limitations
                                            of materiality and the other
                                            qualifications set forth in the
                                            representation, or (b) provided
                                            secured creditor impaired property
                                            policies providing coverage for
                                            certain losses that may arise from
                                            adverse environmental conditions
                                            that may exist at the related
                                            mortgaged property. These reports
                                            generally did not disclose the
                                            presence or risk of environmental
                                            contamination that is considered
                                            material and adverse to the
                                            interests of the holders of the
                                            certificates; however, in certain
                                            cases, these assessments did reveal
                                            conditions that resulted in
                                            requirements that the related
                                            borrowers establish operations and
                                            maintenance plans, monitor the
                                            mortgaged property or nearby
                                            properties, abate or remediate the
                                            condition, and/or provide additional
                                            security such as letters of credit,
                                            reserves or stand-alone secured
                                            creditor impaired property policies.


                                            Nineteen (19) of the mortgaged
                                            properties, securing mortgage loans
                                            representing 3.1% of the initial
                                            outstanding pool balance, are the
                                            subject of a group secured creditor
                                            impaired property policy providing
                                            coverage for certain losses that may
                                            arise from adverse environmental
                                            conditions that may exist at the
                                            related mortgaged properties. Ninety
                                            (90) of the mortgaged properties,
                                            securing mortgage loans representing
                                            1.2% of the initial outstanding pool
                                            balance, have the benefit of
                                            stand-alone secured creditor
                                            impaired property policies that
                                            provide coverage for selected
                                            environmental matters with respect
                                            to the related property. We describe
                                            these policies under "Description of
                                            the Mortgage Pool--Environmental
                                            Insurance" in this prospectus
                                            supplement. Generally, environmental
                                            site assessments were not performed
                                            with respect to those mortgaged
                                            properties covered by the group
                                            secured creditor impaired property
                                            policy.

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

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

                                      S-46


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

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

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

                                            In addition, problems associated
                                            with mold may pose risks to real
                                            property and may also be the basis
                                            for personal injury claims against a
                                            borrower. Although the mortgaged
                                            properties are required to be
                                            inspected periodically, there are no
                                            generally accepted standards for the
                                            assessment of any existing mold. If
                                            left unchecked, problems associated
                                            with mold could result in the
                                            interruption of cash flow,
                                            remediation expenses and litigation
                                            which could adversely impact
                                            collections from a mortgaged
                                            property. In addition, many of the
                                            insurance policies presently
                                            covering the mortgaged properties
                                            may specifically exclude losses due
                                            to mold.

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

                                      S-47


IF A BORROWER IS UNABLE TO REPAY
ITS LOAN ON ITS MATURITY DATE,
YOU MAY EXPERIENCE A LOSS                   One hundred forty-seven (147)
                                            mortgage loans, representing 95.2%
                                            of the initial outstanding pool
                                            balance, are balloon loans. Eleven
                                            (11) of these mortgage loans,
                                            representing 5.3% of the initial
                                            outstanding pool balance, are
                                            mortgage loans with anticipated
                                            repayment dates. For purposes of
                                            this prospectus supplement, we
                                            consider a mortgage loan to be a
                                            "balloon loan" if its principal
                                            balance is not scheduled to be fully
                                            or substantially amortized by the
                                            loan's respective anticipated
                                            repayment date (in the case of a
                                            loan having an anticipated repayment
                                            date) or maturity date. We cannot
                                            assure you that each borrower will
                                            have the ability to repay the
                                            principal balance outstanding on the
                                            pertinent date, especially under a
                                            scenario where interest rates have
                                            increased from the historically low
                                            interest rates in effect at the time
                                            that most of the mortgage loans were
                                            originated. Balloon loans involve
                                            greater risk than fully amortizing
                                            loans because a borrower's ability
                                            to repay the loan on its anticipated
                                            repayment date or stated maturity
                                            date typically will depend upon its
                                            ability either to refinance the loan
                                            or to sell the mortgaged property at
                                            a price sufficient to permit
                                            repayment. A borrower's ability to
                                            achieve either of these goals will
                                            be affected by a number of factors,
                                            including:

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

                                            o    prevailing interest rates;

                                            o    the fair market value of the
                                                 related mortgaged property;

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

                                            o    the borrower's financial
                                                 condition;

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

                                            o    tax laws; and

                                            o    prevailing general and regional
                                                 economic conditions.


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

                                            No mortgage loan seller or any of
                                            its respective affiliates is under
                                            any obligation to refinance any
                                            mortgage loan.

A BORROWER'S OTHER LOANS MAY
REDUCE THE CASH FLOW AVAILABLE TO
THE MORTGAGED PROPERTY WHICH MAY
ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               Five (5) of the mortgage loans,
                                            representing 5.5% of the initial
                                            outstanding pool balance, currently
                                            have additional financing in place
                                            that is secured by the mortgaged
                                            property or properties related to
                                            such mortgage loan. Mortgage Loan
                                            No. 24 (the "Oak Tree Village
                                            Apartments Mortgage Loan"), which
                                            had an outstanding principal balance
                                            as of the cut-off date of
                                            $19,000,000, is secured by the
                                            related mortgaged property, which
                                            also secures a subordinated B Note
                                            (the "Oak Tree Village Apartments B
                                            Note") that had an original
                                            principal balance of $1,000,000. See
                                            "Servicing of the Mortgage
                                            Loans--Servicing of the JL Holdings
                                            Portfolio Loan Group, the Hinckley
                                            Portfolio Loan Group, the Oak Tree
                                            Village Apartments A/B Mortgage

                                      S-48


                                            Loan and the Missouri City Shopping
                                            Center A/B Mortgage Loan--The Oak
                                            Tree Village Apartments A/B Mortgage
                                            Loan." Mortgage Loan Nos. 28-32 (the
                                            "Hinckley Portfolio Pari Passu
                                            Loan"), which had an aggregate
                                            outstanding principal balance as of
                                            the cut-off date of $17,463,277, is
                                            secured by the related mortgaged
                                            property on a pari passu basis with
                                            another note that had an original
                                            principal balance of $17,500,000.
                                            See "Servicing of the Mortgage
                                            Loans--Servicing of the JL Holdings
                                            Portfolio Loan Group, the Hinckley
                                            Portfolio Loan Group, the Oak Tree
                                            Village Apartments A/B Mortgage Loan
                                            and the Missouri City Shopping
                                            Center A/B Mortgage Loan--The
                                            Hinckley Portfolio Loan Group."
                                            Mortgage Loan Nos. 36-125 (the "JL
                                            Holdings Portfolio Pari Passu
                                            Loan"), which had an aggregate
                                            outstanding principal balance as of
                                            the cut-off date of $14,921,771, is
                                            secured by the related mortgaged
                                            property on a pari passu basis with
                                            another note that had an original
                                            principal balance of $15,000,000,
                                            and which also secures a
                                            subordinated B Note (the "JL
                                            Holdings Portfolio B Note") that had
                                            an original principal balance of
                                            $29,800,000. See "Servicing of the
                                            Mortgage Loans--Servicing of the JL
                                            Holdings Portfolio Loan Group, the
                                            Hinckley Portfolio Loan Group, the
                                            Oak Tree Village Apartments A/B
                                            Mortgage Loan and the Missouri City
                                            Shopping Center A/B Mortgage
                                            Loan--The JL Holdings Portfolio Loan
                                            Group." Mortgage Loan No. 147 (the
                                            "Brick Walk Mortgage Loan"), which
                                            had an outstanding principal balance
                                            as of the cut-off date of
                                            $10,500,000, is secured by the
                                            related mortgaged property, which
                                            also secures a second lien loan that
                                            had an original principal balance of
                                            $700,000. Mortgage Loan No. 168 (the
                                            "Missouri City Shopping Center A/B
                                            Mortgage Loan"), which has an
                                            outstanding principal balance as of
                                            the cut-off date of $6,268,424, is
                                            secured by the related mortgaged
                                            property, which also secures a
                                            subordinated B Note (the "Missouri
                                            City Shopping Center B Note") that
                                            had an original principal balance of
                                            $412,500. See "Servicing of the
                                            Mortgage Loans--Servicing of the JL
                                            Holdings Portfolio Loan Group, the
                                            Hinckley Portfolio Loan Group, the
                                            Oak Tree Village Apartments A/B
                                            Mortgage Loan and the Missouri City
                                            Shopping Center A/B Mortgage
                                            Loan--Missouri City Shopping Center
                                            A/B Mortgage Loan."

                                            Three (3) of the mortgage loans,
                                            representing 1.2% of the initial
                                            outstanding pool balance, are
                                            secured by mortgaged properties that
                                            currently have additional financing
                                            in place that is not secured by that
                                            mortgaged property. With respect to
                                            Mortgage Loan Nos. 182-190 and
                                            192-201, there is related mezzanine
                                            financing in the aggregate original
                                            principal amount of $19,488,590. In
                                            general, borrowers that have not
                                            agreed to certain special purpose
                                            covenants in the related mortgage
                                            loan documents may have also
                                            incurred additional financing that
                                            is not secured by the mortgaged
                                            property.

                                            Four (4) of the mortgage loans,
                                            representing 4.6% of the initial
                                            outstanding pool balance, permit the
                                            borrower to enter into additional
                                            subordinate financing that is
                                            secured by the mortgaged property,
                                            provided that certain debt service
                                            coverage ratio and loan-to-value
                                            tests are satisfied as further
                                            discussed in this prospectus
                                            supplement under "Description of the
                                            Mortgage Pool--Material Terms and
                                            Characteristics of the Mortgage
                                            Loans--Subordinate and Other
                                            Financing."

                                      S-49


                                            Six (6) of the mortgage loans,
                                            representing 13.3% of the initial
                                            outstanding pool balance, permit the
                                            borrower to enter into additional
                                            financing that is not secured by the
                                            related mortgaged property (or to
                                            retain unsecured debt existing at
                                            the time of the origination of such
                                            loan) and/or permit the owners of
                                            the borrower to enter into financing
                                            that is secured by a pledge of
                                            equity interests in the borrower. In
                                            general, borrowers that have not
                                            agreed to certain special purpose
                                            covenants in the related mortgage
                                            loan documents may also be permitted
                                            to incur additional financing that
                                            is not secured by the mortgaged
                                            property.

                                            Three (3) of the mortgage loans,
                                            representing 1.7% of the initial
                                            outstanding pool balance, permit the
                                            borrower, to enter into additional
                                            subordinate financing that is
                                            secured by the related mortgaged
                                            property, provided that certain debt
                                            service coverage ratio and
                                            loan-to-value tests are satisfied as
                                            further discussed in this prospectus
                                            supplement under "Description of the
                                            Mortgage Pool--Material Terms and
                                            Characteristics of the Mortgage
                                            Loans--Subordinate and Other
                                            Financing" or to enter into
                                            additional financing that is not
                                            secured by the related mortgaged
                                            property.

                                            We make no representation as to
                                            whether any other secured
                                            subordinate financing currently
                                            encumbers any mortgaged property or
                                            whether a third-party holds debt
                                            secured by a pledge of equity
                                            ownership interests in a related
                                            borrower. Debt that is incurred by
                                            the owner of equity in one or more
                                            borrowers and is secured by a
                                            guaranty of the borrower or by a
                                            pledge of the equity ownership
                                            interests in such borrowers
                                            effectively reduces the equity
                                            owners' economic stake in the
                                            related mortgaged property. The
                                            existence of such debt may reduce
                                            cash flow on the related borrower's
                                            mortgaged property after the payment
                                            of debt service and may increase the
                                            likelihood that the owner of a
                                            borrower will permit the value or
                                            income producing potential of a
                                            mortgaged property to suffer by not
                                            making capital infusions to support
                                            the mortgaged property.

                                            Generally, all of the mortgage loans
                                            also permit the related borrower to
                                            incur other unsecured indebtedness,
                                            including but not limited to trade
                                            payables, in the ordinary course of
                                            business and to incur indebtedness
                                            secured by equipment or other
                                            personal property located at the
                                            mortgaged property.

                                            When a mortgage loan borrower, or
                                            its constituent members, also has
                                            one or more other outstanding loans,
                                            even if the loans are subordinated
                                            or are mezzanine loans not directly
                                            secured by the mortgaged property,
                                            the trust is subjected to the
                                            following additional risks. For
                                            example, the borrower may have
                                            difficulty servicing and repaying
                                            multiple loans. Also, the existence
                                            of another loan generally will make
                                            it more difficult for the borrower
                                            to obtain refinancing of the
                                            mortgage loan and may thus
                                            jeopardize the borrower's ability to
                                            repay any balloon payment due under
                                            the mortgage loan at maturity or to
                                            repay the mortgage loan on its
                                            anticipated repayment date.
                                            Moreover, the need to service
                                            additional debt may reduce the cash
                                            flow available to the borrower to
                                            operate and maintain the mortgaged
                                            property.

                                            Additionally, if the borrower, or
                                            its constituent members, are
                                            obligated to another lender, actions
                                            taken by other lenders could impair
                                            the

                                      S-50


                                            security available to the trust. If
                                            a junior lender files an involuntary
                                            bankruptcy petition against the
                                            borrower, or the borrower files a
                                            voluntary bankruptcy petition to
                                            stay enforcement by a junior lender,
                                            the trust's ability to foreclose on
                                            the property will be automatically
                                            stayed, and principal and interest
                                            payments might not be made during
                                            the course of the bankruptcy case.
                                            The bankruptcy of a junior lender
                                            also may operate to stay foreclosure
                                            by the trust.

                                            Further, if another loan secured by
                                            the mortgaged property is in
                                            default, the other lender may
                                            foreclose on the mortgaged property,
                                            absent an agreement to the contrary,
                                            thereby causing a delay in payments
                                            and/or an involuntary repayment of
                                            the mortgage loan prior to maturity.
                                            The trust may also be subject to the
                                            costs and administrative burdens of
                                            involvement in foreclosure
                                            proceedings or related litigation.

                                            Even if a subordinate lender has
                                            agreed not to take any direct
                                            actions with respect to the related
                                            subordinate debt, including any
                                            actions relating to the bankruptcy
                                            of the borrower, and that the holder
                                            of the mortgage loan will have all
                                            rights to direct all such actions,
                                            there can be no assurance that in
                                            the event of the borrower's
                                            bankruptcy, a court will enforce
                                            such restrictions against a
                                            subordinate lender.

                                            For further information with respect
                                            to subordinate and other financing,
                                            see Appendix II.

BANKRUPTCY PROCEEDINGS RELATING TO
A BORROWER CAN RESULT IN
DISSOLUTION OF THE BORROWER AND
THE ACCELERATION OF THE RELATED
MORTGAGE LOAN AND CAN OTHERWISE
ADVERSELY IMPACT REPAYMENT OF THE
RELATED MORTGAGE LOAN                       Under the federal bankruptcy code,
                                            the filing of a bankruptcy petition
                                            by or against a borrower will stay
                                            the commencement or continuation of
                                            a foreclosure action. In addition,
                                            if a court determines that the value
                                            of the mortgaged property is less
                                            than the principal balance of the
                                            mortgage loan it secures, the court
                                            may reduce the amount of secured
                                            indebtedness to the then current
                                            value of the mortgaged property.
                                            Such an action would make the lender
                                            a general unsecured creditor for the
                                            difference between the then current
                                            value and the amount of its
                                            outstanding mortgage indebtedness. A
                                            bankruptcy court also may:

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

                                            o    reduce monthly payments due
                                                 under a mortgage loan;

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

                                            o    otherwise alter the mortgage
                                                 loan's repayment schedule.


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

                                      S-51


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

                                            As a result of the foregoing, the
                                            recovery with respect to borrowers
                                            in bankruptcy proceedings may be
                                            significantly delayed, and the
                                            aggregate amount ultimately
                                            collected may be substantially less
                                            than the amount owed.

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

BANKRUPTCY OR OTHER PROCEEDINGS
RELATED TO THE SPONSOR OF A
BORROWER MAY ADVERSELY AFFECT THE
PERFORMANCE OF THE RELATED
MORTGAGE LOAN                               Certain of the mortgage loans may
                                            have sponsors that have previously
                                            filed bankruptcy, which in some
                                            cases may have involved the same
                                            property that currently secures the
                                            mortgage loan. In each case, the
                                            related entity or person has emerged
                                            from bankruptcy. However, we cannot
                                            assure you that such sponsors will
                                            not be more likely than other
                                            sponsors to utilize their rights in
                                            bankruptcy in the event of any
                                            threatened action by the mortgagee
                                            to enforce its rights under the
                                            related loan documents.


BORROWERS THAT ARE NOT
SPECIAL PURPOSE ENTITIES
MAY BE MORE LIKELY TO FILE
BANKRUPTCY PETITIONS AND THIS MAY
ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES                        While many of the borrowers have
                                            agreed to certain special purpose
                                            covenants to limit the bankruptcy
                                            risk arising from activities
                                            unrelated to the operation of the
                                            property, some borrowers are not
                                            special purpose entities, and these
                                            borrowers and their owners generally
                                            do not have an independent director
                                            whose consent would be required to
                                            file a bankruptcy petition on behalf
                                            of such borrower. One of the
                                            purposes of an independent director
                                            is to avoid a bankruptcy petition
                                            filing that is intended solely to
                                            benefit a borrower's affiliate and
                                            is not justified by the borrower's
                                            own economic circumstances.
                                            Borrowers that are not special
                                            purpose entities may be more likely
                                            to file or be subject to voluntary
                                            or involuntary bankruptcy petitions
                                            with the effects set forth above.

                                      S-52


THE OPERATION OF COMMERCIAL
PROPERTIES IS DEPENDENT UPON
SUCCESSFUL MANAGEMENT                       The successful operation of a real
                                            estate project depends upon the
                                            property manager's performance and
                                            viability. The property manager is
                                            generally responsible for:

                                            o    responding to changes in the
                                                 local market;

                                            o    planning and implementing the
                                                 rental structure;

                                            o    operating the property and
                                                 providing building services;

                                            o    managing operating expenses;
                                                 and

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


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

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

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

PROVISIONS REQUIRING YIELD
MAINTENANCE CHARGES OR DEFEASANCE
PROVISIONS MAY NOT
BE ENFORCEABLE                              Provisions requiring yield
                                            maintenance charges or lock-out
                                            periods may not be enforceable in
                                            some states and under federal
                                            bankruptcy law. Provisions requiring
                                            yield maintenance charges also may
                                            be interpreted as constituting the
                                            collection of interest for usury
                                            purposes. Accordingly, we cannot
                                            assure you that the obligation to
                                            pay any yield maintenance charge
                                            will be enforceable. Also, we cannot
                                            assure you that foreclosure proceeds
                                            will be sufficient to pay an
                                            enforceable yield maintenance
                                            charge.

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

                                      S-53


THE ABSENCE OF LOCKBOXES ENTAILS
RISKS THAT COULD ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               Most of the mortgage loans in the
                                            trust do not require the related
                                            borrower to cause rent and other
                                            payments to be made into a lockbox
                                            account maintained on behalf of the
                                            mortgagee. If rental payments are
                                            not required to be made directly
                                            into a lockbox account, there is a
                                            risk that the borrower will divert
                                            such funds for other purposes.

ENFORCEABILITY OF
CROSS-COLLATERALIZATION PROVISIONS
MAY BE CHALLENGED AND THE BENEFITS
OF THESE PROVISIONS MAY OTHERWISE
BE LIMITED AND MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               Ten (10) groups of either
                                            cross-collateralized or
                                            multi-property mortgage loans,
                                            representing 10.6% of the initial
                                            outstanding pool balance, are
                                            secured by multiple real properties,
                                            through cross-collateralization with
                                            other mortgage loans 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 (i.e., in the case of
                                            cross-collateralized mortgage loans)
                                            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 (i)
                                                 insolvent, (ii) inadequately
                                                 capitalized or (iii) unable to
                                                 pay its debts.


                                            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.

                                            Moreover, four (4) groups of either
                                            cross-collateralized or
                                            multi-property mortgage loans,
                                            representing 6.4% of the initial
                                            outstanding pool balance, are
                                            secured by mortgaged properties
                                            located in various states.
                                            Foreclosure actions are brought in
                                            state court and the courts of one
                                            state cannot exercise jurisdiction
                                            over property in another state. Upon
                                            a default under any of these
                                            mortgage loans, it may not be

                                      S-54


                                            possible to foreclose on the related
                                            mortgaged real properties
                                            simultaneously.

RESERVES TO FUND CAPITAL
EXPENDITURES MAY BE INSUFFICIENT
AND THIS MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               Although many of the mortgage loans
                                            require that funds be put aside for
                                            specific reserves, certain mortgage
                                            loans do not require any reserves.
                                            Furthermore, we cannot assure you
                                            that any reserve amounts will be
                                            sufficient to cover the actual costs
                                            of the items for which the reserves
                                            were established. We also cannot
                                            assure you that cash flow from the
                                            properties will be sufficient to
                                            fully fund the ongoing monthly
                                            reserve requirements.


INADEQUACY OF TITLE INSURERS MAY
ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES                        Title insurance for a mortgaged
                                            property generally insures a lender
                                            against risks relating to a lender
                                            not having a first lien with respect
                                            to a mortgaged property, and in some
                                            cases can insure a lender against
                                            specific other risks. The protection
                                            afforded by title insurance depends
                                            on the ability of the title insurer
                                            to pay claims made upon it. We
                                            cannot assure you that:

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

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

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


MORTGAGED PROPERTIES SECURING THE
MORTGAGE LOANS THAT ARE NOT IN
COMPLIANCE WITH ZONING AND BUILDING
CODE REQUIREMENTS AND USE RESTRICTIONS
COULD ADVERSELY AFFECT PAYMENTS ON
YOUR CERTIFICATES                           Noncompliance with zoning and
                                            building codes may cause the
                                            borrower to experience cash flow
                                            delays and shortfalls that would
                                            reduce or delay the amount of
                                            proceeds available for distributions
                                            on your certificates. The mortgage
                                            loan sellers have taken steps to
                                            establish that the use and operation
                                            of the mortgaged properties securing
                                            the mortgage loans are in compliance
                                            in all material respects with all
                                            applicable zoning, land-use and
                                            building ordinances, rules,
                                            regulations, and orders. Evidence of
                                            this compliance may be in the form
                                            of legal opinions, confirmations
                                            from government officials, title
                                            policy endorsements and/or
                                            representations by the related
                                            borrower in the related mortgage
                                            loan documents. These steps may not
                                            have revealed all possible
                                            violations.

                                            Some violations of zoning, land use
                                            and building regulations may be
                                            known to exist at any particular
                                            mortgaged property, but the mortgage
                                            loan sellers generally do not
                                            consider those defects known to them
                                            to be material. In some cases, the
                                            use, operation and/or structure of a
                                            mortgaged property constitutes a
                                            permitted nonconforming use and/or
                                            structure as a result of changes in
                                            zoning laws after such mortgaged
                                            properties were constructed and the
                                            structure may not be rebuilt to its

                                      S-55


                                            current state or be used for its
                                            current purpose if a material
                                            casualty event were to occur.
                                            Insurance proceeds may not be
                                            sufficient to pay the mortgage loan
                                            in full if a material casualty event
                                            were to occur, or the mortgaged
                                            property, as rebuilt for a
                                            conforming use, may not generate
                                            sufficient income to service the
                                            mortgage loan and the value of the
                                            mortgaged property or its revenue
                                            producing potential may not be the
                                            same as it was before the casualty.
                                            If a mortgaged property could not be
                                            rebuilt to its current state or its
                                            current use were no longer permitted
                                            due to building violations or
                                            changes in zoning or other
                                            regulations, then the borrower might
                                            experience cash flow delays and
                                            shortfalls or be subject to
                                            penalties that would reduce or delay
                                            the amount of proceeds available for
                                            distributions on your certificates.

                                            Certain mortgaged properties may be
                                            subject to use restrictions pursuant
                                            to reciprocal easement or operating
                                            agreements which could limit the
                                            borrower's right to operate certain
                                            types of facilities within a
                                            prescribed radius. These limitations
                                            could adversely affect the ability
                                            of the borrower to lease the
                                            mortgaged property on favorable
                                            terms.

CONDEMNATIONS WITH RESPECT TO
MORTGAGED PROPERTIES SECURING THE
MORTGAGE LOANS COULD ADVERSELY
AFFECT PAYMENTS ON
YOUR CERTIFICATES                           From time to time, there may be
                                            condemnations pending or threatened
                                            against one or more of the mortgaged
                                            properties. There can be no
                                            assurance that the proceeds payable
                                            in connection with a total
                                            condemnation will be sufficient to
                                            restore the related mortgaged
                                            property or to satisfy the remaining
                                            indebtedness of the related mortgage
                                            loan. The occurrence of a partial
                                            condemnation may have a material
                                            adverse effect on the continued use
                                            of the affected mortgaged property,
                                            or on an affected borrower's ability
                                            to meet its obligations under the
                                            related mortgage loan. Therefore, we
                                            cannot assure you that the
                                            occurrence of any condemnation will
                                            not have a negative impact upon the
                                            distributions on your certificates.

IMPACT OF TERRORIST ATTACKS AND
MILITARY OPERATIONS ON THE
FINANCIAL MARKETS AND
YOUR INVESTMENT                             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. In its
                                            aftermath, there was considerable
                                            uncertainty in the world financial
                                            markets. It is impossible to predict
                                            whether, or the extent to which,
                                            future terrorist activities may
                                            occur in the United States.
                                            According to publicly available
                                            reports, the financial markets have
                                            in the past responded to the
                                            uncertainty with regard to the
                                            scope, nature and timing of current
                                            and possible future military
                                            responses led by the United States,
                                            as well as to the disruptions in air
                                            travel, substantial losses reported
                                            by various companies including
                                            airlines, insurance providers and
                                            aircraft makers, the need for
                                            heightened security across the
                                            country and decreases in consumer
                                            confidence that can cause a general
                                            slowdown in economic growth.

                                      S-56


                                            It is impossible to predict the
                                            duration of the current military
                                            involvement of the United States in
                                            Iraq or Afghanistan and whether the
                                            United States will be involved in
                                            any other future military actions.
                                            The continued presence of United
                                            States military personnel in Iraq
                                            and Afghanistan may prompt further
                                            terrorist attacks against the United
                                            States.

                                            It is uncertain what effects the
                                            aftermath of such military
                                            operations of the United States in
                                            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, will have on: (a)
                                            United States and world financial
                                            markets, (b) local, regional and
                                            national economies, (c) real estate
                                            markets across the United States,
                                            (d) particular business segments,
                                            including those that are important
                                            to the performance of the mortgaged
                                            properties that secure the mortgage
                                            loans and/or (e) insurance costs and
                                            the availability of insurance
                                            coverage for terrorist acts,
                                            particularly for large mortgaged
                                            properties, which could adversely
                                            affect the cash flow at such
                                            mortgaged properties. In particular,
                                            the decrease in air travel may have
                                            a negative effect on certain of the
                                            mortgaged properties, including
                                            hotel mortgaged properties and those
                                            mortgaged properties in tourist
                                            areas which could reduce the ability
                                            of such mortgaged properties to
                                            generate cash flow. As a result, the
                                            ability of the mortgaged properties
                                            to generate cash flow may be
                                            adversely affected. These
                                            disruptions and uncertainties could
                                            materially and adversely affect the
                                            value of, and your ability to
                                            resell, your certificates.

THE ABSENCE OF OR INADEQUACY OF
INSURANCE COVERAGE ON THE PROPERTY
MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               The mortgaged properties may suffer
                                            casualty losses due to risks that
                                            are not covered by insurance
                                            (including acts of terrorism) or for
                                            which insurance coverage is not
                                            adequate or available at
                                            commercially reasonable rates. In
                                            addition, some of the mortgaged
                                            properties are located in California
                                            and in other coastal areas of
                                            certain states, which are areas that
                                            have historically been at greater
                                            risk of acts of nature, including
                                            earthquakes, fires, hurricanes and
                                            floods. The mortgage loans generally
                                            do not require borrowers to maintain
                                            earthquake, hurricane or flood
                                            insurance and we cannot assure you
                                            that borrowers will attempt or be
                                            able to obtain adequate insurance
                                            against such risks. If a borrower
                                            does not have insurance against such
                                            risks and a casualty occurs at a
                                            mortgaged property, the borrower may
                                            be unable to generate income from
                                            the mortgaged property in order to
                                            make payments on the related
                                            mortgage loan.

                                            Moreover, if reconstruction or major
                                            repairs are required following a
                                            casualty, changes in laws that have
                                            occurred since the time of original
                                            construction may materially impair
                                            the borrower's ability to effect
                                            such reconstruction or major repairs
                                            or may materially increase their
                                            cost.

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

                                            In light of the September 11, 2001
                                            terrorist attacks in New York City,
                                            the Washington, D.C. area and
                                            Pennsylvania, the comprehensive
                                            general liability and business
                                            interruption or rent loss insurance
                                            policies required by typical
                                            mortgage loans, which are generally
                                            subject to

                                      S-57


                                            periodic renewals during the term of
                                            the related mortgage loans, have
                                            been affected. To give time for
                                            private markets to develop a pricing
                                            mechanism and to build capacity to
                                            absorb future losses that may occur
                                            due to terrorism, on November 26,
                                            2002 the Terrorism Risk Insurance
                                            Act of 2002 was enacted, which
                                            established the Terrorism Insurance
                                            Program. The Terrorism Insurance
                                            Program is administered by the
                                            Secretary of the Treasury and
                                            through December 31, 2005 will
                                            provide some financial assistance
                                            from the United States Government to
                                            insurers in the event of another
                                            terrorist attack that results in an
                                            insurance claim. The program applies
                                            to United States risks only and to
                                            acts that are committed by an
                                            individual or individuals acting on
                                            behalf of a foreign person or
                                            foreign interest as an effort to
                                            influence or coerce United States
                                            civilians or the United States
                                            Government.

                                            The Treasury Department will
                                            establish procedures for the program
                                            under which the federal share of
                                            compensation will be equal to 90
                                            percent of that portion of insured
                                            losses that exceeds an applicable
                                            insurer deductible required to be
                                            paid during each program year. The
                                            federal share in the aggregate in
                                            any program year may not exceed $100
                                            billion (and the insurers will not
                                            be liable for any amount that
                                            exceeds this cap).

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

                                            The Terrorism Insurance Program
                                            required that each insurer for
                                            policies in place prior to November
                                            26, 2002 provide its insured with a
                                            statement of the proposed premiums
                                            for terrorism coverage, identifying
                                            the portion of the risk that the
                                            federal government will cover,
                                            within 90 days after November 26,
                                            2002. Insured then had 30 days to
                                            accept the continued coverage and
                                            pay the premium. If an insured did
                                            not pay the premium, insurance for
                                            acts of terrorism may have been
                                            excluded from the policy. All
                                            policies for insurance issued after
                                            November 26, 2002 must make similar
                                            disclosure. The Terrorism Risk
                                            Insurance Act of 2002 does not
                                            require insured to purchase the
                                            coverage and does not stipulate the
                                            pricing of the coverage.

                                            The Terrorism Risk Insurance Act of
                                            2002 expires on December 31, 2005.
                                            There can be no assurance that it
                                            will be extended or that upon its
                                            expiration the program will be
                                            renewed or that subsequent terrorism
                                            insurance legislation will be
                                            passed. In fact, the Secretary of
                                            the Treasury announced on June 30,
                                            2005 that it is opposed to an
                                            extension of the Terrorism Risk
                                            Insurance Act of 2002 in its current
                                            form.

                                            It is likely, if the Terrorism Risk
                                            Insurance Act of 2002 is not
                                            extended or renewed, that premiums
                                            for terrorism insurance coverage
                                            will increase and may not be
                                            available at commercially reasonable
                                            rates and/or the terms of such
                                            insurance may be materially amended
                                            to enlarge stated exclusions or to
                                            otherwise effectively decrease the
                                            scope of coverage available (perhaps
                                            to the point where it is effectively
                                            not available). In addition, to the
                                            extent that any policies contain
                                            "sunset clauses" (i.e., clauses that
                                            void terrorism coverage if the
                                            federal

                                      S-58


                                            insurance backstop program is not
                                            renewed), then such policies may
                                            cease to provide terrorism insurance
                                            upon the expiration of the Terrorism
                                            Risk Insurance Act of 2002.

                                            Furthermore, because this program
                                            has only been recently passed into
                                            law, there can be no assurance that
                                            it or state legislation will
                                            substantially lower the cost of
                                            obtaining terrorism insurance.
                                            Because it is a temporary program,
                                            there is no assurance that it will
                                            create any long-term changes in the
                                            availability and cost of such
                                            insurance.

                                            To the extent that uninsured or
                                            underinsured casualty losses occur
                                            with respect to the related
                                            mortgaged properties, losses on
                                            mortgage loans may result. In
                                            addition, the failure to maintain
                                            such insurance may constitute a
                                            default under a mortgage loan, which
                                            could result in the acceleration and
                                            foreclosure of such mortgage loan.
                                            Alternatively, the increased costs
                                            of maintaining such insurance could
                                            have an adverse effect on the
                                            financial condition of the mortgage
                                            loan borrowers.

                                            Certain of the mortgage loans are
                                            secured by mortgaged properties that
                                            are not insured for acts of
                                            terrorism. If such casualty losses
                                            are not covered by standard casualty
                                            insurance policies, then in the
                                            event of a casualty from an act of
                                            terrorism, the amount available to
                                            make distributions on your
                                            certificates could be reduced.

CLAIMS UNDER BLANKET
INSURANCE POLICIES MAY ADVERSELY
AFFECT PAYMENTS ON
YOUR CERTIFICATES                           Some of the mortgaged properties are
                                            covered by blanket insurance
                                            policies which also cover other
                                            properties of the related borrower
                                            or its affiliates. In the event that
                                            such policies are drawn on to cover
                                            losses on such other properties, the
                                            amount of insurance coverage
                                            available under such policies may
                                            thereby be reduced and could be
                                            insufficient to cover each mortgaged
                                            property's insurable risks.


PROPERTY INSPECTIONS AND
ENGINEERING REPORTS MAY NOT
REFLECT ALL CONDITIONS THAT
REQUIRE REPAIR ON THE
PROPERTY                                    Licensed engineers or consultants
                                            generally inspected the mortgaged
                                            properties and prepared engineering
                                            reports in connection with the
                                            origination or securitization of the
                                            mortgage loans to assess items such
                                            as structure, exterior walls,
                                            roofing, interior construction,
                                            mechanical and electrical systems
                                            and general condition of the site,
                                            buildings and other improvements.
                                            However, we cannot assure you that
                                            all conditions requiring repair or
                                            replacement were identified. In
                                            those cases where a material
                                            condition was disclosed, such
                                            condition has been or is required to
                                            be remedied to the seller's
                                            satisfaction, or funds as deemed
                                            necessary by the seller, or the
                                            related engineer or consultant have
                                            been reserved to remedy the material
                                            condition. No additional property
                                            inspections were conducted by us in
                                            connection with the issuance of the
                                            certificates.


APPRAISALS MAY INACCURATELY
REFLECT THE VALUE OF THE
MORTGAGED PROPERTIES                        An appraisal certified by the
                                            applicable appraiser to be in
                                            compliance with FIRREA was conducted
                                            in respect of each mortgaged
                                            property in connection with the
                                            origination or securitization of the
                                            related

                                      S-59


                                            mortgage loan. The resulting
                                            estimates of value are the basis of
                                            the cut-off date and maturity date
                                            loan-to-value ratios referred to in
                                            this prospectus supplement. Those
                                            estimates represent the analysis and
                                            opinion of the person performing the
                                            appraisal or market analysis and are
                                            not guarantees of present or future
                                            values. The appraiser may have
                                            reached a different conclusion of
                                            value than the conclusion that would
                                            be reached by a different appraiser
                                            appraising the same property.
                                            Moreover, the values of the
                                            mortgaged properties may have
                                            changed significantly since the
                                            appraisal or market study was
                                            performed. In addition, appraisals
                                            seek to establish the amount a
                                            typically motivated buyer would pay
                                            a typically motivated seller. Such
                                            amount could be significantly higher
                                            than the amount obtained from the
                                            sale of a mortgaged property under a
                                            distress or liquidation sale. The
                                            estimates of value reflected in the
                                            appraisals and the related
                                            loan-to-value ratios are presented
                                            for illustrative purposes only in
                                            Appendix I and Appendix II to this
                                            prospectus supplement. In each case
                                            the estimate presented is the one
                                            set forth in the most recent
                                            appraisal available to us as of the
                                            cut-off date, although we generally
                                            have not obtained updates to the
                                            appraisals. There is no assurance
                                            that the appraised values indicated
                                            accurately reflect past, present or
                                            future market values of the
                                            mortgaged properties.


THE TIMING OF MORTGAGE LOAN
AMORTIZATION MAY CAUSE INCREASED
POOL CONCENTRATION, WHICH MAY
ADVERSELY AFFECT PAYMENTS ON YOUR
CERTIFICATES                                As principal payments or prepayments
                                            are made on mortgage loans, the
                                            remaining mortgage pool may be
                                            subject to increased concentrations
                                            of property types, geographic
                                            locations and other pool
                                            characteristics of the mortgage
                                            loans and the mortgaged properties,
                                            some of which may be unfavorable.
                                            Classes of certificates that have a
                                            lower payment priority are more
                                            likely to be exposed to this
                                            concentration risk than are
                                            certificate classes with a higher
                                            payment priority. This occurs
                                            because realized losses are
                                            allocated to the class outstanding
                                            at any time with the lowest payment
                                            priority and principal on the
                                            certificates entitled to principal
                                            is generally payable in sequential
                                            order or alphabetical order, with
                                            such classes generally not being
                                            entitled to receive principal until
                                            the preceding class or classes
                                            entitled to receive principal have
                                            been retired.

SUBORDINATION OF SOME CERTIFICATES
MAY AFFECT THE TIMING OF PAYMENTS
AND THE APPLICATION OF LOSSES ON
YOUR CERTIFICATES                           As described in this prospectus
                                            supplement, the rights of the
                                            holders of each class of subordinate
                                            certificates to receive payments of
                                            principal and interest otherwise
                                            payable on their certificates will
                                            be subordinated to such rights of
                                            the holders of the more senior
                                            certificates having an earlier
                                            alphabetical class designation.
                                            Losses on the mortgage loans will be
                                            allocated to the Class P, Class O,
                                            Class N, Class M, Class L, Class K,
                                            Class J, Class H, Class G, Class F,
                                            Class E, Class D, Class C, Class B
                                            and Class A-J Certificates, in that
                                            order, reducing amounts otherwise
                                            payable to each class. Any remaining
                                            losses would then be allocated or
                                            cause shortfalls to the Class A-1,
                                            Class A-2, Class A-3, Class A-AB and
                                            Class A-4 Certificates, pro rata,
                                            provided that losses

                                      S-60


                                            allocated to the Class A-4
                                            Certificates will be applied first
                                            to the Class A-4B Certificates until
                                            reduced to zero and then to Class
                                            A-4A Certificates until reduced to
                                            zero, and, solely with respect to
                                            losses of interest, to the Class X
                                            Certificates, in proportion to the
                                            amounts of interest or principal
                                            distributable on those certificates.

THE OPERATION OF THE MORTGAGED
PROPERTY FOLLOWING FORECLOSURE OF
THE MORTGAGE LOAN MAY AFFECT THE
TAX STATUS OF THE TRUST AND MAY
ADVERSELY AFFECT PAYMENTS
ON YOUR CERTIFICATES                        If the trust acquires a mortgaged
                                            property as a result of a
                                            foreclosure or deed in lieu of
                                            foreclosure, the special servicer
                                            will generally retain an independent
                                            contractor to operate the property.
                                            Any net income from operations other
                                            than qualifying "rents from real
                                            property", or any rental income
                                            based on the net profits derived by
                                            any person from such property or
                                            allocable to a non-customary
                                            service, will subject the trust to a
                                            federal tax on such income at the
                                            highest marginal corporate tax rate,
                                            which is currently 35%, and, in
                                            addition, possible state or local
                                            tax. In this event, the net proceeds
                                            available for distribution on your
                                            certificates will be reduced. The
                                            special servicer may permit the
                                            trust to earn such above described
                                            "net income from foreclosure
                                            property" but only if it determines
                                            that the net after-tax benefit to
                                            certificateholders is greater than
                                            under another method of operating or
                                            leasing the mortgaged property. In
                                            addition, if the trust were to
                                            acquire one or more mortgaged
                                            properties pursuant to a foreclosure
                                            or deed in lieu of foreclosure, upon
                                            acquisition of those mortgaged
                                            properties, the trust may in certain
                                            jurisdictions, particularly in New
                                            York, be required to pay state or
                                            local transfer or excise taxes upon
                                            liquidation of such mortgaged
                                            properties. Such state or local
                                            taxes may reduce net proceeds
                                            available for distribution to the
                                            certificateholders.


STATE LAWS APPLICABLE TO
FORECLOSURE ACTIONS MAY AFFECT THE
TIMING OF PAYMENTS ON
YOUR CERTIFICATES                           Some states, including California,
                                            have laws prohibiting more than one
                                            "judicial action" to enforce a
                                            mortgage obligation. Some courts
                                            have construed the term "judicial
                                            action" broadly. In the case of any
                                            mortgage loan secured by mortgaged
                                            properties located in multiple
                                            states, the master servicer or
                                            special servicer may be required to
                                            foreclose first on mortgaged
                                            properties located in states where
                                            these "one action" rules apply (and
                                            where non-judicial foreclosure is
                                            permitted) before foreclosing on
                                            properties located in states where
                                            judicial foreclosure is the only
                                            permitted method of foreclosure. As
                                            a result, the ability to realize
                                            upon the mortgage loans may be
                                            limited by the application of state
                                            laws.


THE BANKRUPTCY OR INSOLVENCY OF ANY
AFFILIATED BORROWERS MAY ADVERSELY
AFFECT PAYMENTS ON
YOUR CERTIFICATES                           Fifteen (15) groups of mortgage
                                            loans, the three (3) largest of
                                            which represent 8.1%, 4.1% and 3.8%,
                                            respectively, of the initial
                                            outstanding pool balance, were made
                                            to borrowers that are affiliated
                                            through common ownership of
                                            partnership or other equity
                                            interests and where, in general, the
                                            related mortgaged properties are
                                            commonly managed.

                                      S-61


                                            The bankruptcy or insolvency of any
                                            such borrower or respective
                                            affiliate could have an adverse
                                            effect on the operation of all of
                                            the related mortgaged properties and
                                            on the ability of such related
                                            mortgaged properties to produce
                                            sufficient cash flow to make
                                            required payments on the related
                                            mortgage loans. For example, if a
                                            person that owns or controls several
                                            mortgaged properties experiences
                                            financial difficulty at one such
                                            property, it could defer maintenance
                                            at one or more other mortgaged
                                            properties in order to satisfy
                                            current expenses with respect to the
                                            mortgaged property experiencing
                                            financial difficulty, or it could
                                            attempt to avert foreclosure by
                                            filing a bankruptcy petition that
                                            might have the effect of
                                            interrupting monthly payments for an
                                            indefinite period on all the related
                                            mortgage loans.

TENANT LEASES MAY HAVE PROVISIONS
THAT COULD ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               In certain jurisdictions, if tenant
                                            leases are subordinate to the liens
                                            created by the mortgage and do not
                                            contain attornment provisions which
                                            require the tenant to recognize a
                                            successor owner, following
                                            foreclosure, as landlord under the
                                            lease, the leases may terminate upon
                                            the transfer of the property to a
                                            foreclosing lender or purchaser at
                                            foreclosure. Not all leases were
                                            reviewed to ascertain the existence
                                            of these provisions. Accordingly, if
                                            a mortgaged property is located in
                                            such a jurisdiction and is leased to
                                            one or more desirable tenants under
                                            leases that are subordinate to the
                                            mortgage and do not contain
                                            attornment provisions, such
                                            mortgaged property could experience
                                            a further decline in value if such
                                            tenants' leases were terminated.
                                            This is particularly likely if such
                                            tenants were paying above-market
                                            rents or could not be replaced.

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

                                            Additionally, with respect to
                                            certain of the mortgage loans, the
                                            related borrower may have granted
                                            certain tenants a right of first
                                            refusal in the event a sale is
                                            contemplated or a purchase option to
                                            purchase all or a portion of the
                                            mortgaged property. Such provisions,
                                            if not waived or subordinated, may
                                            impede the lender's ability to sell
                                            the related mortgaged property at
                                            foreclosure or adversely affect the
                                            foreclosure bid price.

TENANCIES IN COMMON MAY
HINDER RECOVERY                             Certain of the mortgage loans have
                                            borrowers that own, or in the future
                                            may own, the related mortgaged real
                                            properties as tenants-in-common. 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

                                      S-62


                                            mortgagors, a material impairment in
                                            property management and a
                                            substantial decrease in the amount
                                            recoverable upon the related
                                            mortgage loan.

                                            Not all tenants-in-common for these
                                            types of mortgage loans will be
                                            special purpose entities. In
                                            general, with respect to a
                                            tenant-in-common ownership
                                            structure, each tenant-in-common
                                            owns an undivided share in the
                                            property and if such
                                            tenant-in-common desires to sell his
                                            interest in the property (and is
                                            unable to find a buyer or otherwise
                                            needs to force a partition), such
                                            tenant-in-common has the ability to
                                            request that a court order a sale of
                                            the property and distribute the
                                            proceeds to each tenant-in-common
                                            borrower proportionally.

LEGAL ACTION ARISING OUT OF
ORDINARY BUSINESS COULD ADVERSELY
AFFECT PAYMENTS ON
YOUR CERTIFICATES                           There may be pending or threatened
                                            legal actions, suits or proceedings
                                            against the borrowers and managers
                                            of the mortgaged properties and
                                            their respective affiliates arising
                                            out of their ordinary business. We
                                            cannot assure you that any such
                                            actions, suits or proceedings would
                                            not have a material adverse effect
                                            on your certificates.


RISKS RELATING TO COMPLIANCE WITH
THE AMERICANS WITH DISABILITIES
ACT COULD ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES        Under the Americans with
                                            Disabilities Act of 1990, public
                                            accommodations are required to meet
                                            certain federal requirements related
                                            to access and use by disabled
                                            persons. Borrowers may incur costs
                                            complying with the Americans with
                                            Disabilities Act. In addition,
                                            noncompliance could result in the
                                            imposition of fines by the federal
                                            government or an award of damages to
                                            private litigants. If a borrower
                                            incurs such costs or fines, the
                                            amount available to pay debt service
                                            would be reduced.

CONFLICTS OF INTEREST MAY HAVE
AN ADVERSE EFFECT ON YOUR
CERTIFICATES                                Conflicts between various
                                            certificateholders. The special
                                            servicer is given considerable
                                            latitude in determining whether and
                                            in what manner to liquidate or
                                            modify defaulted mortgage loans. The
                                            operating adviser will have the
                                            right to replace the special
                                            servicer upon satisfaction of
                                            certain conditions set forth in the
                                            Pooling and Servicing Agreement. At
                                            any given time, the operating
                                            adviser will be controlled generally
                                            by the holders of the most
                                            subordinate, or, if its certificate
                                            principal balance is less than 25%
                                            of its original certificate balance,
                                            the next most subordinate, class of
                                            certificates, that is, the
                                            controlling class, outstanding from
                                            time to time (or with respect to an
                                            A/B Mortgage Loan, the holder of the
                                            related B Note to the extent set
                                            forth in the related intercreditor
                                            agreement), and such holders may
                                            have interests in conflict with
                                            those of the holders of the other
                                            certificates. For instance, the
                                            holders of certificates of the
                                            controlling class might desire to
                                            mitigate the potential for loss to
                                            that class from a troubled mortgage
                                            loan by deferring enforcement in the
                                            hope of maximizing future proceeds.
                                            However, the interests of the trust
                                            may be better served by prompt
                                            action, since delay followed by a
                                            market downturn could result in less
                                            proceeds to the trust than would
                                            have been realized if earlier action
                                            had been taken. In general, no
                                            servicer is required to act in a

                                      S-63


                                            manner more favorable to the offered
                                            certificates than to the non-offered
                                            certificates.

                                            The master servicer, the primary
                                            servicer, the special servicer or an
                                            affiliate of any of them may acquire
                                            certain of the most subordinated
                                            certificates, including those of the
                                            initial controlling class. Under
                                            such circumstances, the master
                                            servicer, the primary servicer and
                                            the special servicer may have
                                            interests that conflict with the
                                            interests of the other holders of
                                            the certificates. However, the
                                            Pooling and Servicing Agreement and
                                            the primary servicing agreement each
                                            provide that the mortgage loans are
                                            to be serviced in accordance with
                                            the servicing standard and without
                                            regard to ownership of any
                                            certificates by the master servicer,
                                            the primary servicer or the special
                                            servicer, as applicable. The initial
                                            special servicer under the Pooling
                                            and Servicing Agreement will be
                                            ARCap Servicing, Inc.; the initial
                                            operating adviser under the Pooling
                                            and Servicing Agreement will be
                                            ARCap CMBS Fund II REIT, Inc.

                                            Conflicts between certificateholders
                                            and the Non-Serviced Mortgage Loan
                                            Master Servicer and/or the
                                            Non-Serviced Mortgage Loan Special
                                            Servicer. Any Non-Serviced Mortgage
                                            Loan will be serviced and
                                            administered pursuant to the related
                                            Non-Serviced Mortgage Loan Pooling
                                            and Servicing Agreement, which
                                            provides for servicing arrangements
                                            that are similar but not identical
                                            to those under the Pooling and
                                            Servicing Agreement. Consequently,
                                            Non-Serviced Mortgage Loans will not
                                            be serviced and administered
                                            pursuant to the terms of the Pooling
                                            and Servicing Agreement. In
                                            addition, the legal and/or
                                            beneficial owners of the other
                                            mortgage loans secured by the
                                            mortgaged property securing
                                            Non-Serviced Mortgage Loans,
                                            directly or through representatives,
                                            have certain rights under the
                                            related Non-Serviced Mortgage Loan
                                            Pooling and Servicing Agreement and
                                            the related intercreditor agreement
                                            that affect such mortgage loans,
                                            including with respect to the
                                            servicing of such mortgage loans and
                                            the appointment of a special
                                            servicer with respect to such
                                            mortgage loans. Those legal and/or
                                            beneficial owners may have interests
                                            that conflict with your interests.

                                            Conflicts between certificateholders
                                            and the holders of subordinate
                                            notes. Pursuant to the terms of the
                                            related intercreditor agreements, ,
                                            neither the master servicer nor
                                            special servicer may enter into
                                            material amendments, modifications
                                            or extensions of a mortgage loan in
                                            a material manner without the
                                            consent of the holder of the related
                                            subordinate note, subject to the
                                            expiration of the subordinate note
                                            holder's consent rights. The holders
                                            of the subordinate notes (or their
                                            respective designees) may have
                                            interests in conflict with those of
                                            the certificateholders of the
                                            classes of offered certificates. As
                                            a result, approvals to proposed
                                            actions of the master servicer or
                                            special servicer, as applicable,
                                            under the Pooling and Servicing
                                            Agreement may not be granted in all
                                            instances, thereby potentially
                                            adversely affecting some or all of
                                            the classes of offered certificates.

                                            Conflicts between certificateholders
                                            and primary servicer. The primary
                                            servicer for certain of the mortgage
                                            loans will be Principal Global
                                            Investors, LLC, an affiliate of a
                                            loan seller. It is anticipated that
                                            the master servicer will delegate
                                            many of its servicing obligations
                                            with respect to these mortgage loans
                                            to such primary servicer pursuant to
                                            a primary servicing agreement. Under
                                            these circumstances, the primary

                                      S-64


                                            servicer, because it is an affiliate
                                            of a seller, may have interests that
                                            conflict with the interests of the
                                            holders of the certificates.

                                            Conflicts between borrowers and
                                            property managers. It is likely that
                                            many of the property managers of the
                                            mortgaged properties, or their
                                            affiliates, manage additional
                                            properties, including properties
                                            that may compete with the mortgaged
                                            properties. Affiliates of the
                                            managers, and managers themselves,
                                            also may own other properties,
                                            including competing properties. The
                                            managers of the mortgaged properties
                                            may accordingly experience conflicts
                                            of interest in the management of
                                            such mortgaged properties.

                                            Conflicts between the trust and the
                                            mortgage loan sellers. The
                                            activities of the sellers and their
                                            affiliates may involve properties
                                            which are in the same markets as the
                                            mortgaged properties underlying the
                                            certificates. In such case, the
                                            interests of each of the sellers or
                                            such affiliates may differ from, and
                                            compete with, the interests of the
                                            trust, and decisions made with
                                            respect to those assets may
                                            adversely affect the amount and
                                            timing of distributions with respect
                                            to the certificates. Conflicts of
                                            interest may arise between the trust
                                            and each of the sellers or their
                                            affiliates that engage in the
                                            acquisition, development, operation,
                                            financing and disposition of real
                                            estate if such sellers acquire any
                                            certificates. In particular, if
                                            certificates held by a seller are
                                            part of a class that is or becomes
                                            the controlling class the seller as
                                            part of the holders of the
                                            controlling class would have the
                                            ability to influence certain actions
                                            of the special servicer under
                                            circumstances where the interests of
                                            the trust conflict with the
                                            interests of the seller or its
                                            affiliates as acquirors, developers,
                                            operators, financers or sellers of
                                            real estate related assets.

                                            The sellers or their affiliates may
                                            acquire a portion of the
                                            certificates. Under such
                                            circumstances, they may become the
                                            controlling class, and as such have
                                            interests that may conflict with
                                            their interests as a seller of the
                                            mortgage loans.

PREPAYMENTS MAY REDUCE
THE YIELD ON YOUR CERTIFICATES              The yield to maturity on your
                                            certificates will depend, in
                                            significant part, upon the rate and
                                            timing of principal payments on the
                                            mortgage loans. For this purpose,
                                            principal payments include both
                                            voluntary prepayments, if permitted,
                                            and involuntary prepayments, such as
                                            prepayments resulting from casualty
                                            or condemnation of mortgaged
                                            properties, defaults and
                                            liquidations by borrowers, or
                                            repurchases as a result of a
                                            seller's breach of representations
                                            and warranties or material defects
                                            in a mortgage loan's documentation.

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

                                            Voluntary prepayments under some of
                                            the mortgage loans require payment
                                            of a prepayment premium or a yield
                                            maintenance charge unless the
                                            prepayment occurs within generally
                                            one (1) to seven (7) payments prior
                                            to and including the anticipated
                                            repayment date or stated maturity
                                            date, as the case may be.
                                            Nevertheless, we cannot assure you
                                            that the related borrowers will
                                            refrain from prepaying their
                                            mortgage loans due to the existence
                                            of a prepayment premium or a yield
                                            maintenance charge or that the
                                            amount of such premium or charge

                                      S-65


                                            will be sufficient to compensate you
                                            for shortfalls in payments on your
                                            certificates on account of such
                                            prepayments. We also cannot assure
                                            you that involuntary prepayments
                                            will not occur. The rate at which
                                            voluntary prepayments occur on the
                                            mortgage loans will be affected by a
                                            variety of factors, including:

                                            o    the terms of the mortgage
                                                 loans;

                                            o    the length of any prepayment
                                                 lock-out period;

                                            o    the level of prevailing
                                                 interest rates;

                                            o    the availability of mortgage
                                                 credit;

                                            o    the applicable yield
                                                 maintenance charges or
                                                 prepayment premiums and the
                                                 ability of the master servicer,
                                                 primary servicer or special
                                                 servicer to enforce the related
                                                 provisions;

                                            o    the failure to meet
                                                 requirements for release of
                                                 escrows/reserves that result in
                                                 a prepayment;

                                            o    the occurrence of casualties or
                                                 natural disasters; and

                                            o    economic, demographic, tax or
                                                 legal factors.


                                            Generally, no yield maintenance
                                            charge or prepayment premium will be
                                            required for prepayments in
                                            connection with a casualty or
                                            condemnation unless an event of
                                            default has occurred. In addition,
                                            if a seller repurchases any mortgage
                                            loan from the trust due to the
                                            material breach of a representation
                                            or warranty or a material document
                                            defect or such mortgage loan is
                                            otherwise purchased from the trust
                                            (including certain purchases by the
                                            holder of a B Note or mezzanine
                                            loan), the repurchase price paid
                                            will be passed through to the
                                            holders of the certificates with the
                                            same effect as if the mortgage loan
                                            had been prepaid in part or in full,
                                            except that no yield maintenance
                                            charge or prepayment premium will be
                                            payable. Such a repurchase or
                                            purchase may, therefore, adversely
                                            affect the yield to maturity on your
                                            certificates.

                                            Although all of the mortgage loans
                                            have prepayment protection in the
                                            form of lock-out periods, defeasance
                                            provisions, yield maintenance
                                            provisions and/or prepayment premium
                                            provisions, there can be no
                                            assurance that borrowers will
                                            refrain from prepaying mortgage
                                            loans due to the existence of a
                                            yield maintenance charge or
                                            prepayment premium or that
                                            involuntary prepayments or
                                            repurchases will not occur.

                                            Also, the description in the
                                            mortgage notes of the method of
                                            calculation of prepayment premiums
                                            and yield maintenance charges is
                                            complex and subject to legal
                                            interpretation and it is possible
                                            that another person would interpret
                                            the methodology differently from the
                                            way we did in estimating an assumed
                                            yield to maturity on your
                                            certificates as described in this
                                            prospectus supplement. See Appendix
                                            II attached to this prospectus
                                            supplement for a description of the
                                            various prepayment provisions.

                                      S-66


THE YIELD ON YOUR CERTIFICATE WILL
BE AFFECTED BY THE PRICE AT WHICH
THE CERTIFICATE WAS PURCHASED AND
THE RATE, TIMING AND AMOUNT OF
DISTRIBUTIONS ON YOUR CERTIFICATE           The yield on any certificate will
                                            depend on (1) the price at which
                                            such certificate is purchased by you
                                            and (2) the rate, timing and amount
                                            of distributions on your
                                            certificate. The rate, timing and
                                            amount of distributions on any
                                            certificate will, in turn, depend
                                            on, among other things:

                                            o    the interest rate for such
                                                 certificate;

                                            o    the rate and timing of
                                                 principal payments (including
                                                 principal prepayments) and
                                                 other principal collections
                                                 (including loan purchases in
                                                 connection with breaches of
                                                 representations and warranties)
                                                 on or in respect of the
                                                 mortgage loans and the extent
                                                 to which such amounts are to be
                                                 applied or otherwise result in
                                                 a reduction of the certificate
                                                 balance of such certificate;

                                            o    the rate, timing and severity
                                                 of losses on or in respect of
                                                 the mortgage loans or
                                                 unanticipated expenses of the
                                                 trust;

                                            o    the rate and timing of any
                                                 reimbursement of the master
                                                 servicer, the special servicer,
                                                 the trustee or the fiscal
                                                 agent, as applicable, out of
                                                 the Certificate Account of
                                                 nonrecoverable advances or
                                                 advances remaining unreimbursed
                                                 on a modified mortgage loan on
                                                 the date of such modification;

                                            o    the timing and severity of any
                                                 interest shortfalls resulting
                                                 from prepayments to the extent
                                                 not offset by a reduction in
                                                 master servicer compensation as
                                                 described in this prospectus
                                                 supplement;

                                            o    the timing and severity of any
                                                 reductions in the appraised
                                                 value of any mortgaged property
                                                 in a manner that has an effect
                                                 on the amount of advancing
                                                 required on the related
                                                 mortgage loan; and

                                            o    the method of calculation of
                                                 prepayment premiums and yield
                                                 maintenance charges and the
                                                 extent to which prepayment
                                                 premiums and yield maintenance
                                                 charges are collected and, in
                                                 turn, distributed on such
                                                 certificate.

                                            In addition, any change in the
                                            weighted average life of a
                                            certificate may adversely affect
                                            yield. Prepayments resulting in a
                                            shortening of weighted average lives
                                            of certificates may be made at a
                                            time of lower interest rates when
                                            you may be unable to reinvest the
                                            resulting payment of principal at a
                                            rate comparable to the effective
                                            yield anticipated when making the
                                            initial investment in certificates.
                                            Delays and extensions resulting in a
                                            lengthening of the weighted average
                                            lives of the certificates may occur
                                            at a time of higher interest rates
                                            when you may have been able to
                                            reinvest principal payments that
                                            would otherwise have been received
                                            by you at higher rates.


                                      S-67


YOU BEAR THE RISK OF
BORROWER DEFAULTS                           The rate and timing of delinquencies
                                            or defaults on the mortgage loans
                                            could affect the following aspects
                                            of the offered certificates:

                                            o    the aggregate amount of
                                                 distributions on them;

                                            o    their yields to maturity;

                                            o    their rates of principal
                                                 payments; and

                                            o    their weighted average lives.


                                            The rights of holders of each class
                                            of subordinate certificates to
                                            receive payments of principal and
                                            interest otherwise payable on their
                                            certificates will be subordinated to
                                            such rights of the holders of the
                                            more senior certificates having an
                                            earlier alphabetical class
                                            designation. Losses on the mortgage
                                            loans will be allocated to the Class
                                            P, Class O, Class N, Class M, Class
                                            L, Class K, Class J, Class H, Class
                                            G, Class F, Class E, Class D, Class
                                            C, Class B and Class A-J
                                            Certificates, in that order,
                                            reducing amounts otherwise payable
                                            to each class. Any remaining losses
                                            would then be allocated to the Class
                                            A-1 Certificates, Class A-2
                                            Certificates, Class A-3
                                            Certificates, Class A-AB
                                            Certificates and Class A-4
                                            Certificates, pro rata, and with
                                            respect to losses of interest only,
                                            the Class X Certificates based on
                                            their respective entitlements,
                                            provided that losses allocated to
                                            the Class A-4 Certificates will be
                                            applied first to the Class A-4B
                                            Certificates until reduced to zero
                                            and then to the Class A-4A
                                            Certificates until reduced to zero.

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

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

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

                                            Also, if the related borrower does
                                            not repay a mortgage loan with an
                                            anticipated repayment date by its
                                            anticipated repayment date, the
                                            effect will be to increase the
                                            weighted average life of your
                                            certificates and may reduce your
                                            yield to maturity.

                                            Furthermore, if P&I Advances and/or
                                            Servicing Advances are made with
                                            respect to a mortgage loan after
                                            default and the mortgage loan is
                                            thereafter worked out under terms
                                            that do not provide for the
                                            repayment of those advances in full
                                            at the time of the workout, then any

                                      S-68


                                            reimbursements of those advances
                                            prior to the actual collection of
                                            the amount for which the advance was
                                            made may also result in reductions
                                            in distributions of principal to the
                                            holders of the offered certificates
                                            for the current month.

COMPENSATION TO THE MASTER
SERVICER, THE SPECIAL SERVICER AND
THE TRUSTEE MAY ADVERSELY AFFECT
THE PAYMENTS ON YOUR CERTIFICATES           To the extent described in this
                                            prospectus supplement, the master
                                            servicer, the special servicer, the
                                            trustee or the fiscal agent (and the
                                            related master servicer, the special
                                            servicer, the trustee or the fiscal
                                            agent in respect of any Non-Serviced
                                            Mortgage Loans) will be entitled to
                                            receive interest at the "Prime Rate"
                                            on unreimbursed advances they have
                                            made with respect to defaulted
                                            monthly payments or that are made
                                            with respect to the preservation and
                                            protection of the related mortgaged
                                            property. This interest will
                                            generally accrue from the date on
                                            which the related advance is made or
                                            the related expense is incurred to
                                            the date of reimbursement. This
                                            interest may be offset in part by
                                            default interest and late payment
                                            charges paid by the borrower or by
                                            certain other amounts. In addition,
                                            under certain circumstances,
                                            including delinquencies in the
                                            payment of principal and interest, a
                                            mortgage loan will be serviced by a
                                            special servicer, and the special
                                            servicer is entitled to compensation
                                            for special servicing activities.
                                            The right to receive interest on
                                            advances and special servicing
                                            compensation is senior to the rights
                                            of certificateholders to receive
                                            distributions. The payment of
                                            interest on advances and the payment
                                            of compensation to the special
                                            servicer may result in shortfalls in
                                            amounts otherwise distributable on
                                            certificates.


LEASEHOLD INTERESTS ENTAIL CERTAIN
RISKS WHICH MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               Twelve (12) mortgaged properties,
                                            securing mortgage loans representing
                                            5.4% of the initial outstanding pool
                                            balance, are subject to a leasehold
                                            interest in the mortgaged
                                            properties. Nine (9) mortgaged
                                            properties, securing mortgage loans
                                            representing 4.7% of the initial
                                            outstanding pool balance, are
                                            subject to a first mortgage lien on
                                            both a fee interest and a leasehold
                                            interest in income-producing real
                                            property. Leasehold mortgage loans
                                            are subject to certain risks not
                                            associated with mortgage loans
                                            secured by a lien on the fee estate
                                            of the borrower. The most
                                            significant of these risks is that
                                            if the borrower's leasehold were to
                                            be terminated upon a lease default,
                                            the lender (such as the trust) would
                                            lose its security. Generally, each
                                            related ground lease requires the
                                            lessor to give the lender notice of
                                            the borrower's defaults under the
                                            ground lease and an opportunity to
                                            cure them, permits the leasehold
                                            interest to be assigned to the
                                            lender or the purchaser at a
                                            foreclosure sale, in some cases only
                                            upon the consent of the lessor, and
                                            contains certain other protective
                                            provisions typically included in a
                                            "mortgageable" ground lease.

                                            Upon the bankruptcy of a lessor or a
                                            lessee under a ground lease, the
                                            debtor entity has the right to
                                            assume or reject the lease. If a
                                            debtor lessor rejects the lease, the
                                            lessee has the right to remain in
                                            possession of its leased premises
                                            for the rent otherwise payable under
                                            the lease for the term of the lease
                                            (including renewals). If a debtor
                                            lessee/borrower

                                      S-69


                                            rejects any or all of the lease, the
                                            leasehold lender could succeed to
                                            the lessee/borrower's position under
                                            the lease only if the lessor
                                            specifically grants the lender such
                                            right. If both the lessor and the
                                            lessee/borrowers are involved in
                                            bankruptcy proceedings, the trustee
                                            may be unable to enforce the
                                            bankrupt lessee/borrower's right to
                                            refuse to treat a ground lease
                                            rejected by a bankrupt lessor as
                                            terminated. In such circumstances, a
                                            lease could be terminated
                                            notwithstanding lender protection
                                            provisions contained therein or in
                                            the mortgage.

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

THE SELLERS OF THE MORTGAGE LOANS
ARE SUBJECT TO BANKRUPTCY OR
INSOLVENCY LAWS THAT MAY AFFECT
THE TRUST'S OWNERSHIP OF
THE MORTGAGE LOANS                          In the event of the insolvency of
                                            any seller, it is possible the
                                            trust's right to payment from or
                                            ownership of the mortgage loans
                                            could be challenged, and if such
                                            challenge were successful, delays or
                                            reductions in payments on your
                                            certificates could occur.

                                            Based upon opinions of counsel that
                                            the conveyance of the mortgage loans
                                            would generally be respected in the
                                            event of insolvency of the sellers,
                                            which opinions are subject to
                                            various assumptions and
                                            qualifications, the depositor
                                            believes that such a challenge will
                                            be unsuccessful, but there can be no
                                            assurance that a bankruptcy trustee,
                                            if applicable, or other interested
                                            party will not attempt to assert
                                            such a position. Even if actions
                                            seeking such results were not
                                            successful, it is possible that
                                            payments on the certificates would
                                            be delayed while a court resolves
                                            the claim.

LIMITED LIQUIDITY AND MARKET VALUE
MAY ADVERSELY AFFECT
PAYMENTS ON YOUR CERTIFICATES               Your certificates will not be listed
                                            on any securities exchange or traded
                                            on any automated quotation systems
                                            of any registered securities
                                            association, and there is currently
                                            no secondary market for the
                                            certificates. While the Underwriters
                                            currently intend to make a secondary
                                            market in the certificates, none of
                                            them is obligated to do so.
                                            Accordingly, you may not have an
                                            active or liquid secondary market
                                            for your certificates, which could
                                            result in a substantial decrease in
                                            the market value of your
                                            certificates. The market value of
                                            your certificates also may be
                                            affected by many other factors,
                                            including then-prevailing interest
                                            rates. Furthermore, you should be
                                            aware that the market for securities
                                            of the same type as the certificates
                                            has in the past been volatile and
                                            offered very limited liquidity.

WEIGHTED AVERAGE COUPON RATE
ENTAIL RISKS WHICH MAY ADVERSELY
AFFECT PAYMENTS ON YOUR CERTIFICATES        The interest rates on one or more
                                            classes of certificates may be based
                                            on a weighted average of the
                                            mortgage loan interest rates net of
                                            the administrative cost rate, which
                                            is calculated based upon the
                                            respective principal balances of the
                                            mortgage loans. Alternatively, the
                                            interest rate on one or more classes
                                            of the certificates may be capped at
                                            such

                                      S-70


                                            weighted average rate. This weighted
                                            average rate is further described in
                                            this prospectus supplement under the
                                            definition of "Weighted Average Net
                                            Mortgage Rate" in the "Glossary of
                                            Terms." Any class of certificates
                                            that is either fully or partially
                                            based upon the weighted average net
                                            mortgage rate may be adversely
                                            affected by disproportionate
                                            principal payments, prepayments,
                                            defaults and other unscheduled
                                            payments on the mortgage loans.
                                            Because some mortgage loans will
                                            amortize their principal more
                                            quickly than others, the rate may
                                            fluctuate over the life of those
                                            classes of your certificates.

                                            In general, mortgage loans with
                                            relatively high mortgage interest
                                            rates are more likely to prepay than
                                            mortgage loans with relatively low
                                            mortgage interest rates. For
                                            instance, varying rates of
                                            unscheduled principal payments on
                                            mortgage loans which have interest
                                            rates above the weighted average net
                                            mortgage rate may have the effect of
                                            reducing the interest rate of your
                                            certificates.

         This prospectus supplement also contains forward-looking statements
that involve risks and uncertainties. Actual results could differ materially
from those anticipated in these forward-looking statements as a result of a
variety of factors, including the risks described above in this "Risk Factors"
section and elsewhere in this prospectus supplement.


                                      S-71



                     DESCRIPTION OF THE OFFERED CERTIFICATES

         Capitalized terms are defined in the "Glossary of Terms" in this
prospectus supplement.

GENERAL

         The Series 2005-TOP19 Commercial Mortgage Pass-Through Certificates
will be issued on or about July 28, 2005 pursuant to a Pooling and Servicing
Agreement to be dated as of the Cut-off Date, between the Depositor, the master
servicer, the special servicer, the paying agent, the fiscal agent and the
trustee.

         The certificates will represent in the aggregate the entire beneficial
ownership interest in a trust consisting primarily of:

         o     the mortgage loans and all payments under and proceeds of the
               mortgage loans received after the Cut-off Date, exclusive of
               principal prepayments received prior to the Cut-off Date and
               scheduled payments of principal and interest due on or before the
               Cut-off Date;

         o     any mortgaged property acquired on behalf of the
               Certificateholders in respect of a defaulted mortgage loan
               through foreclosure, deed in lieu of foreclosure or otherwise;

         o     a security interest in any United States government obligations
               pledged in respect of the defeasance of a mortgage loan; and

         o     certain rights of the Depositor under, or assigned to the
               Depositor pursuant to, each of the Mortgage Loan Purchase
               Agreements relating to, among other things, mortgage loan
               document delivery requirements and the representations and
               warranties of the related seller regarding its mortgage loans.

         The certificates will be issued on the Closing Date and will only be
entitled to scheduled payments on the mortgage loans that are due (and
unscheduled payments that are received) after the Cut-off Date.

         The certificates will consist of various classes, to be designated as:

         o     the Class A-1 Certificates, the Class A-2 Certificates, the Class
               A-3 Certificates, the Class A-AB Certificates, the Class A-4A
               Certificates and the Class A-4B Certificates;

         o     the Class X-1 Certificates and the Class X-2 Certificates;

         o     the Class A-J Certificates, the Class B Certificates, the Class C
               Certificates, the Class D Certificates, the Class E Certificates,
               the Class F Certificates, the Class G Certificates, the Class H
               Certificates, the Class J Certificates, the Class K Certificates,
               the Class L Certificates, the Class M Certificates, the Class N
               Certificates, the Class O Certificates and the Class P
               Certificates; and

         o     the Class R-I Certificates, the Class R-II Certificates and the
               Class R-III Certificates.


         The Class A Senior and Class A-J Certificates will be issued in
denominations of $25,000 initial Certificate Balance and in any whole dollar
denomination in excess of that amount. The Class B, Class C and Class D
Certificates will be issued in denominations of $100,000 initial Certificate
Balance and in any whole dollar denomination in excess of that amount.

         Each class of offered certificates will initially be represented by one
or more global certificates registered in the name of the nominee of The
Depository Trust Company ("DTC"). We have been informed by DTC that DTC's
nominee initially will be Cede & Co. No person acquiring an interest in an
offered certificate will be entitled to receive a fully registered physical
certificate representing such interest, except as presented in the prospectus

                                      S-72


under "Description Of The Certificates--Book-Entry Registration and Definitive
Certificates." Unless and until definitive certificates are issued in respect of
any class of offered certificates, all references to actions by holders of the
offered certificates will refer to actions taken by DTC upon instructions
received from the related Certificate Owners through DTC's participating
organizations.

         All references herein to payments, notices, reports and statements to
holders of the offered certificates will refer to payments, notices, reports and
statements to DTC or Cede & Co., as the registered holder of the offered
certificates, for distribution to the related Certificate Owners through DTC's
Participants in accordance with DTC procedures. Until definitive certificates
are issued in respect of any class of offered certificates, interests in such
certificates will be transferred on the book-entry records of DTC and its
Participants. See "Description of the Certificates--Book-Entry Registration and
Definitive Certificates" in the prospectus.

         Certificateholders must hold their offered certificates in book-entry
form, and delivery of the offered certificates will be made through the
facilities of DTC, in the United States, and may be made through the facilities
of Clearstream Bank or Euroclear Bank, as operator of the Euroclear system, in
Europe. Transfers within DTC, Clearstream Bank or Euroclear Bank, as the case
may be, will be in accordance with the usual rules and operating procedures of
the relevant system. Crossmarket transfers between persons holding directly or
indirectly through DTC, on the one hand, and counterparties holding directly or
indirectly through Clearstream Bank or Euroclear Bank, on the other, will be
effected in DTC through the relevant depositaries of Clearstream Bank and
Euroclear Bank, respectively.

         Because of time-zone differences, credits of securities received in
Clearstream Bank or Euroclear Bank as a result of a transaction with a DTC
participant will be made during subsequent securities settlement processing and
dated the business day following the DTC settlement date. Such credits or any
transactions in such securities settled during such processing will be reported
to the relevant Euroclear Bank participant or Clearstream Bank customer on such
business day. Cash received in Clearstream Bank or Euroclear Bank as a result of
sales of securities by or through a Clearstream Bank customer or a Euroclear
Bank participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream Bank or
Euroclear Bank cash account only as of the business day following settlement in
DTC.

CERTIFICATE BALANCES

         Upon initial issuance, the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4A, Class A-4B, Class A-J, Class B, Class C and Class D Certificates
will have the following aggregate Certificate Balances. In each case, the
Certificate Balance on the Closing Date may vary by up to 5%:

                                       APPROXIMATE
              INITIAL AGGREGATE   PERCENT OF INITIAL    RATINGS     APPROXIMATE
      CLASS  CERTIFICATE BALANCE     POOL BALANCE     (FITCH/S&P) CREDIT SUPPORT
      -----  -------------------     ------------     --------------------------
 Class A-1   $       75,400,000            6.14%         AAA/AAA     17.000%
 Class A-2   $       84,600,000            6.89%         AAA/AAA     17.000%
 Class A-3   $       44,700,000            3.64%         AAA/AAA     17.000%
 Class A-AB  $       84,100,000            6.85%         AAA/AAA     17.000%
 Class A-4A  $      642,754,000           52.32%         AAA/AAA     27.000%
 Class A-4B  $       88,050,000            7.17%         AAA/AAA     17.000%
 Class A-J   $       87,526,000            7.12%         AAA/AAA      9.875%
 Class B     $       23,033,000            1.87%          AA/AA       8.000%
 Class C     $       12,285,000            1.00%         AA-/AA-      7.000%
 Class D     $       15,355,000            1.25%           A/A        5.750%

         The percentages indicated under the columns "Approximate Credit
Support" with respect to the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4A and Class A-4B Certificates represent the approximate credit

                                      S-73


support for the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4A and
Class A-4B Certificates in the aggregate. In addition, the Class A-4A
Certificates have additional credit support provided by the Class A-4B
Certificates.

         The initial Certificate Balance of each Principal Balance Certificate
will be presented on the face of the certificate. The Certificate Balance
outstanding at any time will equal the then maximum amount of principal that the
holder will be entitled to receive. On each Distribution Date, the Certificate
Balance of each Principal Balance Certificate will be reduced by any
distributions of principal actually made on that certificate on the applicable
Distribution Date, and will be further reduced by any Realized Losses and
Expense Losses allocated to the Certificate Balance of such certificate on such
Distribution Date. See "--Distributions" and "--Distributions--Subordination;
Allocation of Losses and Certain Expenses" below.

         The Interest Only Certificates will not have a Certificate Balance.
Each such class of certificates will represent the right to receive
distributions of interest accrued as described in this prospectus supplement on
a Notional Amount.

         The Notional Amount of the Class X-1 Certificates will be equal to the
aggregate of the Certificate Balances of the classes of Principal Balance
Certificates outstanding from time to time. The Notional Amount of the Class X-2
Certificates will equal:

         o     during the period from the Closing Date through and including the
               Distribution Date occurring in July 2006, the sum of (a) the
               lesser of $66,260,000 and the Certificate Balance of the Class
               A-1 Certificates outstanding from time to time and (b) the
               aggregate of the Certificate Balances of the Class A-2, Class
               A-3, Class A-AB, Class A-4A, Class A-4B, Class A-J, Class B,
               Class C, Class D, Class E, Class F, Class G, Class H, Class J,
               Class K and Class L Certificates outstanding from time to time;

         o     during the period following the Distribution Date occurring in
               July 2006 through and including the Distribution Date occurring
               in July 2007, the sum of (a) the lesser of $12,235,000 and the
               Certificate Balance of the Class A-1 Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-2, Class A-3, Class A-AB, Class A-4A, Class A-4B,
               Class A-J, Class B, Class C, Class D, Class E, Class F, Class G,
               Class H and Class J Certificates outstanding from time to time
               and (c) the lesser of $2,474,000 and the Certificate Balance of
               the Class K Certificates outstanding from time to time;

         o     during the period following the Distribution Date occurring in
               July 2007 through and including the Distribution Date occurring
               in July 2008, the sum of (a) the lesser of $40,747,000 and the
               Certificate Balance of the Class A-2 Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-3, Class A-AB, Class A-4A, Class A-4B, Class A-J,
               Class B, Class C, Class D, Class E and Class F Certificates
               outstanding from time to time and (c) the lesser of $1,410,000
               and the Certificate Balance of the Class G Certificates
               outstanding from time to time;

         o     during the period following the Distribution Date occurring in
               July 2008 through and including the Distribution Date occurring
               in July 2009, the sum of (a) the lesser of $32,219,000 and the
               Certificate Balance of the Class A-3 Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-AB, Class A-4A, Class A-4B, Class A-J, Class B,
               Class C and Class D Certificates outstanding from time to time
               and (c) the lesser of $482,000 and the Certificate Balance of the
               Class E Certificates outstanding from time to time;

         o     during the period following the Distribution Date occurring in
               July 2009 through and including the Distribution Date occurring
               in July 2010, the sum of (a) the lesser of $633,597,000 and the
               Certificate Balance of the Class A-4A Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-4B, Class A-J and Class B Certificates outstanding
               from time to time and (c) the lesser of $7,475,000 and the
               Certificate Balance of the Class C Certificates outstanding from
               time to time;

                                      S-74


         o     during the period following the Distribution Date occurring in
               July 2010 through and including the Distribution Date occurring
               in July 2011, the sum of (a) the lesser of $587,762,000 and the
               Certificate Balance of the Class A-4A Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-4B and Class A-J Certificates outstanding from
               time to time and (c) the lesser of $12,693,000 and the
               Certificate Balance of the Class B Certificates outstanding from
               time to time;

         o     during the period following the Distribution Date occurring in
               July 2011 through and including the Distribution Date occurring
               in July 2012, the sum of (a) the lesser of $513,366,000 and the
               Certificate Balance of the Class A-4A Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-4B Certificates outstanding from time to time and
               (c) the lesser of $84,083,000 and the Certificate Balance of the
               Class A-J Certificates outstanding from time to time;

         o     during the period following the Distribution Date occurring in
               July 2012 through and including the Distribution Date occurring
               in July 2013, the sum of (a) the lesser of $474,300,000 and the
               Certificate Balance of the Class A-4A Certificates outstanding
               from time to time, (b) the aggregate of the Certificate Balances
               of the Class A-4B Certificates outstanding from time to time and
               (c) the lesser of $69,541,000 and the Certificate Balance of the
               Class A-J Certificates outstanding from time to time; and

         o     following the Distribution Date occurring in July 2013, $0.


         Accordingly, the Notional Amount of the Class X-1 Certificates will be
reduced on each Distribution Date by any distributions of principal actually
made on, and any Realized Losses and Expense Losses actually allocated to the
Certificate Balance of any class of Principal Balance Certificates. The Notional
Amount of the Class X-2 Certificates will be reduced on each Distribution Date
by any distributions of principal actually made on, and any Realized Losses and
Expense Losses actually allocated to the Certificate Balance of any component
and any class of Certificates included in the calculation of the Notional Amount
for the Class X-2 Certificates on such Distribution Date, as described above. It
is anticipated that holders of the Class X-2 Certificates will not be entitled
to distributions of interest at any time following the Distribution Date
occurring in July 2013. Upon initial issuance, the aggregate Notional Amount of
the Class X-1 Certificates and Class X-2 Certificates will be $1,228,438,747 and
$1,202,407,000, respectively, subject in each case to a permitted variance of
plus or minus 5%. The Notional Amount of each Class X Certificate is used solely
for the purpose of determining the amount of interest to be distributed on such
Certificate and does not represent the right to receive any distributions of
principal.

         The Residual Certificates will not have Certificate Balances or
Notional Amounts.


PASS-THROUGH RATES

The Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4A Certificates
will, at all times, accrue interest at a per annum rate equal to 4.478%, 4.725%,
4.827%, 4.852% and 4.890%, respectively. The Class A-4B Certificates will, at
all times, accrue interest at a per annum rate equal to the lesser of 4.945% and
the Weighted Average Net Mortgage Rate. The Class A-J Certificates will, at all
times, accrue interest at a per annum rate equal to the lesser of 4.985% and the
Weighted Average Net Mortgage Rate. The Class B Certificates will, at all times,
accrue interest at a per annum rate equal to the lesser of 5.062% and the
Weighted Average Net Mortgage Rate. The Class C Certificates will, at all times,
accrue interest at a per annum rate equal to the lesser of 5.163% and the
Weighted Average Net Mortgage Rate. The Class D Certificates will, at all times,
accrue interest at a per annum rate equal to the lesser of 5.289% and the
Weighted Average Net Mortgage Rate.

         The Pass-Through Rate applicable to the Class X-2 Certificates for the
initial Distribution Date will equal approximately 0.593% per annum. The
Pass-Through Rate applicable to the Class X-2 Certificates for each Distribution
Date subsequent to the initial Distribution Date and on or before the
Distribution Date in July 2013 will equal the weighted average of the respective
strip rates (the "Class X-2 Strip Rates") at which interest accrues from time to
time on the respective components of the total Notional Amount of the Class X-2
Certificates outstanding immediately prior to the related Distribution Date
(weighted on the basis of the respective balances of such components outstanding
immediately prior to such Distribution Date). Each of those components will be
comprised of all or a designated portion of the Certificate Balance of a
specified Class of Principal Balance Certificates. If all

                                      S-75


or a designated portion of the Certificate Balance of any Class of Principal
Balance Certificates is identified under "--Certificate Balances" above as being
part of the total Notional Amount of the Class X-2 Certificates immediately
prior to any Distribution Date, then that Certificate Balance (or designated
portion of it) will represent one or more separate components of the total
Notional Amount of the Class X-2 Certificates for purposes of calculating the
accrual of interest for the related Distribution Date. For any Distribution Date
occurring in or before July 2013, on any particular component of the total
Notional Amount of the Class X-2 Certificates immediately prior to the related
Distribution Date, the applicable Class X-2 Strip Rate will equal the excess, if
any, of:

         o     the lesser of (a) the rate per annum corresponding to such
               Distribution Date as set forth on Schedule B attached to this
               prospectus supplement and (b) the Weighted Average Net Mortgage
               Rate for such Distribution Date, over

         o     the Pass-Through Rate for such Distribution Date for the class of
               Principal Balance Certificates whose Certificate Balance, or a
               designated portion of it, comprises such component.

         Under no circumstances will any Class X-2 Strip Rate be less than zero.

         The Pass-Through Rate applicable to the Class X-1 Certificates for the
initial Distribution Date will equal approximately 0.048% per annum. The
Pass-Through Rate applicable to the Class X-1 Certificates for each Distribution
Date subsequent to the initial Distribution Date will equal the weighted average
of the respective strip rates (the "Class X-1 Strip Rates") at which interest
accrues from time to time on the respective components of the total Notional
Amount of the Class X-1 Certificates outstanding immediately prior to the
related Distribution Date (weighted on the basis of the respective balances of
such components outstanding immediately prior to such Distribution Date). Each
of those components will be comprised of all or a designated portion of the
Certificate Balance of one of the classes of the Principal Balance Certificates.
In general, the Certificate Balance of each class of Principal Balance
Certificates will constitute a separate component of the total Notional Amount
of the Class X-1 Certificates; provided that, if a portion, but not all, of the
Certificate Balance of any particular class of Principal Balance Certificates is
identified under "--Certificate Balances" above as being part of the total
Notional Amount of the Class X-2 Certificates immediately prior to any
Distribution Date, then that identified portion of such Certificate Balance will
also represent one or more separate components of the total Notional Amount of
the Class X-1 Certificates for purposes of calculating the accrual of interest
for the related Distribution Date, and the remaining portion of such Certificate
Balance will represent one or more other separate components of the Class X-1
Certificates for purposes of calculating the accrual of interest for the related
Distribution Date. For any Distribution Date occurring in or before July 2013,
on any particular component of the total Notional Amount of the Class X-1
Certificates immediately prior to the related Distribution Date, the applicable
Class X-1 Strip Rate will be calculated as follows:

         o     if such particular component consists of the entire Certificate
               Balance (or a designated portion of that certificate balance) of
               any class of Principal Balance Certificates, and if such entire
               Certificate Balance (or that designated portion) also constitutes
               a component of the total Notional Amount of the Class X-2
               Certificates immediately prior to the related Distribution Date,
               then the applicable Class X-1 Strip Rate will equal the excess,
               if any, of (a) the Weighted Average Net Mortgage Rate for such
               Distribution Date, over (b) the greater of (i) the rate per annum
               corresponding to such Distribution Date as set forth on Schedule
               B attached to this prospectus supplement and (ii) the
               Pass-Through Rate for such Distribution Date for such class of
               Principal Balance Certificates; and

         o     if such particular component consists of the entire Certificate
               Balance (or a designated portion of that certificate balance) of
               any class of Principal Balance Certificates, and if such entire
               Certificate Balance (or that designated portion) does not also
               constitute a component of the total Notional Amount of the Class
               X-2 Certificates immediately prior to the related Distribution
               Date, then the applicable Class X-1 Strip Rate will equal the
               excess, if any, of (a) the Weighted Average Net Mortgage Rate for
               such Distribution Date, over (b) the Pass-Through Rate for such
               Distribution Date for such class of Principal Balance
               Certificates.

         For any Distribution Date occurring after July 2013, the Certificate
Balance of each class of Principal Balance Certificates will constitute a
separate component of the total Notional Amount of the Class X-1 Certificates,

                                      S-76


and the applicable Class X-1 Strip Rate with respect to each such component for
each such Distribution Date will equal the excess, if any, of (a) the Weighted
Average Net Mortgage Rate for such Distribution Date, over (b) the Pass-Through
Rate for such Distribution Date for such class of Principal Balance
Certificates. Under no circumstances will any Class X-1 Strip Rate be less than
zero.

         The Class E Certificates will, at all times, accrue interest at a per
annum rate equal to the Weighted Average Net Mortgage Rate less 0.097%. The
Class F, Class G and Class H Certificates will, at all times, accrue interest at
a per annum rate equal to the Weighted Average Net Mortgage Rate. The Class J,
Class K, Class L, Class M, Class N, Class O and Class P Certificates will, at
all times, accrue interest at a per annum rate equal to the lesser of 4.685% and
the Weighted Average Net Mortgage Rate.

         The Administrative Cost Rate for each mortgage loan is presented in
Appendix II. The Administrative Cost Rate will be payable on the Scheduled
Principal Balance of each mortgage loan outstanding from time to time. The
Administrative Cost Rate applicable to a mortgage loan in any month will be
determined using the same interest accrual basis on which interest accrues under
the terms of such mortgage loan.

DISTRIBUTIONS

General

         Distributions on or with respect to the certificates will be made by
the paying agent, to the extent of available funds, and in accordance with the
manner and priority presented in this prospectus supplement, on each
Distribution Date, commencing in August 2005. Except as otherwise described
below, all such distributions will be made to the persons in whose names the
certificates are registered at the close of business on the related Record Date.
Every distribution will be made by wire transfer in immediately available funds
to the account specified by the Certificateholder at a bank or other entity
having appropriate facilities therefor, if such Certificateholder will have
provided the paying agent with wiring instructions on or before the related
Record Date, or otherwise by check mailed to such Certificateholder.

         The final distribution on any certificate will be determined without
regard to any possible future reimbursement of any Realized Losses or Expense
Losses previously allocated to such certificate. The final distribution will be
made in the same manner as earlier distributions, but only upon presentation and
surrender of such certificate at the location that will be specified in a notice
of the pendency of such final distribution. Any distribution that is to be made
with respect to a certificate in reimbursement of a Realized Loss or Expense
Loss previously allocated to such certificate, which reimbursement is to occur
after the date on which such certificate is surrendered as contemplated by the
preceding sentence, will be made by check mailed to the Certificateholder that
surrendered such certificate. The likelihood of any such distribution is remote.
All distributions made on or with respect to a class of certificates will be
allocated pro rata among such certificates based on their respective Percentage
Interests in such Class.

The Available Distribution Amount

         With respect to any Distribution Date, distributions of interest on and
principal of the certificates will be made from the Available Distribution
Amount for that Distribution Date.

         With respect to the Distribution Date occurring in each January, other
than a leap year, and each February, the Interest Reserve Amount will be
deposited into the Interest Reserve Account in respect of each Interest Reserve
Loan in an amount equal to one day's interest at the related Net Mortgage Rate
on its principal balance as of the Due Date in the month in which such
Distribution Date occurs, to the extent a Scheduled Payment or P&I Advance is
timely made for such Due Date. For purposes of this calculation, the Net
Mortgage Rate for those months will be calculated without regard to any
adjustment for Interest Reserve Amounts or the interest accrual basis as
described in the definition of "Net Mortgage Rate" in the "Glossary of Terms."
With respect to the Distribution Date occurring in March of each year, the
paying agent will withdraw an amount from the Interest Reserve Account in
respect of each Interest Reserve Loan equal to the related Interest Reserve
Amount from the preceding January

                                      S-77


(commencing in 2006), if applicable, and February (commencing in 2006), and the
withdrawn amount is to be included as part of the Available Distribution Amount
for such Distribution Date.

         With respect to the one (1) mortgage loan that was originated in July
2005 and has its first Due Date in September 2005, the Depositor has agreed to
deposit $149,023.89 into the Certificate Account on the Closing Date, which
amount represents one month's interest on the initial principal balance of such
mortgage loan, and which amount will be distributable to Certificateholders on
the first Distribution Date in August 2005.

Application of the Available Distribution Amount

         On each Distribution Date, except as described under "--Optional
Termination" below, for so long as any class of offered certificates remains
outstanding, the paying agent will apply the Available Distribution Amount other
than Excess Interest and Excess Liquidation Proceeds, if any for such date for
the following purposes and in the following order of priority:

         (i)      to the holders of the Class A-1, Class A-2, Class A-3, Class
                  A-AB, Class A-4, Class X-1 and Class X-2 Certificates, the
                  Distributable Certificate Interest Amount in respect of each
                  such class for such Distribution Date, pro rata, in proportion
                  to the Distributable Certificate Interest Amount payable in
                  respect of each such Class, provided that interest distributed
                  to the Class A-4 Certificates will be applied first to the
                  Class A-4A Certificates up to its interest entitlements and
                  then to the Class A-4B Certificates up to its interest
                  entitlements;

         (ii)     to the holders of the Class A-AB Certificates, the Principal
                  Distribution Amount for such Distribution Date until the
                  Certificate Balance of the Class A-AB Certificates has been
                  reduced to the Planned Principal Balance for such Distribution
                  Date;

         (iii)    upon payment to the Class A-AB Certificates of the above
                  distribution, to the holders of the Class A-1 Certificates,
                  the Principal Distribution Amount for such Distribution Date
                  until the aggregate Certificate Balance of the Class A-1
                  Certificates has been reduced to zero; the portion of the
                  Principal Distribution Amount distributed under this payment
                  priority will be reduced by any portion of the Principal
                  Distribution Amount distributed to the holders of the Class
                  A-AB Certificates (in respect of the Planned Principal
                  Balance);

         (iv)     upon payment in full of the aggregate Certificate Balance of
                  the Class A-1 Certificates, to the holders of the Class A-2
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class A-2 Certificates has been reduced to zero; the
                  portion of the Principal Distribution Amount distributed under
                  this payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A-AB (in respect of the Planned Principal Balance)
                  and Class A-1 Certificates;

         (v)      upon payment in full of the aggregate Certificate Balance of
                  the Class A-2 Certificates, to the holders of the Class A-3
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class A-3 Certificates has been reduced to zero; the
                  portion of the Principal Distribution Amount distributed under
                  this payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A-AB (in respect of the Planned Principal Balance),
                  Class A-1 and Class A-2 Certificates;

         (vi)     upon payment in full of the aggregate Certificate Balance of
                  the Class A-3 Certificates, to the holders of the Class A-AB
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class A-AB Certificates has been reduced to zero; the
                  portion of the Principal Distribution Amount distributed under
                  this payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A-AB (in respect of the Planned Principal Balance),
                  Class A-1, Class A-2 and Class A-3 Certificates;

                                      S-78


         (vii)    upon payment in full of the aggregate Certificate Balance of
                  the Class A-3 and Class A-AB Certificates, to the holders of
                  the Class A-4A Certificates, the Principal Distribution Amount
                  for such Distribution Date until the aggregate Certificate
                  Balance of the Class A-4A Certificates has been reduced to
                  zero; the portion of the Principal Distribution Amount
                  distributed under this payment priority will be reduced by any
                  portion of the Principal Distribution Amount distributed to
                  the holders of the Class A-1, Class A-2, Class A-3 and Class
                  A-AB Certificates;

         (viii)   upon payment in full of the aggregate Certificate Balance of
                  the Class A-4A Certificates, to the holders of the Class A-4B
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class A-4B Certificates has been reduced to zero; the
                  portion of the Principal Distribution Amount distributed under
                  this payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4A
                  Certificates;

         (ix)     to the holders of the Class A Senior Certificates and the
                  Class X Certificates, pro rata in proportion to their
                  respective entitlements to reimbursement described in this
                  clause, to reimburse them for any Realized Losses or Expense
                  Losses previously allocated to such certificates and for which
                  reimbursement has not previously been fully paid (in the case
                  of the Class X Certificates, insofar as Realized Losses or
                  Expense Losses have resulted in shortfalls in the amount of
                  interest distributed, other than by reason of a reduction of
                  the Notional Amount), plus interest on such Realized Losses or
                  Expense Losses, at one-twelfth the applicable Pass-Through
                  Rate, provided that such amounts in respect of the Class A-4
                  Certificates will be allocated first to the Class A-4A
                  Certificates until such unreimbursed losses are reimbursed,
                  together with all interest at the applicable Pass-Through
                  Rate, and then to the Class A-4B Certificates;

         (x)      to the holders of the Class A-J Certificates, the
                  Distributable Certificate Interest Amount in respect of such
                  class of certificates for such Distribution Date;

         (xi)     upon payment in full of the aggregate Certificate Balance of
                  the Class A-4B Certificates, to the holders of the Class A-J
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class A-J Certificates has been reduced to zero; the
                  portion of the Principal Distribution Amount distributed under
                  this payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A Senior Certificates;

         (xii)    to the holders of the Class A-J Certificates, to reimburse
                  them for any Realized Losses or Expense Losses previously
                  allocated to such class of certificates and for which
                  reimbursement has not previously been fully paid, plus
                  interest on such Realized Losses or Expense Losses, at
                  one-twelfth the applicable Pass-Through Rate;

         (xiii)   to the holders of the Class B Certificates, the Distributable
                  Certificate Interest Amount in respect of such class of
                  certificates for such Distribution Date;

         (xiv)    upon payment in full of the aggregate Certificate Balance of
                  the Class A-J Certificates, to the holders of the Class B
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class B Certificates has been reduced to zero; the portion
                  of the Principal Distribution Amount distributed under this
                  payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A Senior and Class A-J Certificates;

         (xv)     to the holders of the Class B Certificates, to reimburse them
                  for any Realized Losses or Expense Losses previously allocated
                  to such class of certificates and for which reimbursement has
                  not previously been fully paid, plus interest on such Realized
                  Losses or Expense Losses, at one-twelfth the applicable
                  Pass-Through Rate;

                                      S-79


         (xvi)    to the holders of the Class C Certificates, the Distributable
                  Certificate Interest Amount in respect of such class of
                  certificates for such Distribution Date;

         (xvii)   upon payment in full of the aggregate Certificate Balance of
                  the Class B Certificates, to the holders of the Class C
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class C Certificates has been reduced to zero; the portion
                  of the Principal Distribution Amount distributed under this
                  payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A Senior, Class A-J and Class B Certificates;

         (xviii)  to the holders of the Class C Certificates, to reimburse them
                  for any Realized Losses or Expense Losses previously allocated
                  to such class of certificates and for which reimbursement has
                  not previously been fully paid, plus interest on such Realized
                  Losses or Expense Losses, at one-twelfth the applicable
                  Pass-Through Rate;

         (xix)    to the holders of the Class D Certificates, the Distributable
                  Certificate Interest Amount in respect of such class of
                  certificates for such Distribution Date;

         (xx)     upon payment in full of the aggregate Certificate Balance of
                  the Class C Certificates, to the holders of the Class D
                  Certificates, the Principal Distribution Amount for such
                  Distribution Date until the aggregate Certificate Balance of
                  the Class D Certificates has been reduced to zero; the portion
                  of the Principal Distribution Amount distributed under this
                  payment priority will be reduced by any portion of the
                  Principal Distribution Amount distributed to the holders of
                  the Class A Senior, the Class A-J, Class B and Class C
                  Certificates;

         (xxi)    to the holders of the Class D Certificates, to reimburse them
                  for any Realized Losses or Expense Losses previously allocated
                  to such class of certificates and for which reimbursement has
                  not previously been fully paid, plus interest on such Realized
                  Losses or Expense Losses, at one-twelfth the applicable
                  Pass-Through Rate; and

         (xxii)   to make payments to the holders of the private certificates
                  (other than the Class X-1 Certificates and the Class X-2
                  Certificates) as contemplated below.

         Notwithstanding the foregoing, on each Distribution Date occurring on
or after the date, if any, upon which the aggregate Certificate Balance of all
Classes of Subordinate Certificates has been reduced to zero, or the aggregate
Appraisal Reduction in effect is greater than or equal to the aggregate
Certificate Balance of all Classes of Subordinate Certificates, the Principal
Distribution Amount will be distributed:

o    first, to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
     Certificates, in proportion to their respective Certificate Balances, in
     reduction of their respective Certificate Balances, until the aggregate
     Certificate Balance of each such Class is reduced to zero, provided that
     Principal Distribution Amounts distributed to the Class A-4 Certificates
     will be applied first to the Class A-4A Certificates until the aggregate
     Certificate Balance of such Class is reduced to zero and then to the Class
     A-4B Certificates until the aggregate Certificate Balance of such Class is
     reduced to zero; and

o    second, to the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
     Certificates, based on their respective entitlements to reimbursement, for
     the unreimbursed amount of Realized Losses and Expense Losses previously
     allocated to such Classes, plus interest on such Realized Losses or Expense
     Losses, at one-twelfth the applicable Pass-Through Rate, provided that such
     amounts with respect to the Class A-4 Certificates will be allocated first
     to the Class A-4A Certificates until such unreimbursed losses are
     reimbursed, together with all interest at the applicable Pass-Through Rate,
     and then to the Class A-4B Certificates.

         On each Distribution Date, following the above-described distributions
on the offered certificates and the Class X-1 Certificates and the Class X-2
Certificates, the paying agent will apply the remaining portion, if any, of the
Available Distribution Amount for such date to make payments to the holders of
each of the respective classes of

                                      S-80


private certificates, other than the Class X-1 Certificates, the Class X-2
Certificates and Residual Certificates, in alphabetical order of Class
designation, in each case for the following purposes and in the following order
of priority, that is, payments under clauses (1), (2) and (3) below, in that
order, to the holders of the Class E Certificates, then payments under clauses
(1), (2), and (3) below, in that order, to the holders of the Class F, Class G,
Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates:

         (1)      to pay interest to the holders of the particular class of
                  certificates, up to an amount equal to the Distributable
                  Certificate Interest Amount in respect of such class of
                  certificates for such Distribution Date;

         (2)      if the aggregate Certificate Balance of each other class of
                  Subordinate Certificates, if any, with an earlier alphabetical
                  Class designation has been reduced to zero, to pay principal
                  to the holders of the particular class of certificates, up to
                  an amount equal to the lesser of (a) the then outstanding
                  aggregate Certificate Balance of such class of certificates
                  and (b) the remaining Principal Distribution Amount for such
                  Distribution Date; and

         (3)      to reimburse the holders of the particular class of
                  certificates, up to an amount equal to (a) all Realized Losses
                  and Expense Losses, if any, previously allocated to such class
                  of certificates and for which no reimbursement has previously
                  been paid, plus (b) all unpaid interest on such amounts, at
                  one-twelfth the Pass-Through Rate of such Classes.

         Any portion of the Available Distribution Amount for any Distribution
Date that is not otherwise payable to the holders of REMIC Regular Certificates
as contemplated above, will be paid to the holders of the Class R-I
Certificates, and any amount of Excess Interest on deposit in the Excess
Interest Sub-account for the related Collection Period will be paid to holders
of the Class P Certificates (regardless of whether the Certificate Balance of
such Class has been reduced to zero).

         Excess Liquidation Proceeds will be deposited into the Reserve Account.
On each Distribution Date, amounts on deposit in the Reserve Account will be
used, first, to reimburse the holders of the Principal Balance Certificates --
in order of alphabetical Class designation -- for any, and to the extent of,
Realized Losses and Expense Losses, including interest on Advances, previously
allocated to them; and second, upon the reduction of the aggregate Certificate
Balance of the Principal Balance Certificates to zero, to pay any amounts
remaining on deposit in such account to the special servicer as additional
special servicer compensation.

Class A-AB Planned Principal Balance

         On each Distribution Date, the Class A-AB Certificates have priority
with respect to receiving distributions of principal to reduce its Certificate
Balance to the Planned Principal Balance for such Distribution Date as described
in "--Distributions--Application of the Available Distribution Amount" above.
The "Planned Principal Balance" for any Distribution Date is the balance shown
for such Distribution Date in the table set forth in Schedule A to this
prospectus supplement. Such balances were calculated using, among other things,
the Structuring Assumptions. Based on such assumptions, the Certificate Balance
of the Class A-AB Certificates on each Distribution Date would be reduced to the
balance indicated for such Distribution Date on Schedule A. There is no
assurance, however, that the mortgage loans will perform in conformity with the
Structuring Assumptions. Therefore, there can be no assurance that the
Certificate Balance of the Class A-AB Certificates on any Distribution Date will
be equal to the balance that is specified for such Distribution Date on Schedule
A. In general, once the Certificate 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 Principal Distribution Amount will be distributed to
the Class A-AB Certificates until the Certificate Balance of the Class A-AB
Certificates is reduced to zero.

Distributions of Prepayment Premiums and Yield Maintenance Charges

         On any Distribution Date, Prepayment Premiums or Yield Maintenance
Charges relating to a mortgage loan in the trust and collected during the
related Collection Period will be distributed by the paying agent on the classes
of certificates as follows: to the holders of each of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class

                                      S-81


A-4A, Class A-4B, Class A-J, Class B, Class C, Class D, Class E, Class F, Class
G and Class H Certificates then entitled to distributions of principal on such
Distribution Date, an amount equal to the product of (a) a fraction, the
numerator of which is the amount distributed as principal to the holders of that
class on that Distribution Date, and the denominator of which is the total
amount distributed as principal to the holders of all classes of certificates on
that Distribution Date, (b) the Base Interest Fraction for the related principal
prepayment and that class and (c) the aggregate amount of such Prepayment
Premiums or Yield Maintenance Charges collected during the related Collection
Period. Any Prepayment Premiums or Yield Maintenance Charges relating to a
mortgage loan in the trust and collected during the related Collection Period
remaining after those distributions will be distributed to the holders of the
Class X Certificates. On any Distribution Date on or before the Distribution
Date in July 2010, 60% of such Prepayment Premiums or Yield Maintenance Charges
remaining after those distributions will be distributed to the holders of the
Class X-1 Certificates and 40% of the Prepayment Premiums or Yield Maintenance
Charges remaining after those distributions will be distributed to the holders
of the Class X-2 Certificates. After the Distribution Date in July 2010, any of
such Prepayment Premiums or Yield Maintenance Charges remaining after those
distributions will be distributed to the holders of the Class X-1 Certificates.

         No Prepayment Premiums or Yield Maintenance Charges will be distributed
to holders of the Class J, Class K, Class L, Class M, Class N, Class O and Class
P Certificates or the Residual Certificates. Any Prepayment Premiums or Yield
Maintenance Charges distributed to holders of a class of certificates may not be
sufficient to compensate those holders for any loss in yield attributable to the
related principal prepayments.

Treatment of REO Properties

         Notwithstanding that any mortgaged property may be acquired as part of
the trust through foreclosure, deed in lieu of foreclosure or otherwise, the
related mortgage loan will, for purposes of, among other things, determining
Pass-Through Rates of, distributions on and allocations of Realized Losses and
Expense Losses to the certificates, as well as the amount of Master Servicing
Fees, Primary Servicing Fees, Excess Servicing Fees, Trustee Fees and Special
Servicing Fees payable under the Pooling and Servicing Agreement, be treated as
having remained outstanding until such REO Property is liquidated. In connection
therewith, operating revenues and other proceeds derived from such REO Property,
exclusive of related operating costs, will be "applied" by the master servicer
as principal, interest and other amounts "due" on such mortgage loan; and,
subject to the recoverability determination described under "--Advances" below
and the effect of any Appraisal Reductions described under "--Appraisal
Reductions" below, the master servicer will be required to make P&I Advances in
respect of such mortgage loan, in all cases as if such mortgage loan had
remained outstanding. References to mortgage loan and mortgage loans in the
definitions of Weighted Average Net Mortgage Rate and Principal Distribution
Amount are intended to include any mortgage loan or mortgage loans as to which
the related mortgaged property has become an REO Property.

Appraisal Reductions

         Not later than the earliest Appraisal Event with respect to any
mortgage loan, Loan Pair or A/B Mortgage Loan serviced under the Pooling and
Servicing Agreement, the special servicer is required to obtain an MAI
appraisal, if the Scheduled Principal Balance of the mortgage loan, Loan Pair or
A/B Mortgage Loan is greater than $2,000,000, or at its option, if the Scheduled
Principal Balance of the mortgage loan, Loan Pair or A/B Mortgage Loan is equal
to or less than $2,000,000, either obtain an MAI appraisal or perform an
internal valuation of the related mortgaged property or REO Property, as the
case may be. However, the special servicer, in accordance with the Servicing
Standard, need not obtain either the MAI appraisal or the internal valuation if
such an appraisal or valuation had been obtained within the prior twelve months.
Notwithstanding the foregoing, an updated appraisal will not be required so long
as a debt service reserve, letter of credit, guaranty or surety bond is
available and has the ability to pay off the then unpaid principal balance of
the mortgage loan in full except to the extent that the Special Servicer, in
accordance with the Servicing Standard, determines that obtaining an appraisal
is in the best interests of the Certificateholders.

         As a result of such appraisal or internal valuation, an Appraisal
Reduction may be created. An Appraisal Reduction will be reduced to zero as of
the date the related mortgage loan, Loan Pair or A/B Mortgage Loan is brought
current under the then current terms of the mortgage loan, Loan Pair or A/B
Mortgage Loan for at least three consecutive months. No Appraisal Reduction will
exist as to any mortgage loan, Loan Pair or A/B Mortgage

                                      S-82


Loan after it has been paid in full, liquidated, repurchased or otherwise
disposed of. An appraisal for any mortgage loan, Loan Pair or A/B Mortgage Loan
that has not been brought current for at least three consecutive months (or paid
in full, liquidated, repurchased or otherwise disposed of) will be updated
annually for so long as an Appraisal Reduction exists, with a corresponding
adjustment to the amount of the related Appraisal Reduction. In addition, the
Operating Adviser may at any time request the special servicer to obtain - at
the Operating Adviser's expense - an updated appraisal, with a corresponding
adjustment to the amount of the Appraisal Reduction (including, without
limitation, any request of a B Note holder with respect to the related A/B
Mortgage Loan (or Operating Adviser on their behalf) if there shall have been a
determination that such holder will no longer be the directing holder).

         The existence of an Appraisal Reduction will proportionately reduce the
master servicer's, the trustee's or the fiscal agent's, as the case may be,
obligation to make P&I Advances in respect of the related mortgage loan, which
will generally result in a reduction in current distributions in respect of the
then most subordinate Class or Classes of Principal Balance Certificates. See
"--Advances--P&I Advances" below.

         Each Non-Serviced Mortgage Loan is subject to provisions in its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement relating to appraisal
reductions that are substantially similar to the provisions set forth above. The
existence of an appraisal reduction under such Non-Serviced Mortgage Loan
Pooling and Servicing Agreement in respect of a Non-Serviced Mortgage Loan will
proportionately reduce the interest component of the amount of the P&I Advances
(including any advances to be made on such Non-Serviced Mortgage Loan under the
Non-Serviced Mortgage Loan Pooling and Servicing Agreement) to be made in
respect of the applicable mortgage loan. This will generally result in a
reduction in current distributions in respect of the then most subordinate Class
or Classes of Principal Balance Certificates.

Subordination; Allocation of Losses and Certain Expenses

         As and to the extent described herein, the rights of holders of the
Subordinate Certificates to receive distributions of amounts collected or
advanced on the mortgage loans will be subordinated, to the extent described
herein, to the rights of holders of the Senior Certificates, and to the rights
of the holders of each other class of Subordinate Certificates with an earlier
alphabetical Class designation. This subordination is intended to enhance the
likelihood of timely receipt by the holders of the Senior Certificates of the
full amount of all interest payable in respect of the Senior Certificates on
each Distribution Date, and the ultimate receipt by the holders of each class of
Class A Senior Certificates of principal in an amount equal to the entire
Certificate Balance of the Class A Senior Certificates.

         Similarly, but to decreasing degrees and in alphabetical order of Class
designation, this subordination is also intended to enhance the likelihood of
timely receipt by the holders of the Subordinate Certificates, other than the
Class P Certificates, which do not have the benefit of any effective
subordination, of the full amount of interest payable in respect of such Classes
of certificates on each Distribution Date, and the ultimate receipt by such
holders of principal equal to, in each case, the entire Certificate Balance of
such class of certificates. This subordination will be accomplished by the
application of the Available Distribution Amount on each Distribution Date in
accordance with the order of priority described above under "--Application of
the Available Distribution Amount" and by the allocation of Realized Losses and
Expense Losses as described below. No other form of credit support will be
available for the benefit of the holders of the certificates.

         Allocation to the Class A Senior Certificates, for so long as they are
outstanding, of the entire Principal Distribution Amount for each Distribution
Date will generally have the effect of reducing the Certificate Balance of those
Classes at a faster rate than would be the case if principal payments were
allocated pro rata to all Classes of certificates with Certificate Balances.
Thus, as principal is distributed to the holders of the Class A Senior
Certificates, the percentage interest in the trust evidenced by the Class A
Senior Certificates will be decreased, with a corresponding increase in the
percentage interest in the trust evidenced by the Subordinate Certificates,
thereby increasing, relative to their respective Certificate Balances, the
subordination afforded the Class A Senior Certificates by the Subordinate
Certificates.

         Following retirement of the Class A Senior Certificates, the successive
allocation to the Subordinate Certificates, in alphabetical order of Class
designation, in each case until such Class is paid in full, of the entire

                                      S-83


Principal Distribution Amount for each Distribution Date will provide a similar
benefit to each such class of certificates as regards the relative amount of
subordination afforded by the other Classes of Certificates with later
alphabetical Class designations.

         Realized Losses of principal and interest on the mortgage loans and
Expense Losses for any Distribution Date, to the extent not previously allocated
and net of amounts, if any, on deposit in the Reserve Account, will be allocated
to the Class P, Class O, Class N, Class M, Class L, Class K, Class J, Class H,
Class G, Class F, Class E, Class D, Class C, Class B and Class A-J Certificates,
in that order, and then to the Class A-1, Class A-2, Class A-3, Class A-AB and
Class A-4 Certificates, pro rata, and, solely with respect to losses of interest
(other than as a reduction of the Notional Amount), to the Class X-1 and Class
X-2 Certificates, pro rata with each other and with the Class A Senior
Certificates, in each case reducing principal and/or interest otherwise payable
thereon, provided that losses allocated to the Class A-4 Certificates will be
applied first to the Class A-4B Certificates and then to the Class A-4A
Certificates.

         Any reimbursements of advances determined to be nonrecoverable (and
interest on such advances) that are made in any collection period from
collections or advances of principal that (in the absence of the reductions that
we describe under the definition of "Principal Distribution Amount" in the
"Glossary of Terms" in this prospectus supplement) would otherwise be included
in the total amount of principal distributable to certificateholders for the
related distribution date, will create a deficit (or increase an
otherwise-existing deficit) between the total principal balance of the mortgage
pool (net of advances of principal) and the total principal balance of the
certificates. The related reimbursements and payments made during any collection
period will therefore result in the allocation of those amounts (in reverse
sequential order in accordance with the loss allocation rules described in the
preceding paragraph) to reduce the principal balances of the Principal Balance
Certificates (without accompanying principal distributions) on the distribution
date for that collection period.

         Any shortfall in the amount of the Distributable Certificate Interest
Amount paid to the Certificateholders of any class of certificates on any
Distribution Date will result in Unpaid Interest for such Class, which will be
distributable in subsequent periods to the extent of funds available therefor.

         Realized Losses with respect to Non-Serviced Mortgage Loans will equal
a pro rata share (based on principal balance) of the amount of any loss
calculated with respect to such mortgage loans and the related Non-Serviced
Companion Mortgage Loans. Any additional trust expenses under the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement that are similar to
those expenses resulting in Expense Losses and that relate to any Non-Serviced
Mortgage Loan Group containing a Non-Serviced Mortgage Loan B Note are to be
paid first out of collections on, and other proceeds of, any related
Non-Serviced Mortgage Loan B Note, to the extent permitted under the related
intercreditor agreement, and then, pro rata, out of collections on, and other
proceeds of, the Non-Serviced Mortgage Loan and the Non-Serviced Companion
Mortgage Loans.

         Realized Losses with respect to any Serviced Pari Passu Mortgage Loan
will equal a pro rata share (based on principal balance) of the amount of any
loss calculated with respect to such Serviced Pari Passu Mortgage Loan and the
one or more related Serviced Companion Mortgage Loans. Any additional trust
expenses under the Pooling and Servicing Agreement that are Expense Losses are
to be paid, pro rata, out of collections on, and other proceeds of, any Serviced
Pari Passu Mortgage Loan and the one or more related Serviced Companion Mortgage
Loans.

         Realized Losses with respect to any A/B Mortgage Loan are to be
allocated, and expenses are to be paid, first out of collections on, and other
proceeds of, the related B Note and then out of collections on, and other
proceeds of, the A Note.

Prepayment Interest Shortfalls and Prepayment Interest Excesses

         If the aggregate Prepayment Interest Shortfalls on all mortgage loans
other than Specially Serviced Mortgage Loans exceed the aggregate Prepayment
Interest Excesses for such mortgage loans for the Collection Period related to a
Distribution Date, the Master Servicing Fee and certain other compensation
payable to the master servicer will be reduced by the amount of any Compensating
Interest. See "Servicing of the Mortgage Loans--The Master Servicer--Master
Servicer Compensation" in this prospectus supplement.

                                      S-84


         Any Net Aggregate Prepayment Interest Shortfall for a Distribution Date
will be allocated to each Class of certificates, pro rata, in proportion to the
amount of Accrued Certificate Interest payable to such Class on such
Distribution Date, in each case reducing interest otherwise payable thereon. The
Distributable Certificate Interest Amount in respect of any Class of
certificates will be reduced to the extent any Net Aggregate Prepayment Interest
Shortfalls are allocated to such Class of certificates. See "Servicing of the
Mortgage Loans--The Master Servicer--Master Servicer Compensation" in this
prospectus supplement.

         On any Distribution Date, to the extent that the aggregate Prepayment
Interest Excesses on all mortgage loans other than Specially Serviced Mortgage
Loans exceed the aggregate Prepayment Interest Shortfalls for such mortgage
loans for such Distribution Date, the excess amount will be payable to the
master servicer as additional servicing compensation. Likewise, to the extent
that the aggregate Prepayment Interest Excesses on all Specially Serviced
Mortgage Loans exceed the aggregate Prepayment Interest Shortfalls for such
mortgage loans for such Distribution Date, the excess amount will be payable to
the special servicer as additional servicing compensation.

         In the case of any mortgage loan that provides for a Due Date
(including applicable grace periods) that occurs after the Determination Date
occurring in the month of such Due Date, the master servicer will be required to
remit to the trustee (for inclusion in the Available Distribution Amount for the
distributions occurring in such month) any Principal Prepayments and Balloon
Payments that are received by the master servicer (from the borrower or the
primary servicer) after the Determination Date but on or before the third
business day prior to the related Distribution Date.

OPTIONAL TERMINATION

         The holders of a majority of the controlling class, the master
servicer, the special servicer and the holder of the majority interest in the
Class R-I Certificates, in that order, will have the option to purchase, in
whole but not in part, the mortgage loans and any other property remaining in
the trust on any Distribution Date on or after the Distribution Date on which
the aggregate principal balance of the mortgage loans is less than or equal to
1% of the Initial Pool Balance.

         The purchase price for any such purchase will be 100% of the aggregate
unpaid principal balances of the mortgage loans, other than any mortgage loans
as to which the master servicer has determined that all payments or recoveries
with respect to such mortgage loans have been made, plus accrued and unpaid
interest at the mortgage rate--or the mortgage rate less the Master Servicing
Fee Rate if the master servicer is the purchaser--to the Due Date for each
mortgage loan ending in the Collection Period with respect to which such
purchase occurs, plus unreimbursed Advances, with interest thereon at the
Advance Rate, and the fair market value of any other property remaining in the
trust. The optional termination of the trust must be conducted so as to
constitute a "qualified liquidation" of each REMIC under Section 860F of the
Code.

         Upon any such termination, the purchase price for the mortgage loans
and the other property in the trust will be applied to pay accrued and unpaid
interest on and reduce the Certificate Balance of all outstanding Classes to
zero in the manner provided under "Description of the Offered
Certificates--Distributions--Application of the Available Distribution Amount"
in this prospectus supplement. Notice of any optional termination must be mailed
by the paying agent on behalf of trustee to the Certificateholders and the
Rating Agencies upon the receipt of written notice of such optional termination
by the trustee and the paying agent.

         ANY SUCH TERMINATION WILL HAVE AN ADVERSE EFFECT ON THE YIELD OF ANY
OUTSTANDING OFFERED CERTIFICATES PURCHASED AT A PREMIUM. SEE "YIELD, PREPAYMENT
AND MATURITY CONSIDERATIONS" IN THIS PROSPECTUS SUPPLEMENT.

ADVANCES

P&I Advances

         On the business day prior to each Distribution Date, the master
servicer will be obligated to make a P&I Advance in respect of each mortgage
loan, subject to the following paragraph, but only to the extent that the master

                                      S-85


servicer or the special servicer has not determined, in its sole discretion,
exercised in good faith, that the amount so advanced, plus interest expected to
accrue thereon, would be nonrecoverable from subsequent payments or collections,
including Insurance Proceeds and Liquidation Proceeds, in respect of the related
mortgage loan, and only until such mortgage loan has been liquidated; provided,
however, that the amount of any P&I Advance required to be advanced by the
master servicer with respect to interest on such a mortgage loan as to which
there has been an Appraisal Reduction will be an amount equal to the product of:

o    the amount of interest required to be advanced by the master servicer
     without giving effect to this sentence; and

o    a fraction, the numerator of which is the Scheduled Principal Balance of
     such mortgage loan as of the immediately preceding Determination Date less
     any Appraisal Reduction in effect with respect to such mortgage loan (or,
     in the case of a Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage
     Loan, the portion of the Appraisal Reduction that is allocable to such
     Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage Loan, as
     applicable) and the denominator of which is the Scheduled Principal Balance
     of the mortgage loan as of such Determination Date.

         In addition, the master servicer will not in any event be required to
(i) advance prepayment or yield maintenance premiums, Excess Interest or default
interest, if any, or (ii) make any P&I Advances on any B Note, any Non-Serviced
Companion Mortgage Loans or any Serviced Companion Mortgage Loan.

         With respect to any mortgage loan that is delinquent in respect of its
Balloon Payment, including any REO Property as to which the related mortgage
loan provided for a Balloon Payment, P&I Advances will be required in an amount
equal to the Assumed Scheduled Payment, less the related Master Servicing Fee,
the Excess Servicing Fee, the Primary Servicing Fee and any other servicing fees
payable from such Assumed Scheduled Payment, subject to the same conditions and
limitations, as described above, that apply to P&I Advances of other Scheduled
Payments.

         The master servicer will be entitled to interest on P&I Advances, which
interest will accrue at the Advance Rate. This interest and any interest on
other Advances, including interest on servicing advances made by the applicable
Non-Serviced Mortgage Loan Master Servicer in respect of the related
Non-Serviced Mortgage Loan, will result in a reduction in amounts payable on the
certificates, to the extent that interest is not otherwise offset in accordance
with the Pooling and Servicing Agreement and any related Non-Serviced Mortgage
Loan Pooling and Servicing Agreement.

         P&I Advances and interest accrued thereon at the Advance Rate will be
reimbursable or payable from recoveries on the related mortgage loans and, to
the extent the master servicer or the special servicer determines in its sole
discretion, exercised in good faith, that a P&I Advance will not be ultimately
recoverable from related recoveries, from funds on deposit in the Certificate
Account and Distribution Account as described under "--Reimbursement of
Advances" below. In no event will the master servicer be required to make
aggregate P&I Advances with respect to any mortgage loan which, when including
the amount of interest accrued on such advances at the Advance Rate, equals an
amount greater than the Scheduled Principal Balance plus all overdue amounts on
such mortgage loan.

         Subject to certain exceptions, the right of the master servicer to
reimbursement or payment out of recoveries will be prior to the right of the
Certificateholders to receive any amounts recovered with respect to any mortgage
loan. If the master servicer fails to make a required P&I Advance, the trustee
is required to make such P&I Advance, and if the trustee fails to make a
required P&I Advance, the fiscal agent is required to make such P&I Advance,
each subject to the same limitations, and with the same rights, as described
above for the master servicer.

         Notwithstanding the foregoing, with respect to any Non-Serviced
Mortgage Loan, the master servicer, the trustee and fiscal agent will be
required to rely on the determination of any master servicer, trustee or fiscal
agent for the securitization of any related Non-Serviced Companion Mortgage Loan
that a particular advance with respect to principal or interest and relating to
such other securitization is, or would if made be, ultimately nonrecoverable
from collections on such Non-Serviced Mortgage Loan Group. The securitization
documents for a Non-Serviced Companion Mortgage Loan may provide for a
nonrecoverability determination that differs from the basis for

                                      S-86


determining nonrecoverability of P&I Advances on the mortgage loans by the
master servicer. Because of the foregoing, P&I Advances with respect to any
Non-Serviced Mortgage Loans as to which advancing is provided for under the
Pooling and Servicing Agreement could terminate earlier than would have been the
case if such determination were made solely pursuant to the Pooling and
Servicing Agreement.

Servicing Advances

         Servicing Advances, in all cases, will be reimbursable as described
below. The master servicer will be permitted to pay, or to direct the payment
of, certain servicing expenses directly out of the Certificate Account or
Distribution Account and under certain circumstances without regard to the
relationship between the expense and the funds from which it is being paid.

         With respect to the mortgaged properties securing the mortgage loans,
the master servicer will be obligated to make, and the special servicer may
make, Servicing Advances for, among other things, real estate taxes and
insurance premiums, to the extent that insurance coverage is available at
commercially reasonable rates and not paid by the related borrower, on a timely
basis and for collection or foreclosure costs, including reasonable attorneys
fees. With respect to REO Properties, the master servicer will be obligated to
make, and the special servicer may make, Servicing Advances, if necessary and to
the extent that funds from the operation of the related REO Property are
unavailable to pay any amounts due and payable, for:

o    insurance premiums, to the extent that insurance coverage is available at
     commercially reasonable rates;

o    items such as real estate taxes and assessments in respect of such REO
     Property that may result in the imposition of a lien;

o    any ground rents in respect of such REO Property; and

o    other costs and expenses necessary to maintain, manage or operate such REO
     Property.


         Notwithstanding the foregoing, the master servicer will be obligated to
make such Servicing Advances only to the extent that the master servicer or the
special servicer has not determined, as described below, that the amount so
advanced, plus interest expected to accrue thereon, would be nonrecoverable from
subsequent payments or collections, including Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds or proceeds of mortgage loan repurchases (or from
any other collections), in respect of such mortgage loan or REO Property.

         The master servicer and the special servicer may incur certain costs
and expenses in connection with the servicing of a mortgage loan, any Serviced
Companion Mortgage Loan, any B Note or the administration of REO Property.
Servicing Advances, including interest accrued thereon at the Advance Rate, will
be reimbursable from recoveries or collections on the related mortgage loan
(and, if applicable, the related Serviced Companion Mortgage Loan or B Note) or
REO Property. However, if the master servicer or the special servicer, as
applicable, determines, as described below, that any Servicing Advance
previously made, and accrued interest thereon at the Advance Rate, will not be
ultimately recoverable from such related recoveries, such advances will
generally be reimbursable from amounts on deposit in the Certificate Account or
Distribution Account as described under "--Reimbursement of Advances" below. If
the master servicer fails to make a required Servicing Advance, the trustee is
required to make such Servicing Advance, and if the trustee fails to make a
required Servicing Advance, the fiscal agent is required to make such Servicing
Advance, each subject to the same limitations, and with the same rights, as
described above for the master servicer.

         In general, none of the master servicer, the special servicer, the
trustee or the fiscal agent will be required to make any Servicing Advances with
respect to any Non-Serviced Mortgage Loan under the Pooling and Servicing
Agreement. Those advances will be made by the applicable Non-Serviced Mortgage
Loan Master Servicer, the applicable Non-Serviced Mortgage Loan Special Servicer
and/or another party under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement on generally the same terms and conditions as are applicable
under the Pooling and Servicing Agreement. If any Servicing Advances are made
with respect to any Non-Serviced

                                      S-87


Mortgage Loan Group under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, the party making that advance will be entitled to be
reimbursed with interest thereon.

Reimbursement of Advances

         Any monthly P&I Advance or Servicing Advance (in either case, with
interest) that has been determined to be nonrecoverable from the particular
mortgage loan to which it relates will be reimbursable from the Certificate
Account in the collection period in which the nonrecoverability determination is
made. Any reimbursement of nonrecoverable advances will be made first from
amounts in the Certificate Account that are allocable to principal received with
respect to the mortgage pool during the collection period in which the
reimbursement is made, prior to reimbursement from other collections (including
interest) received during that collection period (and similarly, in subsequent
periods, from principal first and then from other collections). If interest on
the mortgage loans is used to reimburse such nonrecoverable advances, then the
party entitled to such reimbursement has agreed to notify the rating agencies at
least fifteen (15) days prior to such use, unless circumstances exist which are
extraordinary in the sole discretion of such party. If the amount in the
Certificate Account allocable to principal received with respect to the mortgage
loans is insufficient to fully reimburse the party entitled to reimbursement,
then such party may elect at its sole option to defer reimbursement of the
portion that exceeds such amount allocable to principal (in which case interest
will continue to accrue on the unreimbursed portion of the advance). If a
monthly P&I Advance or Servicing Advance is made with respect to a mortgage loan
after a default thereon and the mortgage loan is thereafter worked out under
terms that do not provide for the repayment of those advances (together with
interest thereon) in full at the time of the workout (but such amounts become an
obligation of the borrower to be paid in the future), then such advance
(together with interest thereon), unless determined to be nonrecoverable, will
be reimbursable only from amounts in the Certificate Account that represent
principal on the mortgage loans (net of any principal used to reimburse any
nonrecoverable advance (together with interest thereon)). To the extent that the
reimbursement is made from principal, the Principal Distribution Amount
otherwise payable on the certificates on the related distribution date will be
reduced and, in the case of reimbursement of nonrecoverable advances (or
interest thereon), a Realized Loss will be allocated (in reverse sequential
order in accordance with the loss allocation rules described above under
"--Distributions--Subordination; Allocation of Losses and Certain Expenses") to
reduce the total principal balance of the certificates on that distribution
date. Any provision in the Pooling and Servicing Agreement for any Servicing
Advance or P&I Advance by the master servicer, the special servicer, the trustee
or the fiscal agent is intended solely to provide liquidity for the benefit of
the Certificateholders and not as credit support or otherwise to impose on any
such person or entity the risk of loss with respect to one or more of the
mortgage loans.

Nonrecoverable Advances

         The determination that any P&I Advance or Servicing Advance, previously
made or proposed to be made, would not be recoverable will be made in the sole
discretion of the master servicer or special servicer, as applicable (subject to
the reliance on the determination of nonrecoverability in respect of
Non-Serviced Mortgage Loans described above), exercising good faith, and is
required to be accompanied by an officer's certificate delivered to the trustee,
the special servicer or the master servicer (as applicable), the operating
adviser, the Rating Agencies, the paying agent and us (and the holders of the
Serviced Companion Mortgage Loan if the Servicing Advance relates to a Loan
Pair) and setting forth the reasons for such determination, with copies of
appraisals or internal valuations, if any, or other information that supports
such determination. The master servicer's or special servicer's determination of
nonrecoverability will be conclusive and binding upon the Certificateholders,
the trustee and the fiscal agent. The trustee and the fiscal agent will be
entitled to rely conclusively on any determination by the master servicer or
special servicer of nonrecoverability with respect to such Advance and will have
no obligation, but will be entitled, to make a separate determination of
recoverability.

                                      S-88


REPORTS TO CERTIFICATEHOLDERS; AVAILABLE INFORMATION

Paying Agent Reports

         Based solely on information provided in monthly reports prepared by the
master servicer and the special servicer and delivered to the trustee and the
paying agent, the paying agent will be required to provide or make available to
each Certificateholder on each Distribution Date:

         (a)   A statement (in the form of Appendix V) setting forth, to the
               extent applicable:

               (i)   the amount, if any, of such distributions to the holders of
                     each class of Principal Balance Certificates applied to
                     reduce the aggregate Certificate Balance of such class;

               (ii)  the amount of such distribution to holders of each class of
                     certificates allocable to (A) interest and (B) Prepayment
                     Premiums or Yield Maintenance Charges;

               (iii) the number of outstanding mortgage loans and the aggregate
                     principal balance and Scheduled Principal Balance of the
                     mortgage loans at the close of business on the related
                     Determination Date;

               (iv)  the number and aggregate Scheduled Principal Balance of
                     mortgage loans:

                     (A)   delinquent 30 to 59 days,

                     (B)   delinquent 60 to 89 days,

                     (C)   delinquent 90 days or more,

                     (D)   as to which foreclosure proceedings have been
                           commenced, or

                     (E)   as to which bankruptcy proceedings have been
                           commenced;

               (v)   with respect to any REO Property included in the trust, the
                     principal balance of the related mortgage loan as of the
                     date of acquisition of the REO Property and the Scheduled
                     Principal Balance of the mortgage loan;

               (vi)  as of the related Determination Date:

                     (A)   as to any REO Property sold during the related
                           Collection Period, the date of the related
                           determination by the special servicer that it has
                           recovered all payments which it expects to be finally
                           recoverable and the amount of the proceeds of such
                           sale deposited into the Certificate Account, and

                     (B)   the aggregate amount of other revenues collected by
                           the special servicer with respect to each REO
                           Property during the related Collection Period and
                           credited to the Certificate Account, in each case
                           identifying such REO Property by the loan number of
                           the related mortgage loan;

               (vii) the aggregate Certificate Balance or Notional Amount of
                     each class of certificates before and after giving effect
                     to the distribution made on such Distribution Date;

               (viii) the aggregate amount of Principal Prepayments made during
                     the related Collection Period;

                                      S-89


               (ix)  the Pass-Through Rate applicable to each class of
                     certificates for such Distribution Date;

               (x)   the aggregate amount of servicing fees paid to the master
                     servicer, the Primary Servicer and the special servicer and
                     the holders of the rights to Excess Servicing Fees;

               (xi)  the amount of Unpaid Interest, Realized Losses or Expense
                     Losses, if any, incurred with respect to the mortgage
                     loans, including a break out by type of such Expense Losses
                     on an aggregate basis;

               (xii) the aggregate amount of Servicing Advances and P&I Advances
                     outstanding, separately stated, that have been made by the
                     master servicer, the special servicer, the trustee and the
                     fiscal agent and the aggregate amount of Servicing Advances
                     and P&I Advances made by the applicable Non-Serviced
                     Mortgage Loan Master Servicer in respect of the
                     Non-Serviced Mortgage Loans;

               (xiii) the amount of any Appraisal Reductions effected during the
                     related Collection Period on a loan-by-loan basis and the
                     total Appraisal Reductions in effect as of such
                     Distribution Date; and

               (xiv) such other information and in such form as will be
                     specified in the Pooling and Servicing Agreement.

         (b)   A report containing information regarding the mortgage loans as
               of the end of the related Collection Period, which report will
               contain substantially the categories of information regarding the
               mortgage loans presented in Appendix I and will be presented in a
               tabular format substantially similar to the format utilized in
               Appendix I.

         The reports described in clauses (a) and (b) above may be combined into
one report for purposes of dissemination.

         In the case of information furnished pursuant to subclauses (a)(i),
(a)(ii) and (a)(xi) above, the amounts shall be expressed as a dollar amount per
$1,000 of original actual principal amount of the certificates for all
certificates of each applicable Class.

         The paying agent will make the foregoing reports and certain other
information available each month to any interested party via the paying agent's
website, which shall initially be located at www.ctslink.com/cmbs. In addition,
the paying agent will also make certain other additional reports available via
the paying agent's website on a restricted basis to the Depositor and its
designees, including the Financial Market Publishers, the Rating Agencies, the
parties to the Pooling and Servicing Agreement, the Underwriters,
Certificateholders and any prospective investors or beneficial owners of
certificates who provide the paying agent with an investor certification in the
form attached to the pooling and servicing agreement (which form may be
submitted electronically via the paying agent's website). For assistance with
the paying agent's website, investors may call 301-815-6600. The trustee and the
paying agent will make no representations or warranties as to the accuracy or
completeness of such documents and will assume no responsibility therefor. In
addition, the trustee and the paying agent may disclaim responsibility for any
information of which it is not the original source.

         In connection with providing access to the paying agent's website, the
paying agent may require registration and the acceptance of a disclaimer. The
trustee and the paying agent will not be liable for the dissemination of
information in accordance with the Pooling and Servicing Agreement.

         On an annual basis, the master servicer is required to deliver the
Annual Report to the trustee and the paying agent, which will make such report
available as described above to the Underwriters, the Certificateholders, the
Depositor and anyone the Depositor or any Underwriter reasonably designates, the
special servicer, and the Rating Agencies.

                                      S-90


         The paying agent shall make available at its corporate trust offices
(either in physical or electronic form), during normal business hours, upon
reasonable advance written notice for review by any certificateholder, any
certificate owner, any prospective investor, the Underwriters, each Rating
Agency, the special servicer, the Depositor and the holder of any Serviced
Companion Mortgage Loan, originals or copies of, among other things, the
following items: (i) the most recent property inspection reports in the
possession of the paying agent in respect of each mortgaged property and REO
Property, (ii) the most recent mortgaged property/REO Property annual operating
statement and rent roll, if any, collected or otherwise obtained by or on behalf
of the master servicer or the special servicer and delivered to the paying
agent, (iii) any Phase I environmental report or engineering report prepared or
appraisals performed in respect of each mortgaged property; provided, however,
that the paying agent shall be permitted to require payment by the requesting
party (other than either Rating Agency or the Operating Adviser) of a sum
sufficient to cover the reasonable expenses actually incurred by the paying
agent of providing access or copies (including electronic or digital copies) of
any such information reasonably requested in accordance with the preceding
sentence.

Other Information

         The Pooling and Servicing Agreement generally requires that the paying
agent or, with respect to the mortgage loan files, the trustee make available,
at their respective corporate trust offices or at such other office as they may
reasonably designate, during normal business hours, upon reasonable advance
notice for review by any Certificateholder, the holder of a B Note, the holder
of any Serviced Companion Mortgage Loan, each Rating Agency or the Depositor,
originals or copies of, among other things, the following items, except to the
extent not permitted by applicable law or under any of the mortgage loan
documents:

o    the Pooling and Servicing Agreement and any amendments to it;

o    all reports or statements delivered to holders of the relevant class of
     certificates since the Closing Date;

o    all officer's certificates delivered to the paying agent since the Closing
     Date;

o    all accountants' reports delivered to the paying agent since the Closing
     Date;

o    the mortgage loan files;

o    any and all modifications, waivers and amendments of the terms of a
     mortgage loan entered into by the master servicer and/or the special
     servicer; and

o    any and all officer's certificates and other evidence delivered to the
     paying agent to support the master servicer's determination that any
     Advance was not or, if made, would not be, recoverable.

         Copies of any and all of the foregoing items and any servicer reports
will be available from the paying agent (or, with respect to the mortgage loan
files, the trustee) upon request; however, the paying agent or trustee will be
permitted to require the requesting party to pay a sum sufficient to cover the
reasonable costs and expenses of providing such copies (except that such items
will be furnished to the Operating Adviser without charge if such request is not
excessive in the judgment of the paying agent or the trustee, as applicable).
Recipients of such information will generally be required to acknowledge that
such information may be used only in connection with an evaluation of the
certificates by such recipient.

Book-Entry Certificates

         Until such time, if any, as definitive certificates are issued in
respect of the offered certificates, the foregoing information and access will
be available to the related Certificate Owners only to the extent it is
forwarded by, or otherwise available through, DTC and its Participants or
otherwise made available publicly by the paying agent. The manner in which
notices and other communications are conveyed by DTC to its Participants, and

                                      S-91


by such Participants to the Certificate Owners, will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.

         The master servicer, the special servicer, the paying agent and the
Depositor are required to recognize as Certificateholders only those persons in
whose names the certificates are registered with the certificate registrar as of
the related Record Date; however, any Certificate Owner that has delivered to
the certificate registrar a written certification, in the form prescribed by the
Pooling and Servicing Agreement, regarding such Certificate Owner's beneficial
ownership of offered certificates will be recognized as a Certificateholder for
purposes of obtaining the foregoing information and access.

EXAMPLE OF DISTRIBUTIONS

         The following chart sets forth an example of distributions on the
certificates as if the certificates had been issued in July 2005:

         The close of business on

         July 1 (except as described herein) (A) Cut-off Date.

         July 29              (B)   Record Date for all Classes of Certificates.

         July 2 - August 5    (C)   The Collection Period. The master servicer
                                    receives Scheduled Payments due after the
                                    Cut-off Date and any Principal Prepayments
                                    made after the Cut-off Date and on or
                                    prior to August 5.

         August 5             (D)   Determination Date.

         August 11            (E)   Master Servicer Remittance Date.

         August 12            (F)   Distribution Date.

         Succeeding monthly periods follow the pattern of (B) through (F) above
(except as described below).

         (A) The outstanding principal balance of the mortgage loans will be the
aggregate outstanding principal balance of the mortgage loans at the close of
business on the Cut-off Date, after deducting principal payments due on or
before such date, whether or not received. Principal payments due on or before
such date, and the accompanying interest payments, are not part of the trust.

         (B) Distributions on the next Distribution Date will be made to those
persons that are Certificateholders of record on this date. Each subsequent
Record Date will be the last business day of the month preceding the month in
which the related Distribution Date occurs.

         (C) Any Scheduled Payments due and collected and Principal Prepayments
collected, after the Cut-off Date and on or prior to August 5, 2005 will be
deposited in the Certificate Account. Each subsequent Collection Period will
begin on the day after the Determination Date in the month preceding the month
of each Distribution Date and will end on the Determination Date in the month in
which the Distribution Date occurs. In the case of certain mortgage loans
identified in a schedule to the Pooling and Servicing Agreement as to which the
Scheduled Payment is due on a Due Date that may occur after, but in the same
calendar month as, the last day of a given Collection Period, certain payments
that are either received before the Distribution Date or advanced in respect of
such Scheduled Payment (or, if applicable, Assumed Scheduled Payment) will, to
the extent provided in the Pooling and Servicing Agreement, be deemed to be
included in that Collection Period.

         (D) As of the close of business on the Determination Date, the master
servicer will have determined the amounts of principal and interest that will be
remitted with respect to the related Collection Period.

                                      S-92


         (E) The master servicer will remit to the paying agent no later than
the business day prior to the related Distribution Date all amounts held by the
master servicer, and any P&I Advances required to be made by the master
servicer, that together constitute the Available Distribution Amount for such
Distribution Date.

         (F) The paying agent will make distributions to Certificateholders on
the 12th day of each month or, if such day is not a business day, the next
succeeding business day.

THE TRUSTEE AND THE FISCAL AGENT

The Trustee

         LaSalle Bank National Association will act as the trustee. LaSalle Bank
National Association is a subsidiary of the fiscal agent. The trustee, is at all
times required to be, and will be required to resign if it fails to be, (i) an
institution insured by the FDIC, (ii) a corporation, national bank or national
banking association, organized and doing business under the laws of the United
States of America or any state, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of not less than $50,000,000
and subject to supervision or examination by federal or state authority and
(iii) an institution whose short-term debt obligations are at all times rated
not less than "A-1" by S&P and whose long-term senior unsecured debt, or that of
its fiscal agent, if applicable, is rated not less than "AA-" by Fitch (or "A+"
by Fitch if such institution's short-term debt obligations are rated at least
"F-1" by Fitch) and "A+" by S&P, provided that, if the fiscal agent is rated at
least "AA-" by Fitch (or "A+" by Fitch if the fiscal agent also has a short-term
rating of at least "F-1" from Fitch) and "AA-" by S&P (or "A+" by S&P if such
institution's short-term debt obligations are rated at least "A-1" by S&P), then
the trustee must be rated not less than "A-" by Fitch and "A-" by S&P, or
otherwise acceptable to the Rating Agencies as evidenced by a confirmation from
each Rating Agency that such trustee will not cause a downgrade, withdrawal or
qualification of the then current ratings of any class of certificates. The
corporate trust office of the trustee responsible for administration of the
trust is located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois
60603, Attention: Global Securitization Trust Services Group--Morgan Stanley
Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-TOP19. As of March 31, 2005, the trustee had assets of approximately $67.7
billion. See "Description of the Pooling and Servicing Agreements--Duties of the
Trustee", "Description of the Pooling and Servicing Agreements--Regarding the
Fees, Indemnities and Powers of the Trustee" and "Description of the Pooling and
Servicing Agreements--Resignation and Removal of the Trustee" in the prospectus.

The Fiscal Agent

         ABN AMRO Bank N.V., a Netherlands banking corporation and the indirect
corporate parent of the trustee will act as fiscal agent for the trust and will
be obligated to make any Advance required to be made, and not made, by the
master servicer and the trustee under the Pooling and Servicing Agreement,
provided that the fiscal agent will not be obligated to make any Advance that it
deems to be a nonrecoverable advance. The fiscal agent will be entitled -- but
not obligated -- to rely conclusively on any determination by the master
servicer, the special servicer -- solely in the case of Servicing Advances -- or
the trustee that an Advance, if made, would be a nonrecoverable advance. The
fiscal agent will be entitled to reimbursement for each Advance made by it in
the same manner and to the same extent as, but prior to, the master servicer and
the trustee. See "--Advances" above. The fiscal agent will be entitled to
various rights, protections and indemnities similar to those afforded the
trustee. The trustee will be responsible for payment of the compensation of the
fiscal agent. As of March 31, 2005, the fiscal agent had consolidated assets of
approximately $973.2 billion. The long-term unsecured debt of ABN AMRO Bank N.V.
is rated "AA-" by Fitch and "AA-" by S&P. In the event that LaSalle Bank
National Association shall, for any reason, cease to act as trustee under the
Pooling and Servicing Agreement, ABN AMRO Bank N.V. likewise shall no longer
serve in the capacity of fiscal agent under the Pooling and Servicing Agreement.

THE PAYING AGENT, CERTIFICATE REGISTRAR AND AUTHENTICATING AGENT

         Wells Fargo Bank, National Association ("Wells Fargo") will serve as
the paying agent (in such capacity, the "paying agent"). In addition, Wells
Fargo will serve as registrar (in such capacity, the "certificate registrar")
for purposes of recording and otherwise providing for the registration of the
offered certificates and of transfers and exchanges of the definitive
certificates, if issued, and as authenticating agent of the certificates (in
such capacity, the

                                      S-93


"authenticating agent"). Wells Fargo maintains an office at Wells Fargo Center,
Sixth and Marquette, Minneapolis, Minnesota 55479-0113 for certificate transfers
and exchanges and an office at 9062 Old Annapolis Road, Columbia, Maryland 21045
for securities administration purposes. Wells Fargo is also the master servicer.
As compensation for the performance of its duties as paying agent, certificate
registrar and authenticating agent, Wells Fargo will be paid a portion of the
monthly Trustee Fee as set forth in the Pooling and Servicing Agreement.

         The trustee, the fiscal agent, the certificate registrar and the paying
agent and each of their respective directors, officers, employees, agents and
controlling persons will be entitled to indemnification from the trust against
any loss, liability or expense incurred in connection with any legal action
incurred without negligence or willful misconduct on their respective parts,
arising out of, or in connection with the Pooling and Servicing Agreement and
the certificates.

EXPECTED FINAL DISTRIBUTION DATE; RATED FINAL DISTRIBUTION DATE

         The Expected Final Distribution Date for each class of certificates
presented under "Summary of Prospectus Supplement--Expected Final Distribution
Dates" in this prospectus supplement is the date on which such Class is expected
to be paid in full, assuming timely payments and no Principal Prepayments (other
than payments with respect to ARD Loans on their Anticipated Repayment Dates)
will be made on the mortgage loans in accordance with their terms and otherwise
based on the Structuring Assumptions.

         The Rated Final Distribution Date of each class of certificates is the
Distribution Date in June 2047.

         The ratings assigned by the Rating Agencies to each class of Principal
Balance Certificates reflects an assessment of the likelihood that the
Certificateholders of such Class will receive, on or before the Rated Final
Distribution Date, all principal distributions to which they are entitled.

AMENDMENTS TO THE POOLING AND SERVICING AGREEMENT

         The Pooling and Servicing Agreement may be amended from time to time by
the parties to the Pooling and Servicing Agreement, without notice to or the
consent of any of the Holders, to do the following:

o    to cure any ambiguity;

o    to cause the provisions in the Pooling and Servicing Agreement to conform
     to or be consistent with or in furtherance of the statements made with
     respect to the certificates, the trust or the Pooling and Servicing
     Agreement in this prospectus supplement, the accompanying prospectus or the
     memorandum under which certain of the Subordinate Certificates are being
     offered, or to correct or supplement any provision which may be
     inconsistent with any other provisions;

o    to amend any provision of the Pooling and Servicing Agreement to the extent
     necessary or desirable to maintain the status of each REMIC (or the grantor
     trust created from the related portion of the trust) for the purposes of
     federal income tax law (or comparable provisions of state income tax law);

o    to make any other provisions with respect to matters or questions arising
     under or with respect to the Pooling and Servicing Agreement not
     inconsistent with the provisions therein;

o    to modify, add to or eliminate the provisions in the Pooling and Servicing
     Agreement relating to transfers of residual certificates;

o    to amend any provision of the Pooling and Servicing Agreement to the extent
     necessary or desirable to list the certificates on a stock exchange,
     including, without limitation, the appointment of one or more sub-paying
     agents and the requirement that certain information be delivered to such
     sub-paying agents;

                                      S-94


o    to modify the provisions relating to the timing of reimbursements of
     Servicing Advances or P&I Advances in order to conform them to the
     commercial mortgage-backed securities industry standard for such
     provisions; or

o    any other amendment which does not adversely affect in any material respect
     the interests of any Certificateholder (unless such Certificateholder
     consents).

         No such amendment effected pursuant to the first, second or fourth
bullet above may (A) adversely affect in any material respect the interests of
any Certificateholder not consenting to such amendment without the consent of
100% of the Certificateholders (if adversely affected) or (B) adversely affect
the status of any REMIC (or the grantor trust created from the related portion
of the trust). In addition, no amendment to the Pooling and Servicing Agreement
that is materially adverse to the interests of the holder of the Oak Tree
Village Apartments B Note may be effected unless the holder of the Oak Tree
Village Apartments B Note provides written consent to such amendment. Prior to
entering into any amendment without the consent of Holders pursuant to this
paragraph, the trustee may require an opinion of counsel.

         The Pooling and Servicing Agreement may also be amended from time to
time by the agreement of the parties to the Pooling and Servicing Agreement
(without the consent of the Certificateholders) and with the written
confirmation of the Rating Agencies that such amendment would not cause the
ratings on any class of certificates to be qualified, withdrawn or downgraded;
provided, however, that such amendment may not effect any of the items set forth
in the bullet points contained in the next succeeding paragraph. The trustee may
request, at its option, to receive an opinion of counsel that any amendment
pursuant to this paragraph is permitted under the Pooling and Servicing
Agreement.

         The Pooling and Servicing Agreement may also be amended from time to
time by the parties with the consent of the Holders of not less than 51% of the
aggregate certificate balance of the certificates then outstanding (as
calculated under the Pooling and Servicing Agreement), for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of the Pooling and Servicing Agreement or of modifying in any manner the rights
of the Holders or such holders; provided that no such amendment may:

o    reduce in any manner the amount of, or delay the timing of the
     distributions required to be made on any certificate without the consent of
     the Holder of such certificate;

o    reduce the aforesaid percentages of aggregate certificate percentage or
     certificate balance, the Holders of which are required to consent to any
     such amendment without the consent of all the Holders of each class of
     certificates affected thereby;

o    eliminate the master servicer's, the trustee's or the fiscal agent's
     obligation to advance or alter the Servicing Standard except as may be
     necessary or desirable to comply with Sections 860A through 860G of the
     Code and related Treasury Regulations and rulings promulgated under the
     Code; or

o    adversely affect the status of any REMIC for federal income tax purposes
     without the consent of 100% of the Certificateholders (including the Class
     R-I, Class R-II and Class R-III Certificateholders) or adversely affect the
     status of the grantor trust created from the related portion of the trust,
     without the consent of 100% of the holders of the Class P Certificates. The
     trustee may request, at its option, to receive an opinion of counsel that
     any amendment pursuant to this paragraph is permitted under the Pooling and
     Servicing Agreement.

                 YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS

GENERAL

         The yield to maturity on the offered certificates will be affected by
the price paid by the Certificateholder, the related Pass-Through Rates and the
rate, timing and amount of distributions on such offered certificates. The rate,
timing and amount of distributions on any such certificate will in turn depend
on, among other things:

o    the Pass-Through Rate for such certificate;

                                      S-95


o    the rate and timing of principal payments, including Principal Prepayments,
     and other principal collections on the mortgage loans (including payments
     of principal arising from purchases of mortgage loans in connection with
     Material Breaches of representations and warranties and Material Document
     Defects or the exercise of a purchase option by a holder of a subordinate
     note or a mezzanine loan) and the extent to which such amounts are to be
     applied in reduction of the Certificate Balance or Notional Amount of such
     certificate;

o    the rate, timing and severity of Realized Losses and Expense Losses and the
     extent to which such losses and expenses are allocable in reduction of the
     Certificate Balance or Notional Amount of such certificate or in reduction
     of amounts distributable thereon;

o    the rate and timing of any reimbursement of the Master Servicer, the
     Special Servicer, the Trustee or the Fiscal Agent, as applicable, out of
     the Certificate Account of nonrecoverable advances or advances remaining
     unreimbursed on a modified mortgage loan on the date of such modification;
     and

o    the timing and severity of any Net Aggregate Prepayment Interest Shortfalls
     and the extent to which such shortfalls are allocable in reduction of the
     Distributable Certificate Interest Amount payable on such certificate.

         In addition, the effective yield to holders of the offered certificates
will differ from the yield otherwise produced by the applicable Pass-Through
Rate and purchase prices of such certificates because interest distributions
will not be payable to such holders until at least the 12th day of the month
following the month of accrual without any additional distribution of interest
or earnings thereon in respect of such delay.

PASS-THROUGH RATES

         The interest rates on one or more classes of certificates may be based
on a weighted average of the mortgage loan interest rates net of the
Administrative Cost Rate, which is calculated based upon the respective
principal balances of the mortgage loans. In addition, the interest rate on one
or more classes of certificates may be capped at such weighted average rate.
Accordingly, the yield on those classes of certificates may be sensitive to
changes in the relative composition of the Mortgage Pool as a result of
scheduled amortization, voluntary and involuntary prepayments and any
unscheduled collections of principal and/or any experience of Realized Losses as
a result of liquidations of mortgage loans. In general, the effect of any such
changes on such yields and Pass-Through Rates for such certificates will be
particularly adverse to the extent that mortgage loans with relatively higher
mortgage rates experience faster rates of such scheduled amortization, voluntary
prepayments and unscheduled collections or Realized Losses than mortgage loans
with relatively lower mortgage rates.

RATE AND TIMING OF PRINCIPAL PAYMENTS

         The yield to maturity on the Class X-1 Certificates (and to a lesser
extent, the Class X-2 Certificates) will be extremely sensitive to, and the
yield to maturity on any class of offered certificates purchased at a discount
or premium will be affected by the rate and timing of principal payments made in
reduction of the aggregate Certificate Balance or Notional Amount of such class
of certificates. As described herein, the Principal Distribution Amount for each
Distribution Date will be distributable entirely in respect of the Class A
Senior Certificates until their Certificate Balance is reduced to zero, and will
thereafter be distributable entirely in respect of each other class of Principal
Balance Certificates, in descending alphabetical order of Class designation, in
each case until the aggregate Certificate Balance of such class of certificates
is, in turn, reduced to zero. Consequently, the rate and timing of principal
payments that are distributed or otherwise result in reduction of the aggregate
Certificate Balance of each class of offered certificates will be directly
related to the rate and timing of principal payments on or in respect of the
mortgage loans, which will in turn be affected by the amortization schedules of
such mortgage loans, the dates on which Balloon Payments are due, any extension
of maturity dates by the master servicer or the special servicer, the rate and
timing of any reimbursement of the master servicer, the special servicer, the
trustee or the fiscal agent, as applicable, out of the Certificate Account of
nonrecoverable advances or advances remaining unreimbursed on a modified
mortgage loan on the date of such modification (together with interest on such
advances), and the rate and timing of Principal Prepayments and other
unscheduled collections thereon, including for this purpose, collections made in
connection with liquidations of mortgage loans due to defaults, casualties or
condemnations affecting the

                                      S-96


mortgaged properties, repurchases as a result of a seller's breach of
representations and warranties or material defects in a mortgage loan's
documentation and other purchases of mortgage loans out of the trust.

         Although the borrower under an ARD Loan may have incentives to prepay
the ARD Loan on its Anticipated Repayment Date, there is no assurance that the
borrower will choose to or will be able to prepay an ARD Loan on its Anticipated
Repayment Date. The failure of the borrower to prepay an ARD Loan on its
Anticipated Repayment Date will not be an event of default under the terms of
that mortgage loan. However, the Pooling and Servicing Agreement will require
action to be taken to enforce the trust's right to apply excess cash flow
generated by the mortgaged property to the payment of principal in accordance
with the terms of the ARD Loan documents.

         Prepayments and, assuming the respective maturity dates therefor have
not occurred, liquidations of the mortgage loans will result in distributions on
the certificates of amounts that would otherwise be distributed over the
remaining terms of the mortgage loans and will tend to shorten the weighted
average lives of the Principal Balance Certificates. Any early termination of
the trust as described herein under "Description of the Offered
Certificates--Optional Termination" will also shorten the weighted average lives
of those certificates then outstanding. Defaults on the mortgage loans,
particularly at or near their maturity dates, may result in significant delays
in payments of principal on the mortgage loans, and, accordingly, on the
Principal Balance Certificates, while work-outs are negotiated or foreclosures
are completed, and such delays will tend to lengthen the weighted average lives
of those certificates. See "Servicing of the Mortgage Loans--Mortgage Loan
Modifications" in this prospectus supplement.

         The extent to which the yield to maturity of any offered certificate
may vary from the anticipated yield will depend upon the degree to which such
certificate is purchased at a discount or premium and when, and to what degree,
payments of principal on the mortgage loans in turn are distributed or otherwise
result in a reduction of the aggregate Certificate Balance of its Class. An
investor should consider, in the case of any such certificate purchased at a
discount, the risk that a slower than anticipated rate of principal payments on
the mortgage loans could result in an actual yield to such investor that is
lower than the anticipated yield and, in the case of any certificate purchased
at a premium, the risk that a faster than anticipated rate of principal payments
on the mortgage loans could result in an actual yield to such investor that is
lower than the anticipated yield.

         In general, if an offered certificate is purchased at a discount or
premium, the earlier a payment of principal on the mortgage loans is distributed
or otherwise results in reduction of the Certificate Balance of the related
Class, the greater will be the effect on the yield to maturity of such
certificate. As a result, the effect on an investor's yield of principal
payments on the mortgage loans occurring at a rate higher (or lower) than the
rate anticipated by the investor during any particular period may not be fully
offset by a subsequent like reduction (or increase) in the rate of such
principal payments. With respect to the Class A Senior, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class X-1 and Class X-2
Certificates, the allocation of a portion of collected Prepayment Premiums or
Yield Maintenance Charges to the certificates as described herein is intended to
mitigate those risks; however, such allocation, if any, may be insufficient to
offset fully the adverse effects on yield that such prepayments may have. The
Prepayment Premium or Yield Maintenance Charge payable, if any, with respect to
any mortgage loan, is required to be calculated as presented in "Appendix II -
Certain Characteristics of the Mortgage Loans."

         Because the rate of principal payments on the mortgage loans will
depend on future events and a variety of factors (as described more fully
below), no assurance can be given as to such rate or the rate of Principal
Prepayments in particular. We are not aware of any relevant publicly available
or authoritative statistics with respect to the historical prepayment experience
of a large group of mortgage loans comparable to the mortgage loans.

UNPAID DISTRIBUTABLE CERTIFICATE INTEREST

         If the portion of the Available Distribution Amount distributable in
respect of interest on any class of certificates on any Distribution Date is
less than the Distributable Certificate Interest Amount then payable for that
Class, the shortfall will be distributable to holders of the class of
certificates on subsequent Distribution Dates, to the extent of the Available
Distribution Amount. Any such shortfall (which would not include interest
shortfalls in

                                      S-97


connection with a principal prepayment accompanied by less than a full month's
interest) may adversely affect the yield to maturity of the class of
certificates for as long as it is outstanding.

LOSSES AND SHORTFALLS

         The yield to holders of the offered certificates will also depend on
the extent to which such holders are required to bear the effects of any losses
or shortfalls on the mortgage loans. Realized Losses and Expense Losses will
generally be applied in reverse sequential order, that is, first to the Class P
Certificates, and then to the other respective Classes of Principal Balance
Certificates, in ascending alphabetical order of Class designation -- from the
Class O Certificates to the Class B Certificates, then the Class A-J
Certificates, then pro rata among the Class A-1, Class A-2, Class A-3, Class
A-AB and Class A-4 Certificates, provided that Realized Losses and Expense
Losses allocated to the Class A-4 Certificates will be applied first to the
Class A-4B Certificates until reduced to zero and then to the Class A-4A
Certificates until reduced to zero. As to each of such classes, Realized Losses
and Expense Losses will reduce (i) first, the Certificate Balance of such class
until such Certificate Balance is reduced to zero (in the case of the Principal
Balance Certificates); (ii) second, Unpaid Interest owing to such class and
(iii) third, Distributable Certificate Interest Amounts owing to such class,
provided, that such reductions shall be allocated among the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB
Certificates and Class A-4 Certificates, and, as to their interest entitlements
only, the Class X-1 Certificates and Class X-2 Certificates, pro rata, based
upon their outstanding Certificate Balances or accrued interest, as the case may
be, provided that such amounts allocated to the Class A-4 Certificates will be
applied first to the Class A-4B Certificates and then to the Class A-4A
Certificates. Net Aggregate Prepayment Interest Shortfalls will be borne by the
holders of each class of certificates, pro rata as described herein, in each
case reducing interest otherwise payable thereon. Shortfalls arising from
delinquencies and defaults, to the extent the master servicer determines that
P&I Advances would be nonrecoverable, Appraisal Reductions, Expense Losses and
Realized Losses generally will result in, among other things, a shortfall in
current or ultimate distributions to the most subordinate class of certificates
outstanding.

RELEVANT FACTORS

         The rate and timing of principal payments and defaults and the severity
of losses on the mortgage loans may be affected by a number of factors
including, without limitation, payments of principal arising from repurchases of
mortgage loans (including payments of principal arising from purchases of
mortgage loans in connection with breaches of representations and warranties and
otherwise), prevailing interest rates, the terms of the mortgage loans--for
example, provisions prohibiting Principal Prepayments for certain periods and/or
requiring the payment of Prepayment Premiums or Yield Maintenance Charges,
due-on-sale and due-on-encumbrance provisions, and amortization terms that
require Balloon Payments--the demographics and relative economic vitality of the
areas in which the mortgaged properties are located and the general supply and
demand for rental units or comparable commercial space, as applicable, in such
areas, the quality of management of the mortgaged properties, the servicing of
the mortgage loans, possible changes in tax laws and other opportunities for
investment. See "Risk Factors" in this prospectus supplement and "Risk Factors"
in the prospectus.

         The rate of prepayment on the Mortgage Pool is likely to be affected by
prevailing market interest rates for mortgage loans of a comparable type, term
and risk level. When the prevailing market interest rate is below a mortgage
interest rate, the related borrower has an incentive to refinance its mortgage
loan. A requirement that a prepayment be accompanied by a Prepayment Premium or
Yield Maintenance Charge may not provide a sufficient economic disincentive to
deter a borrower from refinancing at a more favorable interest rate.

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

         We make no representation as to the particular factors that will affect
the rate and timing of prepayments and defaults on the mortgage loans, as to the
relative importance of such factors, as to the percentage of the principal

                                      S-98


balance of the mortgage loans that will be prepaid or as to whether a default
will have occurred as of any date or as to the overall rate of prepayment or
default on the mortgage loans.

WEIGHTED AVERAGE LIFE

         Weighted average life refers to the average amount of time from the
date of issuance of a security until each dollar of principal of such security
will be repaid to the investor. The weighted average life of any Principal
Balance Certificate will be influenced by, among other things, the rate at which
principal on the mortgage loans is paid or otherwise collected or advanced and
applied to reduce the Certificate Balance of such certificate.

         Prepayments on mortgage loans are commonly measured relative to a
prepayment standard or model. The prepayment model used in this prospectus
supplement is the Constant Prepayment Rate or CPR model. The CPR model
represents an assumed constant rate of prepayment each month expressed as a
percentage of the then outstanding principal balance of all of the mortgage
loans, which are past their lockout, defeasance and yield maintenance periods.
We make no representation as to the appropriateness of using the CPR model for
purposes of analyzing an investment in the offered certificates.

         The following tables indicate the percent of the initial Certificate
Balance of each class of offered certificates after each of the dates shown and
the corresponding weighted average life of each such class of the certificates,
if the Mortgage Pool were to prepay at the indicated levels of CPR, and sets
forth the percentage of the initial Certificate Balance of such certificates
that would be outstanding after each of the dates shown. The tables below have
also been prepared generally on the basis of the Structuring Assumptions.

         The mortgage loans do not have all of the characteristics of the
Structuring Assumptions. To the extent that the mortgage loans have
characteristics that differ from those assumed in preparing the tables, the
Classes of Certificates analyzed in the tables may mature earlier or later than
indicated by the tables and therefore will have a corresponding decrease or
increase in weighted average life. Additionally, mortgage loans generally do not
prepay at any constant rate. Accordingly, it is highly unlikely that the
mortgage loans will prepay in a manner consistent with the Structuring
Assumptions. Furthermore, it is unlikely that the mortgage loans will experience
no defaults or losses. In addition, variations in the actual prepayment
experience and the balance of the mortgage loans that prepay may increase or
decrease the percentages of initial Certificate Balances, and shorten or extend
the weighted average lives, shown in the following tables. These variations may
occur even if the average prepayment experience of the mortgage loans were to
equal any of the specified CPR percentages. Investors are urged to conduct their
own analyses of the rates at which the mortgage loans may be expected to prepay.

         For the purposes of each table, the weighted average life of a
certificate is determined by:

o    multiplying the amount of each reduction in the Certificate Balance thereon
     by the number of years from the date of issuance of the certificate to the
     related Distribution Date;

o    summing the results; and

o    dividing the sum by the aggregate amount of the reductions in the
     Certificate Balance of such certificate.


         The characteristics of the mortgage loans differ in substantial
respects from those assumed in preparing the tables below, and the tables are
presented for illustrative purposes only. In particular, it is unlikely that the
Mortgage Pool will not experience any defaults or losses, or that the Mortgage
Pool or any mortgage loan will prepay at any constant rate. Therefore, there can
be no assurance that the mortgage loans will prepay at any particular rate.

                                      S-99


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-1 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%      50%      75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%     100%     100%     100%
July 2006                          87%      87%      87%      87%      87%
July 2007                          72%      72%      72%      72%      72%
July 2008                          54%      54%      54%      54%      54%
July 2009                          35%      35%      35%      35%      35%
July 2010                           0%       0%       0%       0%       0%
Weighted average life (years)     2.99    2.99      2.99     2.99     2.98

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-2 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%      50%      75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%     100%     100%     100%
July 2006                         100%     100%     100%     100%     100%
July 2007                         100%     100%     100%     100%     100%
July 2008                         100%     100%     100%     100%     100%
July 2009                         100%     100%     100%     100%     100%
July 2010                           0%       0%       0%       0%       0%
Weighted average life (years)     4.81     4.80     4.80     4.79     4.69

           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-3 CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%      50%      75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%     100%     100%     100%
July 2006                         100%     100%     100%     100%     100%
July 2007                         100%     100%     100%     100%     100%
July 2008                         100%     100%     100%     100%     100%
July 2009                         100%     100%     100%     100%     100%
July 2010                         100%     100%     100%     100%     100%
July 2011                         100%       99%     98%      95%      59%
July 2012                           0%       0%       0%       0%       0%
Weighted average life (years)     6.39     6.38     6.37     6.34     6.16


                                     S-100


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
          CLASS A-AB CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%      50%      75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%     100%     100%     100%
July 2006                         100%     100%     100%     100%     100%
July 2007                         100%     100%     100%     100%     100%
July 2008                         100%     100%     100%     100%     100%
July 2009                         100%     100%     100%     100%     100%
July 2010                         100%     100%     100%     100%     100%
July 2011                          79%      79%      79%      79%      79%
July 2012                          56%      56%      56%      56%      56%
July 2013                          33%      33%      33%      33%      33%
July 2014                           9%       9%       8%       7%       0%
July 2015                           0%       0%       0%       0%       0%
Weighted average life (years)     7.26     7.26     7.25     7.25     7.23


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
          CLASS A-4A CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%      50%      75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%     100%     100%     100%
July 2006                         100%     100%     100%     100%     100%
July 2007                         100%     100%     100%     100%     100%
July 2008                         100%     100%     100%     100%     100%
July 2009                         100%     100%     100%     100%     100%
July 2010                         100%     100%     100%     100%     100%
July 2011                         100%     100%     100%     100%     100%
July 2012                         100%     100%     100%     100%     100%
July 2013                         100%     100%     100%     100%     100%
July 2014                         100%     100%     100%     100%     100%
July 2015                           0%       0%       0%       0%       0%
Weighted average life (years)     9.78     9.77     9.75     9.73     9.59


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
          CLASS A-4B CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%     50%       75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%     100%     100%     100%
July 2006                         100%     100%     100%     100%     100%
July 2007                         100%     100%     100%     100%     100%
July 2008                         100%     100%     100%     100%     100%
July 2009                         100%     100%     100%     100%     100%
July 2010                         100%     100%     100%     100%     100%
July 2011                         100%     100%     100%     100%     100%
July 2012                         100%     100%     100%     100%     100%
July 2013                         100%     100%     100%     100%     100%
July 2014                         100%     100%     100%     100%     100%
July 2015                           0%       0%       0%       0%       0%
Weighted average life (years)     9.96     9.96     9.96     9.96     9.80


                                     S-101


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
           CLASS A-J CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%      50%      75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%      100%    100%     100%
July 2006                         100%     100%      100%    100%     100%
July 2007                         100%     100%      100%    100%     100%
July 2008                         100%     100%      100%    100%     100%
July 2009                         100%     100%      100%    100%     100%
July 2010                         100%     100%      100%    100%     100%
July 2011                         100%     100%      100%    100%     100%
July 2012                         100%     100%      100%    100%     100%
July 2013                         100%     100%      100%    100%     100%
July 2014                         100%     100%      100%    100%     100%
July 2015                          21%      18%       15%      9%       0%
July 2016                           0%       0%        0%      0%       0%
Weighted average life (years)     9.97     9.97      9.97    9.96     9.87



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS B CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%       50%     75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%      100%    100%     100%
July 2006                         100%     100%      100%    100%     100%
July 2007                         100%     100%      100%    100%     100%
July 2008                         100%     100%      100%    100%     100%
July 2009                         100%     100%      100%    100%     100%
July 2010                         100%     100%      100%    100%     100%
July 2011                         100%     100%      100%    100%     100%
July 2012                         100%     100%      100%    100%     100%
July 2013                         100%     100%      100%    100%     100%
July 2014                         100%     100%      100%    100%     100%
July 2015                         100%     100%      100%    100%      31%
July 2016                           9%       9%        9%      9%       9%
July 2017                           0%       0%        0%      0%       0%
Weighted average life (years)    10.24    10.24     10.24   10.24    10.14


                                     S-102



           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS C CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%       50%     75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%      100%    100%     100%
July 2006                         100%     100%      100%    100%     100%
July 2007                         100%     100%      100%    100%     100%
July 2008                         100%     100%      100%    100%     100%
July 2009                         100%     100%      100%    100%     100%
July 2010                         100%     100%      100%    100%     100%
July 2011                         100%     100%      100%    100%     100%
July 2012                         100%     100%      100%    100%     100%
July 2013                         100%     100%      100%    100%     100%
July 2014                         100%     100%      100%    100%     100%
July 2015                         100%     100%      100%    100%     100%
July 2016                         100%     100%      100%    100%     100%
July 2017                          72%      72%       72%     72%      72%
July 2018                          26%      26%       26%     26%      26%
July 2019                           0%       0%        0%      0%       0%
Weighted average life (years)    12.47    12.47     12.47   12.47    12.47


           PERCENT OF INITIAL CERTIFICATE BALANCE OUTSTANDING FOR THE
            CLASS D CERTIFICATES AT THE RESPECTIVE PERCENTAGES OF CPR

DISTRIBUTION DATE                   0%      25%       50%     75%     100%
-----------------               -------  -------  -------  -------  -------
Closing Date                      100%     100%      100%    100%     100%
July 2006                         100%     100%      100%    100%     100%
July 2007                         100%     100%      100%    100%     100%
July 2008                         100%     100%      100%    100%     100%
July 2009                         100%     100%      100%    100%     100%
July 2010                         100%     100%      100%    100%     100%
July 2011                         100%     100%      100%    100%     100%
July 2012                         100%     100%      100%    100%     100%
July 2013                         100%     100%      100%    100%     100%
July 2014                         100%     100%      100%    100%     100%
July 2015                         100%     100%      100%    100%     100%
July 2016                         100%     100%      100%    100%     100%
July 2017                         100%     100%      100%    100%     100%
July 2018                         100%     100%      100%    100%     100%
July 2019                          81%      81%       81%     81%      81%
July 2020                           0%       0%        0%      0%       0%
Weighted average life (years)    14.38    14.36     14.34   14.31    14.23


                                     S-103



                        DESCRIPTION OF THE MORTGAGE POOL

GENERAL

         The Mortgage Pool will consist of one hundred fifty-six (156)
fixed-rate, first mortgage loans with an aggregate Cut-off Date Balance of
$1,228,438,747, subject to a permitted variance of plus or minus 5%. The Cut-off
Date Balances of the mortgage loans range from $849,186 to $85,000,000, and the
mortgage loans have an average Cut-off Date Balance of $7,874,607. Generally,
for purposes of the presentation of Mortgage Pool information in this prospectus
supplement, multiple mortgaged properties securing a single mortgage loan have
been treated as multiple cross-collateralized and cross-defaulted mortgage
loans, each secured by one of the related mortgaged properties and each having a
principal balance in an amount equal to an allocated portion of the aggregate
indebtedness represented by such obligation. All numerical information
concerning the mortgage loans contained in this prospectus supplement is
approximate.

         The mortgage loans were originated between July 26, 2004 and July 21,
2005. As of the Cut-off Date, none of the mortgage loans were 30 days or more
delinquent, or had been 30 days or more delinquent during the 12 calendar months
preceding the Cut-off Date. Brief summaries of the material terms of the
mortgage loans associated with the ten (10) largest mortgage loans (including
crossed mortgage loans) in the Mortgage Pool are contained in Appendix III
attached.

         Two hundred fifty-six (256) mortgaged properties, securing mortgage
loans representing 89.9% of the Initial Pool Balance, are subject to a mortgage,
deed of trust or similar security instrument that creates a first mortgage lien
on a fee simple estate in such mortgaged property. Twelve (12) mortgaged
properties, securing a mortgage loan representing 5.4% of the Initial Pool
Balance, are subject to a leasehold interest in the mortgaged properties. Nine
(9) mortgaged properties, securing mortgage loans representing 4.7% of the
Initial Pool Balance, are subject to a first mortgage lien on a fee interest in
a portion of such mortgaged property and a leasehold interest in the remaining
portion of such mortgaged property.

         On the Closing Date, we will acquire the mortgage loans from the
sellers, in each case pursuant to a Mortgage Loan Purchase Agreement to be
entered into between us and the particular seller. We will then transfer the
mortgage loans, without recourse, to the trustee for the benefit of the
Certificateholders. See "--The Sellers" and "--Sale of the Mortgage Loans"
below.

MATERIAL TERMS AND CHARACTERISTICS OF THE MORTGAGE LOANS

Mortgage Rates; Calculations of Interest

         The mortgage loans bear interest at mortgage rates that will remain
fixed for their entire terms. Other than ARD Loans, no mortgage loan permits
negative amortization or the deferral of accrued interest. One hundred forty
(140) mortgage loans, representing 90.9% of the Initial Pool Balance, accrue
interest on the basis of the actual number of days elapsed each month in a
360-day year. Sixteen (16) mortgage loans, representing 9.1% of the Initial Pool
Balance, accrue interest on the basis of a 360-day year consisting of twelve
30-day months.

Property Types

         The mortgage loans consist of the following property types:

         o     Retail - One hundred eighty-one (181) of the mortgaged
               properties, which secure 39.4% of the Initial Pool Balance, are
               retail properties;

         o     Office - Twenty (20) of the mortgaged properties, which secure
               19.0% of the Initial Pool Balance, are office properties;

                                     S-104


         o     Multifamily - Twenty-one (21) of the mortgaged properties, which
               secure 10.7% of the Initial Pool Balance, are multifamily
               properties;

         o     Hospitality - Nine (9) of the mortgaged properties, which secure
               8.8% of the Initial Pool Balance, are hospitality properties;

         o     Self Storage - Twenty (20) of the mortgaged properties, which
               secure 7.2% of the Initial Pool Balance, are self storage
               properties;

         o     Industrial - Sixteen (16) of the mortgaged properties, which
               secure 6.8% of the Initial Pool Balance, are industrial
               properties;

         o     Mixed Use - Four (4) of the mortgaged properties, which secure
               5.2% of the Initial Pool Balance, are mixed use properties;

         o     Other - Five (5) of the mortgaged properties, which secure 2.8%
               of the Initial Pool Balance, are types of properties other than
               those set forth in this paragraph; and

         o     Manufactured Housing Community - One (1) of the mortgaged
               properties, which secures 0.3% of the Initial Pool Balance, is a
               manufactured housing community property.

Property Location

         The following geographic areas contain the largest concentrations of
mortgaged properties securing the mortgage loans: California, Georgia, New York,
Texas, Illinois, Connecticut, Florida and New Jersey.

         o     Twenty-nine (29) mortgaged properties, representing security for
               14.2% of the Initial Pool Balance, are located in California. Of
               the mortgaged properties located in California, fifteen (15) of
               such mortgaged properties, representing security for 9.4% of the
               Initial Pool Balance, are located in Southern California, and
               fourteen (14) mortgaged properties, representing security for
               4.8% of the Initial Pool Balance, are located in Northern
               California. Northern California includes areas with zip codes
               above 93600 and Southern California includes areas with zip codes
               of 93600 and below;

         o     Five (5) mortgaged properties, representing security for 9.8% of
               the Initial Pool Balance, are located in Georgia;

         o     Twelve (12) mortgaged properties, representing security for 8.5%
               of the Initial Pool Balance, are located in New York;

         o     Seventeen (17) mortgaged properties, representing security for
               8.4% of the Initial Pool Balance, are located in Texas;

         o     Nine (9) mortgaged properties, representing security for 7.2% of
               the Initial Pool Balance, are located in Illinois;

         o     Five (5) mortgaged properties, representing security for 6.9% of
               the Initial Pool Balance, are located in Connecticut;

         o     Seventeen (17) mortgaged properties, representing security for
               6.6% of the Initial Pool Balance, are located in Florida; and

         o     Nine (9) mortgaged properties, representing security for 5.6% of
               the Initial Pool Balance, are located in New Jersey.

                                     S-105


Due Dates

         One hundred fifty (150) of the mortgage loans, representing 86.0% of
the Initial Pool Balance, have Due Dates on the 1st day of each calendar month.
One (1) of the mortgage loans, representing 0.3% of the Initial Pool Balance,
has a Due Date on the 3rd day of each calendar month. Two (2) of the mortgage
loans, representing 3.4% of the Initial Pool Balance, have Due Dates on the 5th
day of each calendar month. One (1) of the mortgage loans, representing 2.8% of
the Initial Pool Balance, has a Due Date on the 7th day of each calendar month.
Two (2) of the mortgage loans, representing 7.7% of the Initial Pool Balance,
have Due Dates on the 8th day of each calendar month. The mortgage loans have
various grace periods prior to the imposition of late payment charges, including
one hundred fifty-six (156) mortgage loans, representing 100.0% of the Initial
Pool Balance, with grace periods prior to the imposition of late payment charges
of 0 to 5 calendar days or 5 business days.

Amortization

         The mortgage loans have the following amortization features:

         o     One hundred forty-seven (147) of the mortgage loans, representing
               95.2% of the Initial Pool Balance, are Balloon Loans. Eleven (11)
               of these mortgage loans, representing 5.3% of the Initial Pool
               Balance, are ARD loans. The amount of the Balloon Payments on
               those mortgage loans that accrue interest on a basis other than a
               360-day year consisting of 30-day months will be greater, and the
               actual amortization terms will be longer, than would be the case
               if such mortgage loans accrued interest on the basis of a 360-day
               year consisting of 30-day months as a result of the application
               of interest and principal on such mortgage loans over time. See
               "Risk Factors" in this prospectus supplement.

         o     The nine (9) remaining mortgage loans, representing 4.8% of the
               Initial Pool Balance are fully amortizing and each is expected to
               have less than 5% of the original principal balance outstanding
               as of its respective stated maturity date.

Prepayment Restrictions

         As of the Cut-off Date, the following prepayment restrictions applied
to the mortgage loans:

         o     One hundred eleven (111) of the mortgage loans, representing
               62.4% of the Initial Pool Balance, prohibit voluntary principal
               prepayments during the Lock-out Period but permit the related
               borrower (after an initial period of at least two years following
               the date of issuance of the certificates) to defease the loan by
               pledging direct, non-callable United States Treasury obligations
               that provide for payment on or prior to each due date through and
               including the maturity date (or such earlier due date on which
               the mortgage loan first becomes freely prepayable) of amounts at
               least equal to the amounts that would have been payable on those
               dates under the terms of the mortgage loans and obtaining the
               release of the mortgaged property from the lien of the mortgage.

         o     Nineteen (19) mortgage loans, representing 19.5% of the Initial
               Pool Balance, prohibit voluntary principal prepayments during a
               Lock-out Period, and following the Lock-out Period provide for a
               Prepayment Premium or Yield Maintenance Charge calculated on the
               basis of the greater of a yield maintenance formula and 1% of the
               amount prepaid, and also permit the related borrower (after an
               initial period of at least two years following the date of the
               issuance of the certificates) to defease the loan by pledging
               direct, non-callable United States Treasury obligations that
               provide for payment on or prior to each due date through and
               including the maturity date (or such earlier due date on which
               the mortgage loan first becomes freely prepayable) of amounts at
               least equal to the amounts that would have been payable on those
               dates under the terms of the mortgage loans and obtaining the
               release of the mortgaged property from the lien of the mortgage.

         o     Twenty-two (22) mortgage loans, representing 11.9% of the Initial
               Pool Balance, prohibit voluntary principal prepayments during a
               Lock-out Period, and following the Lock-out Period provide for a

                                     S-106


               Prepayment Premium or Yield Maintenance Charge calculated on the
               basis of the greater of a yield maintenance formula and 1% of the
               amount prepaid.

         o     One (1) mortgage loan, representing 2.8% of the Initial Pool
               Balance, has no lock-out period and permits voluntary principal
               prepayments at any time during the first twenty-four (24) monthly
               payment periods if accompanied by a Prepayment Premium or Yield
               Maintenance Charge calculated on the basis of the greater of a
               yield maintenance formula or 2% of the amount prepaid, and also
               permits the related borrower, after the first twenty-four (24)
               payment periods (which will be at least two years following the
               date of issuance of the certificates) to defease the loan by
               pledging direct, non-callable United States Treasury obligations
               and obtaining the release of the mortgaged property from the lien
               of the mortgage.

         o     One (1) mortgage loan, representing 1.8% of the Initial Pool
               Balance, prohibits voluntary principal prepayments during a
               Lock-out Period, and following the Lock-out Period to and
               including the seventy-fourth (74) monthly payment date permits
               the related borrower (after an initial period of at least two
               years following the date of issuance of the certificates) to
               defease the loan by pledging direct, non-callable United States
               Treasury obligations and obtaining the release of the mortgaged
               property from the lien of the mortgage, and on the seventy-fourth
               (74) monthly payment date also permits voluntary principal
               prepayments if accompanied by a Yield Maintenance Charge
               calculated on the basis of a yield maintenance formula.

         o     Two (2) mortgage loans, representing 1.7% of the Initial Pool
               Balance, have no Lock-out Period and permit voluntary principal
               prepayments at any time if accompanied by a Prepayment Premium or
               Yield Maintenance Charge calculated on the basis of the greater
               of a yield maintenance formula or 1% of the amount prepaid.

         With respect to the prepayment and defeasance provisions set forth
above, certain of the mortgage loans also include provisions described below:

         o     Four (4) mortgage loans, representing 3.4% of the Initial Pool
               Balance, are secured by multiple mortgaged properties and permit
               the substitution of certain of the mortgaged properties with
               other mortgaged properties satisfying various criteria,
               including, amongst others, loan-to-value, debt service coverage,
               property condition, market-based criteria and rating agency
               approval, as applicable.

         o     One (1) mortgage loan, representing 1.8% of the Initial Pool
               Balance, permits the release of a portion of the collateral upon
               prepayment, with the applicable Yield Maintenance Charge, if two
               of the related lessees exercise their right to purchase their
               respective portions of the mortgaged property at prices ranging
               from $9,705,263 and $8,947,368 between May 2011 and February 2012
               provided that the purchase price is applied to the prepayment of
               the mortgage loan.

         o     One (1) mortgage loan, representing 1.4% of the Initial Pool
               Balance permits the release of a portion of the related mortgaged
               property upon the payment of an amount equal to 105% of the
               allocable loan amount of the collateral being released together
               with the payment of a the applicable Yield Maintenance Charge
               provided that (i) the remaining mortgaged property achieves a
               debt service coverage ratio of at least 1.50x, (ii) the remaining
               outstanding principal balance of the mortgage loan does not
               exceed 74% of the value of the unreleased portion of the
               mortgaged property and (iii) the remaining mortgaged property is
               at least 90% leased.

         o     One (1) mortgage loan, representing 1.4% of the Initial Pool
               Balance, is secured by multiple mortgaged properties and permits
               the partial release of an individual property permitted in
               conjunction with partial defeasance, satisfying certain criteria,
               including a post-release loan-to-value ratio of no more than 75%
               and a debt service ratio of at least 1.15x.

                                     S-107


         o     One (1) mortgage loan, representing 1.2% of the Initial Pool
               Balance, is secured by multiple mortgaged properties and permits
               the partial release of an individual property permitted in
               conjunction with partial defeasance, satisfying certain criteria,
               including a post-release loan-to-value ratio of no more than 67%
               and debt service coverage ratio of at least 1.20x, and the
               aggregate allocated loan amounts for any such released properties
               shall not exceed 10% of original principal balance of the
               combined obligation.

         o     Four (4) mortgage loans, representing 1.0% of the Initial Pool
               Balance, which are cross-collateralized, permit the release of a
               portion of the collateral upon prepayment, with the applicable
               Yield Maintenance Charge calculated on the basis of the greater
               of a yield maintenance formula or 1% of the amount prepaid, in an
               amount equal to 115% of the allocated loan amount of the
               collateral being released provided that the remaining mortgaged
               property achieves a debt service coverage ratio that is greater
               than 2.65x and the remaining outstanding principal balance of the
               mortgage loan does not exceed 60% of the value of the unreleased
               portion of the mortgaged property.

         o     One (1) mortgage loan, representing 0.9% of the Initial Pool
               Balance, permits the release of a portion of the collateral if
               the remaining outstanding principal balance of the mortgage loan
               does not exceed 65% of the value of the unreleased portion of the
               mortgaged property.

         o     One (1) mortgage loan, representing 0.7% of the Initial Pool
               Balance, permits the release of a portion of the collateral upon
               partial defeasance if the remaining mortgaged property achieves a
               debt service coverage ratio that is greater than 1.60x and the
               remaining outstanding principal balance of the mortgage loan does
               not exceed 60% of the value of the unreleased portion of the
               mortgaged property and, if prepaid, at the lender's discretion
               upon payment of the applicable Yield Maintenance Charge.

         o     One (1) mortgage loan, representing 0.4% of the Initial Pool
               Balance permits the release of a portion of the related mortgaged
               property upon payment of an amount equal to 125% of the allocable
               loan amount of the collateral being released together with the
               payment of the applicable Yield Maintenance Charge provided that
               (i) the remaining mortgaged property achieves a debt service
               coverage ratio of at least 1.50x, (ii) the remaining outstanding
               principal balance of mortgage loan does not exceed 78% of the
               value of the unreleased portion of the mortgaged property and
               (iii) the remaining mortgaged property is at least 100% leased.

         o     Notwithstanding the above, the mortgage loans generally provide
               that the related borrower may prepay the mortgage loan without
               prepayment premium or defeasance requirements commencing one (1)
               to seven (7) payment dates prior to and including the maturity
               date or the Anticipated Repayment Date.

         The method of calculation of any Prepayment Premium or Yield
Maintenance Charge will vary for any mortgage loan as presented in "Appendix II
- Certain Characteristics of the Mortgage Loans."

Non-Recourse Obligations

         The mortgage loans are generally non-recourse obligations of the
related borrowers and, upon any such borrower's default in the payment of any
amount due under the related mortgage loan, the holder of the mortgage loan may
look only to the related mortgaged property for satisfaction of the borrower's
obligations. In those cases where the loan documents permit recourse to the
borrower or a guarantor, we have not evaluated the financial condition of any
such person, and prospective investors should thus consider all of the mortgage
loans to be non-recourse. None of the mortgage loans is insured or guaranteed by
any mortgage loan seller or any of their affiliates, the United States, any
government entity or instrumentality, mortgage insurer or any other person.

"Due-on-Sale" and "Due-on-Encumbrance" Provisions

         The mortgages generally contain due-on-sale and due-on-encumbrance
clauses that permit the holder of the mortgage to accelerate the maturity of the
related mortgage loan, any Serviced Companion Mortgage Loan or any B

                                     S-108


Note if the borrower sells or otherwise transfers or encumbers the related
mortgaged property or that prohibit the borrower from doing so without the
consent of the holder of the mortgage. However, the mortgage loans, any Serviced
Companion Mortgage Loan and any B Note generally permit transfers of the related
mortgaged property, subject to reasonable approval of the proposed transferee by
the holder of the mortgage, payment of an assumption fee, which may be waived by
the master servicer or the special servicer, as the case may be, or, if
collected, will be paid to the master servicer or the special servicer as
additional servicing compensation, and certain other conditions.

         In addition, some of the mortgage loans, any Serviced Companion
Mortgage Loans and any B Notes permit the borrower to transfer the related
mortgaged property or interests in the borrower to an affiliate or subsidiary of
the borrower, or an entity of which the borrower is the controlling beneficial
owner, or other unrelated parties, upon the satisfaction of certain limited
conditions set forth in the applicable mortgage loan, Serviced Companion
Mortgage Loan or B Note documents and/or as determined by the master servicer.
The master servicer or the special servicer, as the case may be, will determine,
in a manner consistent with the Servicing Standard, whether to exercise any
right it may have under any such clause to accelerate payment of the related
mortgage loan, Serviced Companion Mortgage Loan or B Note upon, or to withhold
its consent to, any transfer or further encumbrance of the related mortgaged
property in accordance with the Pooling and Servicing Agreement.

Subordinate and Other Financing

         Five (5) of the mortgage loans, representing 5.5% of the Initial Pool
Balance, currently have additional financing in place that is secured by the
mortgaged property or properties related to such mortgage loan. The Oak Tree
Village Apartments Mortgage Loan, which had an outstanding principal as of the
Cut-off Date of $19,000,000, is secured by the related mortgaged property, which
also secures a subordinated B Note, the Oak Tree Village Apartments B Note, that
had an original principal balance of $1,000,000. The Hinckley Portfolio Pari
Passu Loan, which had an aggregate outstanding principal balance as of the
Cut-off Date of $17,463,277, is secured by the related mortgaged properties on a
pari passu basis with another note that had an original principal balance of
$17,500,000. The JL Holdings Portfolio Pari Passu Loan, which had an aggregate
outstanding principal balance as of the Cut-off Date of $14,921,771, is secured
by the related mortgaged properties on a pari passu basis with another note that
had original principal balance of $15,000,000. In addition, a subordinated B
Note that had an original principal balance of $29,800,000 is subordinate in
right of payment to the JL Holdings Portfolio Pari Passu Loan and the related JL
Holdings Portfolio Companion Loan. The Brick Walk Mortgage Loan, which had an
aggregate outstanding principal balance as of the Cut-off Date of $10,500,000,
is secured by the related mortgaged property, which also secures a second lien
loan that had an original principal balance of $700,000. The Missouri City
Shopping Center A/B Mortgage Loan, which had an aggregate outstanding principal
as of the Cut-off Date of $6,268,424, is secured by the related mortgaged
property, which also secures a subordinated B Note, the Missouri City Shopping
Center B Note, that had an original principal balance of $412,500. See
"Servicing of the Mortgage Loans--Servicing of the JL Holdings Portfolio Loan
Group, the Hinckley Portfolio Loan Group, the Oak Tree Village Apartments A/B
Mortgage Loan and the Missouri City Shopping Center A/B Mortgage Loan" in this
prospectus supplement.

         Three (3) of the mortgage loans, representing 1.2% of the Initial Pool
Balance, are secured by mortgaged properties that currently have additional
financing in place that is not secured by that mortgaged property. With respect
to Mortgage Loan Nos. 182-190 and 192-201, there is related mezzanine financing
in the aggregate amount of $19,488,590. In general, borrowers that have not
agreed to certain special purpose covenants in the related mortgage loan
documents may have also incurred additional financing that is not secured by the
mortgaged property.

         Four (4) of the mortgage loans, representing 4.6% of the Initial Pool
Balance, permit the related borrower to enter into additional subordinate
financing that is secured by the mortgaged property, provided that certain debt
service coverage ratio ("DSCR") and loan-to-value ("LTV") tests are satisfied.
With respect to Mortgage Loan No. 14, future secured, subordinated financing is
allowed if the combined LTV does not exceed 75% and the combined DSCR is greater
than 1.80x. With respect to Mortgage Loan No. 147, future secured, subordinated
financing is allowed if the combined LTV does not exceed 80% and the combined
DSCR is greater than 1.50x. With respect to Mortgage Loan No. 148 and Mortgage
Loan No. 156, future secured, subordinated financing is allowed if the combined
LTV does not exceed 65% and the combined DSCR is greater than 1.25x.

                                     S-109


         Six (6) of the mortgage loans, representing 13.3% of the Initial Pool
Balance, permit the borrower to enter into additional financing that is not
secured by the related mortgaged property (or to retain unsecured debt existing
at the time of the origination of such loan) and/or permit the owners of the
borrower to enter into financing that is secured by a pledge of equity interests
in the borrower. In general, borrowers that have not agreed to certain special
purpose covenants in the related mortgage loan documents may also be permitted
to incur additional financing that is not secured by the mortgaged property.

         Three (3) of the mortgage loans, representing 1.7% of the Initial Pool
Balance, permit the borrower, to enter into additional subordinate financing
that is secured by the related mortgaged property, provided that certain DSCR
and LTV tests are satisfied or to enter into additional financing that is not
secured by the related mortgaged property. With respect to Mortgage Loan No.
128, additional secured or unsecured financing is allowed if the overall amount
of debt does not exceed a LTV ratio of 75%, and the overall DSCR is not less
than 1.30x. With respect to Mortgage Loan No. 214, additional secured or
unsecured financing is allowed if the overall amount of debt does not exceed a
LTV ratio of 60%. With respect to Mortgage Loan No. 237, additional secured or
unsecured financing is allowed if the overall amount of debt does not exceed a
LTV ratio of 60%.

         We make no representation as to whether any other secured subordinate
financing currently encumbers any mortgaged property or whether a third-party
holds debt secured by a pledge of an equity ownership interest in a related
borrower. See "Legal Aspects of The Mortgage Loans--Subordinate Financing" in
the prospectus and "Risk Factors--A Borrower's Other Loans May Reduce The Cash
Flow Available To The Mortgaged Property Which May Adversely Affect Payment On
Your Certificates" in this prospectus supplement.

         Generally all of the mortgage loans also permit the related borrower to
incur other unsecured indebtedness, including but not limited to trade payables,
in the ordinary course of business and to incur indebtedness secured by
equipment or other personal property located at the mortgaged property.

Additional Collateral

         Seven (7) of the mortgage loans, representing 3.1% of the Initial Pool
Balance, have additional collateral in the form of reserves under which monies
disbursed by the originating lender or letters of credit are reserved for
specified periods which are to be released only upon the satisfaction of certain
conditions by the borrower. If the borrowers do not satisfy conditions for
release of the monies or letters of credit by the outside release date, such
monies or letters of credit may be applied to partially repay the related
mortgage loan, or may be held by the lender as additional security for the
mortgage loans. In addition, some of the other mortgage loans provide for
reserves for items such as deferred maintenance, environmental remediation, debt
service, tenant improvements and leasing commissions and capital improvements.
For further information with respect to additional collateral, see Appendix II.

Cash Management Agreements/Lockboxes

         Thirty-four (34) of the mortgage loans, representing 34.5% of the
Initial Pool Balance, generally provided that rents, credit card receipts,
accounts receivables payments and other income derived from the related
mortgaged properties will be subject to a cash management/lockbox arrangement.

         Appendix II to this prospectus supplement sets forth (among other
things) the type of provisions (if any) for the establishment of a lockbox under
the terms of each mortgage loan. The following paragraphs describe each type of
provision:

         o     Hard. The related borrower is required to instruct the tenants
               and other payors to pay all rents and other revenue directly
               to an account controlled by the lockbox bank, which in general is
               the applicable servicer on behalf of the trust. Such revenue
               generally is either (a) swept and remitted to the related
               borrower unless a default or other "trigger" event under the
               related mortgage loan documents has occurred or (b) not made
               immediately available to the related borrower, but instead is
               forwarded to a cash management account controlled by the lockbox
               bank, which in general is the applicable servicer on behalf of
               the trust and then applied according to the related mortgage loan
               documents, which

                                     S-110


               typically contemplate application to sums payable under the
               related mortgage loan and, in certain transactions, to expenses
               at the related mortgaged property, with any excess remitted to
               the related borrower.

         o     Soft, Springing to Hard. Revenue from the related mortgaged
               property is generally paid by the tenants and other payors to the
               related borrower or the property manager and then forwarded to an
               account controlled by the lockbox bank, which in general is the
               applicable servicer on behalf of the trust. Until the occurrence
               of certain specified "trigger" events, which typically include an
               event of default under the mortgage loan, such revenue is
               forwarded to an account controlled by the related borrower or is
               otherwise made available to the related borrower. Upon the
               occurrence of such a trigger event, the mortgage loan documents
               require the related borrower to instruct tenants and other payors
               to pay directly into an account controlled by the lockbox bank,
               which in general is the applicable servicer on behalf of the
               trust; the revenue is then applied by the applicable servicer on
               behalf of the trust according to the related mortgage loan
               documents.

         o     Soft. Revenue from the related mortgaged property is generally
               paid by the tenants and other payors to the related borrower or
               the property manager and forwarded to an account controlled by
               the lockbox bank, which in general is the applicable servicer on
               behalf of the trust. The funds are then either made available to
               the related borrower or are applied by the applicable servicer on
               behalf of the trust according to the related mortgage loan
               documents.

         o     Springing to Hard. Revenue from the related mortgaged property is
               generally paid by the tenants and other payors to the related
               borrower or property manager. Upon the occurrence of certain
               specified "trigger" events, which typically include an event of
               default under the mortgage loan, the mortgage loan documents
               contemplate establishment of a hard lockbox and require the
               related borrower to instruct tenants to pay directly into an
               account controlled by the applicable servicer on behalf of the
               trust; the revenue is then applied by the lockbox bank, which in
               general is the applicable servicer on behalf of the trust
               according to the related mortgage loan documents.

         o     None. Revenue from the related mortgaged property is paid to the
               related borrower and is not subject to a lockbox as of the
               origination date, and no lockbox is contemplated to be
               established during the mortgage loan term.

         In connection with any hard lockbox, income deposited directly into the
related lockbox account may not include amounts paid in cash that are paid
directly to the related property manager, notwithstanding requirements to the
contrary. Furthermore, with respect to certain multifamily and hospitality
properties, cash or "over-the-counter" receipts may be deposited into the
lockbox account by the property manager. Mortgage loans whose terms call for the
establishment of a lockbox account require that the amounts paid to the property
manager will be deposited into the applicable lockbox account on a regular
basis. Lockbox accounts will not be assets of the trust.

ASSESSMENTS OF PROPERTY VALUE AND CONDITION

Appraisals

         In connection with the origination or securitization of each of the
mortgage loans, the related mortgaged property was appraised by an independent
appraiser who, generally, was a Member of the Appraisal Institute. Each such
appraisal complied, or the appraiser certified that it complied, with the real
estate appraisal regulations issued jointly by the federal bank regulatory
agencies under the Financial Institutions Reform, Recovery, and Enforcement Act
of 1989, as amended. In general, those appraisals represent the analysis and
opinion of the person performing the appraisal and are not guarantees of, and
may not be indicative of, present or future value. There can be no assurance
that another person would not have arrived at a different valuation, even if
such person used the same general approach to and same method of valuing the
property. Moreover, such appraisals sought to establish the amount of typically
motivated buyer would pay a typically motivated seller. Such amount could be
significantly higher than the amount obtained from the sale of a mortgaged
property under a distress or liquidation sale.

                                     S-111


Information regarding the values of the mortgaged properties as of the Cut-off
Date is presented herein for illustrative purposes only.

Environmental Assessments

         An environmental site assessment was performed with respect to each
mortgaged property except for mortgaged properties securing mortgage loans that
are the subject of a secured creditor impaired property policy that we describe
below under "--Environmental Insurance" generally within the twelve-month period
preceding the origination or securitization of the related mortgage loan. In all
cases, the environmental site assessment was a "Phase I" environmental
assessment, generally performed in accordance with industry practice. In some
cases, a "Phase II" environmental site assessment was also performed. In
general, the environmental assessments contained no recommendations for further
significant environmental remediation efforts which, if not undertaken, would
have a material adverse effect on the interests of the certificate holders.
However, in certain cases, the assessment disclosed the existence of or
potential for adverse environmental conditions, generally the result of the
activities of identified tenants, adjacent property owners or previous owners of
the mortgaged property. In certain of such cases, the related borrowers were
required to establish operations and maintenance plans, monitor the mortgaged
property, abate or remediate the condition and/or provide additional security
such as letters of credit, reserves or stand-alone secured creditor impaired
property policies. See "Risk Factors--Environmental Risks Relating to Specific
Mortgaged Properties May Adversely Affect Payments On Your Certificates" in this
prospectus supplement.

Property Condition Assessments

         In general, a licensed engineer, architect or consultant inspected the
related mortgaged property, in connection with the origination or securitization
of the related mortgage loan, to assess the condition of the structure, exterior
walls, roofing, interior structure and mechanical and electrical systems.
Engineering reports by licensed engineers, architects or consultants generally
were prepared, except for newly constructed properties, for the mortgaged
properties in connection with the origination or securitization of the related
mortgage loan. See "Risk Factors--Property Inspections and Engineering Reports
May Not Reflect All Conditions That Require Repair On The Property" in this
prospectus supplement. In certain cases where material deficiencies were noted
in such reports, the related borrower was required to establish reserves for
replacement or repair or to remediate the deficiency.

Seismic Review Process

         In general, the underwriting guidelines applicable to the origination
of the mortgage loans required that prospective borrowers seeking loans secured
by properties located in California and areas of other states where seismic risk
is deemed material obtain a seismic engineering report of the building and,
based thereon and on certain statistical information, an estimate of probable
maximum loss ("PML"), in an earthquake scenario. Generally, any of the mortgage
loans as to which the property was estimated to have PML in excess of 20% of the
estimated replacement cost would either be subject to a lower loan-to-value
limit at origination, be conditioned on seismic upgrading (or appropriate
reserves or letter of credit for retrofitting), be conditioned on satisfactory
earthquake insurance or be declined.

Zoning and Building Code Compliance

         Each seller took steps to establish that the use and operation of the
mortgaged properties that represent security for its mortgage loans, at their
respective dates of origination, were in compliance in all material respects
with, or were legally existing non-conforming uses or structures under,
applicable zoning, land-use and similar laws and ordinances, but no assurance
can be given that such steps revealed all possible violations. Evidence of such
compliance may have been in the form of legal opinions, confirmations from
government officials, title insurance endorsements, survey endorsements and/or
representations by the related borrower contained in the related mortgage loan
documents. Violations may be known to exist at any particular mortgaged
property, but the related seller has informed us that it does not consider any
such violations known to it to be material.

                                     S-112


ENVIRONMENTAL INSURANCE

         In the case of nineteen (19) mortgaged properties, securing mortgage
loans representing approximately 3.1% of the Initial Pool Balance, the related
mortgage loan seller has obtained, or has the benefit of, and there will be
assigned to the trust, a group secured creditor impaired property policy
covering selected environmental matters with respect to all those mortgage loans
as a group. None of the mortgage loans covered by this policy has a Cut-off Date
Balance in excess of $4,000,000. The premium for the environmental group policy
has been or, as of the date of initial issuance of the certificates, will be,
paid in full.

         In general, the group secured creditor impaired property policy
referred to above provides coverage for the following losses, subject to the
coverage limits discussed below, and further subject to the policy's conditions
and exclusions:

         o     if during the term of the policy, a borrower defaults under its
               mortgage loan and adverse environmental conditions exist at
               levels above legal limits on the related underlying real
               property, the insurer will indemnify the insured for the
               outstanding principal balance of the related mortgage loan on the
               date of the default, together with accrued interest from the date
               of default until the date that the outstanding principal balance
               is paid;

         o     if the insured becomes legally obligated to pay as a result of a
               claim first made against the insured and reported to the insurer
               during the term of the policy, for bodily injury, property damage
               or clean-up costs resulting from adverse environmental conditions
               on, under or emanating from an underlying real property, the
               insurer will pay that claim; and

         o     if the insured enforces the related mortgage, 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 underlying real property, provided that
               the appropriate party reported those conditions to the government
               in accordance with applicable law.

         The secured creditor impaired property policy does not cover adverse
environmental conditions that the insured first became aware of before the term
of the policy unless those conditions were disclosed to the insurer before the
policy was issued. However, property condition assessments or engineering
surveys were conducted for the mortgaged properties covered by the policy. If
the report disclosed the existence of material amounts of lead based paint,
asbestos containing materials or radon gas affecting such a mortgaged property,
the related borrower was required to remediate the condition before the closing
of the loan, establish a reserve from loan proceeds in an amount considered
sufficient by the mortgage loan seller or agree to establish an operations and
maintenance plan. No individual claim under the group policy may exceed
$5,000,000 and the total claims under the group policy is subject to a maximum
of $13,492,000. There is no deductible under the policy.

         The secured creditor impaired property policy requires that the
appropriate party associated with the trust report a claim during the term of
the policy, which extends five years beyond the terms of the respective mortgage
loans.

         The secured creditor impaired property policy will be issued by
Steadfast Insurance Company, an affiliate of Zurich North America.

         In the case of ninety (90) mortgaged properties, securing mortgage
loans representing 1.2% of the Initial Pool Balance, each of the related
mortgage loans has the benefit of a stand-alone secured creditor impaired
property policy which will be assigned to the trust and which covers selected
environmental matters with respect to the related property.

ADDITIONAL MORTGAGE LOAN INFORMATION

         Each of the tables presented in Appendix I sets forth selected
characteristics of the Mortgage Pool presented, where applicable, as of the
Cut-off Date. For a detailed presentation of certain of the characteristics of

                                     S-113


the mortgage loans and the mortgaged properties, on an individual basis, see
Appendix II to this prospectus supplement, and for a brief summary of the ten
(10) largest mortgage loans (including crossed mortgage loans) in the Mortgage
Pool, see Appendix III to this prospectus supplement. Additional information
regarding the mortgage loans is contained (a) in this prospectus supplement
under "Risk Factors" and elsewhere in this "Description of the Mortgage Pool"
section and (b) under "Legal Aspects Of Mortgage Loans" in the prospectus.

         For purposes of the tables in Appendix I and for the information
presented in Appendix II and Appendix III:

         (1)   References to "DSCR" are references to "Debt Service Coverage
               Ratios." In general, debt service coverage ratios are used by
               income property lenders to measure the ratio of (a) cash
               currently generated by a property or expected to be generated by
               a property based upon executed leases that is available for debt
               service to (b) required current debt service payments. However,
               debt service coverage ratios only measure the current, or recent,
               ability of a property to service mortgage debt. If a property
               does not possess a stable operating expectancy (for instance, if
               it is subject to material leases that are scheduled to expire
               during the loan term and that provide for above-market rents
               and/or that may be difficult to replace), a debt service coverage
               ratio may not be a reliable indicator of a property's ability to
               service the mortgage debt over the entire remaining loan term.
               For purposes of this prospectus supplement, including for the
               tables in Appendix I and the information presented in Appendix II
               and Appendix III, the "Debt Service Coverage Ratio" or "DSCR" for
               any mortgage loan is calculated pursuant to the definition of
               those terms under the "Glossary of Terms" in this prospectus
               supplement. For purposes of the information presented in this
               prospectus supplement, the Debt Service Coverage Ratio reflects
               (i) with respect to any Serviced Pari Passu Mortgage Loan, the
               aggregate indebtedness evidenced by the Serviced Pari Passu
               Mortgage Loan and the related Serviced Companion Mortgage Loan,
               and (ii) with respect to any Non-Serviced Mortgage Loan, the
               aggregate indebtedness evidenced by the Non-Serviced Mortgage
               Loan and the related Non-Serviced Companion Mortgage Loan.

               In connection with the calculation of DSCR and loan-to-value
               ratios, in determining Underwritable Cash Flow for a mortgaged
               property, the applicable seller relied on rent rolls and other
               generally unaudited financial information provided by the
               respective borrowers and calculated stabilized estimates of cash
               flow that took into consideration historical financial
               statements, material changes in the operating position of the
               mortgaged property of which the seller was aware (e.g., new
               signed leases or end of "free rent" periods and market data), and
               estimated capital expenditures, leasing commission and tenant
               improvement reserves. The applicable seller made changes to
               operating statements and operating information obtained from the
               respective borrowers, resulting in either an increase or decrease
               in the estimate of Underwritable Cash Flow derived therefrom,
               based upon the seller's evaluation of such operating statements
               and operating information and the assumptions applied by the
               respective borrowers in preparing such statements and
               information. In most cases, borrower supplied "trailing-12
               months" income and/or expense information or the most recent
               operating statements or rent rolls were utilized. In some cases,
               partial year operating income data was annualized, with certain
               adjustments for items deemed not appropriate to be annualized. In
               some instances, historical expenses were inflated. For purposes
               of calculating Underwritable Cash Flow for mortgage loans where
               leases have been executed by one or more affiliates of the
               borrower, the rents under some of such leases have been adjusted
               downward to reflect market rents for similar properties if the
               rent actually paid under the lease was significantly higher than
               the market rent for similar properties.

               The Underwritable Cash Flow for residential cooperative mortgaged
               properties is based on projected net operating income at the
               mortgaged property, as determined by the appraisal obtained in
               connection with the origination of the related mortgage loan,
               assuming that the related mortgaged property was operated as a
               rental property with rents set at prevailing market rates taking
               into account the presence, if any, of existing rent-controlled or
               rent-stabilized occupants, if any, reduced by underwritten
               capital expenditures, property operating expenses, a market-rate
               vacancy assumption and projected reserves.

                                     S-114


               Historical operating results may not be available or were deemed
               not relevant for some of the mortgage loans which are secured by
               mortgaged properties with newly constructed improvements,
               mortgaged properties with triple net leases, mortgaged properties
               that have recently undergone substantial renovations and newly
               acquired mortgaged properties. In such cases, items of revenue
               and expense used in calculating Underwritable Cash Flow were
               generally derived from rent rolls, estimates set forth in the
               related appraisal, leases with tenants or from other
               borrower-supplied information such as estimates or budgets. No
               assurance can be given with respect to the accuracy of the
               information provided by any borrowers, or the adequacy of the
               procedures used by the applicable seller in determining the
               presented operating information.

               The Debt Service Coverage Ratios are presented herein for
               illustrative purposes only and, as discussed above, are limited
               in their usefulness in assessing the current, or predicting the
               future, ability of a mortgaged property to generate sufficient
               cash flow to repay the related mortgage loan. Accordingly, no
               assurance can be given, and no representation is made, that the
               Debt Service Coverage Ratios accurately reflect that ability.

         (2)   References in the tables to "Cut-off Date LTV" are references to
               "Cut-off Date Loan-to-Value" and references to "Balloon LTV" are
               references to "Balloon Loan-to-Value." For purposes of this
               prospectus supplement, including for the tables in Appendix I and
               the information presented in Appendix II and Appendix III, the
               "Cut-off Date LTV," "Cut-off Date Loan-to-Value," "Balloon LTV"
               or "Balloon Loan-to-Value" for any mortgage loan is calculated
               pursuant to the definition of those terms under the "Glossary of
               Terms" in this prospectus supplement. For purposes of the
               information presented in this prospectus supplement, the
               loan-to-value ratio reflects (i) with respect to any Serviced
               Pari Passu Mortgage Loan, the aggregate indebtedness evidenced by
               the Serviced Pari Passu Mortgage Loan and the related Serviced
               Companion Mortgage Loan, and (ii) with respect to any
               Non-Serviced Mortgage Loan, the aggregate indebtedness evidenced
               by the Non-Serviced Mortgage Loan and the related Non-Serviced
               Companion Mortgage Loan.

               The value of the related mortgaged property or properties for
               purposes of determining the Cut-off Date LTV are each based on
               the appraisals described above under "--Assessments of Property
               Value and Condition--Appraisals."

               No representation is made that any such value would approximate
               either the value that would be determined in a current appraisal
               of the related mortgaged property or the amount that would be
               realized upon a sale.

         (3)   References to "weighted averages" are references to averages
               weighted on the basis of the Cut-off Date Balances of the related
               mortgage loans.

         The sum in any column of any of the tables in Appendix I may not equal
the indicated total due to rounding.

         Generally, the loan documents with respect to the mortgage loans
require the borrowers to provide the related lender with quarterly and/or annual
operating statements and rent rolls.

STANDARD HAZARD INSURANCE

         The master servicer is required to use reasonable efforts, consistent
with the Servicing Standard, to cause each borrower to maintain for the related
mortgaged property all insurance required by the terms of the loan documents and
the related mortgage in the amounts set forth therein, which shall be obtained
from an insurer meeting the requirements of the applicable loan documents. This
includes a fire and hazard insurance policy with extended coverage that contains
no exclusion for damages due to acts of terrorism (subject to the provisions set
forth below). Certain mortgage loans may permit such hazard insurance policy to
be maintained by a tenant at the related mortgaged property, or may permit the
related borrower or its tenant to self-insure. The coverage of each such policy
will be in an amount, subject to a deductible customary in the related
geographic area, that is not less than the lesser of the full replacement cost
of the improvements that represent security for such mortgage loan, with no

                                     S-115


deduction for depreciation, and the outstanding principal balance owing on such
mortgage loan, but in any event, unless otherwise specified in the applicable
mortgage or mortgage note, in an amount sufficient to avoid the application of
any coinsurance clause. The master servicer will be deemed to have satisfied the
Servicing Standard in respect of such insurance requirement if the borrower
maintains, or the master servicer has otherwise caused to be obtained, a
standard hazard insurance policy that is in compliance with the related mortgage
loan documents, and, if required by such mortgage loan documents, the borrower
pays, or the master servicer has otherwise caused to be paid, the premium
required by the related insurance provider that is necessary to avoid an
exclusion in such policy against "acts of terrorism" as defined by the Terrorism
Risk Insurance Act of 2002.

         If, on the date of origination of a mortgage loan, the portion of the
improvements on a related mortgaged property was in an area identified in the
Federal Register by the Federal Emergency Management Agency as having special
flood hazards (and such flood insurance is required by the Federal Emergency
Management Agency and has been made available), the master servicer will cause
to be maintained a flood insurance policy meeting the requirements of the
current guidelines of the Federal Insurance and Mitigation Administration in an
amount representing coverage of at least the lesser of:

         o     the outstanding principal balance of the related mortgage loan;
               and

         o     the maximum amount of such insurance available for the related
               mortgaged property, but only to the extent such mortgage loan
               permits the lender to require such coverage and such coverage
               conforms to the Servicing Standard.

         If a borrower fails to maintain such hazard insurance, the master
servicer will be required to obtain such insurance and the cost of the insurance
will be a Servicing Advance made by the master servicer, subject to a
determination of recoverability. The special servicer will be required to
maintain fire insurance with extended coverage and, if applicable, flood
insurance (and other insurance required under the related mortgage) on an REO
Property (other than with respect to a Non-Serviced Mortgage Loan) in an amount
not less than the maximum amount obtainable with respect to such REO Property
and the cost of the insurance will be a Servicing Advance made by the master
servicer, subject to a determination of recoverability, provided that the
special servicer shall not be required in any event to maintain or obtain
insurance coverage beyond what is reasonably available at a cost customarily
acceptable and consistent with the Servicing Standard; provided that the special
servicer will be required to maintain insurance against property damage
resulting from terrorism or similar acts if the terms of the related mortgage
loan documents and the related mortgage so require unless the special servicer
determines that (i) such insurance is not available at any rate or (ii) 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 related
mortgaged property and located in or around the region in which such related
mortgaged property is located.

         In addition, the master servicer may require any borrower to maintain
other forms of insurance as the master servicer may be permitted to require
under the related mortgage, including, but not limited to, loss of rents
endorsements and comprehensive public liability insurance. The master servicer
will not require borrowers to maintain earthquake insurance unless the related
borrower is required under the terms of its mortgage loan to maintain earthquake
insurance. Any losses incurred with respect to mortgage loans due to uninsured
risks, including terrorist attacks, earthquakes, mudflows and floods, or
insufficient hazard insurance proceeds may adversely affect payments to
Certificateholders. The special servicer will have the right, but not the
obligation, at the expense of the trust, to obtain earthquake insurance on any
mortgaged property securing a Specially Serviced Mortgage Loan and/or any REO
Property so long as such insurance is available at commercially reasonable
rates. The master servicer will not be required in any event to cause the
borrower to maintain or itself obtain insurance coverage beyond what is
available on commercially reasonable terms at a cost customarily acceptable (as
determined by the master servicer) and consistent with the Servicing Standard;
provided that the master servicer will be obligated to cause the borrower to
maintain or itself obtain insurance against property damage resulting from
terrorism or similar acts if the terms of the related mortgage loan documents
and the related mortgage so require unless the master servicer determines that
(i) such insurance is not available at any rate or (ii) 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 related mortgaged
property and located in or around the region in which such related mortgaged
property is located. Notwithstanding the limitation set forth in the preceding
sentence, if the related mortgage loan documents

                                     S-116


and the related mortgage require the borrower to maintain insurance against
property damage resulting from terrorism or similar acts, the master servicer
will, prior to availing itself of any limitation described in that sentence with
respect to any mortgage loan (or any component loan of an A/B Mortgage Loan)
that has a principal balance in excess of $2,500,000, obtain the approval or
disapproval of the special servicer and the Operating Adviser to the extent
required by, and in accordance with the procedures set forth in, the Pooling and
Servicing Agreement. The master servicer will be entitled to rely on the
determination of the special servicer made in connection with such approval or
disapproval. The special servicer will decide whether to withhold or grant such
approval in accordance with the Servicing Standard. If any such approval has not
been expressly denied within 7 business days of receipt by the special servicer
and Operating Adviser from the master servicer of the master servicer's
determination and analysis and all information reasonably requested thereby and
reasonably available to the master servicer in order to make an informed
decision, such approval will be deemed to have been granted. See "Risk
Factors--The Absence Of Or Inadequacy Of Insurance Coverage On The Property May
Adversely Affect Payments On Your Certificates" in this prospectus supplement.

THE SELLERS

Bear Stearns Commercial Mortgage, Inc.

         BSCMI is a wholly-owned subsidiary of Bear Stearns Mortgage Capital
Corporation, and is a New York corporation and an affiliate of Bear, Stearns &
Co. Inc., one of the underwriters. BSCMI or an affiliate of BSCMI originated all
of the BSCMI Loans and underwrote all of the BSCMI Loans. The principal offices
of BSCMI are located at 383 Madison Avenue, New York, New York 10179. BSCMI's
telephone number is (212) 272-2000.

Morgan Stanley Mortgage Capital Inc.

         MSMC is an affiliate of Morgan Stanley & Co. Incorporated, one of the
underwriters, formed as a New York corporation to originate and acquire loans
secured by mortgages on commercial and multifamily real estate. Each of the MSMC
Loans was originated or purchased by MSMC, and all of the MSMC Loans were
underwritten by MSMC underwriters. The principal offices of MSMC are located at
1585 Broadway, New York, New York 10036. MSMC's telephone number is (212)
761-4700.

Principal Commercial Funding, LLC

         PCF is a wholly owned subsidiary of Principal Global Investors, LLC
which is a wholly owned subsidiary of Principal Life Insurance Company. PCF was
formed as a Delaware limited liability company to originate and acquire loans
secured by commercial and multifamily real estate. Each of the PCF loans was
originated and underwritten by PCF and/or its affiliates. The offices of PCF are
located at 801 Grand Avenue, Des Moines, Iowa 50392. PCF's phone number is (515)
248-3944.

Wells Fargo Bank, National Association

         A description of Wells Fargo Bank, National Association is set forth
under "Servicing of the Mortgage Loans--The Master Servicer and Special
Servicer--Master Servicer" in this prospectus supplement.

SALE OF THE MORTGAGE LOANS

         On the Closing Date, each seller will sell its mortgage loans, without
recourse, to the Depositor, and the Depositor, in turn, will sell all of the
mortgage loans, without recourse and will assign the representations and
warranties made by each mortgage loan seller in respect of the mortgage loans
and the related remedies for breach of the representations and warranties to the
trustee for the benefit of the Certificateholders. In connection with such
assignments, each seller is required in accordance with the related Mortgage
Loan Purchase Agreement to deliver the Mortgage File, with respect to each
mortgage loan so assigned by it to the trustee or its designee.

         The trustee will be required to review the documents delivered by each
seller with respect to its mortgage loans within 75 days following the Closing
Date, and the trustee will hold the related documents in trust. Within 45

                                     S-117


days following the Closing Date, pursuant to the Pooling and Servicing
Agreement, the assignments with respect to each mortgage loan and any related
assignment of rents and leases, as described in the "Glossary of Terms" under
the term "Mortgage File," are to be completed in the name of the trustee, if
delivered in blank, and submitted for recording in the real property records of
the appropriate jurisdictions at the expense of the applicable seller.

         The mortgagee of record with respect to any Non-Serviced Mortgage Loan
will be the related Non-Serviced Mortgage Loan Trustee.

REPRESENTATIONS AND WARRANTIES

         In each Mortgage Loan Purchase Agreement, the related seller has
represented and warranted with respect to each of its mortgage loans, subject to
certain specified exceptions, as of the Closing Date or as of such other date
specifically provided in the representation and warranty, among other things,
generally to the effect that:

         (1) the information presented in the schedule of the mortgage loans
attached to the related Mortgage Loan Purchase Agreement is complete, true and
correct in all material respects;

         (2) such seller owns the mortgage loan free and clear of any and all
pledges, liens and/or other encumbrances;

         (3) no scheduled payment of principal and interest under the mortgage
loan was 30 days or more past due as of the Cut-off Date, and the mortgage loan
has not been 30 days or more delinquent in the twelve-month period immediately
preceding the Cut-off Date;

         (4) the related mortgage constitutes a valid and, subject to certain
creditors' rights exceptions, enforceable first priority mortgage lien, subject
to certain permitted encumbrances, upon the related mortgaged property;

         (5) the assignment of the related mortgage in favor of the trustee
constitutes a legal, valid and binding assignment;

         (6) the related assignment of leases establishes and creates a valid
and, subject to certain creditors' rights exceptions, enforceable first priority
lien in the related borrower's interest in all leases of the mortgaged property;

         (7) the mortgage has not been satisfied, cancelled, rescinded or
subordinated in whole or in material part, and the related mortgaged property
has not been released from the lien of such mortgage, in whole or in material
part;

         (8) except as set forth in a property inspection report prepared in
connection with the origination or securitization of the mortgage loan, the
related mortgaged property is, to the seller's knowledge, free and clear of any
damage that would materially and adversely affect its value as security for the
mortgage loan;

         (9) the seller has received no notice of the commencement of any
proceeding for the condemnation of all or any material portion of any mortgaged
property;

         (10) the related mortgaged property is covered by an American Land
Title Association, or an equivalent form of, lender's title insurance policy
that insures that the related mortgage is a valid, first priority lien on such
mortgaged property, subject only to certain permitted encumbrances;

         (11) the proceeds of the mortgage loan have been fully disbursed and
there is no obligation for future advances with respect to the mortgage loan;

         (12) except in the case of the mortgage loans covered by the secured
creditor impaired property policy that we describe above, an environmental site
assessment or update of a previous assessment was performed with

                                     S-118


respect to the mortgaged property in connection with the origination or
securitization of the related mortgage loan, a report of each such assessment
(or the most recent assessment with respect to each mortgaged property) has been
delivered to the Depositor, and such seller has no knowledge of any material and
adverse environmental condition or circumstance affecting such mortgaged
property that was not disclosed in such report;

         (13) each mortgage note, mortgage and other agreement that evidences or
secures 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, enforceable in accordance with its terms, and there is
no valid defense, counterclaim or right of offset or rescission available to the
related borrower with respect to such mortgage note, mortgage or other
agreement;

         (14) the related mortgaged property is, and is required pursuant to the
related mortgage to be, insured by casualty, business interruption and liability
insurance policies of a type specified in the related Mortgage Loan Purchase
Agreement;

         (15) there are no delinquent or unpaid taxes, assessments or other
outstanding charges affecting the related mortgaged property that are or may
become a lien of priority equal to or higher than the lien of the related
Mortgage;

         (16) the related borrower is not, to the seller's knowledge, a debtor
in any state or federal bankruptcy or insolvency proceeding;

         (17) no mortgage requires the holder of it to release all or any
material portion of the related mortgaged property from the lien of the mortgage
except upon payment in full of the mortgage loan, a defeasance of the mortgage
loan or, in certain cases, upon (a) the satisfaction of certain legal and
underwriting requirements and/or (b) except where the portion of the related
mortgaged property permitted to be released was not considered by the seller to
be material in underwriting the mortgage loan, the payment of a release price
and prepayment consideration in connection therewith;

         (18) to such seller's knowledge, there exists no material default,
breach, violation or event of acceleration, and no event 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 and the
related mortgaged property, other than those defaults that are covered by
certain other of the preceding representations and warranties;

         (19) the related mortgaged property consists of a fee simple estate in
real estate or, if the related mortgage encumbers the interest of a borrower as
a lessee under a ground lease of the mortgaged property (a) such ground lease or
a memorandum of the ground lease has been or will be duly recorded and (or the
related estoppel letter or lender protection agreement between the seller and
related lessor) permits the interest of the lessee under the ground lease to be
encumbered by the related mortgage; (b) the lessee's interest in such ground
lease is not subject to any liens or encumbrances superior to, or of equal
priority with, the related mortgage, other than certain permitted encumbrances;
(c) the borrower's interest in such ground lease is assignable to the Depositor
and its successors and assigns upon notice to, but without the consent of, the
lessor under the ground lease (or if it is required it will have been obtained
prior to the Closing Date); (d) such ground lease is in full force and effect
and the seller has received no notice that an event of default has occurred
under the ground lease; (e) such ground lease, or a related estoppel letter,
requires the lessor under such ground lease to give notice of any default by the
lessee to the holder of the mortgage and further provides that no notice of
termination given under such ground lease is effective against such holder
unless a copy has been delivered to such holder and the lessor has offered to
enter into a new lease with such holder on the terms that do not materially vary
from the economic terms of the ground lease; (f) 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) to
cure any default under such ground lease, which is curable after the receipt of
notice of any such default, before the lessor under the ground lease may
terminate such ground lease; and (g) such ground lease has an original term
(including any extension options set forth therein) which extends not less than
twenty years beyond the scheduled maturity date of the related mortgage loan;
and

                                     S-119


         (20) the related mortgage loan documents provide that the related
borrower is responsible for the payment of all reasonable costs and expenses of
lender incurred in connection with the defeasance of such mortgage loan and the
release of the related mortgaged property, and the borrower is required to pay
all reasonable costs and expenses of lender associated with the approval of an
assumption of such mortgage loan.

REPURCHASES AND OTHER REMEDIES

         If any mortgage loan document required to be delivered to the trustee
by a seller with respect to its mortgage loans as described under "--Sale of the
Mortgage Loans" above has a Material Document Defect, or if there is a Material
Breach by a seller regarding the characteristics of any of its mortgage loans
and/or the related mortgaged properties as described under "--Representations
and Warranties" above, then such seller will be obligated to cure such Material
Document Defect or Material Breach in all material respects within the
applicable Permitted Cure Period. Notwithstanding the foregoing, in the event
that the payments described under subparagraph 20 of the preceding paragraph
above are insufficient to pay the expenses associated with such defeasance or
assumption of the related mortgage loan, it shall be the sole obligation of the
related mortgage loan seller to pay an amount sufficient to pay such expenses.

         If any such Material Document Defect or Material Breach cannot be
corrected or cured in all material respects within the applicable Permitted Cure
Period, the seller will be obligated, not later than the last day of such
Permitted Cure Period, to:

         o     repurchase the affected mortgage loan from the trust at the
               Purchase Price; or,

         o     at its option, if within the two-year period commencing on the
               Closing Date, replace such mortgage loan with a Qualifying
               Substitute Mortgage Loan, and pay an amount generally equal to
               the excess of the applicable Purchase Price for the mortgage loan
               to be replaced (calculated as if it were to be repurchased
               instead of replaced), over the unpaid principal balance of the
               applicable Qualifying Substitute Mortgage Loan as of the date of
               substitution, after application of all payments due on or before
               such date, whether or not received.

         The seller must cure any Material Document Defect or Material Breach
within the Permitted Cure Period, provided, however, that if such Material
Document Defect or Material Breach would cause the mortgage loan to be other
than a "qualified mortgage", as defined in the Code, then the repurchase or
substitution must occur within 90 days from the date the seller was notified of
the defect or breach.

         The foregoing obligations of any seller to cure a Material Document
Defect or a Material Breach in respect of any of its mortgage loans or
repurchase or replace the defective mortgage loan, will constitute the sole
remedies of the trustee and the Certificateholders with respect to such Material
Document Defect or Material Breach; and none of us, the other sellers or any
other person or entity will be obligated to repurchase or replace the affected
mortgage loan if the related seller defaults on its obligation to do so. Each
seller is obligated to cure, repurchase or replace only mortgage loans that are
sold by it, and will have no obligations with respect to any mortgage loan sold
by any other seller.

CHANGES IN MORTGAGE POOL CHARACTERISTICS

         The description in this prospectus supplement of the Mortgage Pool and
the mortgaged properties is based upon the Mortgage Pool as expected to be
constituted at the time the offered certificates are issued. Prior to the
issuance of the offered certificates, a mortgage loan may be removed from the
Mortgage Pool if we deem such removal necessary or appropriate or if it is
prepaid. A limited number of other mortgage loans may be included in the
Mortgage Pool prior to the issuance of the offered certificates, unless
including such mortgage loans would materially alter the characteristics of the
Mortgage Pool as described herein. The information presented herein is
representative of the characteristics of the Mortgage Pool as it will be
constituted at the time the offered certificates are issued, although the range
of mortgage rates and maturities and certain other characteristics of the
mortgage loans in the Mortgage Pool may vary.

                                     S-120


MORTGAGE ELECTRONIC REGISTRATION SYSTEMS

         With respect to any Mortgage Loan for which the related assignment of
mortgage, assignment of assignment of leases, security agreements and/or UCC
financing statements have been recorded in the name of Mortgage Electronic
Registration Systems, Inc. ("MERS") or its designee, no assignment of mortgage,
assignment of assignment of leases, security agreements and/or UCC financing
statements in favor of the Trustee will be required to be prepared or delivered.
Instead, the related seller will be required to take all actions as are
necessary to cause the Trustee on behalf of the Trust to be shown as, and the
Trustee will be required to take all actions necessary to confirm that the
Trustee on behalf of the Trust is shown as, the owner of the related Mortgage
Loan on the records of MERS for purposes of the system of recording transfers of
beneficial ownership of mortgages maintained by MERS. The Trustee will include
the foregoing confirmation in the certification required to be delivered by the
Trustee after the Closing Date pursuant to the Pooling and Servicing Agreement.

                         SERVICING OF THE MORTGAGE LOANS

GENERAL

         The master servicer and the special servicer, either directly or
through the Primary Servicer or sub-servicers, will be required to service and
administer the mortgage loans (other than any Non-Serviced Mortgage Loans) in
accordance with the Servicing Standard. The applicable Non-Serviced Mortgage
Loan Pooling and Servicing Agreement will exclusively govern the servicing and
administration of the related Non-Serviced Mortgage Loan Group (and all
decisions, consents, waivers, approvals and other actions on the part of the
holders of any loans in a Non-Serviced Mortgage Loan Group will be effected in
accordance with the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement). Consequently, the servicing provisions described herein, including,
but not limited to those regarding the maintenance of insurance, the enforcement
of due-on-encumbrance and due-on-sale provisions, and those regarding
modification of the mortgage loans, appraisal reductions, defaulted mortgage
loans and foreclosure procedures and the administration of accounts will not be
applicable to any Non-Serviced Mortgage Loans, the servicing and administration
of which will instead be governed by the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement. The servicing standard for any Non-Serviced
Mortgage Loan under its related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement is substantially similar to the Servicing Standard under the Pooling
and Servicing Agreement.

         Each of the master servicer and the special servicer is required to
adhere to the Servicing Standard without regard to any conflict of interest that
it may have, any fees or other compensation to which it is entitled, any
relationship it may have with any borrower, and the different payment priorities
among the Classes of certificates. Each of the master servicer, the special
servicer and the Primary Servicer may become the owner or pledgee of
certificates with the same rights as each would have if it were not the master
servicer, the special servicer or the Primary Servicer, as the case may be.

         Any such interest of the master servicer, the special servicer or the
Primary Servicer in the certificates will not be taken into account when
evaluating whether actions of the master servicer, the special servicer or the
Primary Servicer are consistent with their respective obligations in accordance
with the Servicing Standard, regardless of whether such actions may have the
effect of benefiting the Class or Classes of certificates owned by the master
servicer, the special servicer or the Primary Servicer. In addition, the master
servicer or the special servicer may, under limited circumstances, lend money on
an unsecured basis to, accept deposits from, and otherwise generally engage in
any kind of business or dealings with, any borrower as though the master
servicer or the special servicer were not a party to the transactions
contemplated hereby.

         On the Closing Date, the master servicer will enter into an agreement
with the Primary Servicer under which the Primary Servicer will assume many of
the servicing obligations of the master servicer presented in this section with
respect to mortgage loans sold by it or its affiliates to the trust. The Primary
Servicer is subject to the Servicing Standard. If an Event of Default occurs in
respect of the master servicer and the master servicer is terminated, such
termination will not necessarily cause the termination of the Primary Servicer.
Notwithstanding the provisions of any primary servicing agreement or the Pooling
and Servicing Agreement, the master servicer shall remain obligated and liable
to the trustee, paying agent and the Certificateholders for servicing and
administering of

                                     S-121


the mortgage loans in accordance with the provisions of the Pooling and
Servicing Agreement to the same extent as if the master servicer was alone
servicing and administering the mortgage loans.

         Each of the master servicer, the Primary Servicer and the special
servicer is permitted to enter into a sub-servicing agreement and any such
sub-servicer will receive a fee for the services specified in such sub-servicing
agreement. However, any subservicing is subject to various conditions set forth
in the Pooling and Servicing Agreement including the requirement that the master
servicer, the special servicer or the Primary Servicer, as the case may be, will
remain liable for its servicing obligations under the Pooling and Servicing
Agreement. The master servicer or the special servicer, as the case may be, will
be required to pay any servicing compensation due to any sub-servicer out of its
own funds.

         The master servicer or special servicer may resign from the obligations
and duties imposed on it under the Pooling and Servicing Agreement, upon 30 days
notice to the trustee, provided that:

         o     a successor master servicer or special servicer is available, has
               assets of at least $15,000,000 and is willing to assume the
               obligations of the master servicer or special servicer, and
               accepts appointment as successor master servicer or special
               servicer, on substantially the same terms and conditions, and for
               not more than equivalent compensation and, in the case of the
               special servicer, is reasonably acceptable to the Operating
               Adviser, the depositor and the trustee;

         o     the master servicer or special servicer bears all costs
               associated with its resignation and the transfer of servicing;
               and

         o     the Rating Agencies have confirmed in writing that such servicing
               transfer will not result in a withdrawal, downgrade or
               qualification of the then current ratings on the certificates.

         Furthermore, the master servicer or special servicer may resign if it
determines that its duties are no longer permissible under applicable law or are
in material conflict by reason of applicable law with any other activities
carried on by it. A resignation of the master servicer will not affect the
rights and obligations of the Primary Servicer to continue to act as primary
servicer. If the master servicer ceases to serve as such and shall not have been
replaced by a qualified successor, the trustee or an agent of the trustee will
assume the master servicer's duties and obligations under the Pooling and
Servicing Agreement. If the special servicer shall cease to serve as such and a
qualified successor shall not have been engaged, the trustee or an agent will
assume the duties and obligations of the special servicer.

         The relationship of each of the master servicer and the special
servicer to the trustee is intended to be that of an independent contractor and
not that of a joint venturer, partner or agent.

         The master servicer will have no responsibility for the performance by
the special servicer, to the extent they are different entities, of its duties
under the Pooling and Servicing Agreement, and the special servicer will have no
responsibility for the performance by the master servicer of its duties under
the Pooling and Servicing Agreement.

         The master servicer initially will be responsible for servicing and
administering the entire pool of mortgage loans other than the Non-Serviced
Mortgage Loans. The special servicer will be responsible for servicing and
administering any Specially Serviced Mortgage Loans other than the Non-Serviced
Mortgage Loans.

         Upon the occurrence of any of the events set forth under the definition
of the term "Specially Serviced Mortgage Loan" in the "Glossary of Terms" in
this prospectus supplement (generally regarded as "Servicing Transfer Events"),
the master servicer will be required to transfer its principal servicing
responsibilities with respect to a Specially Serviced Mortgage Loan to the
special servicer in accordance with the procedures set forth in the Pooling and
Servicing Agreement. Notwithstanding such transfer, the master servicer will
continue to receive any payments on such mortgage loan, including amounts
collected by the special servicer, to make selected calculations with respect to
such mortgage loan, and to make remittances to the paying agent and prepare
reports for the trustee and the paying agent with respect to such mortgage loan.
If title to the related mortgaged property is acquired by the

                                     S-122


trust, whether through foreclosure, deed in lieu of foreclosure or otherwise,
the special servicer will be responsible for the operation and management of the
property and such loan will be considered a Specially Serviced Mortgage Loan.
The special servicing transfer events for any Non-Serviced Mortgage Loan under
its related Non-Serviced Mortgage Loan Pooling and Servicing Agreement are
substantially similar to the events set forth under the definition of the term
"Specially Serviced Mortgage Loan" in the "Glossary of Terms" to this prospectus
supplement.

         A Specially Serviced Mortgage Loan can become a Rehabilitated Mortgage
Loan to which the master servicer will re-assume all servicing responsibilities.

         The master servicer and the special servicer will, in general, each be
required to pay all ordinary expenses incurred by it in connection with its
servicing activities under the Pooling and Servicing Agreement and will not be
entitled to reimbursement therefor except as expressly provided in the Pooling
and Servicing Agreement. See "Description of the Offered
Certificates--Advances--Servicing Advances" in this prospectus supplement.

         The Primary Servicer, the master servicer and the special servicer and
any director, officer, employee or agent of any of them will be entitled to
indemnification from the trust out of collections on, and other proceeds of, the
mortgage loans (and, if and to the extent that the matter relates to a Serviced
Companion Mortgage Loan or B Note, out of collections on, and other proceeds of,
the Serviced Companion Mortgage Loan or B Note) against any loss, liability, or
expense incurred in connection with any legal action relating to the Pooling and
Servicing Agreement, the mortgage loans, any Serviced Companion Mortgage Loan,
any B Note or the certificates other than any loss, liability or expense
incurred by reason of the Primary Servicer's, master servicer's or special
servicer's willful misfeasance, bad faith or negligence in the performance of
their duties under the Pooling and Servicing Agreement.

         The Non-Serviced Mortgage Loan Pooling and Servicing Agreements
generally require the consent of the trustee, as holder of the Non-Serviced
Mortgage Loans, to certain amendments to that agreement that would adversely
affect the rights of the trustee in that capacity.

SERVICING OF THE JL HOLDINGS PORTFOLIO LOAN GROUP, THE HINCKLEY PORTFOLIO LOAN
GROUP, THE OAK TREE VILLAGE APARTMENTS A/B MORTGAGE LOAN AND THE MISSOURI CITY
SHOPPING CENTER A/B MORTGAGE LOAN

THE JL HOLDINGS PORTFOLIO LOAN GROUP

         Mortgage Loan Nos. 36-125 (the "JL Holdings Portfolio Pari Passu
Loan"), which had an outstanding principal balance as of the Cut-off Date of
$14,921,771, representing 1.2% of the Initial Pool Balance, is secured by the
same mortgaged properties on a pari passu basis with another note (the "JL
Holdings Portfolio Companion Loan"), and on a subordinate basis with a
subordinate note (the "JL Holdings Portfolio B Note"). The JL Holdings Portfolio
Companion Loan is currently held by the trustee for the BSCMS 2005-PWR8
securitization. The JL Holdings Portfolio Pari Passu Loan and the JL Holdings
Portfolio Companion Loan and the JL Holdings Portfolio B Note have the same
borrower and are all secured by the same mortgage instrument encumbering the JL
Holdings Portfolio Mortgaged Properties. The interest rate and maturity date of
the JL Holdings Portfolio Companion Loan are identical to those of the JL
Holdings Portfolio Pari Passu Loan. Payments from the borrower under the JL
Holdings Portfolio Loan Group will be applied on a pari passu basis to the JL
Holdings Portfolio Pari Passu Loan and the JL Holdings Portfolio Companion Loan.
The JL Holdings Portfolio B Note had an original principal balance of
$29,800,000, an interest rate of 8.67% and an original term of 10 years, and is
cross-defaulted with the JL Holdings Portfolio Companion Loan and the JL
Holdings Portfolio Pari Passu Loan. The JL Holdings Portfolio Companion Loan and
the JL Holdings Portfolio B Note are not assets of the trust.

         The JL Holdings Portfolio Loan Group is currently being serviced under
the BSCMS 2005-PWR8 Pooling and Servicing Agreement. That agreement provides for
servicing in a manner acceptable for rated transactions similar in nature to the
Series 2005-TOP19 securitization. The servicing arrangements under the BSCMS
2005-PWR8 Pooling and Servicing Agreement are generally similar to the servicing
arrangements under the Pooling and Servicing Agreement.

                                     S-123


         Payments: Under the terms of the JL Holdings Portfolio Loan Group
intercreditor agreement, prior to the occurrence and continuance of (i) a
monetary event of default or a material event of default, (ii) the acceleration
of the JL Holdings Portfolio Pari Passu Loan, or (iii) the JL Holdings Portfolio
Pari Passu Loan becoming a specially serviced mortgage loan as a result of a
monetary event of default or a material event of default or the occurrence of
the maturity date and after payment or reimbursement of the servicing fees due
under the BSCMS 2005-PWR8 Pooling and Servicing Agreement, any additional trust
fund expenses under the BSCMS 2005-PWR8 Pooling and Servicing Agreement and/or
advances and any costs or fees payable pursuant to the JL Holdings Portfolio
Pari Passu Mortgage, in each case, to the extent provided for in the JL Holdings
Portfolio Pari Passu Mortgage and the BSCMS 2005-PWR8 Pooling and Servicing
Agreement, all payments and proceeds (of whatever nature) received with respect
to the JL Holdings Portfolio Pari Passu Mortgage (including amounts received by
the BSCMS 2005-PWR8 Master Servicer or the BSCMS 2005-PWR8 Special Servicer
pursuant to the BSCMS 2005-PWR8 Pooling and Servicing Agreement but excluding
any amounts for required reserves or escrows required by the JL Holdings
Portfolio Pari Passu Mortgage and proceeds, awards or settlements to be applied
to the restoration or repair of the mortgaged property securing the JL Holdings
Portfolio Pari Passu Mortgage or released to the borrower under the JL Holdings
Portfolio Pari Passu Mortgage in accordance with the terms of the JL Holdings
Portfolio Pari Passu Mortgage) to the extent not otherwise required to be
applied under the JL Holdings Portfolio Pari Passu Mortgage will be paid:

         o     First, pari passu to the holders of the JL Holdings Portfolio
               Pari Passu Loan and the JL Holdings Portfolio Companion Loan in
               an amount equal to the accrued and unpaid interest on the
               principal balance of the JL Holdings Portfolio Pari Passu Loan
               and the JL Holdings Portfolio Companion Loan at the net rate for
               the JL Holdings Portfolio Pari Passu Loan and the JL Holdings
               Portfolio Companion Loan;

         o     Second, to each holder of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Portfolio Companion Loan, in an amount
               equal to the principal portion calculated in accordance with the
               terms of the JL Holdings Portfolio Pari Passu Loan and the JL
               Holdings Portfolio Companion Loan (other than any principal
               prepayment allocation amount related to the JL Holdings Portfolio
               Pari Passu Loan and the JL Holdings Portfolio Companion Loan and
               any principal prepayment allocation amount related to the JL
               Holdings Portfolio B Note), if any, with respect to the JL
               Holdings Portfolio Pari Passu Mortgage;

         o     Third, to each holder of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Portfolio Companion Loan in an amount
               equal to the principal prepayment allocation amount related to
               the JL Holdings Portfolio Pari Passu Loan and the JL Holdings
               Portfolio Companion Loan in reduction (to not less than zero) of
               the Principal Balance of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Portfolio Companion Loan;

         o     Fourth, to the holder of the JL Holdings Portfolio B Note in an
               amount equal to the accrued and unpaid interest on the principal
               balance of the JL Holdings Portfolio B Note at the JL Holdings
               Portfolio B Note rate;

         o     Fifth, to the holder of the JL Holdings Portfolio B Note, in an
               amount equal to the principal portion calculated in accordance
               with the terms of the JL Holdings Portfolio B Note (other than
               any principal prepayment allocation amount related to the JL
               Holdings Portfolio Pari Passu Loan and the JL Holdings Portfolio
               Companion Loan and any principal prepayment allocation amount
               related to the JL Holdings Portfolio B Note), if any, with
               respect to the JL Holdings Portfolio Loan Group;

         o     Sixth, to the holder of the JL Holdings Portfolio B Note in an
               amount equal to the JL Holdings Portfolio B Note principal
               prepayment allocation amount in reduction (to not less than zero)
               of the JL Holdings Portfolio B Note principal balance;

         o     Seventh, to the extent actually paid, any default interest in
               excess of the interest paid respectively to the holders of the JL
               Holdings Portfolio Pari Passu Loan and the JL Holdings Portfolio
               Companion Loan or the holder of the JL Holdings Portfolio B Note
               in accordance with clauses first and fourth above and

                                     S-124


               any late charges (but in each case only to the extent, if any,
               not required to be otherwise applied pursuant to the Pooling and
               Servicing Agreement), shall be paid first to the each holder of
               the JL Holdings Portfolio Pari Passu Loan and the JL Holdings
               Portfolio Companion Loan and then to the holder of the JL
               Holdings Portfolio B Note, based on the total amount of default
               interest and/or late charges then owing to each such party;

         o     Eighth, first to each holder of the JL Holdings Portfolio Pari
               Passu Loan and the JL Holdings Portfolio Companion Loan and then
               to the holder of the JL Holdings Portfolio B Note, in an amount
               equal to the prepayment premium, to the extent actually paid,
               allocable to the respective notes;

         o     Ninth, to the holder of the JL Holdings Portfolio B Note, up to
               the amount of any unreimbursed costs and expenses; and

         o     Tenth, any excess, pro rata, to each holder of the JL Holdings
               Portfolio Pari Passu Loan and the JL Holdings Portfolio Companion
               Loan and the holder of the JL Holdings Portfolio B Note based
               upon the initial principal balance of the JL Holdings Portfolio
               Pari Passu Loan and the JL Holdings Portfolio Companion Loan Note
               and the principal balance of the JL Holdings Portfolio B Note,
               respectively.

         Following the occurrence and during the continuance of a monetary event
of default or material event of default, the acceleration of the JL Holdings
Portfolio Mortgage Loan, the JL Holdings Portfolio Mortgage Loan becoming a
specially serviced mortgage loan as a result of a monetary event of default or
material event of default or the occurrence of the maturity date, after payment
or reimbursement of the servicing fees due under the BSCMS 2005-PWR8 Pooling and
Servicing Agreement, any additional trust fund expenses under the BSCMS
2005-PWR8 Pooling and Servicing Agreement and/or advances and any costs or fees
payable pursuant to the JL Holdings Portfolio Pari Passu Mortgage, in each case,
to the extent provided for in the JL Holdings Portfolio Pari Passu Mortgage and
the BSCMS 2005-PWR8 Pooling and Servicing Agreement, all payments and proceeds
(of whatever nature) received with respect to the JL Holdings Portfolio B Note
will be subordinated to all payments due under each of the JL Holdings Portfolio
Pari Passu Loan and the JL Holdings Portfolio Companion Loan and the amounts
received with respect to the JL Holdings Portfolio Mortgage Loan (including
amounts received by the BSCMS 2005-PWR8 Master Servicer or the BSCMS 2005-PWR8
Special Servicer pursuant to the BSCMS 2005-PWR8 Pooling and Servicing Agreement
but excluding any amounts for required reserves or escrows required by the JL
Holdings Portfolio Pari Passu Mortgage and proceeds, awards or settlements to be
applied to the restoration or repair of the mortgaged property securing the JL
Holdings Portfolio Pari Passu Mortgage or released to the JL Holdings Portfolio
Pari Passu Mortgage borrower in accordance with the terms of the JL Holdings
Portfolio Pari Passu Mortgage) will be paid:

         o     First, to each holder of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Portfolio Companion Loan, in an amount
               equal to accrued and unpaid interest on the principal balance of
               the JL Holdings Portfolio Pari Passu Loan and the JL Holdings
               Portfolio Companion Loan at the interest rate on the JL Holdings
               Portfolio Pari Passu Loan and the JL Holdings Portfolio Companion
               Loan through the end of the related interest accrual period;

         o     Second, to each holder of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Portfolio Companion Loan, in an amount
               equal to the principal balance on the JL Holdings Portfolio Pari
               Passu Loan and the JL Holdings Portfolio Companion Loan until
               paid in full;

         o     Third, to the holder of the JL Holdings Portfolio B Note, in an
               amount equal to the accrued and unpaid interest on the Note B
               Principal Balance at the interest rate on the JL Holdings
               Portfolio B Note through the end of the related interest accrual
               period;

         o     Fourth, to the holder of the JL Holdings Portfolio B Note, in an
               amount equal to the principal balance on the JL Holdings
               Portfolio B Note until paid in full;

                                     S-125


         o     Fifth, to each holder of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Portfolio Companion Loan, in an amount
               equal to any prepayment premium, to the extent actually paid,
               allocable to JL Holdings Portfolio Pari Passu Loan and the JL
               Holdings Portfolio Companion Loan;

         o     Sixth, to the holder of the JL Holdings Portfolio B Note, in an
               amount equal to any prepayment premium, to the extent actually
               paid, allocable to JL Holdings Portfolio B Note;

         o     Seventh, to the holder of the JL Holdings Portfolio Pari Passu
               Loan and the JL Holdings Companion Loan, in an amount equal to
               any default interest at the default rate on the JL Holdings
               Portfolio Pari Passu Loan and the JL Holdings Portfolio Companion
               Loan and any late payment fees allocable to JL Holdings Portfolio
               Pari Passu Loan and the JL Holdings Portfolio Companion Loan;

         o     Eighth, to the holder of the JL Holdings Portfolio B Note, in an
               amount equal to any default interest at the default rate on the
               JL Holdings Portfolio B Note and any late payment fees allocable
               to the JL Holdings Portfolio B Note;

         o     Ninth, to the holder of the JL Holdings Portfolio B Note up to
               the amount of any unreimbursed costs and expenses; and

         o     Tenth, any excess, pro rata, to each holder of the JL Holdings
               Portfolio Pari Passu Loan and the JL Holdings Portfolio Companion
               Loan and the holder of the JL Holdings Portfolio B Note based
               upon the initial principal balance on the JL Holdings Portfolio
               Pari Passu Loan and the JL Holdings Portfolio Companion Loan and
               principal balance on the JL Holdings Portfolio B Note,
               respectively.

         Rights of the Holders of the JL Holdings Portfolio B Note and the JL
Holdings Portfolio Pari Passu Loan

         Except under the circumstances described below in this section, the
BSCMS 2005-PWR8 Master Servicer and the BSCMS 2005-PWR8 Special Servicer for the
JL Holdings Portfolio Loan Group will be required to obtain the prior written
consent of the holder of the JL Holdings Portfolio B Note prior to taking any of
the following actions (which consent may be deemed given under the circumstances
contemplated by the related intercreditor agreement):

         o     any modification or waiver that would result in the extension of
               the maturity date a reduction in the interest rate or the monthly
               debt service payment or a deferral or a forgiveness of interest
               on or principal or any other monetary term (other than default
               interest) or a modification or waiver of any provision covering
               additional indebtedness or transferring any related mortgaged
               property or any interest therein;

         o     any modification of, or waiver with respect to, the JL Holdings
               Portfolio Loan Group or any loan therein that would result in a
               discounted pay-off of that loan;

         o     any foreclosure upon or comparable conversion of the ownership of
               any related mortgaged property or any acquisition of mortgaged
               property by deed-in-lieu of foreclosure;

         o     any proposed sale of a related REO Property for less than the an
               amount approximately equal to the purchase price;

         o     any determination to bring a related mortgaged property into
               compliance with applicable environmental laws;

         o     any acceptance of substitute or additional collateral;

         o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;

                                     S-126


         o     any release of the borrower, any guarantor or other obligor from
               liability with respect to the JL Holdings Portfolio Loan Group or
               any loan therein;

         o     any consent to the execution, termination, modification or any
               other matter under the master lease related to the mortgaged
               properties that secure the JL Holdings Portfolio Loan Group, to
               the extent the lender's approval is required under the loan
               documents;

         o     any approval of additional indebtedness secured by any related
               mortgaged property, to the extent the lender's approval is
               required under the related mortgage loan documents; or

         o     any renewal or replacement of the then existing insurance
               policies, to the extent the lender's approval is required under
               the related mortgage loan documents, or any waiver, modification
               or amendment of any insurance requirements under the related
               mortgage loan documents;

provided, that approval by the holder of the JL Holdings Portfolio B Note to any
such proposed action requiring its approval shall be deemed given if the holder
of the JL Holdings Portfolio B Note fails to notify the BSCMS 2005-PWR8 Master
Servicer or BSCMS 2005-PWR8 Special Servicer, as the case may be, of its
approval or disapproval of any such proposed action within five (5) business
days of delivery to the holder of the JL Holdings Portfolio B Note of written
notice of such a proposed action, together with the information requested by the
holder of the Holdings Portfolio B Note, such action by the BSCMS 2005-PWR8
Master Servicer or BSCMS 2005-PWR8 Special Servicer, as the case may be, shall
be deemed to have been approved by the holder of the JL Holdings Portfolio B
Note. In addition, the foregoing approval rights shall terminate upon
termination of the rights of the holder of the JL Holdings Portfolio B Note to
purchase the JL Holdings Portfolio Companion Loan and JL Holdings Portfolio Pari
Passu Loan during the repurchase period, which begins upon its receipt of a
notice of default by the related borrower and ends 45 days later.

         Whether or not the repurchase period has ended, the holder of the JL
Holdings Portfolio B Note will have the right to consult with the BSCMS
2005-PWR8 Master Servicer or the BSCMS 2005-PWR8 Special Servicer, as
applicable, regarding the JL Holdings Portfolio Loan Group.

         Pursuant to an intercreditor agreement, the holders of the JL Holdings
Portfolio Pari Passu Loan and the JL Holdings Portfolio Companion Loan also have
the right to vote on taking the actions discussed above, subject to similar
qualifications, which vote will be determined by holders of a majority in
principal amount of the JL Holdings Portfolio Pari Passu Loan and the JL
Holdings Portfolio Companion Loan; provided, however, that if such majority
cannot agree on a course of action within 45 days, then the series BSCMS
2005-PWR8 controlling class representative may direct the BSCMS 2005-PWR8 Master
Servicer or the BSCMS 2005-PWR8 Special Servicer to take such action as
satisfies the requirements of the BSCMS 2005-PWR8 Pooling and Servicing
Agreement, including the servicing standard thereunder.

         The trust, as holder of the JL Holdings Portfolio Pari Passu Loan will
have the right to consult with the BSCMS 2005-PWR8 Master Servicer and the BSCMS
2005-PWR8 Special Servicer, as applicable, regarding the JL Holdings Portfolio
Loan Group.

         Notwithstanding the foregoing, the BSCMS 2005-PWR8 Master Servicer and
the BSCMS 2005-PWR8 Special Servicer are not required to comply with any advice,
consultation, approval or non-approval provided by the holder of the JL Holdings
Portfolio B Note or the holder of the JL Holdings Portfolio Pari Passu Loan if
such advice, or consultation, approval or non-approval would (A) cause a
violation of any applicable law, (B) be inconsistent with the servicing standard
under the BSCMS 2005-PWR8 Pooling and Servicing Agreement, (C) cause a violation
of the provisions of the intercreditor agreement or the BSCMS 2005-PWR8 Pooling
and Servicing Agreement relating to the REMIC provisions, (D) cause a violation
of any other provisions of the intercreditor agreement or the BSCMS 2005-PWR8
Pooling and Servicing Agreement, (E) cause a violation of the terms of the
related mortgage loan, or (F) materially expand the scope of any servicer's
responsibilities under the BSCMS 2005-PWR8 Pooling and Servicing Agreement.

                                     S-127


         The holder of the JL Holdings Portfolio B Note will also have the
option to purchase the JL Holdings Portfolio Pari Passu Loan and the JL Holdings
Portfolio Companion Loan (in whole and not in part) if an event of default under
the JL Holdings Portfolio Loan occurs and is continuing. This right may be
exercised during the 45-day period beginning upon receipt by the holder of the
JL Holdings Portfolio B Note of a notice of borrower default and transfer of the
loan to the special servicer.

         The holder of the JL Holdings Portfolio B Note shall have the right to
transfer the JL Holdings Portfolio B Note or any portion thereof, to a qualified
institutional lender, without obtaining the BSCMS 2005-PWR8 Master Servicer's
prior written consent, provided, that prior to the transfer the BSCMS 2005-PWR8
Master Servicer is provided with (A) an officer's certificate from a senior
officer of the holder of the JL Holdings Portfolio B Note certifying that the
transferee is a qualified institutional lender and (B) a copy of the assignment
and assumption agreement. The holder of the JL Holdings Portfolio B Note shall
also have the right to transfer the JL Holdings Portfolio B Note, or any
interest therein, to a JL Holdings Portfolio B Note pledgee.

         The JL Holdings Portfolio B Note is currently held by Wells Fargo Bank,
National Association, which is also the related mortgage loan seller and the
BSCMS 2005-PWR8 Master Servicer, as well as the BSCMS 2005-PWR8 Certificate
Administrator.

         The holder of the JL Holdings Portfolio B Note may have relations and
interests that conflict with those of the Certificateholders. It has no
obligations to the Certificateholders and may act solely in its own interests.
No Certificateholder may take any action against the holder of the JL Holdings
Portfolio B Note for acting solely in its own interests.

THE HINCKLEY PORTFOLIO LOAN GROUP

         Mortgage Loan Nos. 28-32 (the "Hinckley Portfolio Pari Passu Loan"),
which had an aggregate outstanding principal balance as of the Cut-off Date of
$17,463,277, representing 1.4% of the Initial Pool Balance, is secured by the
same mortgaged property on a pari passu basis with another group of notes (the
"Hinckley Portfolio Companion Loan"), which are not included in the trust and
had an aggregate original principal balance of $17,500,000. The Hinckley
Portfolio Companion Loan is currently held by Wells Fargo Bank, National
Association. The Hinckley Portfolio Pari Passu Loan and the Hinckley Portfolio
Companion Loan have the same borrower and are all secured by the same mortgage
instrument encumbering the Hinckley Portfolio Mortgaged Property. The interest
rate and maturity date of the Hinckley Portfolio Companion Loan are identical to
those of the Hinckley Portfolio Pari Passu Loan. Payments from the borrower
under the Hinckley Portfolio Loan Group will be applied on a pari passu basis to
the Hinckley Portfolio Pari Passu Loan and the Hinckley Portfolio Companion
Loan.

         The Hinckley Portfolio Pari Passu Loan and the Hinckley Portfolio
Companion Loan will each be serviced pursuant to the Pooling and Servicing
Agreement. The intercreditor agreement between the holders of the Hinckley
Portfolio Pari Passu Loan and the holders of the Hinckley Portfolio Companion
Loan is expected to provide that for so long as the Hinckley Portfolio Pari
Passu Loan is included in a securitization the applicable master servicer or the
special servicer, if applicable, will be obligated to administer the Hinckley
Portfolio Pari Passu Loan consistently with the terms of the related
intercreditor agreement and the Pooling and Servicing Agreement. It is expected
that the special servicer will be required to give the holders of the Hinckley
Portfolio Companion Loan or their representatives prompt notice of any
determination by the special servicer to take certain specified actions. The
holders of the Hinckley Portfolio Companion Loan or their representatives will
have an opportunity to consult with the special servicer after receipt of such
notice with respect to any such proposed action.

         Except under the circumstances described below in this section, the
master servicer or the special servicer, as the case may be, will be required to
obtain the vote of the holders of a majority in aggregate principal amount of
the Hinckley Portfolio Pari Passu Loan and the Hinckley Portfolio Companion Loan
prior to taking any of the following actions:

         o     any modification or waiver that would result in the extension of
               the maturity date a reduction in the interest rate or the monthly
               debt service payment or a deferral or a forgiveness of interest
               on or principal or any other monetary term (other than default
               interest) or a modification or waiver of any

                                     S-128


               provision covering additional indebtedness or transferring any
               related mortgaged property or any interest therein;

         o     any modification of, or waiver with respect to, the Hinckley
               Portfolio Loan Group or any loan therein that would result in a
               discounted pay-off of that loan;

         o     any foreclosure upon any related mortgaged property;


         o     any proposed sale of a related REO Property for less than the
               amount approximately equal to the purchase price;

         o     any determination to bring a related mortgaged property into
               compliance with applicable environmental laws;


         o     any acceptance of substitute or additional collateral;


         o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause;


         o     any release of the borrower, any guarantor or other obligor from
               liability with respect to the Hinckley Portfolio Loan Group or
               any loan therein;


         o     any approval of additional indebtedness secured by any related
               mortgaged property, to the extent the lender's approval is
               required under the mortgage loan documents; or


         o     any renewal or replacement of the then existing insurance
               policies, to the extent the lender's approval is required under
               the loan documents, or certain waivers, modification or
               amendments of any insurance requirements under the mortgage loan
               documents;

provided, however, that if such majority cannot agree on a course of action
within 45 days, then the controlling class representative may direct the master
servicer or special servicer to take such action as satisfies the requirements
of the Pooling and Servicing Agreement, including the Servicing Standard.

         The initial holder of the Hinckley Portfolio Companion Loan is
currently Wells Fargo Bank, National Association, which is also the related
mortgage loan seller and master servicer hereunder.

         The holder of the Hinckley Portfolio Companion Loan may have relations
and interests that conflict with those of the Certificateholders. It has no
obligations to the Certificateholders and may act solely in its own interests.
No Certificateholder may take any action against the holder of the Hinckley
Portfolio Companion Loan for acting solely in its own interests.

THE OAK TREE VILLAGE APARTMENTS A/B MORTGAGE LOAN

         Mortgage Loan No. 24, which had an original principal balance of
$19,000,000 (the "Oak Tree Village Apartments Mortgage Loan"), represents
approximately 1.5% of the Initial Pool Balance. The mortgage on the related
mortgaged property also secures one subordinate note with an original principal
balance of $1,000,000 (the "Oak Tree Village Apartments B Note"). The Oak Tree
Village Apartments B Note initially will be held by Principal Life Insurance
Company, which holder may sell or transfer the Oak Tree Village Apartments B
Note at any time subject to compliance with the requirements of the related
intercreditor agreement. The Oak Tree Village Apartments B Note is not included
in the trust but will be serviced pursuant to the Pooling and Servicing
Agreement. The Oak Tree Village Apartments Mortgage Loan together with the Oak
Tree Village Apartments B Note are referred to herein as the "Oak Tree Village
Apartments A/B Mortgage Loan." The Oak Tree Village Apartments Mortgage Loan and
the Oak Tree Village Apartments B Note each have the same borrower and the same
maturity date.

                                     S-129


The Oak Tree Village Apartments Intercreditor Agreement

         The initial holder of the Oak Tree Village Apartments Mortgage Loan and
the initial holder of the Oak Tree Village Apartments B Note entered into an
intercreditor agreement dated as of June 20, 2005 (the "Oak Tree Village
Apartments Intercreditor Agreement").

Rights of the Holder of the Oak Tree Village Apartments B Note

         Pursuant to the terms of the Oak Tree Village Apartments Intercreditor
Agreement, the holder of the Oak Tree Village Apartments B Note has the right to
direct the master servicer with respect to various servicing matters (including
substitution or release of the related mortgaged property) affecting the Oak
Tree Village Apartments A/B Mortgage Loan as described hereunder. In addition,
the holder of the Oak Tree Village Apartments B Note has the right (i) to
replace the special servicer of the Oak Tree Village Apartments A/B Mortgage
Loan under the conditions described under "Servicing of the Mortgage
Loans--Special Servicer--Termination of the Special Servicer" and (ii) whether
or not an Oak Tree Village Apartments Change of Control Event has occurred, (a)
to cure a monetary event of default within 10 days after the later of its
receipt of notice of such event of default or the expiration of the applicable
notice and grace periods; (b) to cure a non-monetary default, within 30 days
following the later of receipt of notice of such event of default or the
expiration of the applicable notice and grace periods and (c) to purchase the
Oak Tree Village Apartments Mortgage Loan (in whole but not in part) if an event
of default under the Oak Tree Village Apartments A/B Mortgage Loan has occurred
and such A/B Mortgage Loan has becomes specially serviced.

         If a monetary event of default (as to which the holder of the Oak Tree
Village Apartments B Note or its designee is not curing in accordance with the
Oak Tree Village Apartments Intercreditor Agreement) has occurred and is
continuing with respect to the Oak Tree Village Apartments Mortgage Loan, or a
material non-monetary event of default (as to which the holder of the Oak Tree
Village Apartments B Note or its designee is not curing in accordance with the
Oak Tree Village Apartments Intercreditor Agreement) has occurred and is
continuing at a time when the Oak Tree Village Apartments Mortgage Loan is being
specially serviced, then the aggregate amount of all payments and other
collections will be applied to pay accrued and unpaid interest (other than
default interest) and principal and certain other amounts described in the Oak
Tree Village Apartments Intercreditor Agreement (until such amounts have been
paid in full) payable on the Oak Tree Village Apartments Mortgage Loan prior to
paying interest or principal to the holder of the Oak Tree Village Apartments B
Note. At all other times, amounts received and other collections with respect to
the Oak Tree Village Apartments A/B Mortgage Loan will be applied to pay accrued
and unpaid interest (other than default interest) and principal payable on the
Oak Tree Village Apartments Mortgage Loan and the Oak Tree Village Apartments B
Note, as further described in the Oak Tree Village Apartments Intercreditor
Agreement.

Certain Rights to Consult with and Direct the Special Servicer

         With respect to the Oak Tree Village Apartments A/B Mortgage Loan,
except under the circumstances described below, neither the master servicer nor
the special servicer, as applicable, will be permitted to take (or, in the case
of the special servicer, if and when appropriate under the Pooling and Servicing
Agreement, to consent to the master servicer's taking), at any time (whether or
not an event of default under the Oak Tree Village Apartments A/B Mortgage Loan
documents has occurred) any of the following actions (but only if the Pooling
and Servicing Agreement requires the special servicer to consent to, or consult
with any other servicer about, or otherwise share in the servicing
responsibility of processing a decision regarding any such action ), unless the
master servicer or special servicer, as applicable, has notified the holder of
the Oak Tree Village Apartments B Note of such proposed action in writing, and
such holder has not objected in writing within 5 business days (if the Oak Tree
Village Apartments A/B Mortgage Loan is not specially serviced) or 10 business
days (if the Oak Tree Village Apartments A/B Mortgage Loan is specially
serviced) following the holder of the Oak Tree Village Apartments B Note having
been notified and provided with all information that such holder reasonably
requests with respect to the proposed action:

         o     any proposed foreclosure upon, acceptance of a deed-in-lieu of
               foreclosure, or comparable conversion (which may include
               acquisition as REO Property) of the ownership of the related
               mortgaged property and the other collateral securing the Oak Tree
               Village Apartments A/B Mortgage Loan;

                                     S-130


         o     any modification, extension, amendment or waiver of a monetary
               term (including, without limitation, the timing of payments) and
               any material non-monetary term (including any material term
               relating to insurance) of the Oak Tree Village Apartments A/B
               Mortgage Loan (including, without limitation, any modification,
               amendment or waiver which would result in a discounted payoff of
               such A/B Mortgage Loan);

         o     any proposed sale of the related mortgaged property after it
               becomes REO Property;

         o     any acceptance of a discounted payoff of any portion of the Oak
               Tree Village Apartments A/B Mortgage Loan;

         o     any determination to bring the related mortgaged property
               (including if it is an REO Property) into compliance with
               applicable environmental laws or to otherwise address hazardous
               materials located at the related mortgaged property;

         o     any release of material collateral for the Oak Tree Village
               Apartments A/B Mortgage Loan (including, but not limited to, the
               termination or release of any reserves, escrows or letters of
               credit), other than in accordance with the terms of the loan
               documents for, or upon satisfaction of, such A/B Mortgage Loan;

         o     any acceptance of substitute or additional collateral for the Oak
               Tree Village Apartments A/B Mortgage Loan (other than in
               accordance with the terms of the loan documents for such A/B
               Mortgage Loan);

         o     any waiver of a "due-on-sale" or "due-on-encumbrance" clause with
               respect to the Oak Tree Village Apartments A/B Mortgage Loan or
               the approval of the incurrence of any other additional
               indebtedness secured directly or indirectly by the related
               mortgaged property or any ownership or other interest in the
               borrower, including, but not limited to mezzanine debt and/or a
               preferred equity investment;

         o     any release or substitution of the borrower, any guarantor,
               indemnitor or other obligor from liability in respect of all or
               any portion of the Oak Tree Village Apartments A/B Mortgage Loan,
               including, without limitation, any acceptance of an assumption
               agreement releasing the borrower (or other obligor with respect
               to such A/B Mortgage Loan) from liability under such A/B Mortgage
               Loan;

         o     any renewal or replacement of the then existing insurance
               policies with respect to the Oak Tree Village Apartments A/B
               Mortgage Loan to the extent that such renewal or replacement
               policy does not comply with the terms of the related mortgage
               loan documents or any waiver, modification or amendment of any
               insurance requirements under the related mortgage loan documents,
               in each case if lenders' approval is required under the related
               mortgage loan documents; and

         o     any adoption or approval of a plan in bankruptcy of the borrower;


provided that, in the event that the master servicer or special servicer, as
applicable, determines that immediate action is necessary to protect the
interests of the certificateholders and the holder of the Oak Tree Village
Apartments B Note (as a collective whole), the master servicer or special
servicer, as applicable, may take (or, in the case of the special servicer, if
and when appropriate under the Pooling and Servicing Agreement, may consent to
the master servicer's taking) any such action without waiting for the response
of the Oak Tree Village Apartments B Note holder.

         Notwithstanding the foregoing, no advice, direction or objection given
or made by the holder of the Oak Tree Village Apartments B Note for the Oak Tree
Village Apartments A/B Mortgage Loan may, and the master servicer and the
special servicer are each to ignore any advice, direction or objection so given
that in its reasonable judgment would:

                                     S-131


         o     require, cause or permit such servicer to violate applicable law,
               any provision of the Oak Tree Village Apartments Intercreditor
               Agreement or the Pooling and Servicing Agreement, including that
               party's obligation to act in accordance with the Servicing
               Standard; or

         o     result in an adverse tax consequence for the trust fund.


         Furthermore, the master servicer or the special servicer, as
applicable, will not be obligated to seek approval from the holder of the Oak
Tree Village Apartments B Note for any actions to be taken by such servicer with
respect to the workout or liquidation of the Oak Tree Village Apartments A/B
Mortgage Loan if:

         o     the master servicer or special servicer has, as provided in the
               second preceding paragraph notified the holder of the Oak Tree
               Village Apartments B Note in writing of various actions that the
               master servicer or special servicer proposes to take with respect
               to the workout or liquidation of the Oak Tree Village Apartments
               B Note; and

         o     for 90 days following the first such notice, the holder of the
               Oak Tree Village Apartments B Note has objected to all of those
               proposed actions and has failed to suggest any alternative
               actions that the master servicer or special servicer considers to
               be consistent with the Servicing Standard.

         Notwithstanding the foregoing, the holder of the Oak Tree Village
Apartments B Note will not have the rights otherwise described above for so long
as an Oak Tree Village Apartments Change of Control Event exists with respect to
the Oak Tree Village Apartments A/B Mortgage Loan.

Cure Rights of the Holder of the Oak Tree Village Apartments B Note

         In addition, the holder of the Oak Tree Village Apartments B Note will
be entitled (subject to certain terms and conditions set forth in the Oak Tree
Village Apartments Intercreditor Agreement) to cure monetary events of default
under the Oak Tree Village Apartments A/B Mortgage Loan, in which case the
special servicer will refrain from taking any action against the related
borrower, any related guarantor or any related mortgaged property. The holder of
the Oak Tree Village Apartments B Note may exercise such right to cure within 10
days after the later of receipt of notice or the expiration of the grace period.
Notwithstanding the foregoing, the holder of the Oak Tree Village Apartments B
Note will not be required to pay or reimburse any person amounts which
constitute prepayment premiums, default interest, late charges, special
servicing fees (to the extent the Oak Tree Village Apartments A/B Mortgage Loan
is not then specially serviced), workout fees and/or liquidation fees. So long
as a monetary default exists for which a cure payment permitted under the Oak
Tree Village Apartments Intercreditor Agreement is made, or a non-monetary
default exists for which the holder of the Oak Tree Village Apartments B Note
(or its designee) is pursuing a cure within the applicable cure period and in
accordance with the terms of the Oak Tree Village Apartments Intercreditor
Agreement, such monetary default or non-monetary default will not be treated as
a default under the loan documents by the master servicer or special servicer;
but such limitation will not prevent the master servicer or special servicer
from collecting default interest or late charges. Notwithstanding the foregoing,
the holder of the Oak Tree Village Apartment B Note is entitled to (i) no more
than 4 consecutive cure events, (ii) no more than 6 cure events, whether or not
consecutive, in any 12 month period and (iii) no more than 9 cure events over
the life of the Oak Tree Village Apartments Mortgage Loan.

Purchase Option

         The holder of the Oak Tree Village Apartments B Note will also have the
option to purchase the Oak Tree Village Apartments Mortgage Loan if an event of
default under the Oak Tree Village Apartments A/B Mortgage Loan occurs and such
A/B Mortgage Loan becomes specially serviced. If and for so long as the Oak Tree
Village Apartments A/B Mortgage Loan remains specially serviced and, further,
upon the earliest to occur of: (i) any monthly payment becoming at least 60 days
delinquent, (ii) immediately prior to the holder of the Oak Tree Village
Apartments B Note losing its control rights under the Oak Tree Village
Apartments Intercreditor Agreement (provided that an event of default either has
occurred and is continuing or is reasonably foreseeable), and (iii) the
initiation of foreclosure proceedings or any other enforcement action by the
special servicer, the holder of the Oak Tree Village Apartments B Note may, at
its option, purchase or designate another person to purchase the Oak Tree

                                     S-132


Village Apartments Mortgage Loan at the purchase price set forth in, and in
accordance with the requirements of, the Oak Tree Village Apartments
Intercreditor Agreement, which such purchase price is generally equal to a par
purchase price. No workout fee, liquidation fee or similar fee payable to the
master servicer or special servicer for the Oak Tree Village Apartments A/B
Mortgage Loan will be payable by the holder of the Oak Tree Village Apartments B
Note if (i) the Pooling and Servicing Agreement does not expressly provide for
payment of such liquidation fees by the holder of the Oak Tree Village
Apartments B Note or (ii) with respect to any liquidation fee which is expressly
required to be paid under the Pooling and Servicing Agreement in connection with
such purchase by the holder of the Oak Tree Village Apartments B Note, the Oak
Tree Village Apartments Mortgage Loan is purchased within 90 days of the later
of the transfer of the Oak Tree Village Apartments A/B Mortgage Loan to the
special servicer and the receipt by the holder of the Oak Tree Village
Apartments B Note of written notice from the special servicer that such transfer
has taken place. Furthermore, the holder of the Oak Tree Village Apartments B
Note will not be required to pay any amounts payable by the related mortgage
borrower as exit fees or any other charges or fees, prepayment premiums,
make-whole premiums, yield maintenance amounts or similar charges, as part of
such purchase price. The foregoing purchase rights of the holder of the Oak Tree
Village Apartments B Note do not apply to any REO Property related to the Oak
Tree Village Apartments A/B Mortgage Loan and will terminate upon the completion
of the foreclosure of the related mortgaged property or the acceptance of a deed
in lieu of foreclosure with respect to such mortgaged property.

         The initial holder of the Oak Tree Village Apartments B Note will be
Principal Life Insurance Company or an affiliate thereof. Principal Life
Insurance Company is an affiliate of the related mortgage loan seller and
related primary servicer for the Oak Tree Village Apartments A/B Mortgage Loan.

         The holder of the Oak Tree Village Apartments B Note may have
relationships and interests that conflict with those of the series 2005-TOP19
certificateholders. It has no obligations to the series 2005-TOP19
certificateholders and may act solely in its own interests. No series 2005-TOP19
certificateholder may take any action against the holder of the Oak Tree Village
Apartments B Note for acting solely in its own interests.

         When reviewing the rest of this "Servicing of the Mortgage Loans"
section under this prospectus supplement, it is important that you consider the
effects that the rights and powers of the holder of the Oak Tree Village
Apartments B Note discussed above could have on the actions of the master
servicer or special servicer.

THE MISSOURI CITY SHOPPING CENTER A/B MORTGAGE LOAN

         Mortgage Loan No. 168 (the "Missouri City Shopping Center Mortgage
Loan"), which had an outstanding principal balance as of the Cut-off Date of
$6,268,424, representing 0.5% of the Initial Pool Balance, is secured by a
mortgaged property that also secures a subordinate loan (the "Missouri City
Shopping Center B Note"). The Missouri City Shopping Center Mortgage Loan,
together with the Missouri City Shopping Center B Note shall be referred to in
this prospectus supplement as the "Missouri City Shopping Center A/B Mortgage
Loan." The Missouri City Shopping Center B Note is subordinate in right of
payment to the Missouri City Shopping Center Mortgage Loan and had an original
balance of $412,500. Only the Missouri City Shopping Center Mortgage Loan is
included in the trust. The Missouri City Shopping Center B Note is not an asset
of the trust, and is currently held by CBA-Mezzanine Capital Finance, LLC.

         The holders of the Missouri City Shopping Center Mortgage Loan and the
Missouri City Shopping Center B Note entered into an intercreditor agreement,
which sets forth the respective rights of each of the holders of the related
Missouri City Shopping Center A/B Mortgage Loan. Pursuant to the terms of that
intercreditor agreement, the rights of the holder of the Missouri City Shopping
Center B Note to receive payments are subordinate to the rights of the holder of
the related Missouri City Shopping Center Mortgage Loan to receive payments of
interest, principal and certain other amounts with respect thereto. Prior to the
occurrence of (i) the acceleration of the Missouri City Shopping Center Mortgage
Loan or the related Missouri City Shopping Center B Note, (ii) a monetary event
of default or (iii) an event of default triggered by the bankruptcy of the
borrower, the related borrower will make separate monthly payments of principal
and interest to the master servicer and the holder of the related Missouri City
Shopping Center B Note, and following the occurrence and during the continuance
of (i) the acceleration of a Missouri City Shopping Center Mortgage Loan or its
related Missouri City Shopping Center B Note, (ii) a monetary event of default
or (iii) an event of default triggered by the bankruptcy of the related
borrower,

                                     S-133


and subject to certain rights of the holder of the Missouri City Shopping Center
B Note to purchase the Missouri City Shopping Center Mortgage Loan from the
trust, all payments and proceeds (of whatever nature) on the Missouri City
Shopping Center B Note will be subordinated to all payments due on the related
Missouri City Shopping Center Mortgage Loan and the holder of such Missouri City
Shopping Center B Note will not be entitled to receive any payment of principal
or interest until the holder of the related Missouri City Shopping Center
Mortgage Loan has been paid all of its unreimbursed costs and expenses, accrued
and unpaid non-default interest and unpaid principal in full.

         The Missouri City Shopping Center A/B Mortgage Loan will be serviced
pursuant to the terms of the Pooling and Servicing Agreement.

Rights of the Holder of the Missouri City Shopping Center B Note

         Consent Rights. The master servicer and/or the special servicer may not
enter into amendments, modifications or extensions of the Missouri City Shopping
Center Mortgage Loan or the Missouri City Shopping Center B Note in a material
manner without the consent of the holder of the Missouri City Shopping Center B
Note; provided, however, that such consent right will expire when the repurchase
period described below expires. Notwithstanding anything herein to the contrary,
no advice, direction or objection from or by a holder of the Missouri City
Shopping Center B Note, as contemplated by the preceding paragraph, may require
or cause the master servicer or special servicer, as applicable, to violate any
provision of the Pooling and Servicing Agreement (including the master
servicer's or special servicer's, as applicable, obligation to act in accordance
with the Servicing Standard), the related loan documents or the REMIC
Provisions.

         Purchase Option. In the event that (i) any payment of principal or
interest on the Missouri City Shopping Center Mortgage Loan or Missouri City
Shopping Center B Note becomes 90 or more days delinquent, (ii) the principal
balance of the Missouri City Shopping Center Mortgage Loan or Missouri City
Shopping Center B Note has been accelerated, (iii) the principal balance of the
Missouri City Shopping Center Mortgage Loan or Missouri City Shopping Center B
Note is not paid at maturity, (iv) the related borrower declares bankruptcy or
(v) any other event where the cash flow payment under the Missouri City Shopping
Center B Note has been interrupted and payments are made pursuant to the event
of default waterfall, the holder of such Missouri City Shopping Center B Note
will be entitled to purchase the related Missouri City Shopping Center Mortgage
Loan from the trust for a period of 30 days after its receipt of a notice of any
such occurrence, subject to certain conditions set forth in the applicable
intercreditor agreement. The purchase price will generally equal the unpaid
principal balance of the applicable Missouri City Shopping Center Mortgage Loan,
together with all unpaid interest on such Missouri City Shopping Center Mortgage
Loan (other than default interest) at the related mortgage rate and any
outstanding servicing expense, advances and interest on advances for which the
related borrower under such Missouri City Shopping Center Mortgage Loan is
responsible. Unless the related borrower or an affiliate is purchasing the
Missouri City Shopping Center Mortgage Loan, no prepayment consideration will be
payable in connection with the purchase of such Missouri City Shopping Center
Mortgage Loan.

THE MASTER SERVICER AND SPECIAL SERVICER

Master Servicer

         Wells Fargo Bank, National Association ("Wells Fargo") will be
responsible for servicing the mortgage loans as master servicer. Wells Fargo
provides a full range of banking services to individual, agribusiness, real
estate, commercial and small business customers. Wells Fargo is also the paying
agent and certificate registrar.

         Wells Fargo's principal servicing offices are located at 45 Fremont
Street, 2nd Floor, San Francisco, California 94105.

         As of June 30, 2005, Wells Fargo was responsible for servicing
approximately 7,431 commercial and multifamily mortgage loans, totaling
approximately $57.5 billion in aggregate outstanding principal amounts,
including loans securitized in mortgage-backed securitization transactions.

                                     S-134


         Wells Fargo & Company is the holding company for Wells Fargo. Wells
Fargo & Company files reports with the Securities and Exchange Commission that
are required under the Securities Exchange Act of 1934. Such reports include
information regarding the master servicer and may be obtained at the website
maintained by the Securities and Exchange Commission at http://www.sec.gov.

         The information presented herein concerning Wells Fargo has been
provided by Wells Fargo. Accordingly, we make no representation or warranty as
to the accuracy or completeness of such information.

Special Servicer

         ARCap Servicing, Inc., a Delaware corporation, will be responsible for
servicing the Specially Serviced Mortgage Loans. The special servicer is a
wholly owned subsidiary of ARCap REIT, Inc., headquartered in Irving, Texas, and
an affiliate of ARCap CMBS Fund II REIT, Inc., the entity which is anticipated
to be the initial Operating Adviser. The special servicer's principal place of
business is 5605 N. MacArthur Blvd., Suite 950, Dallas, Texas 75038. As of June
30, 2005, ARCap Servicing, Inc. was named the special servicer on 48 CMBS
transactions encompassing 7,121 loans with a legal balance of $49.06 billion.
The portfolios include office, retail, multifamily, hospitality, industrial and
other types of income producing properties in the United States, Canada and
Puerto Rico.

         The information presented herein concerning ARCap Servicing, Inc. has
been provided by ARCap Servicing, Inc. Accordingly, we make no representation or
warranty as to the accuracy or completeness of such information.

THE MASTER SERVICER

Master Servicer Compensation

         The master servicer will be entitled to a Master Servicing Fee equal to
the Master Servicing Fee Rate applied to the outstanding Scheduled Principal
Balance of each mortgage loan, including REO Properties. The master servicer
will be entitled to retain as additional servicing compensation all investment
income earned on amounts on deposit in the Certificate Account and interest on
escrow accounts if permitted by the related loan documents, and--in each case to
the extent not payable to the special servicer or any sub-servicer or Primary
Servicer as provided in the Pooling and Servicing Agreement or any primary or
sub-servicing agreement--late payment charges, assumption fees, modification
fees, extension fees, defeasance fees and default interest payable at a rate
above the related mortgage rate, provided that late payment charges and default
interest will only be payable to the extent that they are not required to be
used to pay interest accrued on any Advances pursuant to the terms of the
Pooling and Servicing Agreement.

         The related Master Servicing Fee and certain other compensation payable
to the Master Servicer will be reduced, on each Distribution Date by the amount,
if any, of any Compensating Interest Payment required to be made by the master
servicer on such Distribution Date. Any Net Aggregate Prepayment Interest
Shortfall will be allocated as presented under "Description of the Offered
Certificates--Distributions--Prepayment Interest Shortfalls and Prepayment
Interest Excesses" in this prospectus supplement. If Prepayment Interest
Excesses for all mortgage loans other than Specially Serviced Mortgage Loans
exceed Prepayment Interest Shortfalls for such mortgage loans as of any
Distribution Date, such excess amount will be payable to the master servicer as
additional servicing compensation.

         In the event that Wells Fargo resigns or is no longer master servicer
for any reason, Wells Fargo will continue to have the right to receive its
portion of the Excess Servicing Fee. Any successor servicer will receive the
Master Servicing Fee as compensation.

EVENTS OF DEFAULT

         If an Event of Default described under the third, fourth, ninth or
tenth bullet under the definition of "Event of Default" under the "Glossary of
Terms" has occurred, the obligations and responsibilities of the master servicer

                                     S-135


under the Pooling and Servicing Agreement will terminate on the date which is 60
days following the date on which the trustee or the Depositor gives written
notice to the master servicer that the master servicer is terminated. If an
event of default described under the first, second, fifth, sixth, seventh or
eighth bullet under the definition of "Event of Default" under the "Glossary of
Terms" has occurred, the obligations and responsibilities of the master servicer
under the Pooling and Servicing Agreement will terminate immediately upon the
date which the trustee or the Depositor gives written notice to the master
servicer that the master servicer is terminated. After any Event of Default, the
trustee may elect to terminate the master servicer by providing such notice, and
shall provide such notice if holders of certificates representing more than 25%
of the Certificate Balance of all certificates so direct the trustee.
Notwithstanding the foregoing, and in accordance with the Pooling and Servicing
Agreement, if the Event of Default occurs primarily by reason of the occurrence
of a default of the Primary Servicer under the primary servicing agreement, then
the initial master servicer shall have the right to require that any successor
master servicer enter into a primary servicing agreement with the initial master
servicer with respect to all the mortgage loans as to which the primary
servicing default occurred.

         The events of default under any Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, and the effect of such defaults in respect of the master
servicer thereunder, are substantially similar to the Events of Default and
termination provisions set forth above. If (i) any Event of Default on the part
of the master servicer occurs that affects a Serviced Companion Mortgage Loan or
(ii) any Serviced Companion Mortgage Loan is included in a securitization that
is rated by Fitch and the trustee receives notice from Fitch that the
continuation of the master servicer in such capacity would result in the
downgrade, qualification or withdrawal of any rating then assigned by Fitch to
any class of certificates representing an interest in that Serviced Companion
Mortgage Loan or the master servicer has been downgraded below a specified
rating level by Fitch, and in either case, the master servicer is not otherwise
terminated, then, at the request of the holder of such affected Serviced
Companion Mortgage Loan, the trustee shall require the master servicer to
appoint a sub-servicer with respect to the related mortgage loan.

         Upon termination of the master servicer under the Pooling and Servicing
Agreement, all authority, power and rights of the master servicer under the
Pooling and Servicing Agreement, whether with respect to the mortgage loans or
otherwise, shall terminate except for any rights related to unpaid servicing
compensation or unreimbursed Advances or the Excess Servicing Fee, provided that
in no event shall the termination of the master servicer be effective until a
successor servicer shall have succeeded the master servicer as successor
servicer, subject to approval by the Rating Agencies, notified the master
servicer of such designation, and such successor servicer shall have assumed the
master servicer's obligations and responsibilities with respect to the mortgage
loans as set forth in the Pooling and Servicing Agreement. The trustee may not
succeed the master servicer as servicer until and unless it has satisfied the
provisions specified in the Pooling and Servicing Agreement. However, if the
master servicer is terminated as a result of an Event of Default described under
the fifth, sixth or seventh bullet under the definition of "Event of Default"
under the "Glossary of Terms", the trustee shall act as successor servicer
immediately and shall use commercially reasonable efforts to either satisfy the
conditions specified in the Pooling and Servicing Agreement or transfer the
duties of the master servicer to a successor servicer who has satisfied such
conditions.

         However, if the master servicer is terminated solely due to an Event of
Default described in the eighth, ninth or tenth bullet of the definition of
Event of Default, and prior to being replaced as described in the previous
paragraph the terminated master servicer provides the trustee with the
appropriate "request for proposal" material and the names of potential bidders,
the trustee will solicit good faith bids for the rights to master service the
mortgage loans in accordance with the Pooling and Servicing Agreement. The
trustee will have thirty days to sell the rights and obligations of the master
servicer under the Pooling and Servicing Agreement to a successor servicer that
meets the requirements of a master servicer under the Pooling and Servicing
Agreement, provided that the Rating Agencies have confirmed in writing that such
servicing transfer will not result in a withdrawal, downgrade or qualification
of the then current ratings on the certificates. The termination of the master
servicer will be effective when such servicer has succeeded the master servicer,
as successor servicer and such successor servicer has assumed the master
servicer's obligations and responsibilities with respect to the mortgage loans,
as set forth in an agreement substantially in the form of the Pooling and
Servicing Agreement. If a successor master servicer is not appointed within
thirty days, the master servicer will be replaced by the trustee as described in
the previous paragraph.

                                     S-136


THE SPECIAL SERVICER

         The special servicer will oversee the resolution of Specially Serviced
Mortgage Loans, act as disposition manager of REO Properties acquired on behalf
of the trust through foreclosure or deed in lieu of foreclosure, maintain
insurance with respect to REO Properties and provide monthly reports to the
master servicer and the paying agent.

Special Servicer Compensation

         The special servicer will be entitled to receive:

         o     a Special Servicing Fee;

         o     a Workout Fee; and

         o     a Liquidation Fee.

         The Workout Fee with respect to any Rehabilitated Mortgage Loan will
cease to be payable if such loan again becomes a Specially Serviced Mortgage
Loan or if the related mortgaged property becomes an REO Property; otherwise
such fee is paid until maturity. If the special servicer is terminated for any
reason, it will retain the right to receive any Workout Fees payable on mortgage
loans that became Rehabilitated Mortgage Loans while it acted as special
servicer and remained Rehabilitated Mortgage Loans at the time of such
termination until such mortgage loan becomes a Specially Serviced Mortgage Loan
or until the related mortgaged property becomes an REO Property. The successor
special servicer will not be entitled to any portion of such Workout Fees.

         The special servicer is also permitted to retain, in general,
assumption fees, modification fees, default interest and extension fees
collected on Specially Serviced Mortgage Loans, certain borrower-paid fees,
investment income earned on amounts on deposit in any accounts maintained for
REO Property collections, and other charges specified in the Pooling and
Servicing Agreement. The Special Servicing Fee, the Liquidation Fee and the
Workout Fee will be obligations of the trust and will represent Expense Losses.
The Special Servicer Compensation will be payable in addition to the Master
Servicing Fee payable to the master servicer.

         In addition, the special servicer will be entitled to all assumption
fees received in connection with any Specially Serviced Mortgage Loan and 50% of
any other assumption fees. The special servicer will be entitled to approve
assumptions with respect to all mortgage loans. If Prepayment Interest Excesses
for all Specially Serviced Mortgage Loans exceed Prepayment Interest Shortfalls
for such mortgage loans as of any Distribution Date, such excess amount will be
payable to the special servicer as additional servicing compensation.

         As described in this prospectus supplement under "--The Operating
Adviser," the Operating Adviser will have the right to receive notification of,
advise the special servicer regarding, and consent to, certain actions of the
special servicer, subject to the limitations described in this prospectus
supplement and further set forth in the Pooling and Servicing Agreement.

         If any Non-Serviced Mortgage Loan becomes specially serviced under the
related Non-Serviced Mortgage Loan Pooling and Servicing Agreement, the
applicable Non-Serviced Mortgage Loan Special Servicer will be entitled to
compensation substantially similar in nature to that described above.

Termination of Special Servicer

         The trustee may terminate the special servicer upon a Special Servicer
Event of Default. However, if the special servicer is terminated solely due to a
Special Servicer Event of Default described in the eighth, ninth or tenth bullet
of the definition of Special Servicer Event of Default, and prior to being
replaced the terminated special servicer provides the trustee with the
appropriate request for proposal material and the names of potential bidders,
the trustee will solicit good faith bids for the rights to specially service the
mortgage loans in accordance with the

                                     S-137


Pooling and Servicing Agreement. The trustee will have thirty days to sell the
rights and obligations of the special servicer under the Pooling and Servicing
Agreement to a successor special servicer that meets the requirements of a
special servicer under the Pooling and Servicing Agreement, provided that the
Rating Agencies have confirmed in writing that such servicing transfer will not
result in a withdrawal, downgrade or qualification of the then current ratings
on the certificates. The special servicer is required to obtain the prior
written consent of the Operating Adviser in connection with such sale of
servicing rights. The termination of the special servicer will be effective when
such successor special servicer has succeeded the special servicer as successor
special servicer and such successor special servicer has assumed the special
servicer's obligations and responsibilities with respect to the mortgage loans,
as set forth in an agreement substantially in the form of the Pooling and
Servicing Agreement. If a successor special servicer is not appointed within
thirty days, the special servicer will be replaced by the trustee as described
in the Pooling and Servicing Agreement.

         The special servicer events of default under any Non-Serviced Mortgage
Loan Pooling and Servicing Agreement, and the effect of such defaults in respect
of the special servicer thereunder, are substantially similar to the Special
Servicer Events of Default and termination provisions set forth above. If (i)
any Event of Default on the part of the Special Servicer occurs that affects a
Serviced Companion Mortgage Loan or (ii) any Serviced Companion Mortgage Loan is
included in a securitization that is rated by Fitch and the Trustee receives
notice from Fitch that the continuation of the Special Servicer in such capacity
would result in the downgrade, qualification or withdrawal of any rating then
assigned by Fitch to any class of certificates representing an interest in that
Serviced Companion Mortgage Loan, and in either case, the Special Servicer is
not otherwise terminated, then, subject to the applicable consultation rights of
any particular related Serviced Companion Mortgage Loan under its related
intercreditor agreement, the Operating Adviser shall appoint (or, in the event
of the failure of the Operating Adviser to appoint, the trustee will appoint) a
replacement special servicer with respect to the related Loan Pair.

         Notwithstanding anything to the contrary contained herein, if no Oak
Tree Village Apartments Change of Control Event exists, the holder of the Oak
Tree Village Apartments B Note or its designee has and shall have the right to
appoint and replace the special servicer for the Oak Tree Village Apartments A/B
Mortgage Loans with a qualified special servicer, provided, however, that such
holder or its designee shall only have the right to terminate the special
servicer if such special servicer no longer meets the eligibility criteria for a
special servicer as set forth in the Pooling and Servicing Agreement or in the
event that neither the special servicer nor an affiliate thereof holds a
majority of the Controlling Class.

         In addition to the termination of the special servicer upon a Special
Servicer Event of Default, the Operating Adviser may direct the trustee to
remove the special servicer, subject to certain conditions, as described below.

THE OPERATING ADVISER

         An Operating Adviser appointed by the holders of a majority of the
Controlling Class will have the right to receive notification from the special
servicer in regard to certain actions and to advise the special servicer with
respect to the following actions, and the special servicer will not be permitted
to take any of the following actions as to which the Operating Adviser has
objected in writing (i) within five (5) business days of receiving notice in
respect of actions relating to non-Specially Serviced Mortgage Loans and (ii)
within ten (10) business days of receiving notice in respect of actions relating
to Specially Serviced Mortgage Loans. The special servicer will be required to
notify the Operating Adviser of, among other things:

         o     any proposed modification, amendment or waiver, or consent to a
               modification, amendment or waiver, of a Money Term of a mortgage
               loan or A/B Mortgage Loan or an extension of the original
               maturity date;

         o     any foreclosure or comparable conversion of the ownership of a
               mortgaged property;

         o     any proposed sale of a defaulted mortgage loan or A/B Mortgage
               Loan, other than in connection with the termination of the trust
               as described in this prospectus supplement under "Description of
               the Offered Certificates--Optional Termination;"

                                     S-138


         o     any determination to bring an REO Property into compliance with
               applicable environmental laws;

         o     any release of or acceptance of substitute or additional
               collateral for a mortgage loan or A/B Mortgage Loan;

         o     any acceptance of a discounted payoff;

         o     any waiver or consent to a waiver of a "due-on-sale" or
               "due-on-encumbrance" clause;

         o     any acceptance or consent to acceptance of an assumption
               agreement releasing a borrower from liability under a mortgage
               loan or A/B Mortgage Loan;

         o     any release of collateral for a Specially Serviced Mortgage Loan
               or A/B Mortgage Loan (other than in accordance with the terms of,
               or upon satisfaction of, such mortgage loan);

         o     any franchise changes or management company changes to which the
               special servicer is required to consent;

         o     certain releases of any escrow accounts, reserve accounts or
               letters of credit; and

         o     any determination as to whether any type of property-level
               insurance is required under the terms of any mortgage loan or A/B
               Mortgage Loan, is available at commercially reasonable rates, is
               available for similar properties in the area in which the related
               mortgaged property is located or any other determination or
               exercise of discretion with respect to property-level insurance.

         In addition, subject to the satisfaction of certain conditions, the
Operating Adviser will have the right to direct the trustee to remove the
special servicer at any time, with or without cause, upon the appointment and
acceptance of such appointment by a successor special servicer appointed by the
Operating Adviser; provided that, prior to the effectiveness of any such
appointment the trustee shall have received a letter from each rating agency to
the effect that such appointment would not result in a downgrade, withdrawal or
qualification in any rating then assigned to any class of certificates. The
Operating Adviser shall pay costs and expenses incurred in connection with the
removal and appointment of a special servicer (unless such removal is based on
certain events or circumstances specified in the Pooling and Servicing
Agreement).

         At any time, the holders of a majority of the Controlling Class may
direct the paying agent in writing to hold an election for an Operating Adviser,
which election will be held commencing as soon as practicable thereafter.

         The Operating Adviser shall be responsible for its own expenses.

         Except as may be described in the Pooling and Servicing Agreement, the
Operating Adviser will not have any rights under the applicable Non-Serviced
Mortgage Loan Pooling and Servicing Agreement (other than limited notification
rights), but the operating adviser or controlling party under the Non-Serviced
Mortgage Loan Pooling and Servicing Agreement (or any B Note thereunder) will
generally have similar rights to receive notification from that special servicer
in regard to certain actions and to advise the special servicer with respect to
those actions.

MORTGAGE LOAN MODIFICATIONS

         Subject to any restrictions applicable to REMICs, and to limitations
imposed by the Pooling and Servicing Agreement and any applicable intercreditor
agreement, the master servicer may amend any term (other than a Money Term) of a
mortgage loan, Serviced Companion Mortgage Loan or B Note that is not a
Specially Serviced Mortgage Loan and may extend the maturity date of any Balloon
Loan, other than a Specially Serviced Mortgage Loan, to a date not more than 60
days beyond the original maturity date.

                                     S-139


         Subject to any restrictions applicable to REMICs, the special servicer
will be permitted to enter into a modification, waiver or amendment of the terms
of any Specially Serviced Mortgage Loan, including any modification, waiver or
amendment to:

         o     reduce the amounts owing under any Specially Serviced Mortgage
               Loan by forgiving principal, accrued interest and/or any
               Prepayment Premium or Yield Maintenance Charge;

         o     reduce the amount of the Scheduled Payment on any Specially
               Serviced Mortgage Loan, including by way of a reduction in the
               related mortgage 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 date of any Specially Serviced Mortgage Loan;
               and/or

         o     accept a Principal Prepayment during any Lock-out Period;


provided in each case that (1) the related borrower is in default with respect
to the Specially Serviced Mortgage Loan or, in the reasonable judgment of the
special servicer, such default is reasonably foreseeable, and (2) in the
reasonable judgment of the special servicer, such modification, waiver or
amendment would result in a recovery to Certificateholders equal to or exceeding
the recovery to Certificateholders (or if the related mortgage loan relates to a
Serviced Companion Mortgage Loan or B Note, increase the recovery to
Certificateholders and the holders of such Serviced Companion Mortgage Loan or B
Note, as a collective whole) on a net present value basis, from liquidation as
demonstrated in writing by the special servicer to the trustee and the paying
agent.

         In no event, however, will the special servicer be permitted to:

         o     extend the maturity date of a Specially Serviced Mortgage Loan
               beyond a date that is two years prior to the Rated Final
               Distribution Date; or

         o     if the Specially Serviced Mortgage Loan is secured by a ground
               lease, extend the maturity date of such Specially Serviced
               Mortgage Loan unless the special servicer gives due consideration
               to the remaining term of such ground lease.

         Modifications that forgive principal or interest of a mortgage loan
will result in Realized Losses on such mortgage loan and such Realized Losses
will be allocated among the various Classes of certificates in the manner
described under "Description of the Offered
Certificates--Distributions--Subordination; Allocation of Losses and Expenses"
in this prospectus supplement.

         The modification of a mortgage loan may tend to reduce prepayments by
avoiding liquidations and therefore may extend the weighted average life of the
certificates beyond that which might otherwise be the case. See "Yield,
Prepayment and Maturity Considerations" in this prospectus supplement.

         The provisions in any Non-Serviced Mortgage Loan Pooling and Servicing
Agreement regarding the modifications of the related Non-Serviced Mortgage Loan
are generally similar to the comparable provisions of the Pooling and Servicing
Agreement.

SALE OF DEFAULTED MORTGAGE LOANS

         The Pooling and Servicing Agreement grants to (a) the holder of the Oak
Tree Village Apartments B Note, solely with respect to the Oak Tree Village
Apartments A/B Mortgage Loan, (b) the holder of the certificates representing
the greatest percentage interest in the Controlling Class, (c) the special
servicer, and (d) any seller with respect to mortgage loans it originated (other
than Wells Fargo Bank, National Association), in that order, an option (the
"Option") to purchase from the trust any defaulted mortgage loan (other than a
Non-Serviced Mortgage Loan

                                     S-140


that is subject to a comparable option under a related pooling and servicing
agreement) that is at least 60 days delinquent as to any monthly debt service
payment (or is delinquent as to its Balloon Payment). The "Option Purchase
Price" for a defaulted mortgage loan will equal the fair value of such mortgage
loan, as determined by the special servicer. The special servicer is required to
recalculate the fair value of such defaulted mortgage loan if there has been a
material change in circumstances or the special servicer has received new
information that has a material effect on value (or otherwise if the time since
the last valuation exceeds 60 days). If the Option is exercised by either the
special servicer or the holder of certificates representing the greatest
percentage interest in the Controlling Class or any of their affiliates then,
prior to the exercise of the Option, the trustee will be required to verify that
the Option Purchase Price is a fair price.

         The Option is assignable to a third party by the holder of the Option,
and upon such assignment such third party shall have all of the rights granted
to the original holder of such Option. The Option will automatically terminate,
and will not be exercisable, if the mortgage loan to which it relates is no
longer delinquent, because the defaulted mortgage loan has (i) become a
Rehabilitated Mortgage Loan, (ii) been subject to a work-out arrangement, (iii)
been foreclosed upon or otherwise resolved (including by a full or discounted
pay-off), (iv) been purchased by the related mortgage loan seller pursuant to
the Pooling and Servicing Agreement or (v) been purchased by the holder of a
related B Note pursuant to a purchase option set forth in the related
intercreditor agreement.

FORECLOSURES

         The special servicer may at any time, with notification to and consent
of the Operating Adviser (or a B Note designee, if applicable) and in accordance
with the Pooling and Servicing Agreement, institute foreclosure proceedings,
exercise any power of sale contained in any mortgage, accept a deed in lieu of
foreclosure or otherwise acquire title to a mortgaged property by operation of
law or otherwise, if such action is consistent with the Servicing Standard and a
default on the related mortgage loan has occurred but subject, in all cases, to
limitations concerning environmental matters and, in specified situations, the
receipt of an opinion of counsel relating to REMIC requirements.

         If any mortgaged property is acquired as described in the preceding
paragraph, the special servicer is required to sell the REO Property as soon as
practicable consistent with the requirement to maximize proceeds for all
certificateholders (and with respect to any Serviced Companion Mortgage Loan or
B Note, for the holders of such loans) but in no event later than three years
after the end of the year in which it was acquired (as such period may be
extended by an application to the Internal Revenue Service or following receipt
of an opinion of counsel that such extension will not result in the failure of
such mortgaged property to qualify as "foreclosure property" under the REMIC
provisions of the Code), or any applicable extension period, unless the special
servicer has obtained an extension from the Internal Revenue Service or has
previously delivered to the trustee an opinion of counsel to the effect that the
holding of the REO Property by the trust subsequent to three years after the end
of the year in which it was acquired, or to the expiration of such extension
period, will not result in the failure of such REO Property to qualify as
"foreclosure property" under the REMIC provisions of the Code. In addition, the
special servicer is required to use its best efforts to sell any REO Property
prior to the Rated Final Distribution Date or earlier to the extent required to
comply with REMIC provisions.

         If the trust acquires a mortgaged property by foreclosure or deed in
lieu of foreclosure upon a default of a mortgage loan, the Pooling and Servicing
Agreement provides that the special servicer, on behalf of the trustee, must
administer such mortgaged property so that it qualifies at all times as
"foreclosure property" within the meaning of Code Section 860G(a)(8). The
Pooling and Servicing Agreement also requires that any such mortgaged property
be managed and operated by an "independent contractor," within the meaning of
applicable Treasury regulations, who furnishes or renders services to the
tenants of such mortgaged property. Generally, REMIC I will not be taxable on
income received with respect to a mortgaged property to the extent that it
constitutes "rents from real property," within the meaning of Code Section
856(c)(3)(A) and Treasury regulations under the Code. "Rents from real property"
do not include the portion of any rental based on the net profits derived by any
person from such property. No determination has been made whether rent on any of
the mortgaged properties meets this requirement. "Rents from real property"
include charges for services customarily furnished or rendered in connection
with the rental of real property, whether or not the charges are separately
stated. Services furnished to the tenants of a particular building will be
considered as customary if, in the geographic market in which the building is
located,

                                     S-141


tenants in buildings which are of similar class are customarily provided with
the service. No determination has been made whether the services furnished to
the tenants of the mortgaged properties are "customary" within the meaning of
applicable regulations. It is therefore possible that a portion of the rental
income with respect to a mortgaged property owned by a trust, would not
constitute "rents from real property," or that all of the rental income would
not so qualify if the non-customary services are not provided by an independent
contractor or a separate charge is not stated. In addition to the foregoing, any
net income from a trade or business operated or managed by an independent
contractor on a mortgaged property owned by REMIC I, such as a hotel business,
will not constitute "rents from real property." Any of the foregoing types of
income may instead constitute "net income from foreclosure property," which
would be taxable to REMIC I at the highest marginal federal corporate rate --
currently 35% -- and may also be subject to state or local taxes. Any such taxes
would be chargeable against the related income for purposes of determining the
amount of the proceeds available for distribution to holders of certificates.
Under the Pooling and Servicing Agreement, the special servicer is required to
determine whether the earning of such income taxable to REMIC I would result in
a greater recovery to Certificateholders on a net after-tax basis than a
different method of operation of such property. Prospective investors are
advised to consult their own tax advisors regarding the possible imposition of
REO Taxes in connection with the operation of commercial REO Properties by
REMICs.

                    MATERIAL FEDERAL INCOME TAX CONSEQUENCES

         The following discussion, when read in conjunction with the discussion
of "Material Federal Income Tax Consequences" in the prospectus, describes the
material federal income tax considerations for investors in the offered
certificates. However, these two discussions do not purport to deal with all
federal tax consequences applicable to all categories of investors, some of
which may be subject to special rules, and do not address state and local tax
considerations. Prospective purchasers should consult their own tax advisers in
determining the federal, state, local and any other tax consequences to them of
the purchase, ownership and disposition of the offered certificates.

GENERAL

         For United States federal income tax purposes, portions of the trust
will be treated as "Tiered REMICs" as described in the prospectus. See "Material
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Tiered REMIC Structures" in the prospectus. Three separate REMIC
elections will be made with respect to designated portions of the trust other
than that portion of the trust consisting of the rights to Excess Interest and
the Excess Interest Sub-account (the "Excess Interest Grantor Trust"). Upon the
issuance of the offered certificates, Latham & Watkins LLP, counsel to the
Depositor, will deliver its opinion generally to the effect that, assuming:

         o     the making of proper elections;

         o     the accuracy of all representations made with respect to the
               mortgage loans;

         o     ongoing compliance with all provisions of the Pooling and
               Servicing Agreement and other related documents and no amendments
               to them;

         o     ongoing compliance with any Non-Serviced Mortgage Loan Pooling
               and Servicing Agreement and other related documents and any
               amendments to them, and the continued qualification of the REMICs
               formed under those agreements; and

         o     compliance with applicable provisions of the Code, as it may be
               amended from time to time, and applicable Treasury Regulations
               adopted under the Code;


for federal income tax purposes, (1) each of REMIC I, REMIC II and REMIC III
will qualify as a REMIC under the Code; (2) the Residual Certificates will
represent three separate classes of REMIC residual interests evidencing the sole
class of "residual interests" in each of REMIC I, REMIC II and REMIC III; (3)
the REMIC Regular Certificates (other than the beneficial interest of the Class
P Certificates in the Excess Interest) will evidence the "regular

                                     S-142


interests" in, and will be treated as debt instruments of, REMIC III; (4) the
Excess Interest Grantor Trust will be treated as a grantor trust for federal
income tax purposes; and (5) each Class P Certificate will represent both a
REMIC regular interest and a beneficial ownership of the assets of the Excess
Interest Grantor Trust.

         The offered certificates will be REMIC Regular Certificates issued by
REMIC III. See "Material Federal Income Tax Consequences--Federal Income Tax
Consequences for REMIC Certificates--Taxation of Regular Certificates" in the
prospectus for a discussion of the principal federal income tax consequences of
the purchase, ownership and disposition of the offered certificates.

         The offered certificates will be "real estate assets" within the
meaning of Section 856(c)(4)(A) and 856(c)(5)(B) of the Code for a real estate
investment trust ("REIT") in the same proportion that the assets in the REMIC
would be so treated. In addition, interest, including original issue discount,
if any, on the offered certificates will be interest described in Section
856(c)(3)(B) of the Code for a REIT to the extent that such certificates are
treated as "real estate assets" under Section 856(c)(5)(B) of the Code. However,
if 95% or more of the REMIC's assets are real estate assets within the meaning
of Section 856(c)(5)(B), then the entire offered certificates shall be treated
as real estate assets and all interest from the offered certificates shall be
treated as interest described in Section 856(c)(3)(B). The offered certificates
will not qualify for the foregoing treatments to the extent the mortgage loans
are defeased with U.S. obligations.

         Moreover, the offered certificates will be "qualified mortgages" under
Section 860G(a)(3) of the Code if transferred to another REMIC on its start-up
day in exchange for regular or residual interests therein. Offered certificates
held by certain financial institutions will constitute "evidences of
indebtedness" within the meaning of Section 582(c)(1) of the Code.

         The offered certificates will be treated as assets described in Section
7701(a)(19)(C)(xi) of the Code for a domestic building and loan association
generally only in the proportion that the REMIC's assets consist of loans
secured by an interest in real property that is residential real property
(including multifamily properties and mobile home community properties or other
loans described in Section 7701(a)(19)(C)). However, if 95% or more of the
REMIC's assets are assets described in 7701(a)(19)(C)(i) through
7701(a)(19)(C)(x), then the entire offered certificates shall be treated as
qualified property under 7701(a)(19)(C). See "Description of the Mortgage Pool"
in this prospectus supplement and "Material Federal Income Tax
Consequences--Federal Income Tax Consequences for REMIC Certificates" in the
prospectus.

ORIGINAL ISSUE DISCOUNT AND PREMIUM

         We anticipate that the offered certificates will be issued at a premium
for federal income tax purposes. Whether any holder of any class of certificates
will be treated as holding a certificate with amortizable bond premium will
depend on such Certificateholder's purchase price and the distributions
remaining to be made on such Certificate at the time of its acquisition by such
Certificateholder.

         Final regulations on the amortization of bond premium (a) do not apply
to regular interests in a REMIC such as the offered certificates and (b) state
that they are intended to create no inference concerning the amortization of
premium of such instruments. Holders of each class of certificates issued with
amortizable bond premium should consult their tax advisors regarding the
possibility of making an election to amortize such premium. See "Material
Federal Income Tax Consequences--Federal Income Tax Consequences for REMIC
Certificates--Taxation of Regular Certificates--Premium" in the prospectus.

         The prepayment assumption that will be used in determining the rate of
accrual of original issue discount, if any, and amortizable bond premium for
federal income tax purposes for all classes of certificates issued by the trust
will be a 0% CPR, as described in the prospectus, applied to each mortgage loan
until its maturity; provided, that any ARD Loan is assumed to prepay in full on
such mortgage loan's Anticipated Repayment Date. For a description of CPR, see
"Yield, Prepayment and Maturity Considerations" in this prospectus supplement.
However, we make no representation that the mortgage loans will not prepay
during any such period or that they will prepay at any particular rate before or
during any such period.

                                     S-143


PREPAYMENT PREMIUMS AND YIELD MAINTENANCE CHARGES

         Prepayment Premiums or Yield Maintenance Charges actually collected on
the mortgage loans will be distributed to the holders of each class of
certificates entitled to Prepayment Premiums or Yield Maintenance Charges as
described under "Description of the Offered Certificates--Distributions--
Distributions of Prepayment Premiums and Yield Maintenance Charges" in this
prospectus supplement. It is not entirely clear under the Code when the amount
of a Prepayment Premium or Yield Maintenance Charge should be taxed to the
holders of a class of certificates entitled to a Prepayment Premium or Yield
Maintenance Charge. For federal income tax information reporting purposes,
Prepayment Premiums or Yield Maintenance Charges will be treated as income to
the holders of a class of certificates entitled to Prepayment Premiums or Yield
Maintenance Charges only after the master servicer's actual receipt of a
Prepayment Premium or a Yield Maintenance Charge to which the holders of such
class of certificates is entitled under the terms of the Pooling and Servicing
Agreement, rather than including projected Prepayment Premiums or Yield
Maintenance Charges in the determination of a Certificateholder's projected
constant yield to maturity. It appears that Prepayment Premiums or Yield
Maintenance Charges are treated as ordinary income rather than capital gain.
However, the timing and characterization of such income is not entirely clear
and Certificateholders should consult their tax advisors concerning the
treatment of Prepayment Premiums or Yield Maintenance Charges.

ADDITIONAL CONSIDERATIONS

         The special servicer is authorized, when doing so is consistent with
maximizing the trust's net after-tax proceeds from an REO Property, to incur
taxes on the trust in connection with the operation of such REO Property. Any
such taxes imposed on the trust would reduce the amount distributable to
Certificateholders. See "Servicing of the Mortgage Loans--Foreclosures" in this
prospectus supplement.

         Under certain circumstances, as described under the headings "Material
Federal Income Tax Consequences--Federal Income Tax Consequences for
Certificates as to Which No REMIC Election is Made--Reporting Requirements and
Backup Withholding" and "Material Federal Income Tax Consequences--Federal
Income Tax Consequences for REMIC Certificates--Taxation of Regular
Certificates--Taxation of Foreign Investors" of the prospectus, a holder may be
subject to United States backup withholding on payments made with respect to the
certificates.

         For further information regarding the United States federal income tax
consequences of investing in the offered certificates, see "Material Federal
Income Tax Consequences" and "State and Other Tax Considerations" in the
prospectus.

                         LEGAL ASPECTS OF MORTGAGE LOANS

         The following discussion summarizes certain legal aspects of mortgage
loans secured by real property in California (approximately 14.2% of the Initial
Pool Balance) which are general in nature. This summary does not purport to be
complete and is qualified in its entirety by reference to the applicable federal
and state laws governing the mortgage loans.

CALIFORNIA

         Under California law a foreclosure may be accomplished either
judicially or non-judicially. Generally, no deficiency judgment is permitted
under California law following a nonjudicial sale under a deed of trust. Other
California statutes, except in certain cases involving environmentally impaired
real property, require the lender to attempt to satisfy the full debt through a
foreclosure against the property before bringing a personal action, if otherwise
permitted, against the borrower for recovery of the debt. California case law
has held that acts such as an offset of an unpledged account or the application
of rents from secured property prior to foreclosure, under some circumstances,
constitute violations of such statutes. Violations of such statutes may result
in the loss of some or all of the security under the loan. Finally, other
statutory provisions in California limit any deficiency judgment (if otherwise
permitted) against the borrower, and possibly any guarantor, following a
judicial sale to the excess of the outstanding debt over the greater (i) the
fair market value of the property at the time of the public sale or (ii) the

                                     S-144


amount of the winning bid in the foreclosure. Borrowers also are allowed a
one-year period within which to redeem the property.

                              ERISA CONSIDERATIONS

         ERISA and the Code impose restrictions on Plans that are subject to
ERISA and/or Section 4975 of the Code and on persons that are Parties in
Interest. ERISA also imposes duties on persons who are fiduciaries of Plans
subject to ERISA and prohibits selected transactions between a Plan and Parties
in Interest with respect to such Plan. Under ERISA, any person who exercises any
authority or control respecting the management or disposition of the assets of a
Plan, and any person who provides investment advice with respect to such assets
for a fee, is a fiduciary of such Plan. Governmental plans (as defined in
Section 3(32) of ERISA) are not subject to the prohibited transactions
restrictions of ERISA and the Code. However, such plans may be subject to
similar provisions of applicable federal, state or local law.

PLAN ASSETS

         Neither ERISA nor the Code defines the term "plan assets." However, the
U.S. Department of Labor ("DOL") has issued a final regulation (29 C.F.R.
Section 2510.3-101) concerning the definition of what constitutes the assets of
a Plan. The DOL Regulation provides that, as a general rule, the underlying
assets and properties of corporations, partnerships, trusts and certain other
entities in which a Plan makes an "equity" investment will be deemed for certain
purposes, including the prohibited transaction provisions of ERISA and Section
4975 of the Code, to be assets of the investing Plan unless certain exceptions
apply. Under the terms of the regulation, if the assets of the trust were deemed
to constitute Plan assets by reason of a Plan's investment in certificates, such
Plan asset would include an undivided interest in the mortgage loans and any
other assets of the trust. If the mortgage loans or other trust assets
constitute Plan assets, then any party exercising management or discretionary
control regarding those assets may be deemed to be a "fiduciary" with respect to
those assets, and thus subject to the fiduciary requirements and prohibited
transaction provisions of ERISA and Section 4975 of the Code with respect to the
mortgage loans and other trust assets.

         Affiliates of the Depositor, the Underwriters, the master servicer, the
special servicer, any party responsible for the servicing and administration of
a Non-Serviced Mortgage Loan or any related REO property and certain of their
respective affiliates might be considered or might become fiduciaries or other
Parties in Interest with respect to investing Plans. Moreover, the trustee, the
paying agent, the fiscal agent, the master servicer, the special servicer, the
Operating Adviser, any insurer, primary insurer or any other issuer of a credit
support instrument relating to the primary assets in the trust or certain of
their respective affiliates might be considered fiduciaries or other Parties in
Interest with respect to investing Plans. In the absence of an applicable
exemption, "prohibited transactions"-- within the meaning of ERISA and Section
4975 of the Code -- could arise if certificates were acquired by, or with "plan
assets" of, a Plan with respect to which any such person is a Party in Interest.

         In addition, an insurance company proposing to acquire or hold the
offered certificates with assets of its general account should consider the
extent to which such acquisition or holding would be subject to the requirements
of ERISA and Section 4975 of the Code under John Hancock Mutual Life Insurance
Co. v. Harris Trust and Savings Bank, 510 U.S. 86 (1993), and Section 401(c) of
ERISA, as added by the Small Business Job Protection Act of 1996, Public Law No.
104-188, and subsequent DOL and judicial guidance. See "--Insurance Company
General Accounts" below.

SPECIAL EXEMPTION APPLICABLE TO THE OFFERED CERTIFICATES

         With respect to the acquisition and holding of the offered
certificates, the DOL has granted to the Underwriters individual prohibited
transaction exemptions, which generally exempt from certain of the prohibited
transaction rules of ERISA and Section 4975 of the Code transactions relating
to:

         o     the initial purchase, the holding, and the subsequent resale by
               Plans of certificates evidencing interests in pass-through
               trusts; and

                                     S-145


         o     transactions in connection with the servicing, management and
               operation of such trusts, provided that the assets of such trusts
               consist of certain secured receivables, loans and other
               obligations that meet the conditions and requirements of the
               Exemptions.

The assets covered by the Exemptions include mortgage loans such as the mortgage
loans and fractional undivided interests in such loans.

         The Exemptions as applicable to the offered certificates (and as
modified by Prohibited Transaction Exemption 2002-41) set forth the following
five general conditions which must be satisfied for exemptive relief:

         o     the acquisition of the certificates by a Plan must be on terms,
               including the price for the certificates, that are at least as
               favorable to the Plan as they would be in an arm's-length
               transaction with an unrelated party;

         o     the certificates acquired by the Plan must have received a rating
               at the time of such acquisition that is in one of the four
               highest generic rating categories from Fitch, S&P or Moody's;

         o     the trustee cannot be an affiliate of any member of the
               Restricted Group, other than an underwriter. The "Restricted
               Group" consists of the Underwriters, the Depositor, the master
               servicer, the special servicer, the Primary Servicer, any person
               responsible for servicing a Non-Serviced Mortgage Loan or any
               related REO property and any borrower with respect to mortgage
               loans constituting more than 5% of the aggregate unamortized
               principal balance of the mortgage loans as of the date of initial
               issuance of such classes of certificates, or any affiliate of any
               of these parties;

         o     the sum of all payments made to the Underwriters in connection
               with the distribution of the certificates must represent not more
               than reasonable compensation for underwriting the certificates;
               the sum of all payments made to and retained by the Depositor in
               consideration of the assignment of the mortgage loans to the
               trust must represent not more than the fair market value of such
               mortgage loans; the sum of all payments made to and retained by
               the master servicer, the special servicer, and any sub-servicer
               must represent not more than reasonable compensation for such
               person's services under the Pooling and Servicing Agreement or
               other relevant servicing agreement and reimbursement of such
               person's reasonable expenses in connection therewith; and

         o     the Plan investing in the certificates must be an "accredited
               investor" as defined in Rule 501(a)(1) of Regulation D of the
               Securities and Exchange Commission under the 1933 Act.

         A fiduciary of a Plan contemplating purchasing any such class of
certificates in the secondary market must make its own determination that at the
time of such acquisition, any such class of certificates continues to satisfy
the second general condition set forth above. The Depositor expects that the
third general condition set forth above will be satisfied with respect to each
of such classes of certificates. A fiduciary of a Plan contemplating purchasing
any such class of certificates must make its own determination that the first,
second, fourth and fifth general conditions set forth above will be satisfied
with respect to any such class of certificate.

         Before purchasing any such class of certificates, a fiduciary of a Plan
should itself confirm (a) that such certificates constitute "certificates" for
purposes of the Exemptions and (b) that the specific and general conditions of
the Exemptions and the other requirements set forth in the Exemptions would be
satisfied. In addition to making its own determination as to the availability of
the exemptive relief provided in the Exemptions, the Plan fiduciary should
consider the availability of other prohibited transaction exemptions.

         Moreover, the Exemptions provide relief from certain
self-dealing/conflict of interest prohibited transactions, but only if, among
other requirements:

         o     the investing Plan fiduciary or its affiliates is an obligor with
               respect to five percent or less of the fair market value of the
               obligations contained in the trust;

                                     S-146


         o     the Plan's investment in each class of certificates does not
               exceed 25% of all of the certificates outstanding of that class
               at the time of the acquisition; and

         o     immediately after the acquisition, no more than 25% of the assets
               of the Plan are invested in certificates representing an interest
               in one or more trusts containing assets sold or serviced by the
               same entity.

         We believe that the Exemptions will apply to the acquisition and
holding of the offered certificates by Plans or persons acting on behalf of or
with "plan assets" of Plans, and that all of the above conditions of the
Exemptions, other than those within the control of the investing Plans or Plan
investors, have been met. Upon request, the Underwriters will deliver to any
fiduciary or other person considering investing "plan assets" of any Plan in the
certificates a list identifying each borrower that is the obligor under each
mortgage loan that constitutes more than 5% of the aggregate principal balance
of the assets of the trust.

INSURANCE COMPANY GENERAL ACCOUNTS

         Based on the reasoning of the United States Supreme Court in John
Hancock Mutual Life Ins. Co. v. Harris Trust and Savings Bank, an insurance
company's general account may be deemed to include assets of the Plans investing
in the general account (e.g., through the purchase of an annuity contract), and
the insurance company might be treated as a Party in Interest with respect to a
Plan by virtue of such investment. Any investor that is an insurance company
using the assets of an insurance company general account should note that the
Small Business Job Protection Act of 1996 added Section 401(c) of ERISA relating
to the status of the assets of insurance company general accounts under ERISA
and Section 4975 of the Code. Pursuant to Section 401(c), the Department of
Labor issued final regulations effective January 5, 2000 with respect to
insurance policies issued on or before December 31, 1998 that are supported by
an insurer's general account. As a result of these regulations, assets of an
insurance company general account will not be treated as "plan assets" for
purposes of the fiduciary responsibility provisions of ERISA and Section 4975 of
the Code to the extent such assets relate to contracts issued to employee
benefit plans on or before December 31, 1998 and the insurer satisfied various
conditions.

         Section 401(c) also provides that until the date that is 18 months
after the 401(c) Regulations became final (January 5, 2000), no liability under
the fiduciary responsibility and prohibited transaction provisions of ERISA and
Section 4975 of the Code may result on the basis of a claim that the assets of
the general account of an insurance company constitute the "plan assets" of any
such plan, except (a) to prevent avoidance of the 401(c) Regulations, and (b)
actions brought by the Secretary of Labor relating to certain breaches of
fiduciary duties that also constitute breaches of state or federal criminal law.

         Any assets of an insurance company general account which support
insurance policies or annuity contracts issued to Plans after December 31, 1998,
or on or before that date for which the insurer does not comply with the 401(c)
Regulations, may be treated as "plan assets" of such Plans. Because Section
401(c) does not relate to insurance company separate accounts, separate account
assets continue to be treated as "plan assets" of any Plan that is invested in
such separate account. Insurance companies contemplating the investment of
general account assets in the Subordinate Certificates should consult their
legal counsel with respect to the applicability of Section 401(c), including the
general account's ability to continue to hold such Certificates after July 5,
2001, which is the date 18 months after the date the 401(c) Regulations became
final.

         Accordingly, any insurance company that acquires or holds any offered
certificate shall be deemed to have represented and warranted to the Depositor,
the trustee, the paying agent, the fiscal agent and the master servicer that (1)
such acquisition and holding is permissible under applicable law, including
Prohibited Transaction Exemption 2002-41, will not constitute or result in a
non-exempt prohibited transaction under ERISA or Section 4975 of the Code, and
will not subject the Depositor, the trustee, the paying agent, the fiscal agent
or the master servicer to any obligation in addition to those undertaken in the
Pooling and Servicing Agreement, or (2) the source of funds used to acquire and
hold such certificates is an "insurance company general account", as defined in
DOL Prohibited Transaction Class Exemption 95-60, and the applicable conditions
set forth in PTCE 95-60 have been satisfied.

                                     S-147


GENERAL INVESTMENT CONSIDERATIONS

         Prospective Plan investors should consult their legal counsel
concerning the impact of ERISA, Section 4975 of the Code or any corresponding
provisions of applicable federal, state or local law, the applicability of the
Exemptions, or other exemptive relief, and the potential consequences to their
specific circumstances, prior to making an investment in the certificates.
Moreover, each Plan fiduciary should determine whether, under the general
fiduciary standards of ERISA regarding prudent investment procedure and
diversification, an investment in the certificates is appropriate for the Plan,
taking into account the overall investment policy of the Plan and the
composition of the Plan's investment portfolio.

                                LEGAL INVESTMENT

         The offered certificates will not constitute "mortgage related
securities" for purposes of the Secondary Mortgage Market Enhancement Act of
1984, as amended. The appropriate characterization of the offered certificates
under various legal investment restrictions, and thus the ability of investors
subject to these restrictions to purchase offered certificates, is subject to
significant interpretive uncertainties.

         No representations are made as to the proper characterization of the
offered certificates for legal investment, financial institution regulatory or
other purposes, or as to the ability of particular investors to purchase the
offered certificates under applicable legal investment restrictions. The
uncertainties referred to above (and any unfavorable future determinations
concerning the legal investment or financial institution regulatory
characteristics of the offered certificates) may adversely affect the liquidity
of the offered certificates. Accordingly, all investors whose investment
activities are subject to legal investment laws and regulations, regulatory
capital requirements or review by regulatory authorities should consult their
own legal advisors to determine whether and to what extent the offered
certificates will constitute legal investments for them or are subject to
investment, capital, or other restrictions. See "Legal Investment" in the
prospectus.

                                 USE OF PROCEEDS

         We will apply the net proceeds of the offering of the certificates
towards the simultaneous purchase of the mortgage loans from the sellers and to
the payment of expenses in connection with the issuance of the certificates.



                                     S-148


                              PLAN OF DISTRIBUTION

         We have entered into an Underwriting Agreement with the Underwriters.
Subject to the terms and conditions set forth in the Underwriting Agreement, we
have agreed to sell to each Underwriter, and each Underwriter has agreed
severally to purchase from us the respective aggregate Certificate Balance of
each class of offered certificates presented below.

<TABLE>


     UNDERWRITERS        CLASS A-1        CLASS A-2        CLASS A-3      CLASS A-AB       CLASS A-4A
---------------------  -------------   --------------    ------------    -------------   --------------

Morgan Stanley & Co.
   Incorporated        $37,700,000      $42,300,000      $22,350,000     $42,050,000     $321,377,000

Bear, Stearns & Co.
   Inc.                $37,700,000      $42,300,000      $22,350,000     $42,050,000     $321,377,000

     Total...........  $75,400,000      $84,600,000      $44,700,000     $84,100,000     $642,754,000


     UNDERWRITERS       CLASS A-4B        CLASS A-J          CLASS B         CLASS C          CLASS D
---------------------  -------------   --------------    ------------    -------------   --------------
Morgan Stanley & Co.
   Incorporated        $44,025,000      $43,763,000      $11,516,500      $6,142,500       $7,677,500

Bear, Stearns & Co.
   Inc.                $44,025,000      $43,763,000      $11,516,500      $6,142,500       $7,677,500

     Total...........  $88,050,000      $87,526,000      $23,033,000     $12,285,000      $15,355,000
</TABLE>

         Morgan Stanley & Co. Incorporated and Bear, Stearns & Co. Inc. will act
as co-lead managers and co-bookrunners with respect to the offered certificates.

         The Underwriting Agreement provides that the obligations of the
Underwriters are subject to conditions precedent, and that the Underwriters
severally will be obligated to purchase all of the offered certificates if any
are purchased. In the event of a default by an Underwriter, the Underwriting
Agreement provides that the purchase commitment of the non-defaulting
Underwriter may be increased. Proceeds to the Depositor from the sale of the
offered certificates, before deducting expenses payable by the Depositor, will
be approximately $1,163,895,525, plus accrued interest on the Certificates.

         The Underwriters have advised us that they will propose to offer the
offered certificates from time to time for sale in one or more negotiated
transactions or otherwise at varying prices to be determined at the time of
sale. The Underwriters may effect such transactions by selling such Classes of
offered certificates to or through dealers and such dealers may receive
compensation in the form of underwriting discounts, concessions or commissions
from the Underwriters and any purchasers of such Classes of offered certificates
for whom they may act as agent.

         The offered certificates are offered by the Underwriters when, as and
if issued by the Depositor, delivered to and accepted by the Underwriters and
subject to their right to reject orders in whole or in part. It is expected that
delivery of the offered certificates will be made in book-entry form through the
facilities of DTC against payment therefor on or about July 28, 2005, which is
the seventh business day following the date of pricing of the certificates.

         Under Rule 15c6-1 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 any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade offered certificates in the
secondary market prior to such delivery should

                                     S-149


specify a longer settlement cycle, or should refrain from specifying a shorter
settlement cycle, to the extent that failing to do so would result in a
settlement date that is earlier than the date of delivery of such offered
certificates.

         The Underwriters and any dealers that participate with the Underwriters
in the distribution of the offered certificates may be deemed to be
underwriters, and any discounts or commissions received by them and any profit
on the resale of such Classes of offered certificates by them may be deemed to
be underwriting discounts or commissions, under the Securities Act of 1933, as
amended.

         We have agreed to indemnify the Underwriters against civil liabilities,
including liabilities under the Securities Act of 1933, as amended, or
contribute to payments the Underwriters may be required to make in respect of
such liabilities.

         The Underwriters currently intend to make a secondary market in the
offered certificates, but they are not obligated to do so.

         The Depositor is an affiliate of Morgan Stanley & Co. Incorporated, an
Underwriter, and Morgan Stanley Mortgage Capital, Inc., a seller.


                                  LEGAL MATTERS

         The legality of the offered certificates and the material federal
income tax consequences of investing in the offered certificates will be passed
upon for the Depositor by Latham & Watkins LLP, New York, New York. Certain
legal matters with respect to the offered certificates will be passed upon for
the Underwriters by Latham & Watkins LLP, New York, New York. Certain legal
matters will be passed upon for Bear Stearns Commercial Mortgage, Inc. by
Cadwalader, Wickersham & Taft LLP, New York, New York, for Morgan Stanley
Mortgage Capital Inc. by Latham & Watkins LLP, New York, New York, for Wells
Fargo Bank, National Association, in its capacity as master servicer, by Sidley
Austin Brown & Wood LLP, New York, New York and for Principal Commercial
Funding, LLC by Dechert LLP, New York, New York.



                                     S-150


                                     RATINGS

         It is a condition of the issuance of the offered certificates that they
receive the following credit ratings from Fitch and S&P.

CLASS                                                FITCH             S&P
------------------------------------------         ---------          ------
Class A-1..................................           AAA              AAA
Class A-2..................................           AAA              AAA
Class A-3..................................           AAA              AAA
Class A-AB.................................           AAA              AAA
Class A-4A.................................           AAA              AAA
Class A-4B.................................           AAA              AAA
Class A-J..................................           AAA              AAA
Class B....................................           AA                AA
Class C....................................           AA-              AA-
Class D....................................            A                A

         The ratings of the offered certificates address the likelihood of the
timely payment of interest and the ultimate payment of principal, if any, due on
the offered certificates by the Rated Final Distribution Date. That date is the
first Distribution Date that follows by at least 24 months the end of the
amortization term of the mortgage loan that, as of the Cut-off Date, has the
longest remaining amortization term. The ratings on the offered certificates
should be evaluated independently from similar ratings on other types of
securities. A security rating is not a recommendation to buy, sell or hold
securities and may be subject to revision or withdrawal at any time by the
assigning rating agency.

         The ratings of the certificates do not represent any assessment of (1)
the likelihood or frequency of principal prepayments, voluntary or involuntary,
on the mortgage loans, (2) the degree to which such prepayments might differ
from those originally anticipated, (3) whether and to what extent Prepayment
Premiums, Yield Maintenance Charges, any Excess Interest or default interest
will be received, (4) the allocation of Net Aggregate Prepayment Interest
Shortfalls or (5) the tax treatment of the certificates. A security rating does
not represent any assessment of the yield to maturity that investors may
experience. In general, the ratings thus 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
the offered certificates and, if so, what such rating would be. A rating
assigned to any class of offered certificates by a rating agency that has not
been requested by the Depositor to do so may be lower than the ratings assigned
to such class at the request of the Depositor.



                                     S-151


                                GLOSSARY OF TERMS

         The certificates will be issued pursuant to the Pooling and Servicing
Agreement. The following Glossary of Terms is not complete. You should also
refer to the prospectus and the Pooling and Servicing Agreement for additional
definitions. If you send a written request to the trustee at its corporate
office, the trustee will provide to you without charge a copy of the Pooling and
Servicing Agreement, without exhibits and schedules.

         Unless the context requires otherwise, the definitions contained in
this Glossary of Terms apply only to this series of certificates and will not
necessarily apply to any other series of certificates the trust may issue.

         "A Note" means, with respect to any A/B Mortgage Loan, the mortgage
note (or notes) included in the trust.

         "A/B Mortgage Loan" means the Oak Tree Village Apartments A/B Mortgage
Loan, the Missouri City Shopping Center A/B Mortgage Loan or any mortgage loan
serviced under the Pooling and Servicing Agreement that is divided into a senior
mortgage note(s) and a subordinated mortgage note, one or more of which senior
mortgage note(s) is included in the trust. References herein to an A/B Mortgage
Loan shall be construed to refer to the aggregate indebtedness under the related
A Note and the related B Note.

         "Accrued Certificate Interest" means, in respect of each class of
Certificates for each Distribution Date, the amount of interest for the
applicable Interest Accrual Period accrued at the applicable Pass-Through Rate
on the aggregate Certificate Balance or Notional Amount, as the case may be, of
such class of certificates outstanding immediately prior to such Distribution
Date. Accrued Certificate Interest will be calculated on the basis of a 360-day
year consisting of twelve 30-day months.

         "Administrative Cost Rate" will equal the sum of the related Master
Servicing Fee Rate, the Excess Servicing Fee Rate, the Primary Servicing Fee
Rate, and the Trustee Fee Rate set forth in the Pooling and Servicing Agreement
(and in the case of a Non-Serviced Mortgage Loan, the applicable Pari Passu Loan
Servicing Fee Rate, respectively) for any month (in each case, expressed as a
per annum rate) for any mortgage loan in such month, and is set forth in
Appendix II.

         "Advance Rate" means a rate equal to the "Prime Rate" as reported in
The Wall Street Journal from time to time.

         "Advances" means Servicing Advances and P&I Advances, collectively.

         "Annual Report" means a report for each mortgage loan based on the most
recently available year-end financial statements and most recently available
rent rolls of each applicable borrower, to the extent such information is
provided to the master servicer, containing such information and analyses as
required by the Pooling and Servicing Agreement including, without limitation,
Debt Service Coverage Ratios, to the extent available, and in such form as shall
be specified in the Pooling and Servicing Agreement.

         "Anticipated Repayment Date" means, in respect of any ARD Loan, the
date on which a substantial principal payment on an ARD Loan is anticipated to
be made (which is prior to stated maturity).

         "Appraisal Event" means not later than the earliest of the following:

         o     the date 120 days after the occurrence of any delinquency in
               payment with respect to a mortgage loan, Loan Pair or A/B
               Mortgage Loan if such delinquency remains uncured;

         o     the date 30 days after receipt of notice that the related
               borrower has filed a bankruptcy petition, an involuntary
               bankruptcy has occurred or a receiver is appointed in respect of
               the related mortgaged property, provided that such petition or
               appointment remains in effect;

                                     S-152


         o     the effective date of any modification to a Money Term of a
               mortgage loan, Loan Pair or A/B Mortgage Loan, other than an
               extension of the date that a Balloon Payment is due for a period
               of less than six months from the original due date of such
               Balloon Payment; and

         o     the date 30 days following the date a mortgaged property becomes
               an REO Property.


         "Appraisal Reduction" will equal, for any mortgage loan, including a
mortgage loan as to which the related mortgaged property has become an REO
Property, an amount that is equal to the excess, if any, of:

               the sum of:

         o     the Scheduled Principal Balance of such mortgage loan, Loan Pair
               or A/B Mortgage Loan or in the case of an REO Property, the
               related REO mortgage loan, less the principal amount of certain
               guarantees and surety bonds and any undrawn letter of credit or
               debt service reserve, if applicable, that is then securing such
               mortgage loan;

         o     to the extent not previously advanced by the master servicer, the
               trustee or the fiscal agent, all accrued and unpaid interest on
               the mortgage loan;

         o     all related unreimbursed Advances and interest on such Advances
               at the Advance Rate, and, to the extent applicable, all Advances
               that were made on a mortgage loan, Loan Pair or A/B Mortgage Loan
               on or before the date such mortgage loan, Loan Pair or A/B
               Mortgage Loan became a Rehabilitated Mortgage Loan that have
               since been reimbursed to the advancing party by the trust out of
               principal collections but not by the related mortgagor; and

         o     to the extent funds on deposit in any applicable Escrow Accounts
               are not sufficient therefor, and to the extent not previously
               advanced by the master servicer, the trustee or the fiscal agent,
               all currently due and unpaid real estate taxes and assessments,
               insurance premiums and, if applicable, ground rents and other
               amounts which were required to be deposited in any Escrow Account
               (but were not deposited) in respect of the related mortgaged
               property or REO Property, as the case may be,

               over

         o     90% of the value (net of any prior mortgage liens) of such
               mortgaged property or REO Property as determined by such
               appraisal or internal valuation, plus the full amount of any
               escrows held by or on behalf of the trustee as security for the
               mortgage loan, Loan Pair or A/B Mortgage Loan (less the estimated
               amount of obligations anticipated to be payable in the next
               twelve months to which such escrows relate).

          In the case of any Serviced Pari Passu Mortgage Loan, any Appraisal
          Reduction will be calculated in respect of the Serviced Pari Passu
          Mortgage Loan and the related Serviced Companion Mortgage Loan and
          then allocated pro rata between the Serviced Pari Passu Mortgage Loan
          and the Serviced Companion Mortgage Loan according to their respective
          principal balances. In the case of any A/B Mortgage Loan, any
          Appraisal Reduction will be calculated in respect of such A/B Mortgage
          Loan taken as a whole and any such Appraisal Reduction will be
          allocated first to the related B Note and then allocated to the
          related A Note.

         "ARD Loan" means a mortgage loan that provides for increases in the
mortgage rate and/or principal amortization at a specified date prior to stated
maturity, which creates an incentive for the related borrower to prepay such
mortgage loan.

         "Assumed Scheduled Payment" means an amount deemed due in respect of:

         o     any Balloon Loan that is delinquent in respect of its Balloon
               Payment beyond the first Determination Date that follows its
               original stated maturity date; or

         o     any mortgage loan as to which the related mortgaged property has
               become an REO Property.

                                     S-153


The Assumed Scheduled Payment deemed due on any such Balloon Loan on its
original stated maturity date and on each successive Due Date that it remains or
is deemed to remain outstanding will equal the Scheduled Payment that would have
been due on such date if the related Balloon Payment had not come due, but
rather such mortgage loan had continued to amortize in accordance with its
amortization schedule in effect immediately prior to maturity. With respect to
any mortgage loan as to which the related mortgaged property has become an REO
Property, the Assumed Scheduled Payment deemed due on each Due Date for so long
as the REO Property remains part of the trust, equals the Scheduled Payment (or
Assumed Scheduled Payment) due on the last Due Date prior to the acquisition of
such REO Property.

          "Available Distribution Amount" means in general, for any
Distribution Date:

         (1)   all amounts on deposit in the Certificate Account as of the
               business day preceding the related Distribution Date that
               represent payments and other collections on or in respect of the
               mortgage loans and any REO Properties that were received by the
               master servicer or the special servicer through the end of the
               related Collection Period, exclusive of any portion that
               represents one or more of the following:

               o  Scheduled Payments collected but due on a Due Date subsequent
                  to the related Collection Period;

               o  Prepayment Premiums or Yield Maintenance Charges (which are
                  separately distributable on the certificates as described in
                  this prospectus supplement);

               o  amounts that are payable or reimbursable to any person other
                  than the Certificateholders (including, among other things,
                  amounts attributable to Expense Losses and amounts payable to
                  the master servicer, the special servicer, the Primary
                  Servicer, the trustee, the paying agent and the fiscal agent
                  as compensation or in reimbursement of outstanding Advances or
                  as Excess Servicing Fees);

               o  amounts deposited in the Certificate Account in error;

               o  if such Distribution Date occurs during January, other than a
                  leap year, or February of any year, the Interest Reserve
                  Amounts with respect to the Interest Reserve Loans to be
                  deposited into the Interest Reserve Account;

               o  in the case of the REO Property related to an A/B Mortgage
                  Loan, all amounts received with respect to such A/B Mortgage
                  Loan that are required to be paid to the holder of the related
                  B Note pursuant to the terms of the related B Note and the
                  related intercreditor agreement; and

               o  any portion of such amounts payable to the holders of any
                  Serviced Companion Mortgage Loan or B Note;


         (2)   to the extent not already included in clause (1), any P&I
               Advances made and any Compensating Interest Payment paid with
               respect to such Distribution Date; and

         (3)   if such Distribution Date occurs during March of any year, the
               aggregate of the Interest Reserve Amounts then on deposit in the
               Interest Reserve Account in respect of each Interest Reserve
               Loan.

         "Balloon Loans" means mortgage loans that provide for Scheduled
Payments based on amortization schedules significantly longer than their terms
to maturity or Anticipated Repayment Date, and that are expected to have
remaining principal balances equal to or greater than 5% of the original
principal balance of those mortgage loans as of their respective stated maturity
date or anticipated to be paid on their Anticipated Repayment Dates, as the case
may be, unless previously prepaid.

                                     S-154


         "Balloon LTV" - See "Balloon LTV Ratio."

         "Balloon LTV Ratio" or "Balloon LTV" means the ratio, expressed as a
percentage, of (a) (i) the principal balance of a Balloon Loan anticipated to be
outstanding on the date on which the related Balloon Payment is scheduled to be
due or, (ii) in the case of an ARD Loan, the principal balance on its related
Anticipated Repayment Date to (b) the value of the related mortgaged property or
properties as of the Cut-off Date determined as described under "Description of
the Mortgage Pool--Additional Mortgage Loan Information" in this prospectus
supplement.

         "Balloon Payment" means, with respect to the Balloon Loans, the
principal payments and scheduled interest due and payable on the relevant
maturity dates.

         "Bankruptcy Code" means, the federal Bankruptcy Code, Title 11 of the
United States Code, as amended.

         "Base Interest Fraction" means, with respect to any principal
prepayment of any mortgage loan that provides for payment of a Prepayment
Premium or Yield Maintenance Charge, and with respect to any class of
certificates, a fraction (A) whose numerator is the greater of (x) zero and (y)
the difference between (i) the Pass-Through Rate on that class of certificates,
and (ii) the Discount Rate used in calculating the Prepayment Premium or Yield
Maintenance Charge with respect to the principal prepayment (or the current
Discount Rate if not used in such calculation) and (B) whose denominator is the
difference between (i) the mortgage rate on the related mortgage loan and (ii)
the Discount Rate used in calculating the Prepayment Premium or Yield
Maintenance Charge with respect to that principal prepayment (or the current
Discount Rate if not used in such calculation), provided, however, that under no
circumstances will the Base Interest Fraction be greater than one. If the
Discount Rate referred to above is greater than the mortgage rate on the related
mortgage loan, then the Base Interest Fraction will equal zero.

         "B Note" means, with respect to any A/B Mortgage Loan, the related
subordinated Mortgage Note not included in the trust, which is subordinated in
right of payment to the related A Note to the extent set forth in the related
intercreditor agreement.

         "Brick Walk Mortgage Loan" means Mortgage Loan No. 147.


         "BSCMI" means Bear Stearns Commercial Mortgage, Inc.


         "BSCMI Loans" means the mortgage loans that were originated or
purchased by BSCMI or an affiliate of BSCMI.

         "BSCMS 2005-PWR8" means the securitization known as the Bear Stearns
Commercial Mortgage Securities Trust 2005-PWR8.

         "BSCMS 2005-PWR8 Certificate Administrator" means the certificate
administrator, tax administrator and certificate registrar appointed under the
BSCMS 2005-PWR8 Pooling and Servicing Agreement.

         "BSCMS 2005-PWR8 Depositor" means the "depositor" under the BSCMS
2005-PWR8 Pooling and Servicing Agreement, which as of the date of this
prospectus supplement is Bear Stearns Commercial Mortgage Securities Inc.

         "BSCMS 2005-PWR8 Fiscal Agent" means the "fiscal agent" under the BSCMS
2005-PWR8 Pooling and Servicing Agreement, which as of the date of this
prospectus supplement is ABN AMRO Bank N.V.

         "BSCMS 2005-PWR8 Master Servicer" means each of the "master servicers"
under the BSCMS 2005-PWR8 Pooling and Servicing Agreement, which as of the date
of this prospectus supplement is Prudential Asset Resources, Inc. with respect
to those mortgage loans sold to BSCMS 2005-PWR8 by Prudential Mortgage Capital
Funding, LLC and Wells Fargo Bank, National Association with respect to all
other mortgage loans sold to BSCMS 2005-PWR8, as applicable.

                                     S-155


         "BSCMS 2005-PWR8 Pooling and Servicing Agreement" means the Pooling and
Servicing Agreement entered into between the BSCMS 2005-PWR8 Depositor, the
BSCMS 2005-PWR8 Master Servicer, the BSCMS 2005-PWR8 Special Servicer, the BSCMS
2005-PWR8 Certificate Administrator, the BSCMS 2005-PWR8 Trustee and the BSCMS
2005-PWR8 Fiscal Agent.

         "BSCMS 2005-PWR8 Special Servicer" means the "special servicer" under
the BSCMS 2005-PWR8 Pooling and Servicing Agreement, which as of the date of
this prospectus supplement is ARCap Servicing, Inc.

         "BSCMS 2005-PWR8 Trustee" means the "trustee" under the BSCMS 2005-PWR8
Pooling and Servicing Agreement, which as of the date of this prospectus
supplement is LaSalle Bank National Association, a national banking association.

         "Certificate Account" means one or more separate accounts established
and maintained by the master servicer, the Primary Servicer or any sub-servicer
on behalf of the master servicer, pursuant to the Pooling and Servicing
Agreement.

         "Certificate Balance" will equal the then maximum amount that the
holder of each Principal Balance Certificate will be entitled to receive in
respect of principal out of future cash flow on the mortgage loans and other
assets included in the trust.

         "Certificateholder" or "Holder" means an entity in whose name a
certificate is registered in the certificate registrar.

         "Certificate Owner" means an entity acquiring an interest in an offered
certificate.

         "Class" means the designation applied to the offered certificates and
the private certificates, pursuant to this prospectus supplement.

         "Class A Senior Certificates" means the Class A-1 Certificates, the
Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB Certificates
and the Class A-4 Certificates.

         "Class A-4 Certificates" means the Class A-4A Certificates and Class
A-4B Certificates, collectively.

         "Class X Certificates" means the Class X-1 Certificates and Class X-2
Certificates.

         "Clearstream Bank" means Clearstream Bank, societe anonyme.


         "Closing Date" means on or about July 28, 2005.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collection Period" means, with respect to any Distribution Date, the
period beginning with the day after the Determination Date in the month
preceding such Distribution Date (or, in the case of the first Distribution
Date, the Cut-off Date) and ending with the Determination Date occurring in the
month in which such Distribution Date occurs.

         "Compensating Interest" means with respect to any Distribution Date, an
amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of the mortgage loans other than Specially
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on
such mortgage loans (but not including any B Note, Non-Serviced Companion
Mortgage Loan or Serviced Companion Mortgage Loan) or (y) to the extent that the
master servicer did not apply the proceeds from involuntary Principal
Prepayments in accordance with the terms of the related mortgage loan documents,
involuntary Principal Prepayments during the related Collection Period over (ii)
the aggregate of Prepayment Interest Excesses incurred in respect of the
mortgage loans resulting from Principal Prepayments on the mortgage loans (but
not including any B Note, Non-Serviced Companion Mortgage Loan or Serviced
Companion Mortgage Loan) during the same Collection Period, and (B) the

                                     S-156


aggregate of the portion of the aggregate Master Servicing Fee accrued at a rate
per annum equal to 2 basis points for the related Collection Period calculated
in respect of all the mortgage loans including REO Properties (but not including
any B Note, Non-Serviced Companion Mortgage Loan or Serviced Companion Mortgage
Loan), plus any investment income earned on the amount prepaid prior to such
Distribution Date.

         "Compensating Interest Payment" means any payment of Compensating
Interest.


         "Condemnation Proceeds" means any awards resulting from the full or
partial condemnation or eminent domain proceedings or any conveyance in lieu or
in anticipation of such proceedings with respect to a mortgaged property by or
to any governmental, quasi-governmental authority or private entity with
condemnation powers other than amounts to be applied to the restoration,
preservation or repair of such mortgaged property or released to the related
borrower in accordance with the terms of the mortgage loan and (if applicable)
its related B Note or Serviced Companion Mortgage Loan. With respect to the
mortgaged property or properties securing any Non-Serviced Mortgage Loan or
Non-Serviced Companion Mortgage Loan, only the portion of such amounts payable
to the holder of the related Non-Serviced Mortgage Loan will be included in
Condemnation Proceeds, and with respect to the mortgaged property or properties
securing any Loan Pair or A/B Mortgage Loan, only an allocable portion of such
Condemnation Proceeds will be distributable to the Certificateholders.

         "Constant Default Rate" or "CDR" means a rate that represents an
assumed constant rate of default each month, which is expressed as an annual
percentage, relative to the then outstanding principal balance of a pool of
mortgage loans for the life of such mortgage loans. CDR does not purport to be
either an historical description of the default experience of any pool of
mortgage loans or a prediction of the anticipated rate of default of any
mortgage loans, including the mortgage loans underlying the certificates.

         "Constant Prepayment Rate" or "CPR" means a rate that represents 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 such mortgage loans. CPR does not purport to be
either an historical description of the prepayment experience of any pool of
mortgage loans or a prediction of the anticipated rate of prepayment of any
mortgage loans, including the mortgage loans underlying the certificates.

         "Controlling Class" means the most subordinate class of Subordinate
Certificates outstanding at any time of determination; provided, however, that
if the aggregate Certificate Balance of such class of certificates is less than
25% of the initial aggregate Certificate Balance of such Class as of the Closing
Date, the Controlling Class will be the next most subordinate class of
certificates.

         "CPR" - See "Constant Prepayment Rate" above.

         "Cut-off Date" means July 1, 2005, or with respect to any mortgage loan
that was originated in July 2005 that has its first Scheduled Payment in
September 2005, the date of origination. For purposes of the information
contained in this prospectus supplement (including the appendices to this
prospectus supplement), scheduled payments due in July 2005 with respect to
mortgage loans not having Due Dates on the first of each month have been deemed
received on July 1, 2005, not the actual day which such scheduled payments were
due.

         "Cut-off Date Balance" means, with respect to any mortgage loan, such
mortgage loan's principal balance outstanding as of its Cut-off Date, after
application of all payments of principal due on or before such date, whether or
not received determined as described under "Description of the Mortgage
Pool--Additional Mortgage Loan Information" in this prospectus supplement. For
purposes of those mortgage loans that have a Due Date on a date other than the
first of the month, we have assumed that monthly payments on such mortgage loans
are due on the first of the month for purposes of determining their Cut-off Date
Balances.

         "Cut-off Date Loan-to-Value" or "Cut-off Date LTV" means a ratio,
expressed as a percentage, of the Cut-off Date Balance of a mortgage loan to the
value of the related mortgaged property or properties determined as described
under "Description of the Mortgage Pool--Additional Mortgage Loan Information"
in this prospectus supplement.

                                     S-157


         "Cut-off Date LTV" - See "Cut-off Date Loan-to-Value."


         "Debt Service Coverage Ratio" or "DSCR" means the ratio of
Underwritable Cash Flow estimated to be produced by the related mortgaged
property or properties to the annualized amount of current debt service payable
under that mortgage loan.

         "Depositor" means Morgan Stanley Capital I Inc.

         "Determination Date" means, with respect to any Distribution Date, the
earlier of (i) the 7th day of the month in which such Distribution Date occurs,
or, if such day is not a business day, the next preceding business day, and (ii)
the 5th business day prior to the related Distribution Date.

         "Discount Rate" means, for the purposes of the distribution of
Prepayment Premiums or Yield Maintenance Charges, the rate which, when
compounded monthly, is equivalent to the Treasury Rate when compounded
semi-annually.

         "Distributable Certificate Interest Amount" means, in respect of any
Class (or in the case of Classes A-4A and A-4B, such Classes collectively or
individually as the context may require) of certificates for any Distribution
Date, the sum of:

o    Accrued Certificate Interest in respect of such Class or Classes of
     certificates for such Distribution Date, reduced (to not less than zero)
     by:

               o    any Net Aggregate Prepayment Interest Shortfalls allocated
                    to such Class or Classes for such Distribution Date; and

               o    Realized Losses and Expense Losses, in each case
                    specifically allocated with respect to such Distribution
                    Date to reduce the Distributable Certificate Interest Amount
                    payable in respect of such Class or Classes in accordance
                    with the terms of the Pooling and Servicing Agreement; plus

o    the portion of the Distributable Certificate Interest Amount for such Class
     or Classes remaining unpaid as of the close of business on the preceding
     Distribution Date; plus

o    if the aggregate Certificate Balance is reduced because of a diversion of
     principal as a result of the reimbursement of non-recoverable Advances out
     of principal in accordance with the terms of the Pooling and Servicing
     Agreement, and there is a subsequent recovery of amounts applied by the
     master servicer as recoveries of principal, then an amount generally equal
     to interest at the applicable Pass-Through Rate that would have accrued and
     been distributable with respect to the amount that the aggregate
     Certificate Balance was so reduced, which interest will accrue from the
     date that the related Realized Loss is allocated through the end of the
     Interest Accrual Period related to the Distribution Date on which such
     amounts are subsequently recovered.


         "Distribution Account" means the distribution account maintained by the
paying agent, in accordance with the Pooling and Servicing Agreement.

         "Distribution Date" means the 12th day of each month, or if any such
12th day is not a business day, on the next succeeding business day.

         "Document Defect" means that a mortgage loan is not delivered as and
when required, is not properly executed or is defective on its face.

                                     S-158


         "DOL Regulation" means the final regulation, issued by the DOL,
defining the term "plan assets" which provides, generally, that when a Plan
makes an equity investment in another entity, the underlying assets of that
entity may be considered plan assets unless exceptions apply (29 C.F.R. Section
2510.3-101).

         "DSCR" - See "Debt Service Coverage Ratio."

         "DTC" means The Depository Trust Company.

         "Due Dates" means dates upon which the related Scheduled Payments are
due under the terms of the related mortgage loans or any B Note or Serviced
Companion Mortgage Loan.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Escrow Account" means one or more custodial accounts established and
maintained by the master servicer (or the Primary Servicer on its behalf)
pursuant to the Pooling and Servicing Agreement.

         "Euroclear Bank" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system.


         "Event of Default" means, with respect to the master servicer under the
Pooling and Servicing Agreement, any one of the following events:

o    any failure by the master servicer to remit to the paying agent any payment
     required to be remitted by the master servicer under the terms of the
     Pooling and Servicing Agreement, including any required Advances;

o    any failure by the master servicer to make a required deposit to the
     Certificate Account which continues unremedied for one business day
     following the date on which such deposit was first required to be made;

o    any failure on the part of the master servicer duly to observe or perform
     in any material respect any other of the duties, covenants or agreements on
     the part of the master servicer contained in the Pooling and Servicing
     Agreement which continues unremedied for a period of 30 days after the date
     on which written notice of such failure, requiring the same to be remedied,
     shall have been given to the master servicer by the Depositor or the
     trustee; provided, however, that if the master servicer certifies to the
     trustee and the Depositor that the master servicer is in good faith
     attempting to remedy such failure, such cure period will be extended to the
     extent necessary to permit the master servicer to cure such failure;
     provided, further that such cure period may not exceed 90 days;

o    any breach of the representations and warranties of the master servicer in
     the Pooling and Servicing Agreement that materially and adversely affects
     the interest of any holder of any class of certificates and that continues
     unremedied for a period of 30 days after the date on which notice of such
     breach, requiring the same to be remedied shall have been given to the
     master servicer by the Depositor or the trustee, provided, however, that if
     the master servicer certifies to the trustee and the Depositor that the
     master servicer is in good faith attempting to remedy such breach, such
     cure period will be extended to the extent necessary to permit the master
     servicer to cure such breach; provided, further that such cure period may
     not exceed 90 days;

o    a decree or order of a court or agency or supervisory authority having
     jurisdiction in the premises in an involuntary case under any present or
     future federal or state bankruptcy, insolvency or similar law for the
     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the master
     servicer and such decree or order shall have remained in force undischarged
     or unstayed for a period of 60 days;

o    the master servicer shall consent to the appointment of a conservator,
     receiver, liquidator, trustee or similar official in any bankruptcy,
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceedings of or relating to the master servicer or of or relating
     to all or substantially all of its property;

                                     S-159


o    the master servicer shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of any
     applicable bankruptcy, insolvency or reorganization statute, make an
     assignment for the benefit of its creditors, voluntarily suspend payment of
     its obligations, or take any corporate action in furtherance of the
     foregoing;

o    the master servicer is removed from S&P's Select Servicer List as a U.S.
     Commercial Mortgage Master Servicer and is not reinstated within 60 days
     and the ratings then assigned by S&P to any class or classes of
     certificates are downgraded, qualified or withdrawn, including, without
     limitation, being placed on "negative credit watch" in connection with such
     removal;

o    the trustee shall receive notice from Fitch to the effect that the
     continuation of the master servicer in such capacity would result in the
     downgrade, qualification or withdrawal of any rating then assigned by Fitch
     to any class of certificates; or

o    the master servicer has been downgraded to a servicer rating level below
     CMS3, or its then equivalent, by Fitch.

         "Excess Interest" means, in respect of each ARD Loan that does not
repay on its Anticipated Repayment Date, the excess, if any, of interest accrued
on such mortgage loan at the Revised Rate over interest accrued on such mortgage
loan at the Initial Rate, together with interest thereon at the Revised Rate
from the date accrued to the date such interest is payable (generally, after
payment in full of the outstanding principal balance of such loan).

         "Excess Interest Sub-account" means an administrative account deemed to
be a sub-account of the Distribution Account. The Excess Interest Sub-account
will not be an asset of any REMIC Pool.

         "Excess Liquidation Proceeds" means the excess of (i) proceeds from the
sale or liquidation of a mortgage loan or related REO Property, net of expenses
over (ii) the amount that would have been received if a prepayment in full had
been made with respect to such mortgage loan (or, in the case of an REO Property
related to an A/B Mortgage Loan, a prepayment in full had been made with respect
to both the related A Note and B Note) on the date such proceeds were received
plus accrued and unpaid interest with respect to that mortgage loan and any and
all expenses with respect to that mortgage loan.

         "Excess Servicing Fee" means an additional fee payable to Wells Fargo
that accrues at the Excess Servicing Fee Rate, which is assignable and
non-terminable.

         "Excess Servicing Fee Rate" means an amount per annum set forth in the
Pooling and Servicing Agreement which is payable each month with respect to
certain mortgage loans in connection with the Excess Servicing Fee.

         "Exemptions" means the individual prohibited transaction exemptions
relating to pass-through certificates and the operation of asset pool investment
trusts granted by the DOL to the Underwriters, as amended.

         "Expense Losses" means, among other things:

o    any interest paid to the master servicer, special servicer, the trustee or
     the fiscal agent in respect of unreimbursed Advances on the mortgage loans;

o    all Special Servicer Compensation payable to the special servicer from
     amounts that are part of the trust;

o    other expenses of the trust, including, but not limited to, specified
     reimbursements and indemnification payments to the trustee, the fiscal
     agent, the paying agent and certain related persons, specified
     reimbursements and indemnification payments to the Depositor, the master
     servicer, the special servicer, the Primary Servicer and certain related
     persons, specified taxes payable from the assets of the trust, the costs
     and expenses of any tax audits with respect to the trust and other
     tax-related expenses, rating agency fees not recovered from the borrower,
     amounts expended on behalf of the trust to remediate an adverse
     environmental condition and the

                                     S-160


cost of various opinions of counsel required to be obtained in connection with
the servicing of the mortgage loans and administration of the trust; and

o    any other expense of the trust not specifically included in the calculation
     of Realized Loss for which there is no corresponding collection from the
     borrower.

         "Financial Market Publishers" means TREPP, LLC, Intex Solutions, Inc.
and Standard and Poor's Conquest.


         "Fitch" means Fitch, Inc.

         "401(c) Regulations" means the final regulations issued by the DOL
under Section 401(c) of ERISA clarifying the application of ERISA to Insurance
Company General Accounts.

         "Hinckley Portfolio Companion Loan" means the loans that, in the
aggregate, are secured by the Hinckley Portfolio Pari Passu Mortgage on a pari
passu basis with the Hinckley Portfolio Pari Passu Loan.

         "Hinckley Portfolio Loan Group" means, collectively, the Hinckley
Portfolio Pari Passu Loan and the Hinckley Portfolio Companion Loan.

         "Hinckley Portfolio Pari Passu Loan" means Mortgage Loan Nos. 28-32,
which is secured on a pari passu basis with the Hinckley Portfolio Companion
Loan pursuant to the Hinckley Portfolio Pari Passu Mortgage.

         "Hinckley Portfolio Pari Passu Mortgage" means the mortgage securing
the Hinckley Portfolio Pari Passu Loan and the Hinckley Portfolio Companion
Loan.

         "Initial Pool Balance" means the aggregate Cut-off Date Balance of
$1,228,438,747.


         "Initial Rate" means, with respect to any mortgage loan, the mortgage
rate in effect as of the Cut-off Date for such mortgage loan.

         "Insurance Proceeds" means all amounts paid by an insurer under an
insurance policy in connection with a mortgage loan, Serviced Companion Mortgage
Loan or B Note, other than amounts required to be paid to the related borrower.
With respect to the mortgaged property or properties securing any Non-Serviced
Mortgage Loan or Non-Serviced Companion Mortgage Loan, only the portion of such
amounts payable to the holder of the related Non-Serviced Mortgage Loan will be
included in Insurance Proceeds, and with respect to the mortgaged property or
properties securing any Loan Pair or A/B Mortgage Loan, only an allocable
portion of such Insurance Proceeds will be distributable to the
Certificateholders.

         "Interest Accrual Period" means, for each class of REMIC Regular
Certificates and each Distribution Date, the calendar month immediately
preceding the month in which such Distribution Date occurs.

         "Interest Only Certificates" means the Class X Certificates.


         "Interest Reserve Account" means an account that the master servicer
has established and will maintain for the benefit of the holders of the
certificates.

         "Interest Reserve Amount" means all amounts deposited in the Interest
Reserve Account with respect to Scheduled Payments due in any applicable January
and February.

         "Interest Reserve Loan" - See "Non-30/360 Loan" below.

                                     S-161



         "JL Holdings Portfolio B Note" means, with respect to the JL Holdings
Portfolio Pari Loan, the JL Holdings Portfolio B Note, which is a subordinated
mortgage note that is not included in the trust and is not serviced under the
Pooling and Servicing Agreement.

         "JL Holdings Portfolio Companion Loan" means the loans that, in the
aggregate, are secured by the JL Holdings Portfolio Pari Passu Mortgage on a
pari passu basis with the JL Holdings Portfolio Pari Passu Loan.

         "JL Holdings Portfolio Loan Group" means, collectively, the JL Holdings
Portfolio Pari Passu Loan, the JL Holdings Portfolio Companion Loan and the JL
Holdings Portfolio B Note.

         "JL Holdings Portfolio Pari Passu Loan" means Mortgage Loan Nos.
36-125, which is secured on a pari passu basis with the JL Holdings Portfolio
Companion Loan pursuant to the JL Holdings Portfolio Pari Passu Mortgage.

         "JL Holdings Portfolio Pari Passu Mortgage" means the mortgage securing
the JL Holdings Portfolio Pari Passu Loan, the JL Holdings Portfolio Companion
Loan and the JL Holdings Portfolio B Note.

         "Liquidation Fee" means 1.00% of the related Liquidation Proceeds
and/or any Condemnation Proceeds and Insurance Proceeds received by the trust in
connection with a Specially Serviced Mortgage Loan or related REO Property (net
of any expenses). For the avoidance of doubt, a Liquidation Fee will be payable
in connection with a repurchase of an A Note by the holder of the related B Note
only to the extent set forth in the related intercreditor agreement.

         "Liquidation Proceeds" means proceeds from the sale or liquidation
(provided that for the purposes of calculating Liquidation Fees, Liquidation
Proceeds shall not include any proceeds from a repurchase of a mortgage loan by
a mortgage loan seller due to a Material Breach of a representation or warranty
or Material Document Defect) of a mortgage loan, Serviced Companion Mortgage
Loan or B Note or related REO Property, net of liquidation expenses. With
respect to the mortgaged property or properties securing any Non-Serviced
Mortgage Loan or Non-Serviced Companion Mortgage Loan, only the portion of such
amounts payable to the holder of the related Non-Serviced Mortgage Loan will be
included in Liquidation Proceeds, and with respect to the mortgaged property or
properties securing any Loan Pair or A/B Mortgage Loan, only an allocable
portion of such Liquidation Proceeds will be distributable to the
Certificateholders.

         "Loan Pair" means a Serviced Pari Passu Mortgage Loan and the related
Serviced Companion Mortgage Loan, collectively.

         "Lock-out Period" means the period during which voluntary principal
prepayments are prohibited.

         "Master Servicer Remittance Date" means, in each month, the business
day preceding the Distribution Date.

         "Master Servicing Fee" means the monthly amount, based on the Master
Servicing Fee Rate, to which the master servicer is entitled in compensation for
servicing the mortgage loans, any Serviced Companion Mortgage Loan and any B
Note.

         "Master Servicing Fee Rate" means the rate per annum payable each month
with respect to a mortgage loan (other than the Non-Serviced Mortgage Loans),
any Serviced Companion Mortgage Loan and any B Note in connection with the
Master Servicing Fee as set forth in the Pooling and Servicing Agreement.
Notwithstanding the foregoing, no Master Servicing Fee will be payable with
respect to the Oak Tree Village Apartments B Note or otherwise be allocable to
such Oak Tree Village Apartments B Note or the trust.

         "Material Breach" means a breach of any of the representations and
warranties that (a) materially and adversely affects the interests of the
holders of the certificates in the related mortgage loan, or (b) both (i) the
breach materially and adversely affects the value of the mortgage loan and (ii)
the mortgage loan is a Specially Serviced Mortgage Loan or Rehabilitated
Mortgage Loan.

                                     S-162


         "Material Document Defect" means a Document Defect that either (a)
materially and adversely affects the interests of the holders of the
certificates in the related mortgage loan, or (b) both (i) the Document Defect
materially and adversely affects the value of the mortgage loan and (ii) the
mortgage loan is a Specially Serviced Mortgage Loan or Rehabilitated Mortgage
Loan.

         "Missouri City Shopping Center A/B Mortgage Loan" means the Missouri
City Shopping Center Mortgage Loan and the Missouri City Shopping Center B Note.

         "Missouri City Shopping Center Mortgage Loan" means Mortgage Loan No.
168.


         "Missouri City Shopping Center B Note" means, with respect to the
Missouri City Shopping Center Mortgage Loan, the related B Note.

         "Money Term" means, with respect to any mortgage loan, Serviced
Companion Mortgage Loan or B Note, the stated maturity date, mortgage rate,
principal balance, amortization term or payment frequency or any provision of
the mortgage loan requiring the payment of a Prepayment Premium or Yield
Maintenance Charge (but does not include late fee or default interest
provisions).

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage File" means the following documents, among others:

o    the original mortgage note (or lost note affidavit), endorsed (without
     recourse) in blank or to the order of the trustee;

o    the original or a copy of the related mortgage(s), together with originals
     or copies of any intervening assignments of such document(s), in each case
     with evidence of recording thereon (unless such document(s) have not been
     returned by the applicable recorder's office);

o    the original or a copy of any related assignment(s) of rents and leases (if
     any such item is a document separate from the mortgage), together with
     originals or copies of any intervening assignments of such document(s), in
     each case with evidence of recording thereon (unless such document(s) have
     not been returned by the applicable recorder's office);

o    an assignment of each related mortgage in blank or in favor of the trustee,
     in recordable form;

o    an assignment of any related assignment(s) of rents and leases (if any such
     item is a document separate from the mortgage) in blank or in favor of the
     trustee, in recordable form;

o    an original or copy of the related lender's title insurance policy (or, if
     a title insurance policy has not yet been issued, a binder, commitment for
     title insurance or a preliminary title report); and

o    when relevant, the related ground lease or a copy of it.


         "Mortgage Loan Purchase Agreement" means each of the agreements entered
into between the Depositor and the respective seller, as the case may be.

         "Mortgage Pool" means the one hundred fifty-six (156) mortgage loans
with an aggregate principal balance, as of the Cut-off Date, of approximately
$1,228,438,747, which may vary on the Closing Date by up to 5%.

         "MSMC" means Morgan Stanley Mortgage Capital Inc.


         "MSMC Loans" means the mortgage loans that were originated or purchased
by MSMC.

                                     S-163


         "Net Aggregate Prepayment Interest Shortfall" means, for the related
Distribution Date, the aggregate of all Prepayment Interest Shortfalls incurred
in respect of the mortgage loans other than Specially Serviced Mortgage Loans
during any Collection Period that are neither offset by Prepayment Interest
Excesses collected on such mortgage loans during such Collection Period nor
covered by a Compensating Interest Payment paid by the master servicer.

         "Net Mortgage Rate" means, in general, with respect to any mortgage
loan, a per annum rate equal to the related mortgage rate (excluding any default
interest or any rate increase occurring after an Anticipated Repayment Date)
minus the related Administrative Cost Rate; provided that, for purposes of
calculating the Pass-Through Rate for each class of REMIC Regular Certificates
from time to time, the Net Mortgage Rate for any mortgage loan will be
calculated without regard to any modification, waiver or amendment of the terms
of such mortgage loan subsequent to the Closing Date. In addition, because the
certificates accrue interest on the basis of a 360-day year consisting of twelve
30-day months, when calculating the Pass-Through Rate for each class of
certificates for each Distribution Date, the Net Mortgage Rate on a Non-30/360
Loan will be the annualized rate at which interest would have to accrue on the
basis of a 360-day year consisting of twelve 30-day months in order to result in
the accrual of the aggregate amount of net interest actually accrued (exclusive
of default interest or Excess Interest). However, with respect to each
Non-30/360 Loan:

o    the Net Mortgage Rate that would otherwise be in effect for purposes of the
     Scheduled Payment due in January of each year (other than a leap year) and
     February of each year will be adjusted to take into account the applicable
     Interest Reserve Amount; and

o    the Net Mortgage Rate that would otherwise be in effect for purposes of the
     Scheduled Payment due in March of each year will be adjusted to take into
     account the related withdrawal from the Interest Reserve Account for the
     preceding January (commencing in 2006), if applicable, and February
     (commencing in 2006).

         "Non-Serviced Companion Mortgage Loan" means a loan not included in the
trust that is generally payable on a pari passu basis with the related
Non-Serviced Mortgage Loan, and in this securitization means the JL Holdings
Portfolio Companion Loan.

         "Non-Serviced Mortgage Loan" means a mortgage loan included in the
trust but serviced under another agreement. The Non-Serviced Mortgage Loan in
the trust is the JL Holdings Portfolio Pari Passu Loan.

         "Non-Serviced Mortgage Loan B Note" means any related note subordinate
in right of payment to a Non-Serviced Mortgage Loan.

         "Non-Serviced Mortgage Loan Group" means the JL Holdings Portfolio Loan
Group.


         "Non-Serviced Mortgage Loan Master Servicer" means the applicable
"master servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

         "Non-Serviced Mortgage Loan Mortgage" means the JL Holdings Portfolio
Pari Passu Mortgage.

         "Non-Serviced Mortgage Loan Pooling and Servicing Agreement" means the
BSCMS 2005-PWR8 Pooling and Servicing Agreement.

         "Non-Serviced Mortgage Loan Special Servicer" means the applicable
"special servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

         "Non-Serviced Mortgage Loan Trustee" means the applicable "trustee"
under the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

         "Non-30/360 Loan" or "Interest Reserve Loan" means a mortgage loan that
accrues interest other than on the basis of a 360-day year consisting of 12
30-day months.

                                     S-164


         "Notional Amount" means the notional principal amount of the Class X
Certificates, which will be based upon the outstanding principal balance of the
Principal Balance Certificates outstanding from time to time.

         "Oak Tree Village Apartments A/B Mortgage Loan" means the Oak Tree
Village Apartments Mortgage Loan and the Oak Tree Village Apartments B Note.

         "Oak Tree Village Apartments B Note" means, with respect to the Oak
Tree Village Apartments Mortgage Loan, the related B Note.

         "Oak Tree Village Apartments Change of Control Event" means, with
respect to the Oak Tree Village Apartments A/B Mortgage Loan, as of any date of
determination if (a) (i) the initial unpaid principal balance of the Oak Tree
Village Apartments B Note minus (ii) the sum of (x) any scheduled payments or
prepayments of principal allocated to, and received on, the Oak Tree Village
Apartments B Note, (y) any Appraisal Reduction amount in effect as of such date
of determination and allocable to the Oak Tree Village Apartments B Note and (z)
any realized losses allocated to the Oak Tree Village Apartments B Note is less
than (b) 25% of the difference between (x) the initial unpaid principal balance
of the Oak Tree Village Apartments B Note and (y) any scheduled payments or
prepayments of principal allocated to, and received on, the Oak Tree Village
Apartments B Note.

         "Oak Tree Village Apartments Intercreditor Agreement" means that
certain intercreditor agreement dated as of June 20, 2005, between the initial
holder of the Oak Tree Village Apartments Mortgage Loan and the initial holder
of the Oak Tree Village Apartments B Note.

         "Oak Tree Village Apartments Mortgage Loan" means Mortgage Loan No. 24.


         "OID" means original issue discount.

         "Operating Adviser" means that entity appointed by the holders of a
majority of the Controlling Class which will have the right to receive
notification from, and in specified cases to direct, the special servicer in
regard to specified actions; provided, that, with respect to an A/B Mortgage
Loan, a holder of the related B Note, will, to the extent set forth in the
related intercreditor agreement, instead be entitled to the rights and powers
granted to the Operating Adviser under the Pooling and Servicing Agreement to
the extent such rights and powers relate to the related A/B Mortgage Loan (but
only so long as the holder of the related B Note is the directing holder or
controlling holder, as defined in the related Intercreditor Agreement).

         "P&I Advance" means the amount of any Scheduled Payments or Assumed
Scheduled Payment (net of the related Master Servicing Fees, Excess Servicing
Fees, Primary Servicing Fees and other servicing fees payable from such
Scheduled Payments or Assumed Scheduled Payments), other than any Balloon
Payment, advanced on the mortgage loans that are delinquent as of the close of
business on the preceding Determination Date.

         "Pari Passu Loan Servicing Fee" means the monthly amount, based on the
Pari Passu Loan Servicing Fee Rate, paid as compensation for the servicing of
the applicable Non-Serviced Mortgage Loan.

         "Pari Passu Loan Servicing Fee Rate" means the servicing fee rate
applicable to any Non-Serviced Mortgage Loan pursuant to its related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

         "Participants" means DTC's participating organizations.

         "Parties in Interest" means persons who have specified relationships to
Plans ("parties in interest" under ERISA or "disqualified persons" under Section
4975 of the Code).

         "Pass-Through Rate" means the rate per annum at which any class of
certificates (other than the Residual Certificates) accrues interest.

         "PCF" means Principal Commercial Funding, LLC.

                                     S-165


         "PCF Loans" means the mortgage loans that were originated by PCF or its
affiliates.

         "Percentage Interest" will equal, as evidenced by any certificate in
the Class to which it belongs, a fraction, expressed as a percentage, the
numerator of which is equal to the initial Certificate Balance or Notional
Amount, as the case may be, of such certificate as set forth on the face of the
certificate, and the denominator of which is equal to the initial aggregate
Certificate Balance or Notional Amount, as the case may be, of such Class.

         "Permitted Cure Period" means, for the purposes of any Material
Document Defect or Material Breach in respect of any mortgage loan, the 90-day
period immediately following the earlier of the discovery by the related seller
or receipt by the related seller of notice of such Material Document Defect or
Material Breach, as the case may be. However, if such Material Document Defect
or Material Breach, as the case may be, cannot be corrected or cured in all
material respects within such 90-day period and such Document Defect or Material
Breach would not cause the mortgage loan to be other than a "qualified
mortgage", but the related seller is diligently attempting to effect such
correction or cure, then the applicable Permitted Cure Period will be extended
for an additional 90 days unless, solely in the case of a Material Document
Defect, (x) the mortgage loan is then a Specially Serviced Mortgage Loan and a
Servicing Transfer Event has occurred as a result of a monetary default or as
described in the second and fifth bullet points of the definition of Specially
Serviced Mortgage Loan and (y) the Document Defect was identified in a
certification delivered to the related mortgage loan seller by the trustee in
accordance with the Pooling and Servicing Agreement.

         "Planned Principal Balance" means, for any Distribution Date, the
balance shown for such Distribution Date in the table set forth in Schedule A to
this prospectus supplement.

         "Plans" means (a) employee benefit plans as defined in Section 3(3) of
ERISA that are subject to Title I of ERISA, (b) plans as defined in Section 4975
of the Code that are subject to Section 4975 of the Code, (c) any other
retirement plan or employee benefit plan or arrangement subject to applicable
federal, state or local law materially similar to the foregoing provisions of
ERISA and the Code, and (d) entities whose underlying assets include plan assets
by reason of a plan's investment in such entities.

         "Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement, dated as of July 1, 2005, between Morgan Stanley Capital I Inc., as
depositor, Wells Fargo, as master servicer, ARCap Servicing, Inc., as special
servicer, LaSalle Bank National Association, as trustee, Wells Fargo Bank,
National Association, as paying agent and certificate registrar and ABN AMRO
Bank N.V., as fiscal agent.

         "Prepayment Interest Excess" means, in the case of a mortgage loan in
which a full or partial Principal Prepayment or a Balloon Payment is made during
any Collection Period after the Due Date for such mortgage loan, the amount of
interest which accrues on the amount of such Principal Prepayment or Balloon
Payment that exceeds the corresponding amount of interest accruing on the
certificates. The amount of the Prepayment Interest Excess in any such case will
generally equal the interest that accrues on the mortgage loan from such Due
Date to the date such payment was made, net of the Trustee Fee, the Master
Servicing Fee, the Primary Servicing Fee, the pari passu loan servicing fee (in
the case of any Non-Serviced Mortgage Loan), the Excess Servicing Fee and, if
the related mortgage loan is a Specially Serviced Mortgage Loan, net of the
Special Servicing Fee.

         "Prepayment Interest Shortfall" means, a shortfall in the collection of
a full month's interest for any Distribution Date and with respect to any
mortgage loan as to which the related borrower has made a full or partial
Principal Prepayment (or a Balloon Payment) during the related Collection
Period, and the date such payment was made occurred prior to the Due Date for
such mortgage loan in such Collection Period (including any shortfall resulting
from such a payment during the grace period relating to such Due Date). Such a
shortfall arises because the amount of interest (net of the Master Servicing
Fee, the Primary Servicing Fee, the Excess Servicing Fee, the Pari Passu Loan
Servicing Fee (in the case of any Non-Serviced Mortgage Loan) and the Trustee
Fee that accrues on the amount of such Principal Prepayment or Balloon Payment
will be less than the corresponding amount of interest accruing on the
Certificates. In such a case, the Prepayment Interest Shortfall will generally
equal the excess of:

o    the aggregate amount of interest that would have accrued at the Net
     Mortgage Rate (less the Special Servicing Fee, if the related mortgage loan
     is a Specially Serviced Mortgage Loan) on the Scheduled Principal Balance
     of

                                     S-166


     such mortgage loan if the mortgage loan had paid on its Due Date and such
     Principal Prepayment or Balloon Payment had not been made, over

o    the aggregate interest that did so accrue through the date such payment was
     made (net of the Master Servicing Fee, the Primary Servicing Fee, the
     Excess Servicing Fee, the Pari Passu Loan Servicing Fee payable in
     connection with any Non-Serviced Mortgage Loan, the Special Servicing Fee,
     if the related mortgage loan is a Specially Serviced Mortgage Loan, and the
     Trustee Fee).

         "Prepayment Premium" means, with respect to any mortgage loan, Serviced
Companion Mortgage Loan or B Note for any Distribution Date, prepayment premiums
and charges, if any, received during the related Collection Period in connection
with Principal Prepayments on such mortgage loan, Serviced Companion Mortgage
Loan or B Note.

         "Primary Servicer" means Principal Global Investors, LLC.


         "Primary Servicing Fee" means the monthly amount, based on the Primary
Servicing Fee Rate, paid as compensation for the primary servicing of the
mortgage loans.

         "Primary Servicing Fee Rate" means an amount per annum set forth in the
Pooling and Servicing Agreement, which is payable each month with respect to a
mortgage loan in connection with the Primary Servicing Fee.

         "Principal Balance Certificates" means, upon initial issuance, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4A, Class A-4B, Class A-J,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates.

         "Principal Distribution Amount" equals, in general, for any
Distribution Date, the aggregate of the following:

o    the principal portions of all Scheduled Payments (other than the principal
     portion of Balloon Payments) and any Assumed Scheduled Payments, in each
     case, to the extent received or advanced, as the case may be, in respect of
     the mortgage loans and any REO mortgage loans (but not in respect of any
     Serviced Companion Mortgage Loan or B Note or, in either case, its
     respective successor REO mortgage loan) for their respective Due Dates
     occurring during the related Collection Period; and

o    all payments (including Principal Prepayments and the principal portion of
     Balloon Payments (but not in respect of any Serviced Companion Mortgage
     Loan or B Note or, in either case, its respective successor REO mortgage
     loan)) and other collections (including Liquidation Proceeds (other than
     the portion, if any, constituting Excess Liquidation Proceeds),
     Condemnation Proceeds, Insurance Proceeds and REO Income (each as defined
     herein) and proceeds of mortgage loan repurchases) that were received on or
     in respect of the mortgage loans (but not in respect of any Serviced
     Companion Mortgage Loan or B Note) during the related Collection Period and
     that were identified and applied by the master servicer as recoveries of
     principal.

         The following amounts shall reduce the Principal Distribution Amount to
the extent applicable:

o    if any advances previously made in respect of any mortgage loan that
     becomes the subject of a workout are not fully repaid at the time of that
     workout, then those advances (and advance interest thereon) are
     reimbursable from amounts allocable to principal received with respect to
     the mortgage pool during the collection period for the related distribution
     date, and the Principal Distribution Amount will be reduced (to not less
     than zero) by any of those advances (and advance interest thereon) that are
     reimbursed from such principal collections during that collection period
     (provided that if any of those amounts that were reimbursed from such
     principal collections are subsequently recovered on the related mortgage
     loan, such recoveries will increase the Principal Distribution Amount for
     the distribution date following the collection period in which the
     subsequent recovery occurs); and

                                     S-167


o    if any advance previously made in respect of any mortgage loan is
     determined to be nonrecoverable, then that advance (unless the applicable
     party entitled to the reimbursement elects to defer all or a portion of the
     reimbursement as described herein) will be reimbursable (with advance
     interest thereon) first from amounts allocable to principal received with
     respect to the mortgage pool during the collection period for the related
     distribution date (prior to reimbursement from other collections) and the
     Principal Distribution Amount will be reduced (to not less than zero) by
     any of those advances (and advance interest thereon) that are reimbursed
     from such principal collections on the mortgage pool during that collection
     period (provided that if any of those amounts that were reimbursed from
     such principal collections are subsequently recovered (notwithstanding the
     nonrecoverability determination) on the related mortgage loan, such
     recovery will increase the Principal Distribution Amount for the
     distribution date following the collection period in which the subsequent
     recovery occurs).


         "Principal Prepayments" means any voluntary or involuntary payment or
collection of principal on a Mortgage Loan, Serviced Companion Mortgage Loan or
B Note which is received or recovered in advance of its scheduled Due Date and
applied to reduce the Principal Balance of the Mortgage Loan, Serviced Companion
Mortgage Loan or B Note in advance of its scheduled Due Date.

         "PTCE" means a DOL Prohibited Transaction Class Exemption.

         "Purchase Price" means that amount at least equal to the unpaid
principal balance of such mortgage loan, together with accrued but unpaid
interest thereon to but not including the Due Date in the Collection Period in
which the purchase or liquidation occurs and the amount of any expenses related
to such mortgage loan and any related B Note, Serviced Companion Mortgage Loan
or REO Property (including any unreimbursed Servicing Advances, Advance Interest
related to such mortgage loan and any related B Note or Serviced Companion
Mortgage Loan, and also includes the amount of any Servicing Advances (and
interest thereon) that were reimbursed from principal collections on the
Mortgage Pool and not subsequently recovered from the related mortgagor), and
any Special Servicing Fees and Liquidation Fees paid with respect to the
mortgage loan and/or (if applicable) its related B Note or any related Serviced
Companion Mortgage Loan that are reimbursable to the master servicer, the
special servicer, the trustee or the fiscal agent, plus if such mortgage loan is
being repurchased or substituted for by a seller pursuant to the related
Mortgage Loan Purchase Agreement, all expenses reasonably incurred or to be
incurred by the Primary Servicer, the master servicer, the special servicer, the
Depositor or the trustee in respect of the Material Breach or Material Document
Defect giving rise to the repurchase or substitution obligation (and that are
not otherwise included above).

         "Qualifying Substitute Mortgage Loan" means a mortgage loan having the
characteristics required in the Pooling and Servicing Agreement and otherwise
satisfying the conditions set forth therein and for which the Rating Agencies
have confirmed in writing that such mortgage loan would not result in a
withdrawal, downgrade or qualification of the then current ratings on the
certificates.

         "Rated Final Distribution Date" means the first Distribution Date that
follows by at least 24 months the end of the amortization term of the mortgage
loan that, as of the Cut-off Date, has the longest remaining amortization term.

         "Rating Agencies" means Fitch and S&P.

         "Realized Losses" means losses arising from the inability of the
trustee, master servicer or the special servicer to collect all amounts due and
owing under any defaulted mortgage loan, including by reason of any
modifications to the terms of a mortgage loan, bankruptcy of the related
borrower or a casualty of any nature at the related mortgaged property, to the
extent not covered by insurance. The Realized Loss, if any, in respect of a
liquidated mortgage loan or related REO Property, will generally equal the
excess, if any, of:

o    the outstanding principal balance of such mortgage loan as of the date of
     liquidation, together with all accrued and unpaid interest thereon at the
     related mortgage rate, over

                                     S-168


o    the aggregate amount of Liquidation Proceeds, if any, recovered in
     connection with such liquidation, net of any portion of such liquidation
     proceeds that is payable or reimbursable in respect of related liquidation
     and other servicing expenses to the extent not already included in Expense
     Losses.

         If the mortgage rate on any mortgage loan is reduced or a portion of
the debt due under any mortgage loan is forgiven, whether in connection with a
modification, waiver or amendment granted or agreed to by the special servicer
or in connection with a bankruptcy or similar proceeding involving the related
borrower, the resulting reduction in interest paid and the principal amount so
forgiven, as the case may be, also will be treated as a Realized Loss. Any
reimbursements of advances determined to be nonrecoverable (and interest on such
advances) that are made in any collection period from collections of principal
that would otherwise be included in the Principal Distribution Amount for the
related distribution date, will create a deficit (or increase an
otherwise-existing deficit) between the aggregate principal balance of the
mortgage pool and the total principal balance of the certificates on the
succeeding Distribution Date. The related reimbursements and payments made
during any collection period will therefore result in the allocation of those
amounts as Realized Losses (in reverse sequential order in accordance with the
loss allocation rules described herein) to reduce principal balances of the
Principal Balance Certificates on the distribution date for that collection
period.

         "Record Date" means, with respect to each class of offered certificates
for each Distribution Date, the last business day of the calendar month
immediately preceding the month in which such Distribution Date occurs.

         "Rehabilitated Mortgage Loan" means a Specially Serviced Mortgage Loan
for which (a) three consecutive Scheduled Payments have been made, in the case
of any such mortgage loan, Serviced Companion Mortgage Loan or B Note that was
modified, based on the modified terms, or a complete defeasance shall have
occurred, (b) no other Servicing Transfer Event has occurred and is continuing
with respect to such mortgage loan and (c) the trust has been reimbursed for all
costs incurred as a result of the occurrence of the Servicing Transfer Event or
such amounts have been forgiven. An A Note will not constitute a Rehabilitated
Mortgage Loan unless its related B Note would also constitute a Rehabilitated
Mortgage Loan. A B Note will not constitute a Rehabilitated Mortgage Loan unless
its related A Note also would constitute a Rehabilitated Mortgage Loan. A
Serviced Pari Passu Mortgage Loan will not constitute a Rehabilitated Mortgage
Loan unless the related Serviced Companion Mortgage Loan would also constitute a
Rehabilitated Mortgage Loan. A Serviced Companion Mortgage Loan will not
constitute a Rehabilitated Mortgage Loan unless the related Serviced Pari Passu
Mortgage Loan would also constitute a Rehabilitated Mortgage Loan.

         "REMIC" means a "real estate mortgage investment conduit," within the
meaning of Section 860D(a) of the Code.

         "REMIC Regular Certificates" means the Senior Certificates and the
Subordinate Certificates.


         "REO Income" means the income received in connection with the operation
of an REO Property, net of certain expenses specified in the Pooling and
Servicing Agreement. With respect to any Non-Serviced Mortgage Loan (if the
applicable Non-Serviced Mortgage Loan Special Servicer has foreclosed upon the
mortgaged property or properties securing such Non-Serviced Mortgage Loan
Mortgage), the REO Income shall include only the portion of such net income that
is payable to the holder of such Non-Serviced Mortgage Loan, and with respect to
any Loan Pair or A/B Mortgage Loan, only an allocable portion of such REO Income
will be distributable to the Certificateholders.

         "REO Property" means any mortgaged property acquired on behalf of the
Certificateholders in respect of a defaulted mortgage loan through foreclosure,
deed in lieu of foreclosure or otherwise.

         "REO Tax" means a tax on "net income from foreclosure property" within
the meaning of the REMIC provisions of the Code.

         "Reserve Account" means an account in the name of the paying agent for
the deposit of any Excess Liquidation Proceeds.

                                     S-169


         "Residual Certificates" means the Class R-I Certificates, the Class
R-II Certificates and the Class R-III Certificates.

         "Revised Rate" means, with respect to any mortgage loan, a fixed rate
per annum equal to the Initial Rate plus a specified percentage.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc.

         "Scheduled Payment" means, in general, for any mortgage loan, Serviced
Companion Mortgage Loan or B Note on any Due Date, the amount of the scheduled
payment of principal and interest, or interest only, due thereon on such date,
taking into account any waiver, modification or amendment of the terms of such
mortgage loan, Serviced Companion Mortgage Loan or B Note subsequent to the
Closing Date, whether agreed to by the special servicer or occurring in
connection with a bankruptcy proceeding involving the related borrower.

         "Scheduled Principal Balance" means, in respect of any mortgage loan,
Serviced Companion Mortgage Loan, Loan Pair, B Note or REO mortgage loan on any
Distribution Date will generally equal its Cut-off Date Balance, as defined
above (less any principal amortization occurring on or prior to the Cut-off
Date), reduced, to not less than zero, by:

o    any payments or other collections of principal, or Advances in lieu of such
     payments or collections, on such mortgage loan that have been collected or
     received during any preceding Collection Period, other than any Scheduled
     Payments due in any subsequent Collection Period; and

o    the principal portion of any Realized Loss and Expense Loss incurred in
     respect of such mortgage loan during any preceding Collection Period.

         "Senior Certificates" means the Class A Senior Certificates and the
Class X Certificates.

         "Serviced Companion Mortgage Loan" means a loan not included in the
trust but serviced pursuant to the Pooling and Servicing Agreement and secured
on a pari passu basis with the related Serviced Pari Passu Mortgage Loan. The
Serviced Companion Mortgage Loan in the trust is the Hinckley Portfolio
Companion Loan.

         "Serviced Pari Passu Mortgage Loan" means a mortgage loan included in
the trust that is serviced under the Pooling and Servicing Agreement and secured
by a mortgaged property that secures one or more other loans on a pari passu
basis that are not included in the trust. The Serviced Pari Passu Mortgage Loan
in the trust is the Hinckley Portfolio Pari Passu Loan.

         "Serviced Pari Passu Mortgage Loan B Note" means, with respect to any
Serviced Pari Passu Mortgage Loan, any subordinated mortgage note that is
designated as a B Note and which is not included in the trust. There are no
Serviced Pari Passu Mortgage Loan B Notes related to the trust.

         "Servicing Advances" means, in general, customary, reasonable and
necessary "out-of-pocket" costs and expenses required to be incurred by the
master servicer in connection with the servicing of a mortgage loan after a
default, whether or not a payment default, delinquency or other unanticipated
event, or in connection with the administration of any REO Property.

         "Servicing Standard" means with respect to the master servicer or the
special servicer, as the case may be, to service and administer the mortgage
loans (and any Serviced Companion Mortgage Loan and any B Note, but not any
Non-Serviced Mortgage Loan) that it is obligated to service and administer
pursuant to the Pooling and Servicing Agreement on behalf of the trustee and in
the best interests of and for the benefit of the Certificateholders (and, in the
case of any Serviced Companion Mortgage Loan or any B Note, the related holder
of such Serviced Companion Mortgage Loan or B Note, as applicable) as a
collective whole (as determined by the master servicer or the special servicer,
as the case may be, in its good faith and reasonable judgment), in accordance
with applicable law, the terms of the Pooling and Servicing Agreement and the
terms of the respective mortgage loans, any Serviced

                                     S-170


Companion Mortgage Loan and any B Note and any related intercreditor or
co-lender agreement and, to the extent consistent with the foregoing, further as
follows:

o    with the same care, skill and diligence as is normal and usual in its
     general mortgage servicing and REO Property management activities on behalf
     of third parties or on behalf of itself, whichever is higher, with respect
     to mortgage loans and REO properties that are comparable to those for which
     it is responsible under the Pooling and Servicing Agreement;

o    with a view to the timely collection of all scheduled payments of principal
     and interest under the mortgage loans, any Serviced Companion Mortgage Loan
     and any B Note or, if a mortgage loan, any Serviced Companion Mortgage Loan
     or B Note comes into and continues in default and if, in the good faith and
     reasonable judgment of the special servicer, no satisfactory arrangements
     can be made for the collection of the delinquent payments, the maximization
     of the recovery of principal and interest on such mortgage loan to the
     Certificateholders (as a collective whole) (or in the case of any A/B
     Mortgage Loan and its related B Note or a Loan Pair, the maximization of
     recovery thereon of principal and interest to the Certificateholders and
     the holder of the related B Note or the Serviced Companion Mortgage Loan,
     as applicable, all taken as a collective whole) on a net present value
     basis (the relevant discounting of anticipated collections that will be
     distributable to Certificateholders to be performed at the rate determined
     by the special servicer but in any event not less than (i) the related Net
     Mortgage Rate, in the case of the mortgage loans (other than any A Note or
     Serviced Pari Passu Mortgage Loan), or (ii) the weighted average of the
     mortgage rates on the related A Note and B Note, in the case of any A/B
     Mortgage Loan, and on the Serviced Pari Passu Mortgage Loan and the related
     Serviced Companion Mortgage Loan, in the case of a Loan Pair); and without
     regard to:

         i.    any other relationship that the master servicer or the special
               servicer, as the case may be, or any of their affiliates may have
               with the related borrower;

         ii.   the ownership of any certificate or any interest in any Serviced
               Companion Mortgage Loan, any Non-Serviced Companion Mortgage
               Loan, any B Note or any mezzanine loan related to a mortgage loan
               by the master servicer or the special servicer, as the case may
               be, or any of their affiliates;

         iii.  the master servicer's obligation to make Advances;

         iv.   the right of the master servicer (or any of their affiliates) or
               the special servicer, as the case may be, to receive
               reimbursement of costs, or the sufficiency of any compensation
               payable to it, under the Pooling and Servicing Agreement or with
               respect to any particular transaction; and

         v.    any obligation of the master servicer (or any of its affiliates)
               to repurchase any mortgage loan from the trust.

         "Servicing Transfer Event" means an instance where an event has
occurred that has caused a mortgage loan (other than a Non-Serviced Mortgage
Loan), a Serviced Companion Mortgage Loan or a B Note to become a Specially
Serviced Mortgage Loan. If a Servicing Transfer Event occurs with respect to any
A Note, it will be deemed to have occurred also with respect to the related B
Note; provided, however, that if a Servicing Transfer Event would otherwise have
occurred with respect to an A Note, but has not so occurred solely because the
holder of the related B Note has exercised its cure rights under the related
intercreditor agreement, a Servicing Transfer Event will not occur with respect
to the related A/B Mortgage Loan. If a Servicing Transfer Event occurs with
respect to any B Note, it will be deemed to have occurred also with respect to
the related A Note. If a Servicing Transfer Event occurs with respect to a
Serviced Pari Passu Mortgage Loan, it will be deemed to have occurred also with
respect to the related Serviced Companion Mortgage Loan. If a Servicing Transfer
Event occurs with respect to a Serviced Companion Mortgage Loan, it will be
deemed to have occurred also with respect to the related Serviced Pari Passu
Mortgage Loan. Under any applicable Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, if a Servicing Transfer Event occurs with respect to a
Non-Serviced Companion Mortgage Loan, it will be deemed to have occurred also
with respect to the related Non-Serviced Mortgage Loan.

                                     S-171


         "Specially Serviced Mortgage Loan" means the following:

o    any mortgage loan (other than an A/B Mortgage Loan), Serviced Companion
     Mortgage Loan or B Note as to which a Balloon Payment is past due, and the
     master servicer has determined that payment is unlikely to be made on or
     before the 60th day succeeding the date the Balloon Payment was due, or any
     other payment is more than 60 days past due or has not been made on or
     before the second Due Date following the date such payment was due;

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which,
     to the master servicer's knowledge, the borrower has consented to the
     appointment of a receiver or conservator in any insolvency or similar
     proceeding of or relating to such borrower or to all or substantially all
     of its property, or the borrower has become the subject of a decree or
     order issued under a bankruptcy, insolvency or similar law and such decree
     or order shall have remained undischarged or unstayed for a period of 30
     days;

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
     the master servicer shall have received notice of the foreclosure or
     proposed foreclosure of any other lien on the mortgaged property;

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
     the master servicer has knowledge of a default (other than a failure by the
     related borrower to pay principal or interest) which, in the judgment of
     the master servicer, materially and adversely affects the interests of the
     Certificateholders or the holder of the related B Note or Serviced
     Companion Mortgage Loan and which has occurred and remains unremedied for
     the applicable grace period specified in such mortgage loan (or, if no
     grace period is specified, 60 days);

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which
     the borrower admits in writing its inability to pay its debts generally as
     they become due, files a petition to take advantage of any applicable
     insolvency or reorganization statute, makes an assignment for the benefit
     of its creditors or voluntarily suspends payment of its obligations; or

o    any mortgage loan, Serviced Companion Mortgage Loan or B Note as to which,
     in the judgment of the master servicer, (a) (other than with respect to any
     A/B Mortgage Loan), a payment default is imminent or is likely to occur
     within 60 days, or (b) any other default is imminent or is likely to occur
     within 60 days and such default, in the judgment of the master servicer is
     reasonably likely to materially and adversely affect the interests of the
     Certificateholders or the holder of the related B Note or Serviced
     Companion Mortgage Loan (as the case may be).

         "Special Servicer Compensation" means such fees payable to the special
servicer, collectively, including the Special Servicing Fee, the Workout Fee and
the Liquidation Fee.

         "Special Servicer Event of Default" means, with respect to the special
servicer under the Pooling and Servicing Agreement, any one of the following
events:

o    any failure by the special servicer to remit to the paying agent or the
     master servicer within one business day of the date when due any amount
     required to be so remitted under the terms of the Pooling and Servicing
     Agreement;

o    any failure by the special servicer to deposit into any account any amount
     required to be so deposited or remitted under the terms of the Pooling and
     Servicing Agreement which failure continues unremedied for one business day
     following the date on which such deposit or remittance was first required
     to be made;

o    any failure on the part of the special servicer duly to observe or perform
     in any material respect any other of the covenants or agreements on the
     part of the special servicer contained in the Pooling and Servicing
     Agreement which continues unremedied for a period of 30 days after the date
     on which written notice of such failure, requiring the same to be remedied,
     shall have been given to the special servicer by the Depositor or the
     trustee;

                                     S-172


     provided, however, that to the extent that the special servicer certifies
     to the trustee and the Depositor that the special servicer is in good faith
     attempting to remedy such failure and the Certificateholders shall not be
     materially and adversely affected thereby, such cure period will be
     extended to the extent necessary to permit the special servicer to cure
     such failure, provided that such cure period may not exceed 90 days;

o    any breach by the special servicer of the representations and warranties
     contained in the Pooling and Servicing Agreement that materially and
     adversely affects the interests of the holders of any class of certificates
     and that continues unremedied for a period of 30 days after the date on
     which notice of such breach, requiring the same to be remedied, shall have
     been given to the special servicer by the Depositor or the trustee,
     provided, however, that to the extent that the special servicer is in good
     faith attempting to remedy such breach and the Certificateholders shall not
     be materially and adversely affected thereby, such cure period may be
     extended to the extent necessary to permit the special servicer to cure
     such failure, provided that such cure period may not exceed 90 days;

o    a decree or order of a court or agency or supervisory authority having
     jurisdiction in the premises in an involuntary case under any present or
     future federal or state bankruptcy, insolvency or similar law for the
     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings, or for the winding-up or
     liquidation of its affairs, shall have been entered against the special
     servicer and such decree or order shall have remained in force undischarged
     or unstayed for a period of 60 days;

o    the special servicer shall consent to the appointment of a conservator,
     receiver, liquidator, trustee or similar official in any bankruptcy,
     insolvency, readjustment of debt, marshalling of assets and liabilities or
     similar proceedings of or relating to the special servicer or of or
     relating to all or substantially all of its property;

o    the special servicer shall admit in writing its inability to pay its debts
     generally as they become due, file a petition to take advantage of any
     applicable bankruptcy, insolvency or reorganization statute, make an
     assignment for the benefit of its creditors, voluntarily suspend payment of
     its obligations, or take any corporate action in furtherance of the
     foregoing;

o    the special servicer is removed from S&P's Select Servicer List as a U.S.
     Commercial Mortgage Special Servicer and is not reinstated within 60 days
     and the ratings then assigned by S&P to any class or classes of
     certificates are downgraded, qualified or withdrawn, including, without
     limitation, being placed on "negative credit watch" in connection with such
     removal;

o    the trustee shall have received notice from Fitch that the continuation of
     the special servicer in such capacity would result in the downgrade,
     qualification or withdrawal of any rating then assigned by Fitch to any
     class of certificates; or

o    the special servicer has been downgraded to a servicer rating level below
     CSS3, or its then equivalent, by Fitch.

         "Special Servicing Fee" means an amount equal to, in any month, the
portion of a rate equal to 0.25% per annum applicable to such month, determined
in the same manner as the applicable mortgage rate is determined for each
Specially Serviced Mortgage Loan for such month, of the outstanding Scheduled
Principal Balance of each Specially Serviced Mortgage Loan.

         "Structuring Assumptions" means the following assumptions:

o    the mortgage rate as of the Closing Date on each mortgage loan remains in
     effect until maturity or its Anticipated Repayment Date;

o    the initial Certificate Balances and initial Pass-Through Rates of the
     certificates are as presented herein;

o    the closing date for the sale of the certificates is July 28, 2005;

                                     S-173


o    distributions on the certificates are made on the 12th day of each month,
     commencing in August 2005;

o    there are no delinquencies, defaults or Realized Losses with respect to the
     mortgage loans;

o    Scheduled Payments on the mortgage loans are timely received on the first
     day of each month;

o    the trust does not experience any Expense Losses;

o    no Principal Prepayment on any mortgage loan is made during its Lock-out
     Period, if any, or during any period when Principal Prepayments on such
     mortgage loans are required to be accompanied by a Yield Maintenance
     Charge, Prepayment Premium or a defeasance requirement, and otherwise
     Principal Prepayments are made on the mortgage loans at the indicated
     levels of CPR, notwithstanding any limitations in the mortgage loans on
     partial prepayments;

o    no Prepayment Interest Shortfalls occur;

o    no mortgage loan exercises its partial release option;

o    no amounts that would otherwise be payable to Certificateholders as
     principal are paid to the master servicer, the special servicer, the
     trustee or the fiscal agent as reimbursements of any nonrecoverable
     advances, unreimbursed advances outstanding as of the date of modification
     of any mortgage loan and any related interest on such advances;

o    no mortgage loan is the subject of a repurchase or substitution by any
     party and no optional termination of the trust occurs;

o    each ARD Loan pays in full on its Anticipated Repayment Date;

o    the mortgage loan that has its first payment in September 2005 pays
     interest only during the first Interest Accrual Period relating to the
     Distribution Date in August 2005 and was assumed to have one additional
     month requiring a yield maintenance charge; and

o    any mortgage loan with the ability to choose defeasance or yield
     maintenance chooses yield maintenance.

         "Subordinate Certificates" means the Class A-J, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class
N, Class O and Class P Certificates.

         "Treasury Rate" unless a different term methodology or source is
otherwise specified in the related mortgage loan document, is the yield
calculated by the linear interpolation of the yields, as reported in Federal
Reserve Statistical Release H.15-Selected Interest Rates under the heading "U.S.
government securities/Treasury constant maturities" for the week ending prior to
the date of the relevant principal prepayment, of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly
approximating the maturity date (or Anticipated Repayment Date, if applicable)
of the mortgage loan prepaid. If Release H.15 is no longer published, the master
servicer will select a comparable publication to determine the Treasury Rate.

         "Trustee Fee" means a monthly fee as set forth in the Pooling and
Servicing Agreement to be paid from the Distribution Account to the trustee and
the paying agent as compensation for the performance of their duties.

         "UCF" - See "Underwritable Cash Flow."

         "Underwritable Cash Flow" or "UCF" means an estimate of stabilized cash
flow available for debt service. In general, it is the estimated stabilized
revenue derived from the use and operation of a mortgaged property, consisting
primarily of rental income, less the sum of (a) estimated stabilized operating
expenses (such as utilities, administrative expenses, repairs and maintenance,
management fees and advertising), (b) fixed expenses, such as

                                     S-174


insurance, real estate taxes and, if applicable, ground lease payments, and (c)
reserves for capital expenditures, including tenant improvement costs and
leasing commissions. Underwritable Cash Flow generally does not reflect interest
expenses and non-cash items such as depreciation and amortization.

         "Underwriters" means Morgan Stanley & Co. Incorporated and Bear,
Stearns & Co. Inc.


         "Underwriting Agreement" means that agreement, dated July 19, 2005,
entered into by the Depositor and the Underwriters.

         "Unpaid Interest" means, on any distribution date with respect to any
class of interests or certificates (other than the Residual Certificates), the
portion of Distributable Certificate Interest Amount for such class remaining
unpaid as of the close of business on the preceding Distribution Date.

         "WAC" - See "Weighted Average Net Mortgage Rate."


         "Weighted Average Net Mortgage Rate" or "WAC" means, for any
Distribution Date, the weighted average of the Net Mortgage Rates for the
mortgage loans (in the case of each mortgage loan that is a Non-30/360 Loan,
adjusted as described under the definition of Net Mortgage Rate), weighted on
the basis of their respective Scheduled Principal Balances as of the close of
business on the preceding Distribution Date.

         "Wells Fargo" means Wells Fargo Bank, National Association.


         "Workout Fee" means that fee, payable with respect to any Rehabilitated
Mortgage Loan, Serviced Companion Mortgage Loan or B Note, equal to 1.00% of the
amount of each collection of interest (other than default interest and any
Excess Interest) and principal received (including any Condemnation Proceeds
received and applied as a collection of such interest and principal) on such
mortgage loan, Serviced Companion Mortgage Loan or B Note for so long as it
remains a Rehabilitated Mortgage Loan.

         "Yield Maintenance Charge" means, with respect to any Distribution
Date, the aggregate of all yield maintenance charges, if any, received during
the related Collection Period in connection with Principal Prepayments. The
method of calculation of any Prepayment Premium or Yield Maintenance Charge will
vary for any mortgage loan as presented in "Appendix II - Certain
Characteristics of the Mortgage Loans."


                                     S-175




















                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                   APPENDIX I
                            MORTGAGE POOL INFORMATION

MORTGAGE LOAN SELLERS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                    PERCENT BY            WEIGHTED             WEIGHTED
                                                       AGGREGATE    AGGREGATE   WEIGHTED  AVERAGE               AVERAGE    WEIGHTED
                                          NUMBER OF    CUT-OFF       CUT-OFF    AVERAGE   REMAINING  WEIGHTED   CUT-OFF    AVERAGE
                                          MORTGAGE       DATE         DATE      MORTGAGE    TERM     AVERAGE      DATE     BALLOON
LOAN SELLER                                LOANS       BALANCE ($)  BALANCE (%)  RATE (%)   (MOS.)   DSCR (X)    LTV (%)   LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

Bear Stearns Commercial Mortgage, Inc.         44     400,839,733       32.6      5.282      114       2.02       63.3     57.1
Wells Fargo Bank, N.A.                         48     310,875,894       25.3      5.589      133       1.75       63.0     45.5
Morgan Stanley Mortgage Capital Inc            26     277,422,831       22.6      5.340      124       1.78       58.6     50.9
Principal Commercial Funding, LLC              38     239,300,290       19.5      5.386      109       1.76       65.4     56.7
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                        156  $1,228,438,747      100.0%     5.393%     120       1.85x      62.6%    52.7%
====================================================================================================================================
</TABLE>





CUT-OFF DATE BALANCES

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                    PERCENT BY            WEIGHTED             WEIGHTED
                                                       AGGREGATE    AGGREGATE   WEIGHTED  AVERAGE               AVERAGE    WEIGHTED
                                          NUMBER OF    CUT-OFF       CUT-OFF    AVERAGE   REMAINING  WEIGHTED   CUT-OFF    AVERAGE
                                          MORTGAGE       DATE         DATE      MORTGAGE    TERM     AVERAGE      DATE     BALLOON
CUT-OFF DATE BALANCE ($)                   LOANS       BALANCE ($)  BALANCE (%)  RATE (%)   (MOS.)   DSCR (X)    LTV (%)   LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

1 - 1,000,000                                   1         849,186        0.1      6.200      119       1.20       73.8     63.2
1,000,001 - 2,000,000                          26      40,301,642        3.3      5.638      124       1.74       55.4     41.4
2,000,001 - 3,000,000                          23      60,219,564        4.9      5.564      124       1.80       58.9     43.5
3,000,001 - 4,000,000                          21      73,828,840        6.0      5.545      109       1.83       61.9     51.0
4,000,001 - 5,000,000                          10      45,597,055        3.7      5.735      117       1.53       65.6     55.5
5,000,001 - 6,000,000                          12      66,352,044        5.4      5.568      114       1.66       65.1     53.5
6,000,001 - 7,000,000                           9      59,748,373        4.9      5.436      112       1.83       61.8     51.6
7,000,001 - 8,000,000                           4      31,500,000        2.6      5.348      120       1.95       59.3     50.5
8,000,001 - 9,000,000                           3      25,839,916        2.1      5.191      138       2.00       58.8     52.5
9,000,001 - 10,000,000                          5      48,120,878        3.9      5.442      130       1.59       67.6     56.1
10,000,001 - 15,000,000                        22     264,663,935       21.5      5.479      121       2.05       58.5     49.3
15,000,001 - 20,000,000                        10     181,202,639       14.8      5.320      137       1.75       68.9     48.4
20,000,001 - 30,000,000                         7     176,714,674       14.4      5.058      107       1.83       66.2     61.2
30,000,001 <=                                   3     153,500,000       12.5      5.341      118       1.90       59.7     59.7
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                        156  $1,228,438,747      100.0%     5.393%     120       1.85x      62.6%    52.7%
====================================================================================================================================
</TABLE>

Minimum: $849,186
Maximum: $85,000,000
Weighted Average: $7,874,607

                                      I-1



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION

STATES

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                    PERCENT BY            WEIGHTED             WEIGHTED
                                                       AGGREGATE    AGGREGATE   WEIGHTED   AVERAGE              AVERAGE    WEIGHTED
                                          NUMBER OF    CUT-OFF       CUT-OFF    AVERAGE   REMAINING  WEIGHTED   CUT-OFF    AVERAGE
                                          MORTGAGED      DATE         DATE      MORTGAGE    TERM     AVERAGE      DATE     BALLOON
STATE                                    PROPERTIES    BALANCE ($)  BALANCE (%)  RATE (%)   (MOS.)   DSCR (X)    LTV (%)   LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

California - Southern                          15     115,223,518        9.4      5.498      125       1.79       61.0      49.3
California - Northern                          14      58,816,864        4.8      5.483      118       1.66       61.3      52.3
Georgia                                         5     120,990,291        9.8      5.507      118       1.68       66.3      63.7
New York                                       12     104,119,625        8.5      5.284      135       2.28       48.9      39.7
Texas                                          17     102,713,244        8.4      5.399      128       1.70       65.8      56.0
Illinois                                        9      88,179,919        7.2      5.206       75       2.41       56.2      53.4
Connecticut                                     5      85,315,000        6.9      5.051      118       2.01       69.7      69.1
Florida                                        17      80,530,769        6.6      5.584      128       1.68       72.7      58.4
New Jersey                                      9      68,427,220        5.6      5.335      146       1.67       63.2      49.5
Washington                                      5      42,222,662        3.4      5.182      120       1.98       52.0      49.8
Maryland                                        4      39,535,101        3.2      5.247       94       1.40       70.4      56.7
Virginia                                        5      35,374,584        2.9      5.184       93       1.98       61.5      54.5
Arizona                                        27      35,146,990        2.9      5.549      122       1.66       60.1      45.7
Minnesota                                       3      26,628,174        2.2      5.394      118       1.98       69.7      56.2
Indiana                                         2      26,057,801        2.1      5.031       82       1.93       62.3      61.6
Nevada                                          4      24,697,836        2.0      5.534      119       1.64       63.3      51.3
Louisiana                                      58      23,338,054        1.9      5.758      110       1.99       57.8      48.4
Alaska                                          2      23,036,880        1.9      5.315      164       1.38       69.2      13.6
Hawaii                                          1      19,000,000        1.5      5.449      118       1.53       73.1      73.1
Colorado                                        5      13,868,346        1.1      5.868      158       1.44       65.0      41.1
District of Columbia                            1      13,285,982        1.1      5.700      119       2.43       41.5      35.0
New Hampshire                                   3      11,492,155        0.9      5.122      119       1.65       59.3      51.6
Ohio                                            3       7,935,720        0.6      5.763      119       1.77       65.1      50.9
Kentucky                                        1       7,500,000        0.6      5.350      120       1.82       65.2      49.6
Wisconsin                                       2       7,126,903        0.6      5.711      119       1.55       75.3      63.3
Michigan                                        2       6,994,253        0.6      5.636      118       1.87       66.3      56.6
Maine                                           3       6,295,774        0.5      6.260      239       1.36       74.9       2.5
Rhode Island                                    1       5,546,277        0.5      6.260      239       1.36       74.9       2.5
North Carolina                                  2       5,427,264        0.4      5.423      116       2.02       48.1      40.3
Alabama                                        25       5,352,229        0.4      6.142      117       2.22       45.4      35.4
Idaho                                           1       5,200,000        0.4      5.445      120       1.40       78.8      60.1
Pennsylvania                                    2       3,832,747        0.3      5.080      116       2.16       49.3      41.0
Missouri                                        1       3,217,500        0.3      4.820       59       2.73       53.9      53.9
West Virginia                                   1       2,673,665        0.2      5.592      115       1.68       60.8      43.1
Iowa                                            1       1,918,078        0.2      5.970      119       1.37       61.4      52.2
Mississippi                                     9       1,417,324        0.1      6.284      116       2.52       36.4      28.7
--------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                        277  $1,228,438,747      100.0%     5.393%     120       1.85x      62.6%     52.7%
================================================================================================================================
</TABLE>


                                      I-2


                                   APPENDIX I
                            MORTGAGE POOL INFORMATION


PROPERTY TYPES

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                                 PERCENT BY    WEIGHTED    WEIGHTED              AVERAGE    WEIGHTED
                                   NUMBER OF       AGGREGATE      AGGREGATE     AVERAGE     AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
                                   MORTGAGED    CUT-OFF DATE   CUT-OFF DATE    MORTGAGE   REMAINING    AVERAGE      DATE     BALLOON
PROPERTY TYPE                      PROPERTIES     BALANCE ($)    BALANCE (%)    RATE (%) TERM (MOS.)   DSCR (x)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

Retail
    Anchored                           22         281,855,093          22.9       5.159         116       1.98      62.6       55.1
    Free Standing                     125          78,125,075           6.4       5.645         109       2.03      54.3       44.9
    Unanchored                         17          59,697,983           4.9       5.549         107       1.84      61.2       51.9
    Shadow Anchored                    16          44,730,942           3.6       5.604         138       1.56      63.4       47.7
    Specialty                           1          19,000,000           1.5       5.449         118       1.53      73.1       73.1
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                     181        $483,409,094          39.4%      5.339%        116       1.91x     61.6%      53.1%
                                   -------------------------------------------------------------------------------------------------
Office
    Urban                               4         137,650,000          11.2       5.369         118       1.81      60.6       59.9
    Suburban                           15          88,246,249           7.2       5.618         135       1.47      68.3       44.3
    Medical                             1           6,979,352           0.6       5.810         117       1.71      53.3       45.1
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                      20        $232,875,601          19.0%      5.477%        125       1.67x     63.3%      53.5%
                                   -------------------------------------------------------------------------------------------------
Multifamily
    Garden                             19         120,754,886           9.8       5.221         126       1.89      59.8       51.3
    Mid-Rise                            2          10,337,136           0.8       5.695         119       1.59      65.3       53.1
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                      21        $131,092,022          10.7%      5.258%        126       1.87x     60.3%      51.4%
                                   -------------------------------------------------------------------------------------------------
Hospitality
    Full Service                        2          46,530,000           3.8       5.339         118       2.17      67.5       55.3
    Limited Service                     6          46,316,281           3.8       5.803         119       1.96      60.9       48.0
    Boutique                            1          15,000,000           1.2       5.240         118       3.36      37.5       34.8
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                       9        $107,846,281           8.8%      5.524%        118       2.24x     60.5%      49.3%
                                   -------------------------------------------------------------------------------------------------
Self Storage
    Self Storage                       20          88,466,904           7.2       5.400         119       1.90      64.2       57.6
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                      20         $88,466,904           7.2%      5.400%        119       1.90x     64.2%      57.6%
                                   -------------------------------------------------------------------------------------------------
Industrial
    Warehouse                           6          34,684,614           2.8       5.531         120       1.61      72.7       61.9
    Flex                                4          27,397,951           2.2       5.422         118       1.51      70.3       59.9
    Light                               6          21,461,614           1.7       5.834         152       1.39      65.1       34.1
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                      16         $83,544,179           6.8%      5.573%        128       1.52x     69.9%      54.1%
                                   -------------------------------------------------------------------------------------------------
Mixed Use
    Retail/Office                       2          38,700,000           3.2       5.251         115       2.19      53.8       51.3
    Retail/Office/Industrial            1          14,650,000           1.2       5.560         120       1.76      56.3       47.3
    Retail/Office/Multifamily           1           9,979,395           0.8       5.455         118       1.49      72.8       61.0
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                       4         $63,329,395           5.2%      5.355%        117       1.98x     57.3%      51.9%
                                   -------------------------------------------------------------------------------------------------
Other
    Leased Fee                          1          22,359,674           1.8       4.798          75       1.07      72.8       59.7
    Marina                              3          11,392,353           0.9       6.260         239       1.36      74.9        2.5
    Land                                1             123,246           0.0       6.284         116       2.52      36.4       28.7
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                       5         $33,875,272           2.8%      5.295%        130       1.17x     73.4%      40.4%
                                   -------------------------------------------------------------------------------------------------
Manufactured Housing Community
    Manufactured Housing Community      1           4,000,000           0.3       5.520         118       1.93      74.9       64.2
------------------------------------------------------------------------------------------------------------------------------------
        SUBTOTAL:                       1          $4,000,000           0.3%      5.520%        118       1.93x     74.9%      64.2%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                                277      $1,228,438,747         100.0%      5.393%        120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

                                       I-3


                                   APPENDIX I
                            MORTGAGE POOL INFORMATION


MORTGAGE RATES

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
                                   MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
MORTGAGE RATE (%)                   LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (x)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

4.501 - 5.000                          8        143,780,978          11.7       4.871           104       1.76      66.6       60.3
5.001 - 5.500                         70        707,344,440          57.6       5.286           116       1.97      60.9       53.3
5.501 - 6.000                         70        316,556,442          25.8       5.718           128       1.62      64.8       52.1
6.001 - 6.500                          8         60,756,888           4.9       6.188           168       1.79      60.4       30.9
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 4.750%
Maximum: 6.360%
Weighted Average: 5.393%

ORIGINAL TERMS TO STATED MATURITY

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
ORIGINAL TERM TO                   MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
STATED MATURITY (MOS.)              LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (x)   LTV (%)    LTV (%)
-----------------------------------------------------------------------------------------------------------------------------------

1 - 60                               11         87,476,427           7.1       5.044            58       2.67      50.8       50.8
61 - 120                            129      1,000,936,907          81.5       5.389           116       1.80      63.4       55.8
121 - 180                            11        114,280,373           9.3       5.516           179       1.70      63.5       37.9
181 - 240                             5         25,745,039           2.1       6.173           239       1.52      64.8        2.1
-----------------------------------------------------------------------------------------------------------------------------------
TOTAL:                              156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
===================================================================================================================================
</TABLE>

Minimum: 60 mos.
Maximum: 240 mos.
Weighted Average: 122 mos.

                                       I-4


                                   APPENDIX I
                            MORTGAGE POOL INFORMATION


REMAINING TERMS TO STATED MATURITY

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
REMAINING TERM TO                  MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
STATED MATURITY (MOS.)              LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (X)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

1 - 60                                14         95,508,927           7.8       5.050            58       2.66      51.2       51.1
61 - 120                             126        992,904,407          80.8       5.392           116       1.79      63.5       55.9
121 - 180                             11        114,280,373           9.3       5.516           179       1.70      63.5       37.9
181 - 240                              5         25,745,039           2.1       6.173           239       1.52      64.8        2.1
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 56 mos.
Maximum: 240 mos.
Weighted Average: 120 mos.

ORIGINAL AMORTIZATION TERMS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
ORIGINAL AMORTIZATION              MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
 TERM (MOS.)                        LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (X)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

BALLOON LOANS
   Interest Only                      23        372,080,500          30.3       5.185           100       2.10      60.6       60.6
   121 - 180                           2         13,769,183           1.1       5.170           117       1.61      42.0       18.5
   181 - 240                           6         15,024,629           1.2       5.679           124       1.50      56.6       34.0
   241 - 300                          29        207,658,469          16.9       5.493           113       1.75      63.5       49.7
   301 - 360                          87        561,481,324          45.7       5.462           127       1.77      64.3       55.2
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                            147     $1,170,014,104          95.2%      5.379%          116       1.87x     62.6%      55.2%

FULLY AMORTIZING LOANS
   61 - 120                            1          1,382,473           0.1       5.350           118       1.33      23.3        0.4
   121 - 180                           3         31,297,131           2.5       5.275           180       1.39      60.3        1.2
   181 - 240                           5         25,745,039           2.1       6.173           239       1.52      64.8        2.1
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                              9        $58,424,643           4.8%      5.672%          204       1.45x     61.4%       1.5%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 180 mos.
Maximum: 360 mos.
Weighted Average:  327 mos.
                                       I-5



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION



REMAINING AMORTIZATION TERMS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
REMAINING AMORTIZATION             MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
TERM (MOS.)                         LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (X)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

BALLOON
   Interest Only                      23        372,080,500          30.3       5.185           100       2.10      60.6       60.6
   121 - 180                           2         13,769,183           1.1       5.170           117       1.61      42.0       18.5
   181 - 240                           6         15,024,629           1.2       5.679           124       1.50      56.6       34.0
   241 - 300                          29        207,658,469          16.9       5.493           113       1.75      63.5       49.7
   301 - 360                          87        561,481,324          45.7       5.462           127       1.77      64.3       55.2
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                            147     $1,170,014,104          95.2%      5.379%          116       1.87x     62.6%      55.2%

FULLY AMORTIZING LOANS
   61 - 120                            1          1,382,473           0.1       5.350           118       1.33      23.3        0.4
   121 - 180                           3         31,297,131           2.5       5.275           180       1.39      60.3        1.2
   181 - 240                           5         25,745,039           2.1       6.173           239       1.52      64.8        2.1
------------------------------------------------------------------------------------------------------------------------------------
SUBTOTAL:                              9        $58,424,643           4.8%      5.672%          204       1.45x     61.4%       1.5%
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 118 mos.
Maximum: 360 mos.
Weighted Average:  326 mos.



DEBT SERVICE COVERAGE RATIOS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
DEBT SERVICE                       MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
COVERAGE RATIO (X)                  LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (X)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

<= 1.20                                5         44,688,978           3.6       5.123           126       1.11      71.6       32.1
1.21 - 1.30                            8         32,087,277           2.6       5.744           118       1.27      67.6       53.4
1.31 - 1.40                           19         94,166,337           7.7       5.745           141       1.36      70.7       47.0
1.41 - 1.50                           19         97,191,375           7.9       5.413           127       1.47      65.2       50.9
1.51 - 1.60                           16        152,966,323          12.5       5.391           138       1.55      69.7       58.5
1.61 - 1.70                           13         76,828,764           6.3       5.604           119       1.66      67.0       55.1
1.71 - 1.80                           16        199,040,599          16.2       5.487           121       1.73      65.3       57.5
1.81 <=                               60        531,469,093          43.3       5.263           110       2.26      55.9       51.9
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 1.07x
Maximum: 3.36x
Weighted Average: 1.85x

                                       I-6


                                   APPENDIX I
                            MORTGAGE POOL INFORMATION


LOAN-TO-VALUE RATIOS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
                                   MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
LOAN-TO-VALUE RATIO (%)             LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (X)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

20.1 - 30.0                            2          2,682,473           0.2       5.621           177       1.92      25.4        0.6
30.1 - 40.0                           11         72,703,873           5.9       5.507           129       2.51      37.7       28.9
40.1 - 50.0                           19        139,994,318          11.4       5.290           108       2.40      46.3       38.7
50.1 - 60.0                           32        205,474,002          16.7       5.291           112       1.99      54.7       47.7
60.1 - 70.0                           51        435,433,941          35.4       5.438           119       1.71      65.4       57.0
70.1 - 80.0                           41        372,150,141          30.3       5.412           129       1.58      74.8       60.6
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 23.3%
Maximum: 80.0%
Weighted Average: 62.6%

BALLOON LOAN-TO-VALUE RATIOS

<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                                WEIGHTED
                                                               PERCENT BY    WEIGHTED      WEIGHTED              AVERAGE    WEIGHTED
                                  NUMBER OF       AGGREGATE     AGGREGATE     AVERAGE       AVERAGE   WEIGHTED   CUT-OFF     AVERAGE
                                   MORTGAGE    CUT-OFF DATE  CUT-OFF DATE    MORTGAGE     REMAINING    AVERAGE      DATE     BALLOON
BALLOON LOAN-TO-VALUE RATIO (%)     LOANS        BALANCE ($)   BALANCE (%)    RATE (%)   TERM (MOS.)   DSCR (X)   LTV (%)    LTV (%)
------------------------------------------------------------------------------------------------------------------------------------

0.0 - 10.0                             9         58,424,643           4.8       5.672           204       1.45      61.4        1.5
10.1 - 20.0                            2         12,320,405           1.0       5.131           125       1.54      42.2       16.6
20.1 - 30.0                            5         29,073,743           2.4       5.862           118       2.32      37.4       27.5
30.1 - 40.0                           12         81,107,382           6.6       5.347           125       2.31      44.6       35.3
40.1 - 50.0                           37        228,913,342          18.6       5.382           114       2.07      54.6       46.4
50.1 - 60.0                           56        383,015,262          31.2       5.399           112       1.79      63.7       55.0
60.1 - 70.0                           28        327,953,970          26.7       5.400           118       1.71      70.2       64.7
70.1 - 80.0                            7        107,630,000           8.8       5.159           119       1.78      75.3       72.8
------------------------------------------------------------------------------------------------------------------------------------
TOTAL:                               156     $1,228,438,747         100.0%      5.393%          120       1.85x     62.6%      52.7%
====================================================================================================================================
</TABLE>

Minimum: 0.3%
Maximum: 75.0%
Weighted Average: 52.7%


                                       I-7



                                   APPENDIX I
                            MORTGAGE POOL INFORMATION


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%)(1)(2)(3)

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions                   JUL-05             JUL-06                JUL-07               JUL-08              JUL-09
-----------------------------------------------------------------------------------------------------------------------------------

Locked Out                                95.56%             93.17%                81.18%               68.90%              67.13%
Greater of YM and 2.00%                    2.77%              2.79%                 0.00%                0.00%               0.00%
Greater of YM and 1.00%                    1.68%              4.04%                18.82%               31.10%              32.87%
Open                                       0.00%              0.00%                 0.00%                0.00%               0.00%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%            100.00%               100.00%              100.00%             100.00%
-----------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding          $1,228,438,747     $1,218,397,583        $1,207,198,426       $1,193,915,872      $1,179,485,134
% Initial Pool Balance                   100.00%             99.18%                98.27%               97.19%              96.01%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions                   JUL-10             JUL-11                JUL-12               JUL-13              JUL-14
-----------------------------------------------------------------------------------------------------------------------------------

Locked Out                                71.91%             70.00%                72.90%               72.75%              71.43%
Greater of YM and 2.00%                    0.00%              0.00%                 0.00%                0.00%               0.00%
Greater of YM and 1.00%                   28.09%             28.24%                27.10%               27.25%              27.41%
Open                                       0.00%              1.76%                 0.00%                0.00%               1.16%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%            100.00%               100.00%              100.00%             100.00%
-----------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding          $1,068,371,868     $1,050,380,243          $986,947,130         $967,725,588        $947,405,422
% Initial Pool Balance                    86.97%             85.51%                80.34%               78.78%              77.12%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions                   JUL-15             JUL-16                JUL-17               JUL-18              JUL-19
-----------------------------------------------------------------------------------------------------------------------------------

Locked Out                                58.64%             77.16%                76.71%               76.18%              75.54%
Greater of YM and 2.00%                    0.00%              0.00%                 0.00%                0.00%               0.00%
Greater of YM and 1.00%                   16.98%             22.84%                23.29%               23.82%              24.46%
Open                                      24.39%              0.00%                 0.00%                0.00%               0.00%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                   100.00%            100.00%               100.00%              100.00%             100.00%
-----------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding            $139,426,765       $100,311,118           $94,881,738          $89,136,434         $83,056,722
% Initial Pool Balance                    11.35%              8.17%                 7.72%                7.26%               6.76%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Notes:
(1) The analysis is based on the Structuring Assumptions and a 0% CPR as
    discussed in the Prospectus Supplement.
(2) See Appendix II of the Prospectus Supplement for a description of the Yield
    Maintenance.
(3) DEF/YM1 and DEF/YM loans have been modeled as Yield Maintenance.


                                       I-8


                      [THIS PAGE INTENTIONALLY LEFT BLANK]



                      [THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX II
CERTAIN CHARACTERISTICS OF THE MORTGAGE LOANS

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE      CMSA         CMSA        MORTGAGE
LOAN NO.    LOAN NO.   PROPERTY NO.    LOAN SELLER(1)   PROPERTY NAME(2)
-----------------------------------------------------------------------------------------------------------------------------------

    1          1           1-001       MSMC             One Buckhead
               2                       WFB              Bristol Group Portfolio Roll-up
    2                      2-001       WFB              Bristol Group Portfolio - Extra Space Storage - San Ramon (I)
    3                      2-002       WFB              Bristol Group Portfolio - Extra Space Storage - Port Washington (I)
    4                      2-003       WFB              Bristol Group Portfolio - Extra Space Storage - Green Brook (I)
    5                      2-004       WFB              Bristol Group Portfolio - Extra Space Storage - Concord (I)
    6                      2-005       WFB              Bristol Group Portfolio - Extra Space Storage - Black Horse (I)
    7                      2-006       WFB              Bristol Group Portfolio - Extra Space Storage - Kings Park (I)
    8                      2-007       WFB              Bristol Group Portfolio - Extra Space Storage - Brentwood (I)
    9                      2-008       WFB              Bristol Group Portfolio - Extra Space Storage - Manchester (I)
   10                      2-009       WFB              Bristol Group Portfolio - Extra Space Storage - Derry (I)
   11          3           3-001       MSMC             Adobe Building
   12          4           4-001       MSMC             Brooks Brothers Building
   13          5           5-001       BSCMI            Hilton Del Mar
   14          6           6-001       BSCMI            New London Mall
   15          7           7-001       WFB              Indian Springs Center
   16          8           8-001       PCF              Sherwood Lakes Apartments
   17          9           9-001       BSCMI            Port Covington Shopping Center
   18          10         10-001       PCF              Lewis Portfolio - Boca Storage (A)
   19          11         11-001       PCF              Lewis Portfolio - Deerfield Storage (A)
   20          12         12-001       BSCMI            Fairfield Center
   21          13         13-001       PCF              7300 Linder Avenue
   22          14         14-001       BSCMI            Wilton Shopping Center
   23          15         15-001       BSCMI            Shops at Kalakaua
   24          16         16-001       PCF              Oak Tree Village Apartments
   25          17         17-001       BSCMI            Doubletree Minneapolis
   26          18         18-001       MSMC             Parkway Center
   27          19         19-001       PCF              Sandy Springs Plaza Retail Center
               20                      WFB              Hinckley Portfolio Roll-up
   28                     20-001       WFB              Hinckley Portfolio - Stuart Facility (II)
   29                     20-002       WFB              Hinckley Portfolio - Portsmouth Facility (II)
   30                     20-003       WFB              Hinckley Portfolio - SW Harbor Shore (II)
   31                     20-004       WFB              Hinckley Portfolio - Trenton Facility (II)
   32                     20-005       WFB              Hinckley Portfolio - SW Harbor Bass Harbor (II)
   33          21         21-001       WFB              Veco Alaska Building
   34          22         22-001       PCF              Chantilly Crossing
   35          23         23-001       BSCMI            The Hotel Metro
               24                      WFB              JL Holdings Portfolio Roll-up
   36                     24-001       WFB              JL Holdings Portfolio - Stillman Blvd. - Tuscaloosa, AL (III)
   37                     24-002       WFB              JL Holdings Portfolio - Perdido Key Drive - Pensacola, FL (III)
   38                     24-003       WFB              JL Holdings Portfolio - So. McKenzie - Foley, AL (III)
   39                     24-004       WFB              JL Holdings Portfolio - 59 & Fort Morgan Rd. - Gulf Shores, AL (III)
   40                     24-005       WFB              JL Holdings Portfolio - Monroe Hwy. - Pineville, LA (III)
   41                     24-006       WFB              JL Holdings Portfolio - Siegan Lane - Baton Rouge, LA (III)
   42                     24-007       WFB              JL Holdings Portfolio - West Esplanade Ave. - Kenner, LA (III)
   43                     24-008       WFB              JL Holdings Portfolio - Church Point Highway - Rayne, LA (III)
   44                     24-009       WFB              JL Holdings Portfolio - Walker South Road - Walker, LA (III)
   45                     24-010       WFB              JL Holdings Portfolio - Center St. - New Iberia, LA (III)
   46                     24-011       WFB              JL Holdings Portfolio - Airport Blvd. - Mobile, AL (III)
   47                     24-012       WFB              JL Holdings Portfolio - Florida Blvd. - Baton Rouge, LA (III)
   48                     24-013       WFB              JL Holdings Portfolio - Highway 73 - Geismar, LA (III)
   49                     24-014       WFB              JL Holdings Portfolio - Westbank Expressway - Westwego, LA (III)
   50                     24-015       WFB              JL Holdings Portfolio - W. Park Ave. - Gray, LA (III)
   51                     24-016       WFB              JL Holdings Portfolio - Highway 90 W - Mobile, AL (III)
   52                     24-017       WFB              JL Holdings Portfolio - Moffett Rd. - Semines, AL (III)
   53                     24-018       WFB              JL Holdings Portfolio - Airport Blvd. - Mobile, AL (III)
   54                     24-019       WFB              JL Holdings Portfolio - Jones Creek Rd. - Baton Rouge, LA (III)
   55                     24-020       WFB              JL Holdings Portfolio - Harding Blvd. - Baton Rouge, LA (III)
   56                     24-021       WFB              JL Holdings Portfolio - Hwy 43 N. - Saraland, AL (III)
   57                     24-022       WFB              JL Holdings Portfolio - Skyland Blvd. - Tuscaloosa, AL (III)
   58                     24-023       WFB              JL Holdings Portfolio - Airport Blvd. - Mobile, AL (III)
   59                     24-024       WFB              JL Holdings Portfolio - Northshore Blvd. - Slidell, LA (III)
   60                     24-025       WFB              JL Holdings Portfolio - Main St. - Zachary, LA (III)
   61                     24-026       WFB              JL Holdings Portfolio - Lapalco Blvd. - Harvey, LA (III)
   62                     24-027       WFB              JL Holdings Portfolio - Hwy 90 - Paradis, LA (III)
   63                     24-028       WFB              JL Holdings Portfolio - N. Puma Dr. - Hammond, LA (III)
   64                     24-029       WFB              JL Holdings Portfolio - Sam Houston Jones Parkway - Lake Charles, LA (III)
   65                     24-030       WFB              JL Holdings Portfolio - W. Aloha Dr. - Diamondhead, MS (III)
   66                     24-031       WFB              JL Holdings Portfolio - W. Michigan Avenue - Pensacola, FL (III)
   67                     24-032       WFB              JL Holdings Portfolio - Airline - Gonzales, LA (III)
   68                     24-033       WFB              JL Holdings Portfolio - W. Tunnel Blvd. - Houma, LA (III)
   69                     24-034       WFB              JL Holdings Portfolio - U.S. Hwy. 90 - East - Bayou Vista, LA (III)
   70                     24-035       WFB              JL Holdings Portfolio - Gulf Breeze Parkway - Gulf Breeze, FL (III)
   71                     24-036       WFB              JL Holdings Portfolio - Greenwell Springs Rd. - Greenwell Springs, LA (III)
   72                     24-037       WFB              JL Holdings Portfolio - U.S. Highway 98 - Daphne, AL (III)
   73                     24-038       WFB              JL Holdings Portfolio - Parkview - New Iberia, LA (III)
   74                     24-039       WFB              JL Holdings Portfolio - Highway 61 North - Natchez, MS (III)
   75                     24-040       WFB              JL Holdings Portfolio - Greeno Road - Fairhope, AL (III)
   76                     24-041       WFB              JL Holdings Portfolio - Forsythe St. - Monroe, LA (III)
   77                     24-042       WFB              JL Holdings Portfolio - Sampson St. - Westlake, LA (III)
   78                     24-043       WFB              JL Holdings Portfolio - North Hwy. 190 East - Covington, LA (III)
   79                     24-044       WFB              JL Holdings Portfolio - Highland Rd. - Baton Rouge, LA (III)
   80                     24-045       WFB              JL Holdings Portfolio - S. Trenton St. - Ruston, LA (III)
   81                     24-046       WFB              JL Holdings Portfolio - Highway 90 - Pace, FL (III)
   82                     24-047       WFB              JL Holdings Portfolio - Cottage Hill Road - Mobile, AL (III)
   83                     24-048       WFB              JL Holdings Portfolio - Canton Mart Road - Jackson, MS (III)
   84                     24-049       WFB              JL Holdings Portfolio - E. Main St. - Ville Platte, LA (III)
   85                     24-050       WFB              JL Holdings Portfolio - St. Stephens Road - Mobile, AL (III)
   86                     24-051       WFB              JL Holdings Portfolio - McFarland Blvd. N. - Tuscaloosa, AL (III)
   87                     24-052       WFB              JL Holdings Portfolio - E. Beach Rd. - Long Beach, MS (III)
   88                     24-053       WFB              JL Holdings Portfolio - Highway 59 S. - Robertsdale, AL (III)
   89                     24-054       WFB              JL Holdings Portfolio - Highway 43 - Thomasville, AL (III)
   90                     24-055       WFB              JL Holdings Portfolio - L.A. Highway 1 South - Brusly, LA (III)
   91                     24-056       WFB              JL Holdings Portfolio - McFarland Blvd. W. - Northport, AL (III)
   92                     24-057       WFB              JL Holdings Portfolio - Main Street - Franklin, LA (III)
   93                     24-058       WFB              JL Holdings Portfolio - Lowe-Grout Rd. - Iowa, LA (III)
   94                     24-059       WFB              JL Holdings Portfolio - Broadway St. - Delhi, LA (III)
   95                     24-060       WFB              JL Holdings Portfolio - Thomas Rd. - Monroe, LA (III)
   96                     24-061       WFB              JL Holdings Portfolio - 8th Street - Meridian, MS (III)
   97                     24-062       WFB              JL Holdings Portfolio - Highway 165 South - Oakdale, LA (III)
   98                     24-063       WFB              JL Holdings Portfolio - Springhill Avenue - Mobile, AL (III)
   99                     24-064       WFB              JL Holdings Portfolio - Hwy 15 N. - Laurel, MS (III)
   100                    24-065       WFB              JL Holdings Portfolio - Airline Hwy. - Metairie, LA (III)
   101                    24-066       WFB              JL Holdings Portfolio - U.S. 165 Bypass - Monroe, LA (III)
   102                    24-067       WFB              JL Holdings Portfolio - Gause Blvd. - Slidell, LA (III)
   103                    24-068       WFB              JL Holdings Portfolio - Highway 28 - Livingston, AL (III)
   104                    24-069       WFB              JL Holdings Portfolio - West Street - Vinton, LA (III)
   105                    24-070       WFB              JL Holdings Portfolio - Ruth St. - Sulphur, LA (III)
   106                    24-071       WFB              JL Holdings Portfolio - Carter St. - Vidalia, LA (III)
   107                    24-072       WFB              JL Holdings Portfolio - N. Frontage Road - Meridian, MS (III)
   108                    24-073       WFB              JL Holdings Portfolio - E. 4th St. - DeQuincey, LA (III)
   109                    24-074       WFB              JL Holdings Portfolio - Beacon Street - Laurel, MS (III)
   110                    24-075       WFB              JL Holdings Portfolio - Hwy. 171 - Lake Charles, LA (III)
   111                    24-076       WFB              JL Holdings Portfolio - St. Charles Ave. - New Orleans, LA (III)
   112                    24-077       WFB              JL Holdings Portfolio - Halls Ferry Road - Vicksburg, MS (III)
   113                    24-078       WFB              JL Holdings Portfolio - Government Blvd. - Mobile, AL (III)
   114                    24-079       WFB              JL Holdings Portfolio - South Jackson Street - Grove Hill, AL (III)
   115                    24-080       WFB              JL Holdings Portfolio - LA Hwy 16 - Denham Springs, LA (III)
   116                    24-081       WFB              JL Holdings Portfolio - W. Laurel St. - Eunice, LA (III)
   117                    24-082       WFB              JL Holdings Portfolio - Ambassador Caffrey Pkwy. - Lafayette, LA (III)
   118                    24-083       WFB              JL Holdings Portfolio - Hwy 190 Bypass - Covington, LA (III)
   119                    24-084       WFB              JL Holdings Portfolio - Airline Highway - Baton Rouge, LA (III)
   120                    24-085       WFB              JL Holdings Portfolio - Martin Luther King Blvd. - Houma, LA (III)
   121                    24-086       WFB              JL Holdings Portfolio - N. University Avenue - Lafayette, LA (III)
   122                    24-087       WFB              JL Holdings Portfolio - MacArthur Dr - Alexandria, LA (III)
   123                    24-088       WFB              JL Holdings Portfolio - Ponchatrain Drive - Slidell, LA (III)
   124                    24-089       WFB              JL Holdings Portfolio - Johnston St. - Lafayette, LA (III)
   125                    24-090       WFB              JL Holdings Portfolio - Jefferson Blvd. - Lafayette, LA (III)
   126         25         25-001       BSCMI            Lansing Square (B)
   127         26         26-001       BSCMI            Eastgate Shopping Center (B)
   128         27         27-001       WFB              Penn Field Office Warehouse
   129         28         28-001       WFB              Georgetown Suites & Harbour Hotel
   130         29         29-001       PCF              Ashland & Roosevelt Shopping Center
   131         30         30-001       BSCMI            Hyde Park
   132         31         31-001       BSCMI            Downtown Plaza
   133         32         32-001       BSCMI            Woodfield Plaza
   134         33         33-001       MSMC             Plaza Escondida
   135         34         34-001       BSCMI            Academy Sports San Antonio (C)
   136         35         35-001       BSCMI            Academy Sports Houma (C)
   137         36         36-001       BSCMI            Academy Sports Port Arthur (C)
   138         37         37-001       BSCMI            Academy Sports Midland (C)
   139         38         38-001       BSCMI            Schaumburg Promenade I & II
   140         39         39-001       BSCMI            Rowland Heights Plaza
   141         40         40-001       MSMC             Mt. Sinai Shopping Center
   142         41         41-001       PCF              Plaza 400 Office Park
   143         42         42-001       BSCMI            Santana Village
   144         43         43-001       WFB              Quality Suites Shady Grove & Sleep Inn
   145         44         44-001       WFB              Marketplace at Webb Chapel
   146         45         45-001       MSMC             Vineyard Valley Center
   147         46         46-001       BSCMI            Brick Walk
   148         47         47-001       BSCMI            Valley View Apartments
   149         48         48-001       BSCMI            Mt. Vernon Avenue
   150         49         49-001       MSMC             2009 - 2013 Farralon Drive
   151         50         50-001       WFB              Promenade on the River
   152         51         51-001       WFB              Northpark Center
   153         52         52-001       BSCMI            Village at Preston Hollow
   154         53         53-001       MSMC             Colonial Ridge Apartments
   155         54         54-001       BSCMI            Riverview Gardens
   156         55         55-001       BSCMI            Lake Shore Apartments
   157         56         56-001       BSCMI            Bishops Corner
   158         57         57-001       PCF              Lyons Tech V
   159         58         58-001       WFB              Centerpoint Mall
   160         59         59-001       MSMC             Hampton Inn - Bowling Green
   161         60         60-001       WFB              Security Public Storage - Huntington Beach
   162         61         61-001       BSCMI            4269 Broadway
   163         62         62-001       MSMC             Veterinary Referral Center of North Texas
   164         63         63-001       WFB              TownCentre Professional Brentwood
   165         64         64-001       WFB              Comfort Inn Palm Beach Lakes
   166         65         65-001       WFB              Superior Mini Storage
   167         66         66-001       BSCMI            River Square
   168         67         67-001       WFB              Missouri City Shopping Center
   169         68         68-001       WFB              Alaskan Apartments
   170         69         69-001       PCF              Hamilton & Webster Building
   171         70         70-001       MSMC             1250 New Horizons Boulevard
   172         71         71-001       BSCMI            Sportmart Crystal Lake
   173         72         72-001       BSCMI            Bally's - Rancho Cucamonga
   174         73         73-001       PCF              Mizner Place
   175         74         74-001       PCF              13050 E. Smith Road
   176         75         75-001       MSMC             24-Hour Fitness
   177         76         76-001       BSCMI            11440 San Vicente Blvd.
   178         77         77-001       BSCMI            Gateway Square
   179         78         78-001       PCF              Morningside Proffesional Plaza
   180         79         79-001       WFB              Parkway Plaza Shopping Center
   181         80         80-001       PCF              Congress Center North
               81                      WFB              Circle K Portfolio Pod 2 Roll-up
   182                    81-001       WFB              Circle K Portfolio Pod 2 - 2708 W Buckeye Rd (IV)
   183                    81-002       WFB              Circle K Portfolio Pod 2 - 1523 E McDowell (IV)
   184                    81-003       WFB              Circle K Portfolio Pod 2 - 4005 E Union Hills (IV)
   185                    81-004       WFB              Circle K Portfolio Pod 2 - 2702 W Deer Valley RD (IV)
   186                    81-005       WFB              Circle K Portfolio Pod 2 - 2524 W Thunderbird (IV)
   187                    81-006       WFB              Circle K Portfolio Pod 2 - 4403 E Van Buren St (IV)
   188                    81-007       WFB              Circle K Portfolio Pod 2 - 1602 E Washington (IV)
   189                    81-008       WFB              Circle K Portfolio Pod 2 - 1605 E Bell Rd (IV)
   190                    81-009       WFB              Circle K Portfolio Pod 2 - 5350 N 27th Ave (IV)
   191         82         82-001       PCF              48571 Milmont Drive
               83                      WFB              Circle K Portfolio Pod 6 Roll-up
   192                    83-001       WFB              Circle K Portfolio Pod 6 - 1953 HWY 260 (V)
   193                    83-002       WFB              Circle K Portfolio Pod 6 - 2551 HWY 95 (V)
   194                    83-003       WFB              Circle K Portfolio Pod 6 - 13549 E Chandler Blvd (V)
   195                    83-004       WFB              Circle K Portfolio Pod 6 - 311 E Deuce of Clubs (V)
   196                    83-005       WFB              Circle K Portfolio Pod 6 - 16802 E Williams Field (V)
   197                    83-006       WFB              Circle K Portfolio Pod 6 - 1441 E Florence Blvd (V)
   198                    83-007       WFB              Circle K Portfolio Pod 6 - 2911 Grand Ave (V)
   199                    83-008       WFB              Circle K Portfolio Pod 6 - 1654 White Mt Blvd (V)
   200                    83-009       WFB              Circle K Portfolio Pod 6 - 110 S Main St (V)
   201                    83-010       WFB              Circle K Portfolio Pod 6 - 695 S 4th Ave (V)
   202         84         84-001       WFB              Golden Valley Town Square
   203         85         85-001       PCF              1201 Cadillac Court
   204         86         86-001       MSMC             1490 Madison Avenue
   205         87         87-001       PCF              Harbor Place
   206         88         88-001       PCF              Mills Station Mills Walk Shopping Center
               89                      MSMC             Metrocenter Portfolio Roll-up
   207                    89-001       MSMC             Metrocenter Portfolio - Parcel 4 (VI)
   208                    89-002       MSMC             Metrocenter Portfolio - Parcel 3 (VI)
   209         90         90-001       BSCMI            29003 Sherman Avenue
   210         91         91-001       WFB              Cedar Springs Mobile Estates
   211         92         92-001       WFB              Boston Street Self Storage
   212         93         93-001       WFB              Comfort Inn - Hall of Fame
   213         94         94-001       WFB              Quality Inn West End
   214         95         95-001       BSCMI            Lowe's Asheboro
   215         96         96-001       PCF              Creekside Business Park
   216         97         97-001       PCF              1535 East Moreland Boulevard
   217         98         98-001       MSMC             East & 32 Mini-Storage
   218         99         99-001       PCF              Woodbine Commons
   219        100         100-001      WFB              Airport Plaza
   220        101         101-001      WFB              Red Cedar Plaza
   221        102         102-001      WFB              Mt. Si Business Park
   222        103         103-001      PCF              7199 Natural Bridge Road
   223        104         104-001      MSMC             6328 Richmond Highway
   224        105         105-001      MSMC             Canyon Center
   225        106         106-001      BSCMI            CVS - Lake Jackson
   226        107         107-001      WFB              Victoria Gardens Apartments
   227        108         108-001      PCF              10616 South Western Avenue
   228        109         109-001      BSCMI            CVS Jacksonville
   229        110         110-001      PCF              Meadowlands Village
   230        111         111-001      MSMC             Maple Place
   231        112         112-001      WFB              Young Life
   232        113         113-001      WFB              Campus Knoll I and Campus Center Apts
   233        114         114-001      WFB              London Gold Chandler
   234        115         115-001      BSCMI            Cypress Village
   235        116         116-001      BSCMI            Eckerd - Norfolk
   236        117         117-001      WFB              Gender Road Self Storage
   237        118         118-001      BSCMI            Lowe's Martinsburg
   238        119         119-001      BSCMI            Tower Market
   239        120         120-001      PCF              1205-1275 Atlantic Street
   240        121         121-001      BSCMI            Eckerd Roswell
   241        122         122-001      WFB              DIA Self Storage
   242        123         123-001      WFB              Storage Pro Business Center
   243        124         124-001      PCF              8050 North Mesa Street
   244        125         125-001      MSMC             Greenwood Plaza I & II
   245        126         126-001      BSCMI            West Park Self Storage
   246        127         127-001      WFB              Plaza Leyenda
   247        128         128-001      MSMC             Pine Ridge Apartments
   248        129         129-001      BSCMI            CVS - Indianapolis
   249        130         130-001      WFB              Pep Boys Plaza
   250        131         131-001      PCF              4200 Forestville Road
   251        132         132-001      PCF              Pack Rat Storage
   252        133         133-001      WFB              4401 Hazel Avenue Office
   253        134         134-001      PCF              Windsor Plaza
   254        135         135-001      PCF              Westwood Village Apartments
   255        136         136-001      PCF              Emerald Point Apartments
   256        137         137-001      PCF              Oxford and Savannah Apartments
   257        138         138-001      MSMC             York Square Apartments
   258        139         139-001      MSMC             Lakemont Apartments
   259        140         140-001      WFB              London Gold Peoria
   260        141         141-001      PCF              Larkwood Plaza Retail Center
   261        142         142-001      PCF              The Shops At Quincy Place
   262        143         143-001      PCF              Alki Court Apartments
   263        144         144-001      WFB              La Quinta Village - Sperling
   264        145         145-001      WFB              Mission Square
   265        146         146-001      WFB              Clay Street Business Park
   266        147         147-001      PCF              Osceola Crossing
   267        148         148-001      WFB              Sable Shops
              149                      WFB              Dollar General Alabama Portfolio Pool 1 Roll-up
   268                    149-001      WFB              Dollar General Alabama Portfolio Pool 1 - Hwy 119 (VII)
   269                    149-002      WFB              Dollar General Alabama Portfolio Pool 1 - Airport Rd. (VII)
   270                    149-003      WFB              Dollar General Alabama Portfolio Pool 1 - 7th Ave (VII)
   271        150         150-001      WFB              Walgreen's Ridgecrest
   272        151         151-001      MSMC             Heatherwood Apartments
   273        152         152-001      WFB              Central Self Storage - Warner Road
   274        153         153-001      MSMC             Park Center
   275        154         154-001      WFB              Stratford Business Park
   276        155         155-001      MSMC             Rite Aid-McKinleyville, CA
   277        156         156-001      PCF              Rochester Townhouse Apartments

                                                        TOTALS AND WEIGHTED AVERAGES:
</TABLE>



<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE
LOAN NO.    STREET ADDRESS                                                    CITY                          STATE        ZIP CODE
-----------------------------------------------------------------------------------------------------------------------------------

    1       3060 Peachtree Road NW                                            Atlanta                       GA             30305

    2       300 Deerwood Road                                                 San Ramon                     CA             94583
    3       100 South Bales Avenue                                            Port Washington               NY             11050
    4       107 Route 22 East                                                 Green Brook                   NJ             08812
    5       2580 Monument Boulevard                                           Concord                       CA             94520
    6       6518 Black Horse Pike                                             Egg Harbor                    NJ             08234
    7       281 Indian Head Road                                              Kings Park                    NY             11754
    8       200 Express Drive South                                           Brentwood                     NY             11717
    9       901 Candia Road                                                   Manchester                    NH             03109
   10       2 Scoobie Pond Road                                               Derry                         NH             03038
   11       70-801 North 34th Street                                          Seattle                       WA             98103
   12       346 Madison Avenue                                                New York                      NY             10017
   13       15575 Jimmy Durante Boulevard                                     Del Mar                       CA             92014
   14       351 North Frontage Rd.                                            New London                    CT             06320
   15       10777 Kuykendahl Road                                             The Woodlands                 TX             77382
   16       801 Sherwood Lake Drive                                           Schererville                  IN             46375
   17       2601-2701 Port Covington Drive                                    Baltimore                     MD             21230
   18       3600 NW 2nd Avenue                                                Boca Raton                    FL             33431
   19       950 South Powerline Road                                          Deerfield Beach               FL             33442
   20       1499 Post Road                                                    Fairfield                     CT             06824
   21       7300 Linder Avenue                                                Skokie                        IL             60077
   22       5 River Road                                                      Wilton                        CT             06897
   23       2150 Kalakaua Avenue                                              Honolulu                      HI             96815
   24       51 Cinder Road                                                    Edison                        NJ             08820
   25       1101 LaSalle Avenue                                               Minneapolis                   MN             55403
   26       1 Ronson Road                                                     Iselin                        NJ             08330
   27       6225 Roswell Road                                                 Atlanta                       GA             30328

   28       4550 SE Boatyard Drive                                            Stuart                        FL             34997
   29       Maritime Drive                                                    Portsmouth                    RI             02871
   30       127 and 130 Shore Road                                            Southwest Harbor              ME             04679
   31       50 Industrial Way                                                 Trenton                       ME             04605
   32       121 Bass Harbor Road                                              Southwest Harbor              ME             04679
   33       949 E 36th Avenue                                                 Anchorage                     AK             99508
   34       14405 Chantilly Crossing Lane                                     Chantilly                     VA             20150
   35       45 West 35th Street                                               New York                      NY             10001

   36       2515 Stillman Blvd.                                               Tuscaloosa                    AL             35401
   37       13392 Perdido Key Drive                                           Pensacola                     FL             32507
   38       910 So. McKenzie                                                  Foley                         AL             36535
   39       Hwy 59 & Fort Morgan Rd.                                          Gulf Shores                   AL             36542
   40       3301 Monroe Hwy.                                                  Pineville                     LA             71360
   41       7004 Siegan Lane                                                  Baton Rouge                   LA             70809
   42       1000-C West Esplanade Ave.                                        Kenner                        LA             70065
   43       1021 Church Point Highway                                         Rayne                         LA             70578
   44       27931 Walker South Road                                           Walker                        LA             70785
   45       1419 Center St.                                                   New Iberia                    LA             70560
   46       7701 Airport Blvd.                                                Mobile                        AL             36608
   47       4951 Florida Blvd.                                                Baton Rouge                   LA             70806
   48       13455 Highway 73                                                  Geismar                       LA             70734
   49       500 Westbank Expressway                                           Westwego                      LA             70094
   50       3863 W. Park Ave.                                                 Gray                          LA             70359
   51       5380 Highway 90 W                                                 Mobile                        AL             36619
   52       7775 Moffett Rd.                                                  Semines                       AL             36608
   53       3004 Airport Blvd.                                                Mobile                        AL             36606
   54       5119 Jones Creek Rd.                                              Baton Rouge                   LA             70818
   55       3530 Harding Blvd.                                                Baton Rouge                   LA             70807
   56       310 Hwy 43 N.                                                     Saraland                      AL             36571
   57       4900 Skyland Blvd.                                                Tuscaloosa                    AL             35405
   58       3875 Airport Blvd.                                                Mobile                        AL             36608
   59       141 Northshore Blvd.                                              Slidell                       LA             70460
   60       5131 Main St.                                                     Zachary                       LA             70791
   61       1840 Lapalco Blvd.                                                Harvey                        LA             70058
   62       14157 Hwy 90                                                      Paradis                       LA             70080
   63       46020 N. Puma Dr.                                                 Hammond                       LA             70401
   64       279 Sam Houston Jones Parkway                                     Lake Charles                  LA             70611
   65       5400 W. Aloha Dr.                                                 Diamondhead                   MS             39525
   66       3210 W. Michigan Avenue                                           Pensacola                     FL             32526
   67       404 Airline                                                       Gonzales                      LA             70737
   68       1033 W. Tunnel Blvd.                                              Houma                         LA             70360
   69       937 U.S. Hwy. 90 - East                                           Bayou Vista                   LA             70380
   70       3380 Gulf Breeze Parkway                                          Gulf Breeze                   FL             32561
   71       14280 Greenwell Springs Rd.                                       Greenwell Springs             LA             70739
   72       29295 U.S. Highway 98                                             Daphne                        AL             36526
   73       1101 Parkview                                                     New Iberia                    LA             70560
   74       421 Highway 61 North                                              Natchez                       MS             39120
   75       19755 Greeno Road                                                 Fairhope                      AL             36532
   76       5151 Forsythe St.                                                 Monroe                        LA             71201
   77       801 Sampson St.                                                   Westlake                      LA             70669
   78       605 North Hwy. 190 East                                           Covington                     LA             70433
   79       3100 Highland Rd.                                                 Baton Rouge                   LA             70802
   80       1401 S. Trenton St.                                               Ruston                        LA             71270
   81       4120 Highway 90                                                   Pace                          FL             32571
   82       6403 Cottage Hill Road                                            Mobile                        AL             36695
   83       1470 Canton Mart Road                                             Jackson                       MS             39215
   84       1212 E. Main St.                                                  Ville Platte                  LA             70586
   85       2924 St. Stephens Road                                            Mobile                        AL             36612
   86       1601 McFarland Blvd. N.                                           Tuscaloosa                    AL             35406
   87       310 E. Beach Rd.                                                  Long Beach                    MS             39560
   88       21890 Highway 59 S.                                               Robertsdale                   AL             36567
   89       2001 Highway 43                                                   Thomasville                   AL             36784
   90       4383 L.A. Highway 1 South                                         Brusly                        LA             70719
   91       3820 McFarland Blvd. W.                                           Northport                     AL             35476
   92       1825 Main Street                                                  Franklin                      LA             70538
   93       1111 Lowe-Grout Rd.                                               Iowa                          LA             70647
   94       1007 Broadway St.                                                 Delhi                         LA             71232
   95       100 Thomas Rd.                                                    Monroe                        LA             71291
   96       4825 - 8th Street                                                 Meridian                      MS             39301
   97       695 Highway 165 South                                             Oakdale                       LA             71463
   98       3200 Springhill Avenue                                            Mobile                        AL             36607
   99       2130 Hwy 15 N.                                                    Laurel                        MS             39440
   100      8101 Airline Hwy.                                                 Metairie                      LA             70003
   101      1710 U.S. 165 Bypass                                              Monroe                        LA             71201
   102      185 Gause Blvd.                                                   Slidell                       LA             70458
   103      639 Highway 28                                                    Livingston                    AL             35470
   104      1807 West Street                                                  Vinton                        LA             70668
   105      2017 Ruth St.                                                     Sulphur                       LA             70663
   106      1115 Carter St.                                                   Vidalia                       LA             71373
   107      2100 N. Frontage Road                                             Meridian                      MS             39301
   108      901 E. 4th St.                                                    DeQuincey                     LA             70633
   109      319 Beacon Street                                                 Laurel                        MS             39441
   110      1211 Hwy. 171                                                     Lake Charles                  LA             70601
   111      1700 St. Charles Ave.                                             New Orleans                   LA             70130
   112      3121 Halls Ferry Road                                             Vicksburg                     MS             39180
   113      3949 Government Blvd.                                             Mobile                        AL             36693
   114      198 South Jackson Street                                          Grove Hill                    AL             36451
   115      31706 LA Hwy 16                                                   Denham Springs                LA             70726
   116      2300 W. Laurel St.                                                Eunice                        LA             70535
   117      2256 Ambassador Caffrey Pkwy.                                     Lafayette                     LA             70506
   118      1005 Hwy 190 Bypass                                               Covington                     LA             70433
   119      6244 Airline Highway                                              Baton Rouge                   LA             70812
   120      1637 Martin Luther King Blvd.                                     Houma                         LA             70360
   121      1726 N. University Avenue                                         Lafayette                     LA             70507
   122      3705 MacArthur Dr                                                 Alexandria                    LA             71301
   123      3114 Pontchartrain Drive                                          Slidell                       LA             70458
   124      1500 Johnston St.                                                 Lafayette                     LA             70503
   125      312 Jefferson Blvd.                                               Lafayette                     LA             70501
   126      17545-17675 South Torrence Avenue                                 Lansing                       IL             60438
   127      837 Westmore Avenue                                               Lombard                       IL             60148
   128      3601 S. Congress Avenue                                           Austin                        TX             78704
   129      1000 29th Street                                                  Washington D.C.               DC             20007
   130      1220 South Ashland Avenue                                         Chicago                       IL             60608
   131      430 W. Browning Road                                              Bellmawr                      NJ             08031
   132      211 East Ocean Boulevard                                          Long Beach                    CA             90802
   133      410-590 East Golf Road                                            Schaumburg                    IL             60173
   134      7850-7972 North Oracle Road                                       Oro Valley                    AZ             85704
   135      2643 NW Loop 410                                                  San Antonio                   TX             78230
   136      1777 Martin Luther King Blvd                                      Houma                         LA             70360
   137      8453 Memorial Blvd.                                               Port Arthur                   TX             77640
   138      5312 West Wadley Avenue                                           Midland                       TX             79707
   139      1975-1995 East Golf Road & 901-905 Perimeter Drive                Schaumburg                    IL             60173
   140      18716 - 18742 E. Colima Road & 1722 - 1740 Desire Ave.            Rowland Heights               CA             91748
   141      5505 Nesconset Highway                                            Mount Sinai                   NY             11766
   142      5881-5887 Glenridge Drive                                         Atlanta                       GA             30328
   143      9802-9894 Magnolia Avenue                                         Santee                        CA             92071
   144      2 & 3 Research Court                                              Rockville                     MD             20850
   145      3440 Webb Chapel Extension                                        Dallas                        TX             75220
   146      16989-1789 Valley Boulevard                                       Fontana                       CA             92335
   147      1229, 1275, and 1305 Post Road                                    Fairfield                     CT             06824
   148      Mayberry & Vermont View Drive                                     Watervliet                    NY             12189
   149      2401,2405-2407,2413-2419 and 2525 Mount Vernon Ave                Alexandria                    VA             22301
   150      2009 - 2013 Farralon Drive                                        San Leandro                   CA             94577
   151      525 Court Street                                                  Reno                          NV             89501
   152      109 Northpark Boulevard                                           Covington                     LA             70433
   153      4343-4347 W. Northwest Highway                                    Dallas                        TX             75220
   154      649 Cannon Ridge Drive                                            Orlando                       FL             32818
   155      8 Newton Drive                                                    Nashua                        NH             03063
   156      23 Lakeshore Drive                                                Watervliet                    NY             12189
   157      316-340 North Main Street                                         West Hartford                 CT             06117
   158      4611-4661 Johnson Road                                            Coconut Creek                 FL             33073
   159      2401-2831 Saviers Road, 325 W. Channel Islands,
            150 Laurel St., 2500 C. St.                                       Oxnard                        CA             93033
   160      233 Three Springs Road                                            Bowling Green                 KY             42104
   161      7670-7676 Slater Avenue, 17575-17601 Morgan Lane and
            7651 Speer Avenue                                                 Huntington Beach              CA             92647
   162      4269 Broadway                                                     New York                      NY             10033
   163      4444 Trinity Mills Road                                           Dallas                        TX             75287
   164      1181, 1191 Central Avenue, 4510 O'Hara Avenue                     Brentwood                     CA             94513
   165      1901 Palm Beach Lakes Boulevard                                   West Palm Beach               FL             33409
   166      7795 White Fir Street and 7750 West 4th Street                    Reno                          NV             89523
   167      22 East Chicago Avenue                                            Naperville                    IL             60540
   168      4811-4823 Hwy. 6                                                  Missouri City                 TX             77459
   169      102 - 110 E. 11th Ave, 4211 - 4231 Laurel St, 201 McCarrey St,
            1106 - 1121 Norman St, 4543 Lake Otis Pkwy                        Anchorage                     AK             99501
   170      550 Hamilton Avenue                                               Palo Alto                     CA             94301
   171      1250 New Horizons Boulevard                                       North Amityville              NY             11701
   172      800 Cog CIrcle                                                    Crystal Lake                  IL             60012
   173      10848 Foothill Boulevard                                          Rancho Cucamonga              CA             91730
   174      5601 Corporate Way                                                West Palm Beach               FL             33407
   175      13050 E. Smith Road                                               Aurora                        CO             80011
   176      7980 West Sahara Avenue                                           Las Vegas                     NV             89117
   177      11440 San Vicente Blvd.                                           Los Angeles                   CA             90049
   178      777 North York Road                                               Hinsdale                      IL             60521
   179      1800 Port Saint Lucie Boulevard                                   Port St. Lucie                FL             34952
   180      200 - 390 S. Woodruff Ave & 1658 - 1680 1st Street                Idaho Falls                   ID             83401
   181      4400 North Congress Avenue                                        West Palm Beach               FL             33407

   182      2708 W Buckeye Rd                                                 Phoenix                       AZ             85009
   183      1523 E McDowell Road                                              Phoenix                       AZ             85006
   184      4005 E Union Hills Drive                                          Phoenix                       AZ             85027
   185      2702 W Deer Valley RD                                             Phoenix                       AZ             85027
   186      2524 W Thunderbird Road                                           Phoenix                       AZ             85023
   187      4403 E Van Buren St                                               Phoenix                       AZ             85008
   188      1602 E Washington Street                                          Phoenix                       AZ             85034
   189      1605 E Bell Rd                                                    Phoenix                       AZ             85022
   190      5350 N 27th Ave                                                   Phoenix                       AZ             85017
   191      48571 Milmont Drive                                               Fremont                       CA             94538

   192      1953 HWY 260                                                      Heber                         AZ             85928
   193      2551 HWY 95                                                       Bullhead City                 AZ             86442
   194      13549 E Chandler Blvd                                             Chandler                      AZ             85224
   195      311 E Deuce of Clubs                                              Show Low                      AZ             85901
   196      16802 E Williams Field Road                                       Higley                        AZ             85236
   197      1441 E Florence Blvd                                              Casa Grande                   AZ             85222
   198      2911 Grand Ave                                                    Nogales                       AZ             85621
   199      1654 White Mountain Blvd                                          Lakeside                      AZ             85929
   200      110 S Main St                                                     Snowflake                     AZ             85937
   201      695 S 4th Ave                                                     Yuma                          AZ             85364
   202      669 Winnetka Avenue North                                         Golden Valley                 MN             55427
   203      1201 Cadillac Court                                               Milpitas                      CA             95035
   204      1490 Madison Avenue                                               New York                      NY             10029
   205      1600 SE 17th Street                                               Fort Lauderdale               FL             33316
   206      1812 and 1820 North Brown Road                                    Lawrenceville                 GA             30043

   207      10225-10235 N. Metro Parkway East; 10240 N. 27th Avenue           Phoenix                       AZ             85051
   208      2765 & 2745 West Peoria Avenue                                    Phoenix                       AZ             85051
   209      29003 Sherman Avenue                                              Valencia                      CA             91355
   210      400 Susan Street                                                  Cedar Springs                 MI             49319
   211      1100 Interstate Avenue                                            Baltimore                     MD             21224
   212      5345 Broadmoor Circle, NW                                         Canton                        OH             44709
   213      8008 West Broad Street                                            Richmond                      VA             23294
   214      1120 East Dixie Drive                                             Asheboro                      NC             27203
   215      1625 -1655 McCarthy Boulevard                                     Milpitas                      CA             95035
   216      1535 East Moreland Boulevard                                      Waukesha                      WI             53186
   217      2553 Highway 32                                                   Chico                         CA             95973
   218      7721-7751 N Military Trail                                        Palm Beach Gardens            FL             33410
   219      8400-8406 North Magnolia Avenue                                   Santee                        CA             92071
   220      2321, 2401 and 2421 State Highway 25 North                        Menomonie                     WI             54751
   221      1546-1550 Boalch Avenue NW                                        North Bend                    WA             98045
   222      7199 Natural Bridge Road                                          Northwoods                    MO             63121
   223      6328 Richmond Highway                                             Alexandria                    VA             22306
   224      10580 North McCarran Boulevard                                    Reno                          NV             89503
   225      117 Oyster Creek Drive                                            Lake Jackson                  TX             77566
   226      911 and 1001 Lane Drive                                           Rosenberg                     TX             77471
   227      10616 South Western Avenue                                        Los Angeles                   CA             90047
   228      9100 Atlantic Boulevard                                           Jacksonville                  FL             32211
   229      220 Meadow Lane                                                   Secaucus                      NJ             07094
   230      31154-31194 Novi Road and 42151-42181 14 Mile Road                Novi                          MI             48377
   231      420 North Cascade Avenue                                          Colorado Springs              CO             80903
   232      1111 7th Avenue South and 914 6th Avenue South                    St. Cloud                     MN             56301
   233      3100 West Chandler Boulevard                                      Chandler                      AZ             85226
   234      13135 Louetta Road                                                Houston                       TX             77093
   235      6147 E. Virginia Beach Blvd.                                      Norfolk                       VA             23502
   236      5275 Gender Road                                                  Canal Winchester              OH             43110
   237      1130 Winchester Ave.                                              Martinsburg                   WV             25401
   238      37 Route 35                                                       Eatontown                     NJ             07724
   239      1205-1275 Atlantic Street                                         Union City                    CA             94587
   240      12155 Houze Road                                                  Alpharetta                    GA             30004
   241      14750 East 40th Avenue                                            Aurora                        CO             80239
   242      829 Highway 29                                                    St. Helena                    CA             94574
   243      8050 North Mesa Street                                            El Paso                       TX             79932
   244      1009-1021 St. Georges Avenue                                      Colonia                       NJ             07067
   245      6767 West Park Avenue                                             Houma                         LA             70364
   246      10601 & 10609 N. Frank Lloyd Wright Blvd.                         Scottsdale                    AZ             85259
   247      101 Pine Ridge Drive                                              North Fayette Township        PA             15071
   248      4935 S. Arlington Ave.                                            Indianapolis                  IN             46237
   249      511-581 North Main Street                                         Corona                        CA             92880
   250      4200 Forestville Road                                             Forestville                   MD             20747
   251      12316 Mukilteo Speedway                                           Mukilteo                      WA             98275
   252      4401 Hazel Avenue                                                 Fair Oaks                     CA             95628
   253      13180 FM 529                                                      Houston                       TX             77041
   254      110 McDonald Avenue                                               Ames                          IA             50014
   255      3433 Arden Road                                                   San Angelo                    TX             76901
   256      2217 San Gabriel Street & 915 West 22 1/2 Street                  Austin                        TX             78705
   257      275 Braden School Road                                            Chippewa Township             PA             15010
   258      3900 Cotswold Avenue                                              Greensboro                    NC             27410
   259      7311 and 7337 West Bell Road                                      Peoria                        AZ             85382
   260      7085 Southwest Freeway                                            Houston                       TX             77074
   261      16891 East Quincy Avenue                                          Aurora                        CO             80013
   262      12112 East Alki Avenue                                            Spokane Valley                WA             99206
   263      50801 Washington Street                                           La Quinta                     CA             92253
   264      1933 East University Drive                                        Mesa                          AZ             85203
   265      116 Clay Street NW                                                Auburn                        WA             98001
   266      1150-1168 West Osceola Parkway                                    Kissimmee                     FL             34741
   267      14601 East Colfax Avenue                                          Aurora                        CO             80011

   268      6794 Hwy 119                                                      Alabaster                     AL             35007
   269      1981 Airport Rd.                                                  Jasper                        AL             35501
   270      1902 7th Ave                                                      Jasper                        AL             35501
   271      101 W. Drummond Avenue                                            Ridgecrest                    CA             93555
   272      779 Eastowne Drive                                                Ravenna                       OH             44266
   273      641 East Warner Avenue                                            Chandler                      AZ             85225
   274      458 Amboy Avenue                                                  Woodbridge                    NJ             07095
   275      1653-1663 Industrial Parkway West                                 Hayward                       CA             94544
   276      1500 Anna Sparks Way                                              McKinleyville                 CA             95519
   277      130 Gibb Street and 3 & 4 Selden Street                           Rochester                     NY             14605
</TABLE>



<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE
LOAN NO.       PROPERTY TYPE          PROPERTY SUB-TYPE         UNITS/SF(3)             YEAR BUILT              YEAR RENOVATED
-----------------------------------------------------------------------------------------------------------------------------------

    1          Office                 Urban                             466,229            1987                       NAP

    2          Self Storage           Self Storage                       77,495            2002                       NAP
    3          Self Storage           Self Storage                       67,925            2000                       NAP
    4          Self Storage           Self Storage                       58,650            2000                       NAP
    5          Self Storage           Self Storage                       75,060            1999                       NAP
    6          Self Storage           Self Storage                       70,300            1990                      1996
    7          Self Storage           Self Storage                       60,020            2001                       NAP
    8          Self Storage           Self Storage                       65,969            1999                       NAP
    9          Self Storage           Self Storage                       45,075            1986                       NAP
   10          Self Storage           Self Storage                       38,350            1986                       NAP
   11          Office                 Urban                             297,228            1999                       NAP
   12          Mixed Use              Retail/Office                     122,604            1915                      2004
   13          Hospitality            Full Service                          257            1989                      2003
   14          Retail                 Anchored                          268,411            1967                   1998 - 2000
   15          Retail                 Anchored                          136,625            2004                       NAP
   16          Multifamily            Garden                                576     1972 / 1976 / 1999               1999
   17          Other                  Leased Fee                        272,913            2002                       NAP
   18          Self Storage           Self Storage                      138,831         1976 / 1979               1994 - 1995
   19          Self Storage           Self Storage                      149,921         1978 / 1979                  1995
   20          Retail                 Anchored                           84,430            2000                      2004
   21          Industrial             Warehouse                         486,884         1960 - 1965                  1988
   22          Retail                 Anchored                           78,767         1986 - 1987               2003 / 2005
   23          Retail                 Specialty                          11,671            1941                   2003 - 2004
   24          Multifamily            Garden                                289            1988                       NAP
   25          Hospitality            Full Service                          228            1986                      1997
   26          Retail                 Anchored                          122,677         1994 - 1995                   NAP
   27          Retail                 Anchored                          123,630         1959 / 1987                   NAP

   28          Other                  Marina                             33,299         1955 - 2004                   NAP
   29          Other                  Marina                            160,650         1930 - 1990                  2004
   30          Industrial             Light                             160,722         1930 - 1995                  2002
   31          Industrial             Light                              94,656         1999 - 2001                   NAP
   32          Other                  Marina                             24,648            1988                       NAP
   33          Office                 Suburban                          136,781            1976                       NAP
   34          Retail                 Anchored                           73,019            2004                       NAP
   35          Hospitality            Boutique                              185            1901                      1995

   36          Retail                 Free Standing                       4,182            1986                       NAP
   37          Retail                 Free Standing                       4,098            1985                       NAP
   38          Retail                 Free Standing                       3,842            1985                       NAP
   39          Retail                 Free Standing                       3,735            1984                       NAP
   40          Retail                 Free Standing                       3,489            1986                       NAP
   41          Retail                 Free Standing                       3,047            1989                      2002
   42          Retail                 Free Standing                       3,008            1990                       NAP
   43          Retail                 Free Standing                       3,200            1999                       NAP
   44          Retail                 Free Standing                       2,987            1996                       NAP
   45          Retail                 Free Standing                       3,100            1996                      2000
   46          Retail                 Free Standing                       3,677            1980                       NAP
   47          Retail                 Free Standing                       3,240            1964                      2001
   48          Retail                 Free Standing                       2,898            1997                       NAP
   49          Retail                 Free Standing                       2,982            1997                       NAP
   50          Retail                 Free Standing                       3,003            1998                       NAP
   51          Retail                 Free Standing                       3,446            1984                       NAP
   52          Retail                 Free Standing                       3,396            1983                       NAP
   53          Retail                 Free Standing                       4,130            1984                       NAP
   54          Retail                 Free Standing                       2,881            1990                      2000
   55          Retail                 Free Standing                       3,056            1999                       NAP
   56          Retail                 Free Standing                       3,244            1981                       NAP
   57          Retail                 Free Standing                       2,936            1998                       NAP
   58          Retail                 Free Standing                       3,807            1973                       NAP
   59          Retail                 Free Standing                       2,905            1990                       NAP
   60          Retail                 Free Standing                       2,885            1990                       NAP
   61          Retail                 Free Standing                       2,987            1998                       NAP
   62          Retail                 Free Standing                       3,068            1999                       NAP
   63          Retail                 Free Standing                       2,867            1997                       NAP
   64          Retail                 Free Standing                       3,073            1999                       NAP
   65          Retail                 Free Standing                       2,931            1995                       NAP
   66          Retail                 Free Standing                       2,613            1996                       NAP
   67          Retail                 Free Standing                       2,987            1996                       NAP
   68          Retail                 Free Standing                       3,048            1980                      1996
   69          Retail                 Free Standing                       2,990            1997                       NAP
   70          Retail                 Free Standing                       2,621            1995                       NAP
   71          Retail                 Free Standing                       3,114            1996                       NAP
   72          Retail                 Free Standing                       2,817            1983                       NAP
   73          Retail                 Free Standing                       2,720            1988                       NAP
   74          Retail                 Free Standing                       2,902            1996                       NAP
   75          Retail                 Free Standing                       2,824            1996                       NAP
   76          Retail                 Free Standing                       3,014            1998                       NAP
   77          Retail                 Free Standing                       2,974            1998                       NAP
   78          Retail                 Free Standing                       2,430            1983                       NAP
   79          Retail                 Free Standing                       2,980            1996                       NAP
   80          Retail                 Free Standing                       2,915            1992                       NAP
   81          Retail                 Free Standing                       2,475            1994                       NAP
   82          Retail                 Free Standing                       2,795            1989                       NAP
   83          Retail                 Free Standing                       2,850            1990                       NAP
   84          Retail                 Free Standing                       2,998            1998                       NAP
   85          Retail                 Free Standing                       3,489            1986                       NAP
   86          Retail                 Free Standing                       2,321            1988                       NAP
   87          Retail                 Free Standing                       2,918            1984                       NAP
   88          Retail                 Free Standing                       2,850            1995                       NAP
   89          Retail                 Free Standing                       2,920            1996                       NAP
   90          Retail                 Free Standing                       3,063            1999                       NAP
   91          Retail                 Free Standing                       2,639            1988                       NAP
   92          Retail                 Free Standing                       2,990            1996                       NAP
   93          Retail                 Free Standing                       3,073            1999                       NAP
   94          Retail                 Free Standing                       3,073            1999                       NAP
   95          Retail                 Free Standing                       2,992            1973                       NAP
   96          Retail                 Free Standing                       2,391            1995                       NAP
   97          Retail                 Free Standing                       2,967            1997                       NAP
   98          Retail                 Free Standing                       2,694            1988                       NAP
   99          Retail                 Free Standing                       2,548            1995                       NAP
   100         Retail                 Free Standing                       2,970            1974                       NAP
   101         Retail                 Free Standing                       2,944            1974                       NAP
   102         Retail                 Free Standing                       3,423            1974                       NAP
   103         Retail                 Free Standing                       3,125            1997                       NAP
   104         Retail                 Free Standing                       3,073            1999                       NAP
   105         Retail                 Free Standing                       2,957            1974                       NAP
   106         Retail                 Free Standing                       2,913            1977                       NAP
   107         Retail                 Free Standing                       2,662            1988                       NAP
   108         Retail                 Free Standing                       2,986            1998                       NAP
   109         Retail                 Free Standing                       2,928            1974                       NAP
   110         Retail                 Free Standing                       3,194            1976                       NAP
   111         Retail                 Free Standing                       2,654            1968                       NAP
   112         Other                  Land                                  NAP             NAP                       NAP
   113         Retail                 Free Standing                       2,418            1967                       NAP
   114         Retail                 Free Standing                       2,399            1996                       NAP
   115         Retail                 Free Standing                       2,969            1998                       NAP
   116         Retail                 Free Standing                       2,998            1997                       NAP
   117         Retail                 Free Standing                       3,358            1998                       NAP
   118         Retail                 Free Standing                       3,920            1999                       NAP
   119         Retail                 Free Standing                       2,625            1972                       NAP
   120         Retail                 Free Standing                       2,975            1997                       NAP
   121         Retail                 Free Standing                       2,850            1999                       NAP
   122         Retail                 Free Standing                       3,206            1974                       NAP
   123         Retail                 Free Standing                       2,635            1999                       NAP
   124         Retail                 Free Standing                       2,654            1969                       NAP
   125         Retail                 Free Standing                       3,200            1975                       NAP
   126         Retail                 Anchored                          233,508            1991                       NAP
   127         Retail                 Anchored                          132,145            1959                      1987
   128         Mixed Use              Retail/Office/Industrial          226,853            1918                      2001
   129         Hospitality            Limited Service                        80            1978                      1988
   130         Retail                 Anchored                          105,038            2002                       NAP
   131         Multifamily            Garden                                286            1964                       NAP
   132         Office                 Urban                              99,117            1982                      2000
   133         Retail                 Anchored                          177,160            1992                       NAP
   134         Retail                 Anchored                           91,121            1976                      1997
   135         Retail                 Free Standing                      70,910            2004                       NAP
   136         Retail                 Free Standing                      60,001            2004                       NAP
   137         Retail                 Free Standing                      61,001            2004                       NAP
   138         Retail                 Free Standing                      61,150            2004                       NAP
   139         Retail                 Anchored                           91,831            1999                       NAP
   140         Retail                 Unanchored                         56,852  1961 - 1962 / 1989 / 2003           2003
   141         Retail                 Anchored                          130,417            1990                       NAP
   142         Office                 Suburban                          170,489         1980 - 1984                   NAP
   143         Retail                 Anchored                           85,776            1979                      1990
   144         Hospitality            Limited Service                       231            1978                      1997
   145         Retail                 Anchored                          118,255            1998                       NAP
   146         Retail                 Anchored                          181,399            1983                       NAP
   147         Mixed Use              Retail/Office                      84,972     1966 / 1971 / 1973       1980 / 1983 / 1991 /
                                                                                                              1994 / 2003 - 2004
   148         Multifamily            Garden                                654         1968 / 1972                   NAP
   149         Mixed Use              Retail/Office/Multifamily          61,752         1921 / 1985                  2003
   150         Industrial             Flex                              256,637            1972                      2005
   151         Multifamily            Mid-Rise                               84            1990                      2002
   152         Office                 Suburban                          102,363            1987                       NAP
   153         Retail                 Shadow Anchored                    47,600            1984                      1999
   154         Multifamily            Garden                                194            1990                   2001 / 2002
   155         Multifamily            Garden                                146         1965 - 1969                  1998
   156         Multifamily            Garden                                375         1968 / 1972                   NAP
   157         Retail                 Anchored                           59,613            1966                      1999
   158         Industrial             Flex                               84,703            2004                       NAP
   159         Retail                 Anchored                          266,736            1966                       NAP
   160         Hospitality            Limited Service                       131            1989                      2005
   161         Self Storage           Self Storage                      118,809         1978 - 1979               1995 - 1997
   162         Retail                 Anchored                           52,453            1920                      1981
   163         Office                 Medical                            39,329            1999                       NAP
   164         Office                 Suburban                           33,684         2001 - 2002                   NAP
   165         Hospitality            Limited Service                       162            1974                       NAP
   166         Self Storage           Self Storage                      186,564         1996 / 2004                   NAP
   167         Retail                 Unanchored                         58,260            1988                       NAP
   168         Retail                 Unanchored                         54,504            1995                      2004
   169         Multifamily            Garden                                223         1950 / 1977              early 1990's
   170         Office                 Urban                              31,942            1971                       NAP
   171         Industrial             Light                             100,230            2004                       NAP
   172         Retail                 Free Standing                      52,599            1992                       NAP
   173         Retail                 Shadow Anchored                    53,387            1992                      2003
   174         Office                 Suburban                           53,652            1974                      2000
   175         Industrial             Warehouse                         100,000            2005                       NAP
   176         Retail                 Free Standing                      42,355            2000                       NAP
   177         Office                 Suburban                           24,240            1972                       NAP
   178         Retail                 Unanchored                         40,170            1985                       NAP
   179         Office                 Suburban                           44,515            1995                      2002
   180         Retail                 Shadow Anchored                    75,300            1977                      1989
   181         Office                 Suburban                           41,429            1986                      2001

   182         Retail                 Free Standing                       3,014            1988                       NAP
   183         Retail                 Free Standing                       2,915            1995                       NAP
   184         Retail                 Free Standing                       2,836            1987                       NAP
   185         Retail                 Free Standing                       3,027            1987                       NAP
   186         Retail                 Free Standing                       3,363            1988                       NAP
   187         Retail                 Free Standing                       3,172            1996                       NAP
   188         Retail                 Free Standing                       2,926            1987                       NAP
   189         Retail                 Free Standing                       2,974            1988                       NAP
   190         Retail                 Free Standing                       2,320            1974                       NAP
   191         Industrial             Flex                               64,000            1983                       NAP

   192         Retail                 Free Standing                       2,965            1979                       NAP
   193         Retail                 Free Standing                       4,042            1998                       NAP
   194         Retail                 Free Standing                       3,192            1987                       NAP
   195         Retail                 Free Standing                       3,083            1986                       NAP
   196         Retail                 Free Standing                       3,340            1989                       NAP
   197         Retail                 Free Standing                       2,510            1973                       NAP
   198         Retail                 Free Standing                       2,711            1973                       NAP
   199         Retail                 Free Standing                       2,732            1976                       NAP
   200         Retail                 Free Standing                       2,581            1969                       NAP
   201         Retail                 Free Standing                       2,679            1985                       NAP
   202         Retail                 Unanchored                         39,260            2001                       NAP
   203         Industrial             Flex                               51,264            1984                       NAP
   204         Retail                 Anchored                           18,978            1900                      2004
   205         Office                 Suburban                           36,040            1986                       NAP
   206         Retail                 Shadow Anchored                    19,293         2003 - 2004                   NAP

   207         Retail                 Shadow Anchored                    48,003  1973 - 1974 / 1980 / 1987            NAP
   208         Retail                 Shadow Anchored                    12,250     1973 / 1976 / 1987                NAP
   209         Industrial             Warehouse                          68,080            2000                   2002 - 2003
   210         Manufactured Housing   Manufactured Housing
                 Community              Community                           216            1969                      1995
   211         Self Storage           Self Storage                       81,800         1999 / 2001                   NAP
   212         Hospitality            Limited Service                       124            1989                       NAP
   213         Hospitality            Limited Service                       191            1985                       NAP
   214         Retail                 Free Standing                      95,173            1995                       NAP
   215         Office                 Suburban                           48,531            1983                   2002 / 2005
   216         Retail                 Free Standing                      58,528            1983                       NAP
   217         Self Storage           Self Storage                      181,023         2001 / 2004                   NAP
   218         Office                 Suburban                           33,248         2003 - 2005                   NAP
   219         Industrial             Light                              70,538            1975                       NAP
   220         Retail                 Unanchored                         36,724            2003                       NAP
   221         Industrial             Light                              60,060            1979                      1999
   222         Retail                 Free Standing                      16,335            2000                       NAP
   223         Retail                 Unanchored                         16,680            1961                      2005
   224         Retail                 Unanchored                         28,016            1996                       NAP
   225         Retail                 Free Standing                      13,824            2000                       NAP
   226         Multifamily            Garden                                152            1974                      2001
   227         Office                 Suburban                           25,398            1962                      2004
   228         Retail                 Free Standing                      12,739            1999                       NAP
   229         Multifamily            Garden                                110            1976                       NAP
   230         Retail                 Shadow Anchored                    32,765            2000                       NAP
   231         Office                 Suburban                           61,528            1949                      1996
   232         Multifamily            Garden                                 53         1986 / 1989                   NAP
   233         Retail                 Shadow Anchored                     9,600            2004                       NAP
   234         Retail                 Shadow Anchored                    25,258            1997                       NAP
   235         Retail                 Free Standing                      10,908            1999                       NAP
   236         Self Storage           Self Storage                       90,525         1998 - 2004                   NAP
   237         Retail                 Free Standing                      71,407            1993                       NAP
   238         Retail                 Unanchored                         23,000            1985                       NAP
   239         Industrial             Light                              57,175         1965 / 1967                   NAP
   240         Retail                 Free Standing                      10,908            2002                       NAP
   241         Self Storage           Self Storage                      101,355            1998                      2000
   242         Industrial             Warehouse                          26,875            1975                      2004
   243         Retail                 Free Standing                      15,504         2004 - 2005                   NAP
   244         Retail                 Unanchored                         18,261            2000                       NAP
   245         Self Storage           Self Storage                      101,272            1976                      2002
   246         Office                 Suburban                           14,538            2000                       NAP
   247         Multifamily            Garden                                114            1988                       NAP
   248         Retail                 Free Standing                      10,880            2001                       NAP
   249         Retail                 Unanchored                         50,775            1989                       NAP
   250         Industrial             Warehouse                          22,275            1978                      2000
   251         Self Storage           Self Storage                       72,725            1990                   2002 - 2003
   252         Office                 Suburban                           24,285            1984                      2005
   253         Retail                 Unanchored                         16,250            2004                       NAP
   254         Multifamily            Garden                                 46         1977 - 1992                   NAP
   255         Multifamily            Garden                                120            1984                   2002 - 2003
   256         Multifamily            Garden                                 24         1984 / 1986                  2003
   257         Multifamily            Garden                                118            1987                       NAP
   258         Multifamily            Garden                                100            1989                       NAP
   259         Retail                 Unanchored                          7,800         1999 / 2003                   NAP
   260         Retail                 Shadow Anchored                     8,200            2004                       NAP
   261         Retail                 Shadow Anchored                     6,302            2004                       NAP
   262         Multifamily            Garden                                 41            1995                       NAP
   263         Retail                 Shadow Anchored                     5,487            2003                       NAP
   264         Retail                 Unanchored                         28,958            1984                       NAP
   265         Industrial             Warehouse                          48,369            1998                       NAP
   266         Retail                 Shadow Anchored                    21,000         2003 / 2005                   NAP
   267         Retail                 Unanchored                          6,720            2005                       NAP

   268         Retail                 Shadow Anchored                     9,100            2004                       NAP
   269         Retail                 Shadow Anchored                     8,125            2004                       NAP
   270         Retail                 Shadow Anchored                     8,125            2004                       NAP
   271         Retail                 Anchored                           14,550            2005                       NAP
   272         Multifamily            Garden                                 75            1989                       NAP
   273         Self Storage           Self Storage                       62,740            1996                       NAP
   274         Retail                 Unanchored                          9,481            1999                       NAP
   275         Retail                 Unanchored                         11,358            2004                       NAP
   276         Retail                 Free Standing                      13,655            1999                       NAP
   277         Multifamily            Mid-Rise                               25            1878                       NAP
</TABLE>



<TABLE>

----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE   PERCENT     PERCENT LEASED                                                               RELATED
LOAN NO.  LEASED(4)     AS OF DATE(3)    SECURITY TYPE(5)     LIEN POSITION                      BORROWER LIST
----------------------------------------------------------------------------------------------------------------------------------

    1        89.1%       02/15/2005      Fee                      First                               NAP

    2        84.2%       04/26/2005      Fee                      First                               NAP
    3        95.8%       04/26/2005      Fee                      First                               NAP
    4        90.0%       04/26/2005      Fee                      First                               NAP
    5        80.0%       04/26/2005      Fee                      First                               NAP
    6        81.3%       04/26/2005      Fee                      First                               NAP
    7        71.3%       04/26/2005      Fee                      First                               NAP
    8        79.2%       04/26/2005      Fee                      First                               NAP
    9        84.1%       04/26/2005      Fee                      First                               NAP
   10        89.1%       04/26/2005      Fee                      First                               NAP
   11       100.0%       01/01/2005      Leasehold                First                               NAP
   12       100.0%       01/10/2005      Fee                      First                               NAP
   13        75.0%       04/30/2005      Fee                      First                             13, 25
   14        92.7%       01/25/2005      Fee                      First                               NAP
   15        92.5%       04/27/2005      Fee                      First                               NAP
   16        91.8%       06/10/2005      Fee                      First                               NAP
   17       100.0%       03/16/2005      Fee                      First                               NAP
   18        99.0%       06/15/2005      Fee                      First                             18, 19
   19        80.3%       06/15/2005      Fee                      First                             18, 19
   20       100.0%       01/01/2005      Fee / Leasehold          First                           20, 22, 147
   21       100.0%       06/20/2005      Fee                      First                               NAP
   22       100.0%       03/04/2005      Fee                      First                           20, 22, 147
   23       100.0%       03/14/2005      Fee                      First                               NAP
   24        98.3%       06/20/2005      Fee                      First                               NAP
   25        68.3%       04/30/2005      Fee                      First                             13, 25
   26       100.0%       07/01/2005      Fee / Leasehold          First                          26, 244, 274
   27        91.3%       05/19/2005      Fee                      First                               NAP

   28       100.0%       05/06/2005      Fee                      First                               NAP
   29       100.0%       05/06/2005      Leasehold                First                               NAP
   30       100.0%       05/06/2005      Fee                      First                               NAP
   31       100.0%       05/06/2005      Fee                      First                               NAP
   32       100.0%       05/06/2005      Fee                      First                               NAP
   33       100.0%       05/19/2005      Fee                      First                               NAP
   34       100.0%       06/09/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   35        87.0%       12/31/2004      Fee                      First                               NAP

   36       100.0%       02/28/2005      Fee                      First                               NAP
   37       100.0%       02/28/2005      Fee                      First                               NAP
   38       100.0%       02/28/2005      Fee                      First                               NAP
   39       100.0%       02/28/2005      Fee                      First                               NAP
   40       100.0%       02/28/2005      Fee                      First                               NAP
   41       100.0%       02/28/2005      Fee                      First                               NAP
   42       100.0%       02/28/2005      Fee                      First                               NAP
   43       100.0%       02/28/2005      Fee                      First                               NAP
   44       100.0%       02/28/2005      Fee                      First                               NAP
   45       100.0%       02/28/2005      Fee                      First                               NAP
   46       100.0%       02/28/2005      Fee                      First                               NAP
   47       100.0%       02/28/2005      Fee                      First                               NAP
   48       100.0%       02/28/2005      Fee                      First                               NAP
   49       100.0%       02/28/2005      Fee                      First                               NAP
   50       100.0%       02/28/2005      Fee                      First                               NAP
   51       100.0%       02/28/2005      Fee                      First                               NAP
   52       100.0%       02/28/2005      Fee                      First                               NAP
   53       100.0%       02/28/2005      Fee                      First                               NAP
   54       100.0%       02/28/2005      Fee                      First                               NAP
   55       100.0%       02/28/2005      Fee                      First                               NAP
   56       100.0%       02/28/2005      Fee                      First                               NAP
   57       100.0%       02/28/2005      Fee                      First                               NAP
   58       100.0%       02/28/2005      Fee                      First                               NAP
   59       100.0%       02/28/2005      Fee                      First                               NAP
   60       100.0%       02/28/2005      Fee                      First                               NAP
   61       100.0%       02/28/2005      Fee                      First                               NAP
   62       100.0%       02/28/2005      Fee                      First                               NAP
   63       100.0%       02/28/2005      Fee                      First                               NAP
   64       100.0%       02/28/2005      Fee                      First                               NAP
   65       100.0%       02/28/2005      Fee                      First                               NAP
   66       100.0%       02/28/2005      Fee                      First                               NAP
   67       100.0%       02/28/2005      Fee                      First                               NAP
   68       100.0%       02/28/2005      Fee                      First                               NAP
   69       100.0%       02/28/2005      Fee                      First                               NAP
   70       100.0%       02/28/2005      Fee                      First                               NAP
   71       100.0%       02/28/2005      Fee                      First                               NAP
   72       100.0%       02/28/2005      Fee                      First                               NAP
   73       100.0%       02/28/2005      Fee                      First                               NAP
   74       100.0%       02/28/2005      Fee                      First                               NAP
   75       100.0%       02/28/2005      Fee                      First                               NAP
   76       100.0%       02/28/2005      Fee                      First                               NAP
   77       100.0%       02/28/2005      Fee                      First                               NAP
   78       100.0%       02/28/2005      Fee                      First                               NAP
   79       100.0%       02/28/2005      Fee                      First                               NAP
   80       100.0%       02/28/2005      Fee                      First                               NAP
   81       100.0%       02/28/2005      Fee                      First                               NAP
   82       100.0%       02/28/2005      Fee                      First                               NAP
   83       100.0%       02/28/2005      Fee                      First                               NAP
   84       100.0%       02/28/2005      Fee                      First                               NAP
   85       100.0%       02/28/2005      Fee                      First                               NAP
   86       100.0%       02/28/2005      Fee                      First                               NAP
   87       100.0%       02/28/2005      Fee                      First                               NAP
   88       100.0%       02/28/2005      Fee                      First                               NAP
   89       100.0%       02/28/2005      Fee                      First                               NAP
   90       100.0%       02/28/2005      Fee                      First                               NAP
   91       100.0%       02/28/2005      Fee / Leasehold          First                               NAP
   92       100.0%       02/28/2005      Fee                      First                               NAP
   93       100.0%       02/28/2005      Fee                      First                               NAP
   94       100.0%       02/28/2005      Fee                      First                               NAP
   95       100.0%       02/28/2005      Fee                      First                               NAP
   96       100.0%       02/28/2005      Fee                      First                               NAP
   97       100.0%       02/28/2005      Fee                      First                               NAP
   98       100.0%       02/28/2005      Fee                      First                               NAP
   99       100.0%       02/28/2005      Fee                      First                               NAP
   100      100.0%       02/28/2005      Fee                      First                               NAP
   101      100.0%       02/28/2005      Fee                      First                               NAP
   102      100.0%       02/28/2005      Fee                      First                               NAP
   103      100.0%       02/28/2005      Fee                      First                               NAP
   104      100.0%       02/28/2005      Fee                      First                               NAP
   105      100.0%       02/28/2005      Fee                      First                               NAP
   106      100.0%       02/28/2005      Fee                      First                               NAP
   107      100.0%       02/28/2005      Fee                      First                               NAP
   108      100.0%       02/28/2005      Fee                      First                               NAP
   109      100.0%       02/28/2005      Fee                      First                               NAP
   110      100.0%       02/28/2005      Fee                      First                               NAP
   111      100.0%       02/28/2005      Fee / Leasehold          First                               NAP
   112      100.0%       02/28/2005      Fee                      First                               NAP
   113      100.0%       02/28/2005      Fee                      First                               NAP
   114      100.0%       02/28/2005      Fee                      First                               NAP
   115      100.0%       02/28/2005      Leasehold                First                               NAP
   116      100.0%       02/28/2005      Leasehold                First                               NAP
   117      100.0%       02/28/2005      Leasehold                First                               NAP
   118      100.0%       02/28/2005      Leasehold                First                               NAP
   119      100.0%       02/28/2005      Fee                      First                               NAP
   120      100.0%       02/28/2005      Leasehold                First                               NAP
   121      100.0%       02/28/2005      Leasehold                First                               NAP
   122      100.0%       02/28/2005      Fee / Leasehold          First                               NAP
   123      100.0%       02/28/2005      Leasehold                First                               NAP
   124      100.0%       02/28/2005      Fee / Leasehold          First                               NAP
   125      100.0%       02/28/2005      Fee / Leasehold          First                               NAP
   126       96.4%       04/25/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   127       92.8%       04/25/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   128       79.0%       04/26/2005      Fee                      First                               NAP
   129       73.2%       03/31/2005      Fee / Leasehold          First                               NAP
   130       99.0%       06/09/2005      Leasehold                First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   131       98.3%       04/26/2005      Fee                      First                               NAP
   132       92.0%       05/01/2005      Fee                      First                               NAP
   133       93.7%       04/25/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   134       98.1%       04/15/2005      Fee                      First                               NAP
   135      100.0%       07/01/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   136      100.0%       07/01/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   137      100.0%       07/01/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   138      100.0%       07/01/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   139      100.0%       04/25/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   140       90.9%       05/01/2005      Fee                      First                               NAP
   141       92.9%       03/01/2005      Fee                      First                               NAP
   142       84.9%       06/09/2005      Fee                      First                               NAP
   143       96.5%       04/25/2005      Fee                      First                       143, 153, 177, 234
   144       71.8%       12/31/2004      Fee                      First                       144, 165, 212, 213
   145      100.0%       05/21/2005      Leasehold                First                               NAP
   146      100.0%       03/01/2005      Fee                      First                               NAP
   147       96.8%       06/01/2005      Fee                      First                           20, 22, 147
   148       95.1%       04/01/2005      Fee                      First                            148, 156
   149      100.0%       01/26/2005      Fee                      First                               NAP
   150      100.0%       03/10/2005      Fee                      First                               NAP
   151       91.7%       04/30/2005      Fee                      First                               NAP
   152       95.9%       05/19/2005      Fee                      First                               NAP
   153       98.7%       03/31/2005      Fee                      First                       143, 153, 177, 234
   154       88.7%       02/15/2005      Fee                      First                               NAP
   155       97.3%       05/31/2005      Fee                      First                               NAP
   156       93.6%       04/01/2005      Fee                      First                            148, 156
   157      100.0%       04/08/2005      Fee                      First                               NAP
   158       96.7%       06/13/2005      Fee                      First                               NAP
   159       95.6%       03/01/2005      Fee                      First                               NAP
   160       78.5%       02/01/2005      Fee                      First                               NAP
   161       95.3%       03/10/2005      Fee                      First                               NAP
   162       95.0%       06/20/2005      Fee                      First                               NAP
   163      100.0%       03/29/2005      Fee                      First                               NAP
   164      100.0%       04/01/2005      Fee                      First                               NAP
   165       75.7%       12/31/2004      Fee                      First                       144, 165, 212, 213
   166       89.2%       05/17/2005      Fee                      First                               NAP
   167       95.4%       12/21/2004      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   168      100.0%       05/19/2005      Fee                      First                               NAP
   169       97.3%       02/20/2005      Fee                      First                               NAP
   170      100.0%       05/04/2005      Fee                      First                               NAP
   171      100.0%       01/05/2005      Fee / Leasehold          First                               NAP
   172      100.0%       07/01/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   173      100.0%       04/07/2005      Fee                      First                               NAP
   174       85.5%       06/03/2005      Fee                      First                       174, 179, 181, 218
   175      100.0%       06/03/2005      Fee                      First                               NAP
   176      100.0%       02/24/2005      Fee                      First                               NAP
   177      100.0%       01/31/2005      Fee                      First                       143, 153, 177, 234
   178      100.0%       01/04/2005      Fee                      First      34, 126, 127, 130, 133, 135 - 139, 167, 172, 178, 222
   179       96.0%       06/03/2005      Fee                      First                       174, 179, 181, 218
   180       95.5%       04/11/2005      Fee                      First                               NAP
   181      100.0%       06/03/2005      Fee                      First                       174, 179, 181, 218

   182      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   183      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   184      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   185      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   186      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   187      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   188      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   189      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   190      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   191      100.0%       04/14/2005      Fee                      First                          191, 203, 215

   192      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   193      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   194      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   195      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   196      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   197      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   198      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   199      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   200      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   201      100.0%       10/01/2004      Fee                      First                       182 -190, 192 - 201
   202      100.0%       03/31/2005      Fee                      First                               NAP
   203      100.0%       04/15/2005      Fee                      First                          191, 203, 215
   204      100.0%       04/20/2005      Fee                      First                               NAP
   205       91.3%       05/25/2005      Fee                      First                               NAP
   206       91.1%       05/20/2005      Fee                      First                               NAP

   207      100.0%       04/22/2005      Fee                      First                               NAP
   208      100.0%       04/22/2005      Fee                      First                               NAP
   209      100.0%       07/01/2005      Fee                      First                               NAP
   210       93.5%       03/01/2005      Fee                      First                               NAP
   211       63.8%       04/04/2005      Fee                      First                               NAP
   212       69.5%       12/31/2004      Fee                      First                       144, 165, 212, 213
   213       66.3%       03/31/2005      Fee                      First                       144, 165, 212, 213
   214      100.0%       07/01/2005      Fee                      First                            214, 237
   215      100.0%       05/18/2005      Fee                      First                          191, 203, 215
   216      100.0%       05/06/2005      Fee                      First                               NAP
   217       65.5%       03/31/2005      Fee                      First                               NAP
   218      100.0%       06/03/2005      Fee                      First                       174, 179, 181, 218
   219       97.5%       04/05/2005      Fee                      First                               NAP
   220       96.7%       05/18/2005      Fee                      First                               NAP
   221       91.3%       03/01/2005      Fee                      First                               NAP
   222      100.0%       05/16/2005      Fee                      First                  34, 126, 127, 130, 133, 135 -
                                                                                            139, 167, 172, 178, 222
   223       78.7%       06/22/2005      Fee                      First                               NAP
   224      100.0%       01/27/2005      Fee                      First                               NAP
   225      100.0%       06/03/2005      Fee                      First                            225, 235
   226       89.5%       03/28/2005      Fee                      First                               NAP
   227      100.0%       05/09/2005      Fee                      First                               NAP
   228      100.0%       01/31/2005      Fee                      First                               NAP
   229       99.1%       05/19/2005      Fee                      First                               NAP
   230      100.0%       03/01/2005      Fee                      First                               NAP
   231      100.0%       02/15/2005      Fee                      First                               NAP
   232       97.5%       03/03/2005      Fee                      First                               NAP
   233      100.0%       05/06/2005      Fee                      First                            233, 259
   234       94.9%       03/30/2005      Fee                      First                       143, 153, 177, 234
   235      100.0%       03/23/2005      Fee                      First                            225, 235
   236       85.5%       05/13/2005      Fee                      First                               NAP
   237      100.0%       01/01/2005      Fee                      First                            214, 237
   238       85.9%       06/01/2005      Fee                      First                               NAP
   239      100.0%       05/10/2005      Fee                      First                               NAP
   240      100.0%       07/01/2005      Fee                      First                               NAP
   241       82.7%       04/25/2005      Fee                      First                               NAP
   242      100.0%       05/03/2005      Fee                      First                               NAP
   243      100.0%       05/20/2005      Fee                      First                               NAP
   244      100.0%       07/01/2005      Fee                      First                          26, 244, 274
   245       75.5%       04/11/2005      Fee                      First                               NAP
   246       88.8%       04/11/2005      Fee                      First                               NAP
   247       80.7%       01/11/2005      Fee                      First                       247, 257, 258, 272
   248      100.0%       07/01/2005      Fee                      First                               NAP
   249       95.3%       04/25/2005      Leasehold                First                               NAP
   250      100.0%       05/06/2005      Fee                      First                               NAP
   251       82.3%       05/11/2005      Fee                      First                               NAP
   252       97.3%       03/08/2005      Fee                      First                               NAP
   253      100.0%       04/15/2005      Fee                      First                               NAP
   254      100.0%       05/09/2005      Fee                      First                               NAP
   255       95.0%       05/26/2005      Fee                      First                               NAP
   256      100.0%       05/23/2005      Fee                      First                               NAP
   257      100.0%       04/05/2005      Fee                      First                       247, 257, 258, 272
   258       90.0%       01/11/2005      Fee                      First                       247, 257, 258, 272
   259      100.0%       05/06/2005      Fee                      First                            233, 259
   260      100.0%       05/13/2005      Fee                      First                               NAP
   261      100.0%       04/15/2005      Fee                      First                               NAP
   262      100.0%       06/10/2005      Fee                      First                               NAP
   263      100.0%       05/03/2005      Fee                      First                               NAP
   264      100.0%       05/01/2005      Fee                      First                               NAP
   265      100.0%       03/07/2005      Fee                      First                               NAP
   266       75.0%       04/11/2005      Fee                      First                               NAP
   267      100.0%       04/28/2005      Fee                      First                               NAP

   268      100.0%       07/01/2005      Fee                      First                               NAP
   269      100.0%       07/01/2005      Fee                      First                               NAP
   270      100.0%       07/01/2005      Fee                      First                               NAP
   271      100.0%       07/01/2005      Fee                      First                               NAP
   272       92.0%       01/11/2005      Fee                      First                       247, 257, 258, 272
   273       79.3%       03/31/2005      Fee                      First                               NAP
   274      100.0%       06/14/2005      Fee                      First                          26, 244, 274
   275      100.0%       12/03/2004      Fee                      First                               NAP
   276      100.0%       07/01/2005      Fee                      First                               NAP
   277      100.0%       05/19/2005      Fee                      First                               NAP
</TABLE>



<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE        ORIGINAL             CUT-OFF DATE   CUT-OFF DATE BALANCE                   FIRST PAYMENT          FIRST PAYMENT
LOAN NO.         BALANCE                BALANCE(6)        PER UNIT OR SF    NOTE DATE        DATE (P&I)             DATE (IO)
-----------------------------------------------------------------------------------------------------------------------------------

    1        $85,000,000              $85,000,000                   $182    04/07/2005          NAP                 05/08/2005

    2         $5,275,259               $5,275,259                    $62    06/10/2005          NAP                 08/01/2005
    3         $5,049,782               $5,049,782                    $62    06/10/2005          NAP                 08/01/2005
    4         $4,850,371               $4,850,371                    $62    06/10/2005          NAP                 08/01/2005
    5         $4,656,174               $4,656,174                    $62    06/10/2005          NAP                 08/01/2005
    6         $4,289,284               $4,289,284                    $62    06/10/2005          NAP                 08/01/2005
    7         $3,792,713               $3,792,713                    $62    06/10/2005          NAP                 08/01/2005
    8         $3,584,179               $3,584,179                    $62    06/10/2005          NAP                 08/01/2005
    9         $1,666,317               $1,666,317                    $62    06/10/2005          NAP                 08/01/2005
   10         $1,335,921               $1,335,921                    $62    06/10/2005          NAP                 08/01/2005
   11        $34,000,000              $34,000,000                   $114    07/21/2005          NAP                 09/07/2005
   12        $28,200,000              $28,200,000                   $230    01/27/2005       03/01/2010             03/01/2005
   13        $27,540,000              $27,540,000               $107,160    04/29/2005       06/01/2007             06/01/2005
   14        $27,365,000              $27,365,000                   $102    03/09/2005          NAP                 05/01/2005
   15        $27,000,000              $27,000,000                   $198    06/16/2005       08/01/2010             08/01/2005
   16        $24,000,000              $24,000,000                $41,667    02/03/2005          NAP                 03/05/2005
   17        $22,500,000              $22,359,674                    $82    03/17/2005       05/01/2005                NAP
   18        $11,600,000              $11,600,000                    $76    06/21/2005       08/01/2007             08/01/2005
   19        $10,400,000              $10,400,000                    $76    06/21/2005       08/01/2007             08/01/2005
   20        $20,250,000              $20,250,000                   $240    05/06/2005          NAP                 07/01/2005
   21        $19,200,000              $19,200,000                    $39    06/16/2005       08/01/2007             08/01/2005
   22        $19,200,000              $19,200,000                   $244    07/01/2005          NAP                 08/01/2005
   23        $19,000,000              $19,000,000                 $1,628    04/08/2005          NAP                 06/01/2005
   24        $19,000,000              $19,000,000                $65,744    06/20/2005       08/01/2005                NAP
   25        $18,990,000              $18,990,000                $83,289    04/29/2005       06/01/2007             06/01/2005
   26        $18,250,000              $18,174,362                   $148    02/24/2005       04/01/2005                NAP
   27        $17,500,000              $17,500,000                   $142    05/19/2005       07/05/2009             07/05/2005

   28         $5,633,047               $5,621,226                    $74    05/06/2005       07/01/2005                NAP
   29         $5,557,940               $5,546,277                    $74    05/06/2005       07/01/2005                NAP
   30         $3,868,026               $3,859,909                    $74    05/06/2005       07/01/2005                NAP
   31         $2,215,665               $2,211,016                    $74    05/06/2005       07/01/2005                NAP
   32           $225,322                 $224,849                    $74    05/06/2005       07/01/2005                NAP
   33        $17,000,000              $17,000,000                   $124    06/14/2005       08/01/2005                NAP
   34        $15,675,000              $15,675,000                   $215    06/09/2005          NAP                 08/01/2005
   35        $15,000,000              $15,000,000                $81,081    04/14/2005       06/01/2010             06/01/2005

   36           $253,249                 $251,928                   $111    02/28/2005       04/01/2005                NAP
   37           $245,961                 $244,679                   $111    02/28/2005       04/01/2005                NAP
   38           $240,496                 $239,241                   $111    02/28/2005       04/01/2005                NAP
   39           $233,208                 $231,992                   $111    02/28/2005       04/01/2005                NAP
   40           $233,208                 $231,992                   $111    02/28/2005       04/01/2005                NAP
   41           $229,564                 $228,367                   $111    02/28/2005       04/01/2005                NAP
   42           $227,742                 $226,554                   $111    02/28/2005       04/01/2005                NAP
   43           $220,454                 $219,305                   $111    02/28/2005       04/01/2005                NAP
   44           $218,632                 $217,492                   $111    02/28/2005       04/01/2005                NAP
   45           $213,167                 $212,055                   $111    02/28/2005       04/01/2005                NAP
   46           $211,345                 $210,242                   $111    02/28/2005       04/01/2005                NAP
   47           $209,523                 $208,430                   $111    02/28/2005       04/01/2005                NAP
   48           $205,879                 $204,805                   $111    02/28/2005       04/01/2005                NAP
   49           $205,879                 $204,805                   $111    02/28/2005       04/01/2005                NAP
   50           $205,879                 $204,805                   $111    02/28/2005       04/01/2005                NAP
   51           $204,057                 $202,993                   $111    02/28/2005       04/01/2005                NAP
   52           $204,057                 $202,993                   $111    02/28/2005       04/01/2005                NAP
   53           $204,057                 $202,993                   $111    02/28/2005       04/01/2005                NAP
   54           $204,057                 $202,993                   $111    02/28/2005       04/01/2005                NAP
   55           $204,057                 $202,993                   $111    02/28/2005       04/01/2005                NAP
   56           $202,235                 $201,180                   $111    02/28/2005       04/01/2005                NAP
   57           $202,235                 $201,180                   $111    02/28/2005       04/01/2005                NAP
   58           $200,413                 $199,368                   $111    02/28/2005       04/01/2005                NAP
   59           $200,413                 $199,368                   $111    02/28/2005       04/01/2005                NAP
   60           $200,413                 $199,368                   $111    02/28/2005       04/01/2005                NAP
   61           $198,591                 $197,555                   $111    02/28/2005       04/01/2005                NAP
   62           $198,591                 $197,555                   $111    02/28/2005       04/01/2005                NAP
   63           $196,769                 $195,743                   $111    02/28/2005       04/01/2005                NAP
   64           $196,769                 $195,743                   $111    02/28/2005       04/01/2005                NAP
   65           $194,947                 $193,930                   $111    02/28/2005       04/01/2005                NAP
   66           $193,125                 $192,118                   $111    02/28/2005       04/01/2005                NAP
   67           $193,125                 $192,118                   $111    02/28/2005       04/01/2005                NAP
   68           $191,303                 $190,306                   $111    02/28/2005       04/01/2005                NAP
   69           $187,659                 $186,681                   $111    02/28/2005       04/01/2005                NAP
   70           $185,837                 $184,868                   $111    02/28/2005       04/01/2005                NAP
   71           $185,837                 $184,868                   $111    02/28/2005       04/01/2005                NAP
   72           $182,194                 $181,243                   $111    02/28/2005       04/01/2005                NAP
   73           $182,194                 $181,243                   $111    02/28/2005       04/01/2005                NAP
   74           $182,194                 $181,243                   $111    02/28/2005       04/01/2005                NAP
   75           $182,194                 $181,243                   $111    02/28/2005       04/01/2005                NAP
   76           $182,194                 $181,243                   $111    02/28/2005       04/01/2005                NAP
   77           $180,372                 $179,431                   $111    02/28/2005       04/01/2005                NAP
   78           $178,550                 $177,619                   $111    02/28/2005       04/01/2005                NAP
   79           $174,906                 $173,994                   $111    02/28/2005       04/01/2005                NAP
   80           $173,084                 $172,181                   $111    02/28/2005       04/01/2005                NAP
   81           $171,262                 $170,369                   $111    02/28/2005       04/01/2005                NAP
   82           $169,440                 $168,556                   $111    02/28/2005       04/01/2005                NAP
   83           $167,618                 $166,744                   $111    02/28/2005       04/01/2005                NAP
   84           $167,618                 $166,744                   $111    02/28/2005       04/01/2005                NAP
   85           $165,796                 $164,932                   $111    02/28/2005       04/01/2005                NAP
   86           $165,796                 $164,932                   $111    02/28/2005       04/01/2005                NAP
   87           $165,796                 $164,932                   $111    02/28/2005       04/01/2005                NAP
   88           $165,796                 $164,932                   $111    02/28/2005       04/01/2005                NAP
   89           $165,796                 $164,932                   $111    02/28/2005       04/01/2005                NAP
   90           $163,974                 $163,119                   $111    02/28/2005       04/01/2005                NAP
   91           $162,152                 $161,307                   $111    02/28/2005       04/01/2005                NAP
   92           $162,152                 $161,307                   $111    02/28/2005       04/01/2005                NAP
   93           $158,508                 $157,682                   $111    02/28/2005       04/01/2005                NAP
   94           $158,508                 $157,682                   $111    02/28/2005       04/01/2005                NAP
   95           $156,687                 $155,869                   $111    02/28/2005       04/01/2005                NAP
   96           $154,865                 $154,057                   $111    02/28/2005       04/01/2005                NAP
   97           $153,043                 $152,244                   $111    02/28/2005       04/01/2005                NAP
   98           $151,221                 $150,432                   $111    02/28/2005       04/01/2005                NAP
   99           $151,221                 $150,432                   $111    02/28/2005       04/01/2005                NAP
   100          $149,399                 $148,620                   $111    02/28/2005       04/01/2005                NAP
   101          $147,577                 $146,807                   $111    02/28/2005       04/01/2005                NAP
   102          $147,577                 $146,807                   $111    02/28/2005       04/01/2005                NAP
   103          $147,577                 $146,807                   $111    02/28/2005       04/01/2005                NAP
   104          $147,577                 $146,807                   $111    02/28/2005       04/01/2005                NAP
   105          $143,933                 $143,182                   $111    02/28/2005       04/01/2005                NAP
   106          $143,933                 $143,182                   $111    02/28/2005       04/01/2005                NAP
   107          $143,933                 $143,182                   $111    02/28/2005       04/01/2005                NAP
   108          $143,933                 $143,182                   $111    02/28/2005       04/01/2005                NAP
   109          $140,289                 $139,557                   $111    02/28/2005       04/01/2005                NAP
   110          $133,001                 $132,308                   $111    02/28/2005       04/01/2005                NAP
   111          $131,179                 $130,495                   $111    02/28/2005       04/01/2005                NAP
   112          $123,892                 $123,246                   $111    02/28/2005       04/01/2005                NAP
   113          $122,070                 $121,433                   $111    02/28/2005       04/01/2005                NAP
   114          $112,960                 $112,371                   $111    02/28/2005       04/01/2005                NAP
   115           $96,563                  $96,059                   $111    02/28/2005       04/01/2005                NAP
   116           $87,453                  $86,997                   $111    02/28/2005       04/01/2005                NAP
   117           $85,631                  $85,184                   $111    02/28/2005       04/01/2005                NAP
   118           $83,809                  $83,372                   $111    02/28/2005       04/01/2005                NAP
   119           $78,343                  $77,935                   $111    02/28/2005       04/01/2005                NAP
   120           $78,343                  $77,935                   $111    02/28/2005       04/01/2005                NAP
   121           $67,412                  $67,060                   $111    02/28/2005       04/01/2005                NAP
   122           $60,124                  $59,810                   $111    02/28/2005       04/01/2005                NAP
   123           $45,548                  $45,311                   $111    02/28/2005       04/01/2005                NAP
   124           $36,439                  $36,249                   $111    02/28/2005       04/01/2005                NAP
   125            $3,644                   $3,625                   $111    02/28/2005       04/01/2005                NAP
   126       $11,125,000              $11,125,000                    $40    03/17/2005          NAP                 05/01/2005
   127        $3,610,000               $3,610,000                    $40    03/17/2005          NAP                 05/01/2005
   128       $14,650,000              $14,650,000                    $65    06/20/2005       08/01/2005                NAP
   129       $13,300,000              $13,285,982               $166,075    06/01/2005       07/01/2005                NAP
   130       $13,127,500              $13,127,500                   $125    06/09/2005          NAP                 08/01/2005
   131       $12,880,000              $12,880,000                $45,035    06/30/2005       08/01/2010             08/01/2005
   132       $12,650,000              $12,650,000                   $128    06/14/2005       08/01/2010             08/01/2005
   133       $12,050,000              $12,050,000                    $68    03/14/2005          NAP                 05/01/2005
   134       $12,000,000              $11,973,784                   $131    04/13/2005       06/01/2005                NAP
   135        $3,933,000               $3,933,000                    $47    02/24/2005          NAP                 04/01/2005
   136        $2,920,000               $2,920,000                    $47    08/04/2004          NAP                 10/01/2004
   137        $2,775,000               $2,775,000                    $47    11/01/2004          NAP                 12/01/2004
   138        $2,337,500               $2,337,500                    $47    12/02/2004          NAP                 02/01/2005
   139       $11,640,000              $11,640,000                   $127    03/14/2005          NAP                 05/01/2005
   140       $11,500,000              $11,500,000                   $202    06/01/2005       07/01/2007             07/01/2005
   141       $11,500,000              $11,457,226                    $88    05/16/2005       07/01/2005                NAP
   142       $11,400,000              $11,400,000                    $67    06/09/2005       08/01/2005                NAP
   143       $11,250,000              $11,250,000                   $131    06/09/2005       08/01/2010             08/01/2005
   144       $11,200,000              $11,183,813                $48,415    05/12/2005       07/01/2005                NAP
   145       $11,000,000              $10,988,667                    $93    05/26/2005       07/01/2005                NAP
   146       $10,800,000              $10,680,192                    $59    03/16/2005       05/01/2005                NAP
   147       $10,500,000              $10,500,000                   $124    02/04/2005          NAP                 04/01/2005
   148       $10,400,000              $10,400,000                $15,902    06/01/2005       07/01/2015             07/01/2005
   149       $10,000,000               $9,979,395                   $162    04/21/2005       06/01/2005                NAP
   150       $10,000,000               $9,963,803                    $39    03/10/2005       05/01/2005                NAP
   151        $9,500,000               $9,487,950               $112,952    05/10/2005       07/01/2005                NAP
   152        $9,400,000               $9,389,731                    $92    05/19/2005       07/01/2005                NAP
   153        $9,300,000               $9,300,000                   $195    03/31/2005       05/01/2010             05/01/2005
   154        $9,000,000               $9,000,000                $46,392    04/28/2005       06/08/2010             06/08/2005
   155        $8,500,000               $8,489,916                $58,150    05/31/2005       07/01/2005                NAP
   156        $8,350,000               $8,350,000                $22,267    06/01/2005       07/01/2015             07/01/2005
   157        $8,000,000               $8,000,000                   $134    05/23/2005       07/01/2008             07/01/2005
   158        $8,000,000               $8,000,000                    $94    06/13/2005       08/01/2008             08/01/2005
   159        $8,000,000               $8,000,000                    $30    07/01/2005       08/01/2005                NAP
   160        $7,500,000               $7,500,000                $57,252    07/01/2005       08/01/2005                NAP
   161        $7,000,000               $7,000,000                    $59    04/29/2005       06/01/2006             06/01/2005
   162        $7,000,000               $6,988,362                   $133    05/23/2005       07/01/2005                NAP
   163        $7,000,000               $6,979,352                   $177    03/29/2005       05/01/2005                NAP
   164        $6,900,000               $6,884,894                   $204    04/15/2005       06/01/2005                NAP
   165        $6,600,000               $6,590,461                $40,682    05/12/2005       07/01/2005                NAP
   166        $6,575,000               $6,575,000                    $35    05/26/2005       08/01/2005                NAP
   167        $6,425,000               $6,425,000                   $110    03/14/2005          NAP                 05/01/2005
   168        $6,275,000               $6,268,424                   $115    05/20/2005       07/01/2005                NAP
   169        $6,050,000               $6,036,880                $27,071    04/15/2005       06/01/2005                NAP
   170        $6,000,000               $6,000,000                   $188    06/15/2005       08/01/2005                NAP
   171        $6,000,000               $5,948,177                    $59    02/09/2005       04/01/2005                NAP
   172        $5,750,000               $5,737,419                   $109    04/21/2005       06/01/2005                NAP
   173        $5,725,000               $5,708,458                   $107    04/13/2005       06/01/2005                NAP
   174        $5,700,000               $5,700,000                   $106    06/02/2005       08/01/2006             08/01/2005
   175        $5,500,000               $5,500,000                    $55    06/09/2005       08/01/2005                NAP
   176        $5,500,000               $5,491,342                   $130    05/27/2005       07/01/2005                NAP
   177        $5,500,000               $5,489,147                   $226    04/29/2005       06/01/2005                NAP
   178        $5,265,000               $5,265,000                   $131    03/14/2005          NAP                 05/01/2005
   179        $5,250,000               $5,250,000                   $118    06/02/2005       08/01/2006             08/01/2005
   180        $5,200,000               $5,200,000                    $69    05/31/2005       08/01/2005                NAP
   181        $5,062,500               $5,062,500                   $122    06/02/2005       08/01/2007             08/01/2005

   182          $647,000                 $647,000                   $186    10/01/2004       11/01/2006             11/01/2004
   183          $606,000                 $606,000                   $186    10/01/2004       11/01/2006             11/01/2004
   184          $583,000                 $583,000                   $186    10/01/2004       11/01/2006             11/01/2004
   185          $564,000                 $564,000                   $186    10/01/2004       11/01/2006             11/01/2004
   186          $543,000                 $543,000                   $186    10/01/2004       11/01/2006             11/01/2004
   187          $525,000                 $525,000                   $186    10/01/2004       11/01/2006             11/01/2004
   188          $525,000                 $525,000                   $186    10/01/2004       11/01/2006             11/01/2004
   189          $487,000                 $487,000                   $186    10/01/2004       11/01/2006             11/01/2004
   190          $449,000                 $449,000                   $186    10/01/2004       11/01/2006             11/01/2004
   191        $4,928,000               $4,922,865                    $77    05/18/2005       07/01/2005                NAP

   192          $626,000                 $626,000                   $159    10/01/2004       11/01/2006             11/01/2004
   193          $555,000                 $555,000                   $159    10/01/2004       11/01/2006             11/01/2004
   194          $555,000                 $555,000                   $159    10/01/2004       11/01/2006             11/01/2004
   195          $529,000                 $529,000                   $159    10/01/2004       11/01/2006             11/01/2004
   196          $503,000                 $503,000                   $159    10/01/2004       11/01/2006             11/01/2004
   197          $445,000                 $445,000                   $159    10/01/2004       11/01/2006             11/01/2004
   198          $431,000                 $431,000                   $159    10/01/2004       11/01/2006             11/01/2004
   199          $413,000                 $413,000                   $159    10/01/2004       11/01/2006             11/01/2004
   200          $368,000                 $368,000                   $159    10/01/2004       11/01/2006             11/01/2004
   201          $320,000                 $320,000                   $159    10/01/2004       11/01/2006             11/01/2004
   202        $4,750,000               $4,744,917                   $121    05/13/2005       07/01/2005                NAP
   203        $4,520,000               $4,511,284                    $88    04/27/2005       06/01/2005                NAP
   204        $4,500,000               $4,500,000                   $237    06/09/2005       08/01/2005                NAP
   205        $4,500,000               $4,495,416                   $125    05/25/2005       07/01/2005                NAP
   206        $4,500,000               $4,495,364                   $233    05/20/2005       07/01/2005                NAP

   207        $2,365,000               $2,365,000                    $69    05/05/2005          NAP                 07/01/2005
   208        $1,800,000               $1,800,000                    $69    05/05/2005          NAP                 07/01/2005
   209        $4,100,000               $4,088,210                    $60    04/07/2005       06/01/2005                NAP
   210        $4,000,000               $4,000,000                $18,519    04/13/2005       05/01/2006             06/01/2005
   211        $4,000,000               $3,993,694                    $49    05/09/2005       07/01/2005                NAP
   212        $3,947,250               $3,941,545                $31,787    05/12/2005       07/01/2005                NAP
   213        $3,820,000               $3,814,479                $19,971    05/12/2005       07/01/2005                NAP
   214        $3,800,000               $3,784,658                    $40    03/01/2005       04/01/2005                NAP
   215        $3,700,000               $3,696,130                    $76    05/23/2005       07/01/2005                NAP
   216        $3,680,000               $3,680,000                    $63    05/10/2005       06/01/2008             07/01/2005
   217        $3,660,000               $3,604,874                    $20    07/26/2004       09/01/2004                NAP
   218        $3,600,000               $3,600,000                   $108    06/02/2005       08/01/2006             08/01/2005
   219        $3,500,000               $3,500,000                    $50    05/25/2005       08/01/2005                NAP
   220        $3,452,000               $3,446,903                    $94    05/24/2005       07/01/2005                NAP
   221        $3,350,000               $3,346,333                    $56    05/20/2005       07/01/2005                NAP
   222        $3,217,500               $3,217,500                   $197    05/16/2005          NAP                 07/01/2005
   223        $3,175,000               $3,175,000                   $190    06/27/2005       08/01/2005                NAP
   224        $3,150,000               $3,143,544                   $112    04/19/2005       06/01/2005                NAP
   225        $3,125,000               $3,125,000                   $226    06/20/2005       08/01/2005                NAP
   226        $3,100,000               $3,090,531                $20,332    04/14/2005       06/01/2005                NAP
   227        $3,100,000               $3,088,991                   $122    05/13/2005       07/03/2005                NAP
   228        $3,050,000               $3,036,658                   $238    03/03/2005       05/01/2005                NAP
   229        $3,000,000               $2,996,698                $27,243    05/19/2005       07/01/2005                NAP
   230        $3,000,000               $2,994,253                    $91    04/15/2005       06/01/2005                NAP
   231        $3,000,000               $2,993,779                    $49    05/03/2005       07/01/2005                NAP
   232        $2,900,000               $2,893,257                $54,590    05/09/2005       07/01/2005                NAP
   233        $2,850,000               $2,839,904                   $296    04/06/2005       07/01/2005                NAP
   234        $2,800,000               $2,800,000                   $111    06/02/2005       08/01/2008             08/01/2005
   235        $2,735,000               $2,730,710                   $250    05/23/2005       07/01/2005                NAP
   236        $2,700,000               $2,700,000                    $30    06/02/2005       08/01/2005                NAP
   237        $2,700,000               $2,673,665                    $37    01/25/2005       03/01/2005                NAP
   238        $2,600,000               $2,597,092                   $113    05/02/2005       07/01/2005                NAP
   239        $2,600,000               $2,596,178                    $45    05/10/2005       07/01/2005                NAP
   240        $2,600,000               $2,594,928                   $238    04/20/2005       06/01/2005                NAP
   241        $2,555,000               $2,552,353                    $25    05/11/2005       07/01/2005                NAP
   242        $2,500,000               $2,500,000                    $93    05/26/2005       08/01/2005                NAP
   243        $2,500,000               $2,494,388                   $161    05/24/2005       07/01/2005                NAP
   244        $2,450,000               $2,442,893                   $134    03/24/2005       05/01/2005                NAP
   245        $2,350,000               $2,343,139                    $23    04/18/2005       06/01/2005                NAP
   246        $2,250,000               $2,245,661                   $154    04/07/2005       06/01/2005                NAP
   247        $2,150,000               $2,140,365                $18,775    02/09/2005       04/01/2005                NAP
   248        $2,070,000               $2,057,801                   $189    01/27/2005       03/01/2005                NAP
   249        $2,000,000               $2,000,000                    $39    06/08/2005       08/01/2005                NAP
   250        $2,000,000               $1,997,920                    $90    05/06/2005       07/01/2005                NAP
   251        $2,000,000               $1,997,844                    $27    05/11/2005       07/01/2005                NAP
   252        $1,950,000               $1,950,000                    $80    04/22/2005       07/01/2007             07/01/2005
   253        $1,925,000               $1,923,009                   $118    04/15/2005       07/01/2005                NAP
   254        $1,920,000               $1,918,078                $41,697    05/09/2005       07/01/2005                NAP
   255        $1,750,000               $1,750,000                $14,583    06/01/2005       08/01/2005                NAP
   256        $1,700,000               $1,700,000                $70,833    05/23/2005       07/01/2006             07/01/2005
   257        $1,700,000               $1,692,382                $14,342    02/09/2005       04/01/2005                NAP
   258        $1,650,000               $1,642,606                $16,426    02/09/2005       04/01/2005                NAP
   259        $1,645,000               $1,640,214                   $210    04/06/2005       07/01/2005                NAP
   260        $1,600,000               $1,598,373                   $195    05/16/2005       07/01/2005                NAP
   261        $1,500,000               $1,493,595                   $237    04/18/2005       06/01/2005                NAP
   262        $1,480,000               $1,480,000                $36,098    06/10/2005       08/01/2005                NAP
   263        $1,430,000               $1,428,521                   $260    05/09/2005       07/01/2005                NAP
   264        $1,410,000               $1,408,427                    $49    05/03/2005       07/01/2005                NAP
   265        $1,400,000               $1,398,485                    $29    05/09/2005       07/01/2005                NAP
   266        $1,400,000               $1,382,473                    $66    04/13/2005       06/01/2005                NAP
   267        $1,330,000               $1,328,619                   $198    04/15/2005       07/01/2005                NAP

   268          $464,690                 $464,690                    $52    06/15/2005       08/01/2005                NAP
   269          $442,860                 $442,860                    $52    06/15/2005       08/01/2005                NAP
   270          $417,450                 $417,450                    $52    06/15/2005       08/01/2005                NAP
   271        $1,300,000               $1,300,000                    $89    05/27/2005       08/01/2005                NAP
   272        $1,300,000               $1,294,174                $17,256    02/09/2005       04/01/2005                NAP
   273        $1,200,000               $1,200,000                    $19    05/19/2005       08/01/2005                NAP
   274        $1,200,000               $1,196,519                   $126    03/24/2005       05/01/2005                NAP
   275        $1,200,000               $1,192,422                   $105    11/18/2004       02/01/2005                NAP
   276        $1,070,000               $1,062,981                    $78    03/11/2005       05/01/2005                NAP
   277          $850,000                 $849,186                $33,967    05/19/2005       07/01/2005                NAP

          $1,229,654,250           $1,228,438,747
</TABLE>



<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
MORTGAGE                   GRACE               LOCKBOX          LOCKBOX      ORIGINAL TERM    REMAINING TERM         ORIGINAL
LOAN NO.  MATURITY DATE  PERIOD(7)  ARD LOAN    STATUS           TYPE          TO MATURITY     TO MATURITY        AMORT. TERM(8)
------------------------------------------------------------------------------------------------------------------------------------

    1       04/08/2015       0         No      In-Place          Hard             120              117                  IO

    2       07/01/2015       5         No        NAP              NAP             120              120                  IO
    3       07/01/2015       5         No        NAP              NAP             120              120                  IO
    4       07/01/2015       5         No        NAP              NAP             120              120                  IO
    5       07/01/2015       5         No        NAP              NAP             120              120                  IO
    6       07/01/2015       5         No        NAP              NAP             120              120                  IO
    7       07/01/2015       5         No        NAP              NAP             120              120                  IO
    8       07/01/2015       5         No        NAP              NAP             120              120                  IO
    9       07/01/2015       5         No        NAP              NAP             120              120                  IO
   10       07/01/2015       5         No        NAP              NAP             120              120                  IO
   11       08/07/2015       0         No      In-Place          Hard             120              120                  IO
   12       02/01/2015       0         No     Springing          Hard             120              115                 360
   13       05/01/2015       5         No      In-Place          Hard             120              118                 300
   14       04/01/2015       0         No      In-Place          Hard             120              117                  IO
   15       07/01/2015       0         No        NAP              NAP             120              120                 360
   16       02/05/2012       0         No        NAP              NAP              84               79                  IO
   17       10/01/2011       5        Yes      In-Place          Hard              78               75                 266
   18       07/01/2015       0         No        NAP              NAP             120              120                 360
   19       07/01/2015       0         No        NAP              NAP             120              120                 360
   20       06/01/2015       5         No        NAP              NAP             120              119                  IO
   21       07/01/2015       0         No        NAP              NAP             120              120                 360
   22       05/01/2015       5         No        NAP              NAP             118              118                  IO
   23       05/01/2015       0         No        NAP              NAP             120              118                  IO
   24       07/01/2015       5         No        NAP              NAP             120              120                 254
   25       05/01/2015       5         No      In-Place          Hard             120              118                 300
   26       03/01/2020       5         No        NAP              NAP             180              176                 360
   27       06/05/2015       0         No        NAP              NAP             120              119                 360

   28       06/01/2025       5         No     Springing          Hard             240              239                 240
   29       06/01/2025       5         No     Springing          Hard             240              239                 240
   30       06/01/2025       5         No     Springing          Hard             240              239                 240
   31       06/01/2025       5         No     Springing          Hard             240              239                 240
   32       06/01/2025       5         No     Springing          Hard             240              239                 240
   33       07/01/2020       5         No        NAP              NAP             180              180                 180
   34       07/01/2010       0         No        NAP              NAP              60               60                  IO
   35       05/01/2015       5         No        NAP              NAP             120              118                 360

   36       03/01/2015       5         No      In-Place          Hard             120              116                 300
   37       03/01/2015       5         No      In-Place          Hard             120              116                 300
   38       03/01/2015       5         No      In-Place          Hard             120              116                 300
   39       03/01/2015       5         No      In-Place          Hard             120              116                 300
   40       03/01/2015       5         No      In-Place          Hard             120              116                 300
   41       03/01/2015       5         No      In-Place          Hard             120              116                 300
   42       03/01/2015       5         No      In-Place          Hard             120              116                 300
   43       03/01/2015       5         No      In-Place          Hard             120              116                 300
   44       03/01/2015       5         No      In-Place          Hard             120              116                 300
   45       03/01/2015       5         No      In-Place          Hard             120              116                 300
   46       03/01/2015       5         No      In-Place          Hard             120              116                 300
   47       03/01/2015       5         No      In-Place          Hard             120              116                 300
   48       03/01/2015       5         No      In-Place          Hard             120              116                 300
   49       03/01/2015       5         No      In-Place          Hard             120              116                 300
   50       03/01/2015       5         No      In-Place          Hard             120              116                 300
   51       03/01/2015       5         No      In-Place          Hard             120              116                 300
   52       03/01/2015       5         No      In-Place          Hard             120              116                 300
   53       03/01/2015       5         No      In-Place          Hard             120              116                 300
   54       03/01/2015       5         No      In-Place          Hard             120              116                 300
   55       03/01/2015       5         No      In-Place          Hard             120              116                 300
   56       03/01/2015       5         No      In-Place          Hard             120              116                 300
   57       03/01/2015       5         No      In-Place          Hard             120              116                 300
   58       03/01/2015       5         No      In-Place          Hard             120              116                 300
   59       03/01/2015       5         No      In-Place          Hard             120              116                 300
   60       03/01/2015       5         No      In-Place          Hard             120              116                 300
   61       03/01/2015       5         No      In-Place          Hard             120              116                 300
   62       03/01/2015       5         No      In-Place          Hard             120              116                 300
   63       03/01/2015       5         No      In-Place          Hard             120              116                 300
   64       03/01/2015       5         No      In-Place          Hard             120              116                 300
   65       03/01/2015       5         No      In-Place          Hard             120              116                 300
   66       03/01/2015       5         No      In-Place          Hard             120              116                 300
   67       03/01/2015       5         No      In-Place          Hard             120              116                 300
   68       03/01/2015       5         No      In-Place          Hard             120              116                 300
   69       03/01/2015       5         No      In-Place          Hard             120              116                 300
   70       03/01/2015       5         No      In-Place          Hard             120              116                 300
   71       03/01/2015       5         No      In-Place          Hard             120              116                 300
   72       03/01/2015       5         No      In-Place          Hard             120              116                 300
   73       03/01/2015       5         No      In-Place          Hard             120              116                 300
   74       03/01/2015       5         No      In-Place          Hard             120              116                 300
   75       03/01/2015       5         No      In-Place          Hard             120              116                 300
   76       03/01/2015       5         No      In-Place          Hard             120              116                 300
   77       03/01/2015       5         No      In-Place          Hard             120              116                 300
   78       03/01/2015       5         No      In-Place          Hard             120              116                 300
   79       03/01/2015       5         No      In-Place          Hard             120              116                 300
   80       03/01/2015       5         No      In-Place          Hard             120              116                 300
   81       03/01/2015       5         No      In-Place          Hard             120              116                 300
   82       03/01/2015       5         No      In-Place          Hard             120              116                 300
   83       03/01/2015       5         No      In-Place          Hard             120              116                 300
   84       03/01/2015       5         No      In-Place          Hard             120              116                 300
   85       03/01/2015       5         No      In-Place          Hard             120              116                 300
   86       03/01/2015       5         No      In-Place          Hard             120              116                 300
   87       03/01/2015       5         No      In-Place          Hard             120              116                 300
   88       03/01/2015       5         No      In-Place          Hard             120              116                 300
   89       03/01/2015       5         No      In-Place          Hard             120              116                 300
   90       03/01/2015       5         No      In-Place          Hard             120              116                 300
   91       03/01/2015       5         No      In-Place          Hard             120              116                 300
   92       03/01/2015       5         No      In-Place          Hard             120              116                 300
   93       03/01/2015       5         No      In-Place          Hard             120              116                 300
   94       03/01/2015       5         No      In-Place          Hard             120              116                 300
   95       03/01/2015       5         No      In-Place          Hard             120              116                 300
   96       03/01/2015       5         No      In-Place          Hard             120              116                 300
   97       03/01/2015       5         No      In-Place          Hard             120              116                 300
   98       03/01/2015       5         No      In-Place          Hard             120              116                 300
   99       03/01/2015       5         No      In-Place          Hard             120              116                 300
   100      03/01/2015       5         No      In-Place          Hard             120              116                 300
   101      03/01/2015       5         No      In-Place          Hard             120              116                 300
   102      03/01/2015       5         No      In-Place          Hard             120              116                 300
   103      03/01/2015       5         No      In-Place          Hard             120              116                 300
   104      03/01/2015       5         No      In-Place          Hard             120              116                 300
   105      03/01/2015       5         No      In-Place          Hard             120              116                 300
   106      03/01/2015       5         No      In-Place          Hard             120              116                 300
   107      03/01/2015       5         No      In-Place          Hard             120              116                 300
   108      03/01/2015       5         No      In-Place          Hard             120              116                 300
   109      03/01/2015       5         No      In-Place          Hard             120              116                 300
   110      03/01/2015       5         No      In-Place          Hard             120              116                 300
   111      03/01/2015       5         No      In-Place          Hard             120              116                 300
   112      03/01/2015       5         No      In-Place          Hard             120              116                 300
   113      03/01/2015       5         No      In-Place          Hard             120              116                 300
   114      03/01/2015       5         No      In-Place          Hard             120              116                 300
   115      03/01/2015       5         No      In-Place          Hard             120              116                 300
   116      03/01/2015       5         No      In-Place          Hard             120              116                 300
   117      03/01/2015       5         No      In-Place          Hard             120              116                 300
   118      03/01/2015       5         No      In-Place          Hard             120              116                 300
   119      03/01/2015       5         No      In-Place          Hard             120              116                 300
   120      03/01/2015       5         No      In-Place          Hard             120              116                 300
   121      03/01/2015       5         No      In-Place          Hard             120              116                 300
   122      03/01/2015       5         No      In-Place          Hard             120              116                 300
   123      03/01/2015       5         No      In-Place          Hard             120              116                 300
   124      03/01/2015       5         No      In-Place          Hard             120              116                 300
   125      03/01/2015       5         No      In-Place          Hard             120              116                 300
   126      04/01/2010       5         No        NAP              NAP              60               57                  IO
   127      04/01/2010       5         No        NAP              NAP              60               57                  IO
   128      07/01/2015       5         No        NAP              NAP             120              120                 360
   129      06/01/2015       5         No     Springing          Hard             120              119                 360
   130      07/01/2010       0         No        NAP              NAP              60               60                  IO
   131      07/01/2020       5        Yes      In-Place  Soft, Springing Hard     180              180                 360
   132      07/01/2015       5         No      In-Place          Hard             120              120                 360
   133      04/01/2010       5         No        NAP              NAP              60               57                  IO
   134      05/01/2015       5         No      In-Place          Soft             120              118                 360
   135      03/01/2010       5         No        NAP              NAP              60               56                  IO
   136      03/01/2010       5         No        NAP              NAP              66               56                  IO
   137      03/01/2010       5         No        NAP              NAP              64               56                  IO
   138      03/01/2010       5         No        NAP              NAP              62               56                  IO
   139      04/01/2010       5         No        NAP              NAP              60               57                  IO
   140      06/01/2015       5         No        NAP              NAP             120              119                 360
   141      06/01/2020       5         No        NAP              NAP             180              179                 180
   142      07/01/2015       0         No        NAP              NAP             120              120                 360
   143      07/01/2020       5         No      In-Place          Hard             180              180                 360
   144      06/01/2015       5         No     Springing          Hard             120              119                 300
   145      06/01/2020       5         No        NAP              NAP             180              179                 360
   146      04/01/2015       5         No        NAP              NAP             120              117                 180
   147      03/01/2015       5         No        NAP              NAP             120              116                  IO
   148      06/01/2020       5         No        NAP              NAP             180              179                 360
   149      05/01/2015       0         No        NAP              NAP             120              118                 360
   150      04/01/2015       5         No        NAP              NAP             120              117                 360
   151      06/01/2015       5         No        NAP              NAP             120              119                 330
   152      06/01/2015       5         No     Springing          Hard             120              119                 360
   153      04/01/2020       5         No        NAP              NAP             180              177                 360
   154      05/08/2015       0         No        NAP              NAP             120              118                 360
   155      06/01/2015       5         No        NAP              NAP             120              119                 360
   156      06/01/2020       5         No        NAP              NAP             180              179                 360
   157      06/01/2015       5         No        NAP              NAP             120              119                 360
   158      07/01/2015       0         No        NAP              NAP             120              120                 360
   159      07/01/2015       5         No        NAP              NAP             120              120                 360
   160      07/01/2015       5         No        NAP              NAP             120              120                 300
   161      05/01/2015       5         No        NAP              NAP             120              118                 360
   162      06/01/2015       5         No        NAP              NAP             120              119                 300
   163      04/01/2015       5         No        NAP              NAP             120              117                 360
   164      05/01/2015       5         No        NAP              NAP             120              118                 360
   165      06/01/2015       5         No     Springing          Hard             120              119                 300
   166      07/01/2015       5         No        NAP              NAP             120              120                 360
   167      04/01/2010       5         No        NAP              NAP              60               57                  IO
   168      06/01/2015       5         No        NAP              NAP             120              119                 360
   169      05/01/2015       5         No        NAP              NAP             120              118                 360
   170      07/01/2015       0         No        NAP              NAP             120              120                 360
   171      03/01/2015       5         No     Springing          Hard             120              116                 240
   172      05/01/2015       5         No        NAP              NAP             120              118                 360
   173      05/01/2015       5         No        NAP              NAP             120              118                 300
   174      07/01/2015       0         No        NAP              NAP             120              120                 360
   175      07/01/2015       0        Yes        NAP              NAP             120              120                 360
   176      06/01/2015       0         No     Springing          Hard             120              119                 300
   177      05/01/2015       5         No        NAP              NAP             120              118                 360
   178      04/01/2010       5         No        NAP              NAP              60               57                  IO
   179      07/01/2015       0         No        NAP              NAP             120              120                 360
   180      07/01/2015       5         No        NAP              NAP             120              120                 300
   181      07/01/2015       0         No        NAP              NAP             120              120                 360

   182      10/01/2014       5         No      In-Place          Hard             120              111                 300
   183      10/01/2014       5         No      In-Place          Hard             120              111                 300
   184      10/01/2014       5         No      In-Place          Hard             120              111                 300
   185      10/01/2014       5         No      In-Place          Hard             120              111                 300
   186      10/01/2014       5         No      In-Place          Hard             120              111                 300
   187      10/01/2014       5         No      In-Place          Hard             120              111                 300
   188      10/01/2014       5         No      In-Place          Hard             120              111                 300
   189      10/01/2014       5         No      In-Place          Hard             120              111                 300
   190      10/01/2014       5         No      In-Place          Hard             120              111                 300
   191      06/01/2015       0         No        NAP              NAP             120              119                 360

   192      10/01/2014       5         No      In-Place          Hard             120              111                 300
   193      10/01/2014       5         No      In-Place          Hard             120              111                 300
   194      10/01/2014       5         No      In-Place          Hard             120              111                 300
   195      10/01/2014       5         No      In-Place          Hard             120              111                 300
   196      10/01/2014       5         No      In-Place          Hard             120              111                 300
   197      10/01/2014       5         No      In-Place          Hard             120              111                 300
   198      10/01/2014       5         No      In-Place          Hard             120              111                 300
   199      10/01/2014       5         No      In-Place          Hard             120              111                 300
   200      10/01/2014       5         No      In-Place          Hard             120              111                 300
   201      10/01/2014       5         No      In-Place          Hard             120              111                 300
   202      06/01/2015       5         No        NAP              NAP             120              119                 360
   203      05/01/2015       0         No        NAP              NAP             120              118                 360
   204      07/01/2015       5         No        NAP              NAP             120              120                 360
   205      06/01/2015       0         No        NAP              NAP             120              119                 360
   206      06/01/2015       0         No        NAP              NAP             120              119                 360

   207      06/01/2015       5         No        NAP              NAP             120              119                  IO
   208      06/01/2015       5         No        NAP              NAP             120              119                  IO
   209      05/01/2015       5        Yes      In-Place          Hard             120              118                 300
   210      05/01/2015       5         No        NAP              NAP             120              118                 360
   211      06/01/2015       5         No        NAP              NAP             120              119                 300
   212      06/01/2015       5         No     Springing          Hard             120              119                 300
   213      06/01/2015       5         No     Springing          Hard             120              119                 300
   214      03/01/2015       5        Yes     Springing          Hard             120              116                 360
   215      06/01/2015       0         No        NAP              NAP             120              119                 360
   216      06/01/2015       0         No        NAP              NAP             120              119                 360
   217      08/01/2014       5         No        NAP              NAP             120              109                 300
   218      07/01/2015       0         No        NAP              NAP             120              120                 360
   219      07/01/2015       5         No        NAP              NAP             120              120                 360
   220      06/01/2015       5         No        NAP              NAP             120              119                 300
   221      06/01/2015       5         No        NAP              NAP             120              119                 360
   222      06/01/2010       0         No        NAP              NAP              60               59                  IO
   223      07/01/2015       5         No        NAP              NAP             120              120                 360
   224      05/01/2015       5         No        NAP              NAP             120              118                 360
   225      07/01/2015       5        Yes      In-Place          Hard             120              120                 300
   226      05/01/2015       5         No        NAP              NAP             120              118                 300
   227      06/03/2015       0         No        NAP              NAP             120              119                 180
   228      04/01/2015       5        Yes     Springing          Hard             120              117                 300
   229      06/01/2015       0         No        NAP              NAP             120              119                 360
   230      05/01/2015       5         No        NAP              NAP             120              118                 360
   231      06/01/2025       5         No        NAP              NAP             240              239                 240
   232      06/01/2015       5         No        NAP              NAP             120              119                 240
   233      06/01/2020       5         No        NAP              NAP             180              179                 180
   234      07/01/2015       5         No        NAP              NAP             120              120                 360
   235      06/01/2015       5        Yes      In-Place          Hard             120              119                 300
   236      07/01/2015       5         No        NAP              NAP             120              120                 300
   237      02/01/2015       5        Yes     Springing          Hard             120              115                 264
   238      06/01/2015       5         No     Springing          Hard             120              119                 360
   239      06/01/2015       0         No        NAP              NAP             120              119                 300
   240      05/01/2015       5        Yes     Springing          Hard             120              118                 360
   241      06/01/2015       5         No        NAP              NAP             120              119                 360
   242      07/01/2015       5         No        NAP              NAP             120              120                 330
   243      06/01/2025       0         No        NAP              NAP             240              239                 240
   244      04/01/2015       5         No        NAP              NAP             120              117                 360
   245      05/01/2015       5         No        NAP              NAP             120              118                 300
   246      05/01/2015       5         No        NAP              NAP             120              118                 360
   247      03/01/2015       5         No        NAP              NAP             120              116                 360
   248      02/01/2015       5        Yes     Springing          Hard             120              115                 360
   249      07/01/2015       5         No        NAP              NAP             120              120                 240
   250      06/01/2015       0         No        NAP              NAP             120              119                 360
   251      06/01/2015       0         No        NAP              NAP             120              119                 360
   252      06/01/2015       5         No        NAP              NAP             120              119                 360
   253      06/01/2015       0         No        NAP              NAP             120              119                 360
   254      06/01/2015       0         No        NAP              NAP             120              119                 360
   255      07/01/2012       0         No        NAP              NAP              84               84                 360
   256      06/01/2015       0         No        NAP              NAP             120              119                 360
   257      03/01/2015       5         No        NAP              NAP             120              116                 360
   258      03/01/2015       5         No        NAP              NAP             120              116                 360
   259      06/01/2020       5         No        NAP              NAP             180              179                 204
   260      06/01/2015       0         No        NAP              NAP             120              119                 360
   261      05/01/2025       0         No        NAP              NAP             240              238                 240
   262      07/01/2015       0         No        NAP              NAP             120              120                 240
   263      06/01/2012       5         No        NAP              NAP              84               83                 360
   264      06/01/2010       5         No        NAP              NAP              60               59                 360
   265      06/01/2015       5         No        NAP              NAP             120              119                 360
   266      05/01/2015       0         No        NAP              NAP             120              118                 120
   267      06/01/2015       5         No        NAP              NAP             120              119                 360

   268      07/01/2015       5         No      In-Place          Hard             120              120                 300
   269      07/01/2015       5         No      In-Place          Hard             120              120                 300
   270      07/01/2015       5         No      In-Place          Hard             120              120                 300
   271      07/01/2025       5         No      In-Place          Hard             240              240                 240
   272      03/01/2015       5         No        NAP              NAP             120              116                 360
   273      07/01/2015       5         No        NAP              NAP             120              120                 360
   274      04/01/2015       5         No        NAP              NAP             120              117                 360
   275      01/01/2015       5         No        NAP              NAP             120              114                 360
   276      04/01/2015       5         No        NAP              NAP             120              117                 240
   277      06/01/2015       0         No        NAP              NAP             120              119                 360

                                                                                  122              120                 327
</TABLE>



<TABLE>

--------------------------------------------------------------------------------------------------------------------------------
MORTGAGE   REMAINING    MORTGAGE        MONTHLY          MONTHLY    UNDERWRITABLE     UNDERWRITABLE       NOI          NCF
LOAN NO.  AMORT. TERM       RATE   PAYMENT (P&I)     PAYMENT (IO)             NOI         CASH FLOW     DSCR(9)      DSCR(9)
--------------------------------------------------------------------------------------------------------------------------------

    1         IO          5.470%            NAP         $392,840       $8,805,262        $8,071,566      1.87         1.71

    2         IO          5.270%            NAP          $23,489         $640,275          $628,651      2.21         2.17
    3         IO          5.270%            NAP          $22,485         $711,442          $701,253      2.21         2.17
    4         IO          5.270%            NAP          $21,597         $498,088          $489,291      2.21         2.17
    5         IO          5.270%            NAP          $20,732         $449,075          $437,816      2.21         2.17
    6         IO          5.270%            NAP          $19,099         $626,321          $615,776      2.21         2.17
    7         IO          5.270%            NAP          $16,888         $265,872          $256,869      2.21         2.17
    8         IO          5.270%            NAP          $15,959         $407,208          $397,312      2.21         2.17
    9         IO          5.270%            NAP           $7,420         $245,740          $238,528      2.21         2.17
   10         IO          5.270%            NAP           $5,948         $236,175          $229,655      2.21         2.17
   11         IO          5.090%            NAP         $146,220       $4,155,854        $3,644,677      2.37         2.08
   12         360         5.240%       $155,547         $124,850       $3,291,550        $3,259,956      2.20         2.18
   13         300         5.339%       $166,474         $124,220       $3,712,416        $3,202,897      2.49         2.15
   14         IO          4.884%            NAP         $112,922       $2,833,714        $2,724,713      2.09         2.01
   15         360         4.880%       $142,968         $111,325       $2,193,009        $2,040,599      1.64         1.53
   16         IO          5.020%            NAP         $101,794       $2,478,091        $2,348,491      2.03         1.92
   17         263         4.798%       $137,549              NAP       $1,772,000        $1,772,000      1.07         1.07
   18         360         5.300%        $64,415          $51,945       $1,085,821        $1,057,533      1.77         1.72
   19         360         5.300%        $57,752          $46,571       $1,008,055          $979,142      1.77         1.72
   20         IO          5.229%            NAP          $89,465       $2,000,432        $1,948,332      1.86         1.81
   21         360         5.400%       $107,814          $87,600       $1,913,148        $1,786,922      1.82         1.70
   22         IO          4.879%            NAP          $79,148       $2,059,142        $2,028,427      2.17         2.14
   23         IO          5.449%            NAP          $87,474       $1,632,735        $1,604,937      1.56         1.53
   24         254         4.960%       $120,959              NAP       $2,257,101        $2,177,915      1.56         1.50
   25         300         5.339%       $114,791          $85,655       $2,575,555        $2,246,309      2.51         2.19
   26         356         5.450%       $103,050              NAP       $2,066,578        $1,983,202      1.67         1.60
   27         360         5.360%        $97,831          $79,252       $1,870,063        $1,808,249      1.97         1.90

   28         239         6.260%        $41,206              NAP       $1,446,417        $1,406,880      1.40         1.36
   29         239         6.260%        $40,657              NAP       $1,349,324        $1,313,522      1.40         1.36
   30         239         6.260%        $28,295              NAP         $917,965          $894,276      1.40         1.36
   31         239         6.260%        $16,208              NAP         $526,973          $512,199      1.40         1.36
   32         239         6.260%         $1,648              NAP          $53,034           $51,793      1.40         1.36
   33         180         5.350%       $137,555              NAP       $2,105,606        $1,901,931      1.28         1.15
   34         IO          4.750%            NAP          $62,047       $1,885,298        $1,859,744      2.53         2.50
   35         360         5.240%        $82,738          $66,410       $3,058,890        $2,674,600      3.84         3.36

   36         296         6.284%         $1,676              NAP         $101,422          $101,422      2.52         2.52
   37         296         6.284%         $1,628              NAP          $98,504           $98,504      2.52         2.52
   38         296         6.284%         $1,592              NAP          $96,315           $96,315      2.52         2.52
   39         296         6.284%         $1,543              NAP          $93,396           $93,396      2.52         2.52
   40         296         6.284%         $1,543              NAP          $93,396           $93,396      2.52         2.52
   41         296         6.284%         $1,519              NAP          $91,937           $91,937      2.52         2.52
   42         296         6.284%         $1,507              NAP          $91,207           $91,207      2.52         2.52
   43         296         6.284%         $1,459              NAP          $88,288           $88,288      2.52         2.52
   44         296         6.284%         $1,447              NAP          $87,559           $87,559      2.52         2.52
   45         296         6.284%         $1,411              NAP          $85,370           $85,370      2.52         2.52
   46         296         6.284%         $1,399              NAP          $84,640           $84,640      2.52         2.52
   47         296         6.284%         $1,387              NAP          $83,910           $83,910      2.52         2.52
   48         296         6.284%         $1,362              NAP          $82,451           $82,451      2.52         2.52
   49         296         6.284%         $1,362              NAP          $82,451           $82,451      2.52         2.52
   50         296         6.284%         $1,362              NAP          $82,451           $82,451      2.52         2.52
   51         296         6.284%         $1,350              NAP          $81,722           $81,722      2.52         2.52
   52         296         6.284%         $1,350              NAP          $81,722           $81,722      2.52         2.52
   53         296         6.284%         $1,350              NAP          $81,722           $81,722      2.52         2.52
   54         296         6.284%         $1,350              NAP          $81,722           $81,722      2.52         2.52
   55         296         6.284%         $1,350              NAP          $81,722           $81,722      2.52         2.52
   56         296         6.284%         $1,338              NAP          $80,992           $80,992      2.52         2.52
   57         296         6.284%         $1,338              NAP          $80,992           $80,992      2.52         2.52
   58         296         6.284%         $1,326              NAP          $80,262           $80,262      2.52         2.52
   59         296         6.284%         $1,326              NAP          $80,262           $80,262      2.52         2.52
   60         296         6.284%         $1,326              NAP          $80,262           $80,262      2.52         2.52
   61         296         6.284%         $1,314              NAP          $79,533           $79,533      2.52         2.52
   62         296         6.284%         $1,314              NAP          $79,533           $79,533      2.52         2.52
   63         296         6.284%         $1,302              NAP          $78,803           $78,803      2.52         2.52
   64         296         6.284%         $1,302              NAP          $78,803           $78,803      2.52         2.52
   65         296         6.284%         $1,290              NAP          $78,073           $78,073      2.52         2.52
   66         296         6.284%         $1,278              NAP          $77,344           $77,344      2.52         2.52
   67         296         6.284%         $1,278              NAP          $77,344           $77,344      2.52         2.52
   68         296         6.284%         $1,266              NAP          $76,614           $76,614      2.52         2.52
   69         296         6.284%         $1,242              NAP          $75,155           $75,155      2.52         2.52
   70         296         6.284%         $1,230              NAP          $74,425           $74,425      2.52         2.52
   71         296         6.284%         $1,230              NAP          $74,425           $74,425      2.52         2.52
   72         296         6.284%         $1,206              NAP          $72,966           $72,966      2.52         2.52
   73         296         6.284%         $1,206              NAP          $72,966           $72,966      2.52         2.52
   74         296         6.284%         $1,206              NAP          $72,966           $72,966      2.52         2.52
   75         296         6.284%         $1,206              NAP          $72,966           $72,966      2.52         2.52
   76         296         6.284%         $1,206              NAP          $72,966           $72,966      2.52         2.52
   77         296         6.284%         $1,194              NAP          $72,236           $72,236      2.52         2.52
   78         296         6.284%         $1,182              NAP          $71,506           $71,506      2.52         2.52
   79         296         6.284%         $1,158              NAP          $70,047           $70,047      2.52         2.52
   80         296         6.284%         $1,145              NAP          $69,317           $69,317      2.52         2.52
   81         296         6.284%         $1,133              NAP          $68,588           $68,588      2.52         2.52
   82         296         6.284%         $1,121              NAP          $67,858           $67,858      2.52         2.52
   83         296         6.284%         $1,109              NAP          $67,128           $67,128      2.52         2.52
   84         296         6.284%         $1,109              NAP          $67,128           $67,128      2.52         2.52
   85         296         6.284%         $1,097              NAP          $66,399           $66,399      2.52         2.52
   86         296         6.284%         $1,097              NAP          $66,399           $66,399      2.52         2.52
   87         296         6.284%         $1,097              NAP          $66,399           $66,399      2.52         2.52
   88         296         6.284%         $1,097              NAP          $66,399           $66,399      2.52         2.52
   89         296         6.284%         $1,097              NAP          $66,399           $66,399      2.52         2.52
   90         296         6.284%         $1,085              NAP          $65,669           $65,669      2.52         2.52
   91         296         6.284%         $1,073              NAP          $64,939           $64,939      2.52         2.52
   92         296         6.284%         $1,073              NAP          $64,939           $64,939      2.52         2.52
   93         296         6.284%         $1,049              NAP          $63,480           $63,480      2.52         2.52
   94         296         6.284%         $1,049              NAP          $63,480           $63,480      2.52         2.52
   95         296         6.284%         $1,037              NAP          $62,750           $62,750      2.52         2.52
   96         296         6.284%         $1,025              NAP          $62,021           $62,021      2.52         2.52
   97         296         6.284%         $1,013              NAP          $61,291           $61,291      2.52         2.52
   98         296         6.284%         $1,001              NAP          $60,561           $60,561      2.52         2.52
   99         296         6.284%         $1,001              NAP          $60,561           $60,561      2.52         2.52
   100        296         6.284%           $989              NAP          $59,832           $59,832      2.52         2.52
   101        296         6.284%           $977              NAP          $59,102           $59,102      2.52         2.52
   102        296         6.284%           $977              NAP          $59,102           $59,102      2.52         2.52
   103        296         6.284%           $977              NAP          $59,102           $59,102      2.52         2.52
   104        296         6.284%           $977              NAP          $59,102           $59,102      2.52         2.52
   105        296         6.284%           $953              NAP          $57,643           $57,643      2.52         2.52
   106        296         6.284%           $953              NAP          $57,643           $57,643      2.52         2.52
   107        296         6.284%           $953              NAP          $57,643           $57,643      2.52         2.52
   108        296         6.284%           $953              NAP          $57,643           $57,643      2.52         2.52
   109        296         6.284%           $928              NAP          $56,184           $56,184      2.52         2.52
   110        296         6.284%           $880              NAP          $53,265           $53,265      2.52         2.52
   111        296         6.284%           $868              NAP          $52,535           $52,535      2.52         2.52
   112        296         6.284%           $820              NAP          $49,617           $49,617      2.52         2.52
   113        296         6.284%           $808              NAP          $48,887           $48,887      2.52         2.52
   114        296         6.284%           $748              NAP          $45,239           $45,239      2.52         2.52
   115        296         6.284%           $639              NAP          $38,672           $38,672      2.52         2.52
   116        296         6.284%           $579              NAP          $35,024           $35,024      2.52         2.52
   117        296         6.284%           $567              NAP          $34,294           $34,294      2.52         2.52
   118        296         6.284%           $555              NAP          $33,564           $33,564      2.52         2.52
   119        296         6.284%           $518              NAP          $31,375           $31,375      2.52         2.52
   120        296         6.284%           $518              NAP          $31,375           $31,375      2.52         2.52
   121        296         6.284%           $446              NAP          $26,997           $26,997      2.52         2.52
   122        296         6.284%           $398              NAP          $24,079           $24,079      2.52         2.52
   123        296         6.284%           $301              NAP          $18,241           $18,241      2.52         2.52
   124        296         6.284%           $241              NAP          $14,593           $14,593      2.52         2.52
   125        296         6.284%            $24              NAP           $1,459            $1,459      2.52         2.52
   126        IO          5.144%            NAP          $47,689       $1,646,626        $1,523,793      3.18         2.92
   127        IO          5.010%            NAP          $15,072         $751,719          $673,755      3.18         2.92
   128        360         5.560%        $83,733              NAP       $1,930,903        $1,764,278      1.92         1.76
   129        359         5.700%        $77,193              NAP       $2,605,943        $2,250,273      2.81         2.43
   130        IO          5.130%            NAP          $56,120       $1,555,921        $1,497,291      2.31         2.22
   131        360         5.575%        $73,738          $60,669       $1,177,910        $1,106,410      1.62         1.52
   132        360         5.367%        $70,773          $57,363       $1,149,463        $1,060,683      1.67         1.54
   133        IO          5.171%            NAP          $51,925       $1,818,373        $1,727,565      2.92         2.77
   134        358         5.180%        $65,745              NAP       $1,216,028        $1,128,551      1.54         1.43
   135        IO          5.060%            NAP          $16,584         $530,150          $519,513      2.68         2.61
   136        IO          5.120%            NAP          $12,459         $399,252          $390,252      2.68         2.61
   137        IO          5.120%            NAP          $11,840         $380,240          $371,090      2.68         2.61
   138        IO          5.120%            NAP           $9,973         $323,204          $314,032      2.68         2.61
   139        IO          5.171%            NAP          $50,159       $1,728,606        $1,678,693      2.87         2.79
   140        360         5.782%        $67,345          $56,180       $1,174,571        $1,106,976      1.74         1.64
   141        179         5.070%        $91,361              NAP       $2,056,204        $1,977,506      1.88         1.80
   142        360         5.840%        $67,181              NAP       $1,339,805        $1,074,481      1.66         1.33
   143        360         6.020%        $67,594          $57,221       $1,081,335        $1,034,382      1.57         1.51
   144        299         5.990%        $72,093              NAP       $1,773,702        $1,548,630      2.05         1.79
   145        359         5.820%        $64,683              NAP       $1,231,247        $1,127,707      1.59         1.45
   146        177         5.040%        $85,631              NAP       $1,704,455        $1,630,835      1.66         1.59
   147        IO          5.281%            NAP          $46,851       $1,333,917        $1,252,459      2.37         2.23
   148        360         5.393%        $58,354          $47,388       $1,632,943        $1,469,443      2.87         2.58
   149        358         5.455%        $56,497              NAP       $1,075,450        $1,011,158      1.59         1.49
   150        357         5.000%        $53,682              NAP       $1,097,697        $1,033,538      1.70         1.60
   151        329         5.650%        $56,779              NAP       $1,139,293        $1,110,275      1.67         1.63
   152        359         5.510%        $53,431              NAP       $1,037,171          $932,077      1.62         1.45
   153        360         5.620%        $53,507          $44,160         $993,440          $959,608      1.87         1.81
   154        360         5.120%        $48,976          $38,933         $867,056          $818,556      1.86         1.75
   155        359         5.069%        $45,989              NAP         $846,697          $810,197      1.53         1.47
   156        360         5.393%        $46,851          $38,047       $1,396,355        $1,282,884      3.06         2.81
   157        360         5.284%        $44,345          $35,716         $862,305          $841,723      2.01         1.96
   158        360         5.550%        $45,674          $37,514         $831,667          $770,191      1.85         1.71
   159        360         5.210%        $43,978              NAP       $1,390,217        $1,206,830      2.63         2.29
   160        300         5.350%        $45,387              NAP       $1,096,416          $989,200      2.01         1.82
   161        360         5.450%        $39,526          $32,233         $782,949          $765,128      2.02         1.98
   162        299         5.067%        $41,195              NAP         $909,347          $860,403      1.84         1.74
   163        357         5.810%        $41,117              NAP         $891,161          $845,933      1.81         1.71
   164        358         5.170%        $37,761              NAP         $680,007          $635,653      1.50         1.40
   165        299         5.990%        $42,484              NAP       $1,011,321          $883,127      1.98         1.73
   166        360         5.480%        $37,250              NAP         $696,174          $677,518      1.56         1.52
   167        IO          5.010%            NAP          $26,824       $1,039,508          $979,159      3.23         3.04
   168        359         5.730%        $36,540              NAP         $648,069          $595,242      1.48         1.36
   169        358         5.215%        $33,277              NAP         $885,374          $813,791      2.22         2.04
   170        360         5.520%        $34,143              NAP         $968,077          $903,236      2.36         2.20
   171        236         5.770%        $42,194              NAP         $704,623          $659,520      1.39         1.30
   172        358         5.515%        $32,702              NAP         $535,133          $517,582      1.36         1.32
   173        298         5.660%        $35,706              NAP         $571,956          $550,818      1.33         1.29
   174        360         5.720%        $33,155          $27,547         $585,169          $539,566      1.77         1.63
   175        360         5.670%        $31,818              NAP         $517,371          $507,371      1.36         1.33
   176        299         5.430%        $33,545              NAP         $681,748          $647,018      1.69         1.61
   177        358         5.655%        $31,765              NAP         $627,359          $610,495      1.65         1.60
   178        IO          5.010%            NAP          $21,981         $804,592          $760,483      3.05         2.88
   179        360         5.770%        $30,704          $25,594         $552,956          $514,263      1.80         1.67
   180        300         5.445%        $31,762              NAP         $600,283          $534,136      1.57         1.40
   181        360         5.620%        $29,127          $24,039         $548,855          $503,284      1.90         1.74

   182        300         6.040%         $4,184           $3,302          $79,571           $79,571      2.00         2.00
   183        300         6.040%         $3,919           $3,093          $74,437           $74,437      2.00         2.00
   184        300         6.040%         $3,771           $2,975          $62,459           $62,459      2.00         2.00
   185        300         6.040%         $3,648           $2,878          $69,304           $69,304      2.00         2.00
   186        300         6.040%         $3,512           $2,771          $66,737           $66,737      2.00         2.00
   187        300         6.040%         $3,395           $2,679          $83,849           $83,849      2.00         2.00
   188        300         6.040%         $3,395           $2,679          $59,892           $59,892      2.00         2.00
   189        300         6.040%         $3,150           $2,485          $59,892           $59,892      2.00         2.00
   190        300         6.040%         $2,904           $2,291          $47,058           $47,058      2.00         2.00
   191        359         5.760%        $28,790              NAP         $491,103          $437,890      1.42         1.27

   192        300         6.040%         $4,049           $3,195          $77,004           $77,004      2.04         2.04
   193        300         6.040%         $3,589           $2,832          $70,159           $70,159      2.04         2.04
   194        300         6.040%         $3,589           $2,832          $75,293           $75,293      2.04         2.04
   195        300         6.040%         $3,421           $2,700          $65,026           $65,026      2.04         2.04
   196        300         6.040%         $3,253           $2,567          $87,271           $87,271      2.04         2.04
   197        300         6.040%         $2,878           $2,271          $54,758           $54,758      2.04         2.04
   198        300         6.040%         $2,787           $2,200          $31,657           $31,657      2.04         2.04
   199        300         6.040%         $2,671           $2,108          $52,192           $52,192      2.04         2.04
   200        300         6.040%         $2,380           $1,878          $40,213           $40,213      2.04         2.04
   201        300         6.040%         $2,070           $1,633          $39,358           $39,358      2.04         2.04
   202        359         5.620%        $27,329              NAP         $488,247          $451,092      1.49         1.38
   203        358         5.760%        $26,406              NAP         $428,734          $383,001      1.35         1.21
   204        360         5.350%        $25,129              NAP         $451,203          $421,297      1.50         1.40
   205        359         5.880%        $26,634              NAP         $486,527          $429,511      1.52         1.34
   206        359         5.820%        $26,461              NAP         $421,825          $400,218      1.33         1.26

   207        IO          5.310%            NAP          $10,610         $234,971          $224,482      1.88         1.84
   208        IO          5.310%            NAP           $8,076         $187,354          $187,354      1.88         1.84
   209        298         5.688%        $25,640              NAP         $495,423          $481,807      1.61         1.57
   210        360         5.520%        $22,762          $18,656         $442,841          $432,041      1.98         1.93
   211        299         5.420%        $24,373              NAP         $626,258          $618,077      2.14         2.11
   212        299         5.990%        $25,408              NAP         $612,719          $535,611      2.01         1.76
   213        299         5.990%        $24,589              NAP         $587,711          $497,470      1.99         1.69
   214        356         5.572%        $21,748              NAP         $525,334          $467,560      2.01         1.79
   215        359         5.740%        $21,569              NAP         $355,321          $321,351      1.37         1.24
   216        360         5.580%        $21,080          $17,350         $350,240          $330,926      1.68         1.59
   217        289         6.210%        $24,053              NAP         $430,704          $403,489      1.49         1.40
   218        360         5.670%        $20,826          $17,246         $476,785          $441,876      2.30         2.14
   219        360         5.490%        $19,851              NAP         $434,051          $385,669      1.82         1.62
   220        299         5.850%        $21,926              NAP         $425,878          $397,824      1.62         1.51
   221        359         5.500%        $19,021              NAP         $336,225          $303,253      1.47         1.33
   222        IO          4.820%            NAP          $12,924         $426,259          $422,992      2.75         2.73
   223        360         5.280%        $17,592              NAP         $415,197          $400,852      1.97         1.90
   224        358         5.480%        $17,846              NAP         $433,450          $415,240      2.02         1.94
   225        300         5.453%        $19,103              NAP         $316,945          $316,945      1.38         1.38
   226        298         5.330%        $18,723              NAP         $369,288          $323,080      1.64         1.44
   227        179         5.620%        $25,527              NAP         $548,999          $518,420      1.79         1.69
   228        297         5.729%        $19,149              NAP         $373,153          $373,153      1.62         1.62
   229        359         5.470%        $16,977              NAP         $587,735          $551,765      2.88         2.71
   230        358         5.790%        $17,583              NAP         $412,849          $377,289      1.96         1.79
   231        239         6.360%        $22,121              NAP         $522,009          $423,751      1.97         1.60
   232        239         5.390%        $19,769              NAP         $410,194          $387,025      1.73         1.63
   233        179         5.650%        $23,514              NAP         $349,126          $335,182      1.24         1.19
   234        360         5.271%        $15,498          $12,470         $363,545          $336,441      2.43         2.25
   235        299         5.453%        $16,719              NAP         $268,527          $266,891      1.34         1.33
   236        300         5.760%        $17,002              NAP         $316,246          $302,667      1.55         1.48
   237        259         5.592%        $17,798              NAP         $400,437          $359,521      1.87         1.68
   238        359         5.385%        $14,575              NAP         $279,171          $256,623      1.60         1.47
   239        299         5.880%        $16,562              NAP         $313,703          $286,381      1.58         1.44
   240        358         5.707%        $15,102              NAP         $282,117          $280,481      1.56         1.55
   241        359         5.790%        $14,975              NAP         $281,252          $266,049      1.57         1.48
   242        330         5.770%        $15,128              NAP         $290,494          $275,190      1.60         1.52
   243        239         5.690%        $17,467              NAP         $427,484          $425,159      2.04         2.03
   244        357         5.890%        $14,516              NAP         $272,321          $250,955      1.56         1.44
   245        298         5.599%        $14,570              NAP         $257,318          $242,128      1.47         1.38
   246        358         5.760%        $13,145              NAP         $256,288          $232,054      1.62         1.47
   247        356         5.080%        $11,647              NAP         $320,086          $291,586      2.29         2.09
   248        355         5.153%        $11,307              NAP         $277,400          $277,400      2.04         2.04
   249        240         5.760%        $14,053              NAP         $382,867          $333,795      2.27         1.98
   250        359         5.770%        $11,697              NAP         $212,563          $200,492      1.51         1.43
   251        359         5.580%        $11,456              NAP         $294,845          $274,368      2.14         2.00
   252        360         5.710%        $11,330           $9,408         $260,709          $235,195      2.31         2.08
   253        359         5.800%        $11,295              NAP         $198,251          $185,508      1.46         1.37
   254        359         5.970%        $11,474              NAP         $205,376          $189,230      1.49         1.37
   255        360         5.410%         $9,838              NAP         $243,636          $213,636      2.06         1.81
   256        360         5.900%        $10,083           $8,474         $159,727          $152,527      1.57         1.50
   257        356         5.080%         $9,209              NAP         $278,349          $248,849      2.52         2.25
   258        356         5.080%         $8,938              NAP         $296,923          $271,923      2.77         2.54
   259        203         5.720%        $12,628              NAP         $189,070          $178,994      1.25         1.18
   260        359         5.890%         $9,480              NAP         $163,648          $156,335      1.44         1.37
   261        238         5.820%        $10,591              NAP         $193,369          $185,253      1.52         1.46
   262        240         5.670%        $10,323              NAP         $169,650          $155,013      1.37         1.25
   263        359         5.800%         $8,391              NAP         $154,045          $146,892      1.53         1.46
   264        359         5.400%         $7,918              NAP         $189,007          $163,532      1.99         1.72
   265        359         5.560%         $8,002              NAP         $219,482          $188,489      2.29         1.96
   266        118         5.350%        $15,090              NAP         $251,274          $240,033      1.39         1.33
   267        359         5.780%         $7,787              NAP         $140,546          $133,125      1.50         1.42

   268        300         5.710%         $2,912              NAP          $50,648           $45,487      1.44         1.30
   269        300         5.710%         $2,775              NAP          $48,038           $43,356      1.44         1.30
   270        300         5.710%         $2,616              NAP          $45,220           $40,616      1.44         1.30
   271        240         5.910%         $9,246              NAP         $288,769          $282,367      2.60         2.54
   272        356         5.080%         $7,042              NAP         $219,808          $201,058      2.60         2.38
   273        360         5.420%         $6,753              NAP         $219,679          $210,268      2.71         2.59
   274        357         5.890%         $7,110              NAP         $136,621          $125,718      1.60         1.47
   275        354         5.640%         $6,919              NAP         $144,417          $134,552      1.74         1.62
   276        237         5.750%         $7,512              NAP         $203,946          $193,295      2.26         2.14
   277        359         6.200%         $5,206              NAP          $81,337           $75,087      1.30         1.20

              326         5.393%                                                                         1.97         1.85
</TABLE>



<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE    NCF POST IO    CUT-OFF DATE   BALLOON      BALLOON     APPRAISED    VALUATION
LOAN NO.  PERIOD DSCR(10)       LTV         LTV        BALANCE       VALUE       DATE(11)   LARGEST TENANT(12)
-----------------------------------------------------------------------------------------------------------------------------------

    1          1.71            64.6%       64.6%    $85,000,000  $131,500,000   03/28/2005  Fitzgerald & Company

    2          2.17            56.8%       56.8%     $5,275,259    $8,900,000   04/27/2005  NAP
    3          2.17            56.8%       56.8%     $5,049,782    $9,640,000   04/27/2005  NAP
    4          2.17            56.8%       56.8%     $4,850,371    $7,800,000   04/29/2005  NAP
    5          2.17            56.8%       56.8%     $4,656,174    $7,100,000   04/27/2005  NAP
    6          2.17            56.8%       56.8%     $4,289,284    $8,250,000   04/29/2005  NAP
    7          2.17            56.8%       56.8%     $3,792,713    $5,750,000   04/27/2005  NAP
    8          2.17            56.8%       56.8%     $3,584,179    $6,640,000   04/27/2005  NAP
    9          2.17            56.8%       56.8%     $1,666,317    $3,540,000   04/26/2005  NAP
   10          2.17            56.8%       56.8%     $1,335,921    $3,100,000   04/26/2005  NAP
   11          2.08            50.4%       50.4%    $34,000,000   $67,500,000   11/17/2004  Adobe Systems
   12          1.75            47.0%       43.6%    $26,135,825   $60,000,000   12/10/2004  Brooks Brothers Inc.
   13          1.60            66.4%       54.4%    $22,556,696   $41,500,000   03/21/2005  NAP
   14          2.01            65.0%       65.0%    $27,365,000   $42,100,000   02/01/2005  Shop Rite
   15          1.19            77.6%       71.5%    $24,897,792   $34,800,000   04/25/2005  HEB
   16          1.92            63.3%       63.3%    $24,000,000   $37,930,000   08/01/2005  NAP
   17          1.07            72.8%       59.7%    $18,328,538   $30,700,000   02/15/2005  Wal-Mart
   18          1.39            79.7%       69.6%    $10,133,292   $14,500,000   03/28/2005  NAP
   19          1.39            79.7%       69.6%     $9,085,021   $13,100,000   03/28/2005  NAP
   20          1.81            75.0%       75.0%    $20,250,000   $27,000,000   03/01/2005  Borders Books Inc.
   21          1.38            74.7%       65.4%    $16,812,857   $25,700,000   05/09/2005  Tech Lighting L.L.C.
   22          2.14            73.8%       73.8%    $19,200,000   $26,000,000   02/22/2005  Stop and Shop
   23          1.53            73.1%       73.1%    $19,000,000   $26,000,000   03/13/2005  Whaler's (Food Pantry)
   24          1.50            51.6%       34.4%    $12,648,022   $36,800,000   04/26/2005  NAP
   25          1.63            69.1%       56.6%    $15,553,800   $27,500,000   03/15/2005  NAP
   26          1.60            69.1%       49.4%    $13,002,862   $26,300,000   10/08/2004  Bed Bath & Beyond
   27          1.54            73.5%       67.0%    $15,950,190   $23,800,000   04/27/2005  Pier 1 Imports, Inc.

   28          1.36            74.9%        2.5%       $185,293   $15,000,000   02/07/2005  The Talaria Company, LLC
   29          1.36            74.9%        2.5%       $182,824   $14,800,000   01/27/2005  The Talaria Company, LLC
   30          1.36            74.9%        2.5%       $127,236   $10,300,000   02/08/2005  The Talaria Company, LLC
   31          1.36            74.9%        2.5%        $72,881    $5,900,000   02/08/2005  The Talaria Company, LLC
   32          1.36            74.9%        2.5%         $7,410      $600,000   02/08/2005  The Talaria Company, LLC
   33          1.15            73.3%        1.4%       $333,309   $23,200,000   11/01/2005  VECO Corporation Inc.
   34          2.50            54.1%       54.1%    $15,675,000   $29,000,000   02/22/2005  Office Depot
   35          2.69            37.5%       34.8%    $13,905,942   $40,000,000   03/01/2005  NAP

   36          2.52            36.4%       28.7%       $198,706    $1,390,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   37          2.52            36.4%       28.7%       $192,991    $1,350,000   01/17/2005  Strategic Restaurants Acquisition Corp.
   38          2.52            36.4%       28.7%       $188,704    $1,320,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   39          2.52            36.4%       28.7%       $182,986    $1,280,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   40          2.52            36.4%       28.7%       $182,986    $1,280,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   41          2.52            36.4%       28.7%       $180,126    $1,260,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   42          2.52            36.4%       28.7%       $178,697    $1,250,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   43          2.52            36.4%       28.7%       $172,978    $1,210,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   44          2.52            36.4%       28.7%       $171,548    $1,200,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   45          2.52            36.4%       28.7%       $167,260    $1,170,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   46          2.52            36.4%       28.7%       $165,830    $1,160,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   47          2.52            36.4%       28.7%       $164,400    $1,150,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   48          2.52            36.4%       28.7%       $161,542    $1,130,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   49          2.52            36.4%       28.7%       $161,542    $1,130,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   50          2.52            36.4%       28.7%       $161,542    $1,130,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   51          2.52            36.4%       28.7%       $160,111    $1,120,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   52          2.52            36.4%       28.7%       $160,111    $1,120,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   53          2.52            36.4%       28.7%       $160,111    $1,120,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   54          2.52            36.4%       28.7%       $160,111    $1,120,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   55          2.52            36.4%       28.7%       $160,111    $1,120,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   56          2.52            36.4%       28.7%       $158,682    $1,110,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   57          2.52            36.4%       28.7%       $158,682    $1,110,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   58          2.52            36.4%       28.7%       $157,253    $1,100,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   59          2.52            36.4%       28.7%       $157,253    $1,100,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   60          2.52            36.4%       28.7%       $157,253    $1,100,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   61          2.52            36.4%       28.7%       $155,822    $1,090,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   62          2.52            36.4%       28.7%       $155,822    $1,090,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   63          2.52            36.4%       28.7%       $154,393    $1,080,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   64          2.52            36.4%       28.7%       $154,393    $1,080,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   65          2.52            36.4%       28.7%       $152,964    $1,070,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   66          2.52            36.4%       28.7%       $151,535    $1,060,000   01/17/2005  Strategic Restaurants Acquisition Corp.
   67          2.52            36.4%       28.7%       $151,535    $1,060,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   68          2.52            36.4%       28.7%       $150,104    $1,050,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   69          2.52            36.4%       28.7%       $147,246    $1,030,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   70          2.52            36.4%       28.7%       $145,817    $1,020,000   01/19/2005  Strategic Restaurants Acquisition Corp.
   71          2.52            36.4%       28.7%       $145,817    $1,020,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   72          2.52            36.4%       28.7%       $142,957    $1,000,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   73          2.52            36.4%       28.7%       $142,957    $1,000,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   74          2.52            36.4%       28.7%       $142,957    $1,000,000   01/19/2005  Strategic Restaurants Acquisition Corp.
   75          2.52            36.4%       28.7%       $142,957    $1,000,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   76          2.52            36.4%       28.7%       $142,957    $1,000,000   01/19/2005  Strategic Restaurants Acquisition Corp.
   77          2.52            36.4%       28.7%       $141,528      $990,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   78          2.52            36.4%       28.7%       $140,097      $980,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   79          2.52            36.4%       28.7%       $137,239      $960,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   80          2.52            36.4%       28.7%       $135,810      $950,000   01/18/2005  Strategic Restaurants Acquisition Corp.
   81          2.52            36.4%       28.7%       $134,379      $940,000   01/17/2005  Strategic Restaurants Acquisition Corp.
   82          2.52            36.4%       28.7%       $132,950      $930,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   83          2.52            36.4%       28.7%       $131,521      $920,000   01/13/2005  Strategic Restaurants Acquisition Corp.
   84          2.52            36.4%       28.7%       $131,521      $920,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   85          2.52            36.4%       28.7%       $130,092      $910,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   86          2.52            36.4%       28.7%       $130,092      $910,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   87          2.52            36.4%       28.7%       $130,092      $910,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   88          2.52            36.4%       28.7%       $130,092      $910,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   89          2.52            36.4%       28.7%       $130,092      $910,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   90          2.52            36.4%       28.7%       $128,661      $900,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   91          2.52            36.4%       28.7%       $127,232      $890,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   92          2.52            36.4%       28.7%       $127,232      $890,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   93          2.52            36.4%       28.7%       $124,372      $870,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   94          2.52            36.4%       28.7%       $124,372      $870,000   01/18/2005  Strategic Restaurants Acquisition Corp.
   95          2.52            36.4%       28.7%       $122,943      $860,000   01/18/2005  Strategic Restaurants Acquisition Corp.
   96          2.52            36.4%       28.7%       $121,514      $850,000   01/13/2005  Strategic Restaurants Acquisition Corp.
   97          2.52            36.4%       28.7%       $120,084      $840,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   98          2.52            36.4%       28.7%       $118,654      $830,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   99          2.52            36.4%       28.7%       $118,654      $830,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   100         2.52            36.4%       28.7%       $117,224      $820,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   101         2.52            36.4%       28.7%       $115,795      $810,000   01/17/2005  Strategic Restaurants Acquisition Corp.
   102         2.52            36.4%       28.7%       $115,795      $810,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   103         2.52            36.4%       28.7%       $115,795      $810,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   104         2.52            36.4%       28.7%       $115,795      $810,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   105         2.52            36.4%       28.7%       $112,935      $790,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   106         2.52            36.4%       28.7%       $112,935      $790,000   01/18/2005  Strategic Restaurants Acquisition Corp.
   107         2.52            36.4%       28.7%       $112,935      $790,000   01/13/2005  Strategic Restaurants Acquisition Corp.
   108         2.52            36.4%       28.7%       $112,935      $790,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   109         2.52            36.4%       28.7%       $110,077      $770,000   01/12/2005  Strategic Restaurants Acquisition Corp.
   110         2.52            36.4%       28.7%       $104,359      $730,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   111         2.52            36.4%       28.7%       $102,928      $720,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   112         2.52            36.4%       28.7%        $97,210      $380,000   01/18/2005  Strategic Restaurants Acquisition Corp.
   113         2.52            36.4%       28.7%        $95,781      $670,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   114         2.52            36.4%       28.7%        $88,634      $620,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   115         2.52            36.4%       28.7%        $75,767      $530,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   116         2.52            36.4%       28.7%        $68,619      $480,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   117         2.52            36.4%       28.7%        $67,190      $470,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   118         2.52            36.4%       28.7%        $65,760      $460,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   119         2.52            36.4%       28.7%        $61,472      $430,000   01/11/2005  Strategic Restaurants Acquisition Corp.
   120         2.52            36.4%       28.7%        $61,472      $430,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   121         2.52            36.4%       28.7%        $52,894      $370,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   122         2.52            36.4%       28.7%        $47,176      $330,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   123         2.52            36.4%       28.7%        $35,740      $250,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   124         2.52            36.4%       28.7%        $28,591      $200,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   125         2.52            36.4%       28.7%         $2,860       $20,000   01/10/2005  Strategic Restaurants Acquisition Corp.
   126         2.92            46.0%       46.0%    $11,125,000   $22,300,000   12/22/2004  Sam's Club
   127         2.92            46.0%       46.0%     $3,610,000    $9,700,000   12/22/2004  Illinois Department of State
   128         1.76            56.3%       47.3%    $12,287,725   $26,000,000   05/11/2005  Clear Channel Broadcasting
   129         2.43            41.5%       35.0%    $11,200,273   $32,000,000   04/01/2005  NAP
   130         2.22            60.2%       60.2%    $13,127,500   $21,800,000   02/17/2005  Jewel / Osco
   131         1.25            80.0%       67.1%    $10,810,176   $16,100,000   04/27/2005  NAP
   132         1.25            71.4%       66.3%    $11,748,614   $17,725,000   02/22/2005  The Designory
   133         2.77            49.2%       49.2%    $12,050,000   $24,500,000   12/22/2004  Kohl's Department Store
   134         1.43            67.3%       55.9%     $9,946,696   $17,800,000   01/20/2005  Marshall's
   135         2.61            54.5%       54.5%     $3,933,000    $7,400,000   03/01/2005  Academy Sports and Outdoors
   136         2.61            54.5%       54.5%     $2,920,000    $5,260,000   06/09/2004  Academy Sports and Outdoors
   137         2.61            54.5%       54.5%     $2,775,000    $5,000,000   08/09/2004  Academy Sports and Outdoors
   138         2.61            54.5%       54.5%     $2,337,500    $4,300,000   12/01/2004  Academy Sports and Outdoors
   139         2.79            47.5%       47.5%    $11,640,000   $24,500,000   12/22/2004  Linens N Things
   140         1.37            67.3%       59.4%    $10,158,732   $17,100,000   05/05/2005  Hanmi Bank
   141         1.80            41.4%        0.8%       $211,076   $27,700,000   03/16/2005  King Cullen
   142         1.33            63.3%       53.6%     $9,642,760   $18,000,000   04/29/2005  Tensar
   143         1.28            73.1%       62.1%     $9,568,403   $15,400,000   04/14/2005  Albertsons
   144         1.79            71.7%       55.8%     $8,697,048   $15,600,000   03/17/2005  NAP
   145         1.45            68.9%       50.0%     $7,980,456   $15,950,000   10/14/2004  Minyard's Carnival Store
   146         1.59            39.7%       17.4%     $4,677,291   $26,910,000   12/22/2004  FOOD 4 LESS
   147         2.23            71.9%       71.9%    $10,500,000   $14,600,000   12/16/2004  Cardiac Specialists of Fairfield, PC
   148         2.10            49.8%       46.2%     $9,662,398   $20,900,000   03/28/2005  NAP
   149         1.49            72.8%       61.0%     $8,360,679   $13,700,000   01/06/2005  City of Alexandria
   150         1.60            65.9%       53.9%     $8,153,914   $15,130,000   02/18/2005  The Northface, Inc.
   151         1.63            64.5%       52.2%     $7,677,986   $14,700,000   04/04/2005  NAP
   152         1.45            74.5%       62.5%     $7,870,437   $12,600,000   04/12/2005  South Central Pool
   153         1.49            60.2%       50.6%     $7,814,542   $15,450,000   02/17/2005  Washington Mutual
   154         1.39            75.0%       69.4%     $8,329,009   $12,000,000   02/02/2005  NAP
   155         1.47            60.2%       49.8%     $7,019,060   $14,100,000   04/15/2005  NAP
   156         2.28            40.0%       37.1%     $7,757,791   $20,900,000   03/28/2005  NAP
   157         1.58            59.7%       53.3%     $7,136,274   $13,400,000   04/14/2005  Polo / W Hartford
   158         1.41            78.8%       70.7%     $7,176,673   $10,150,000   04/15/2005  DEL Management, Inc.
   159         2.29            34.0%       28.2%     $6,637,322   $23,500,000   03/07/2005  Albertson's /
                                                                                            American Stores Properties, Inc.
   160         1.82            65.2%       49.6%     $5,698,920   $11,500,000   04/21/2005  NAP
   161         1.61            61.5%       52.7%     $5,998,274   $11,390,000   03/24/2005  NAP
   162         1.74            61.3%       46.2%     $5,264,593   $11,400,000   02/02/2005  Metro Vision Ltd.
   163         1.71            53.3%       45.1%     $5,914,433   $13,100,000   03/01/2005  IDEXX Veterinary Services
   164         1.40            70.0%       58.2%     $5,717,531    $9,830,000   03/08/2005  Bio-Medical Applications of California
   165         1.73            68.7%       53.4%     $5,125,046    $9,600,000   03/22/2005  NAP
   166         1.52            66.7%       55.8%     $5,501,276    $9,860,000   04/27/2005  NAP
   167         3.04            41.2%       41.2%     $6,425,000   $15,600,000   12/22/2004  Salon Suites Ltd.
   168         1.36            76.0%       64.1%     $5,289,100    $8,250,000   06/01/2005  Velocity Sports
   169         2.04            57.5%       47.8%     $5,020,367   $10,500,000   03/11/2005  NAP
   170         2.20            40.0%       33.5%     $5,026,352   $15,000,000   04/07/2005  CRIST LAW
   171         1.30            59.5%       39.2%     $3,924,028   $10,000,000   01/11/2005  EDO Corporation
   172         1.32            69.5%       57.7%     $4,758,958    $8,250,000   12/06/2004  Gart Bros. Sporting Goods Company
   173         1.29            66.5%       51.3%     $4,397,413    $8,580,000   02/25/2005  Bally's Total Fitness
   174         1.36            71.3%       61.5%     $4,919,868    $8,000,000   04/28/2005  Junior Achievement of the Palm Beaches
   175         1.33            75.3%       63.4%     $4,628,584    $7,300,000   06/01/2005  University of Colorado Hospital
                                                                                            Authority
   176         1.61            61.7%       47.1%     $4,189,969    $8,900,000   02/08/2005  24 Hour Fitness
   177         1.60            64.6%       54.4%     $4,626,589    $8,500,000   03/22/2005  Westwood Financial Corp.
   178         2.88            47.0%       47.0%     $5,265,000   $11,200,000   12/22/2004  Calico Corners
   179         1.40            75.0%       64.8%     $4,537,454    $7,000,000   04/22/2005  Renew Therapy Center of Port St. Lucie
   180         1.40            78.8%       60.1%     $3,964,428    $6,600,000   04/27/2005  Scientech, INC
   181         1.44            75.0%       66.0%     $4,456,247    $6,750,000   04/28/2005  Wackenhut Resources, Inc.

   182         1.58            56.1%       46.8%       $539,747    $1,120,000   04/29/2004  Circle K Stores, Inc.
   183         1.58            56.1%       46.8%       $505,543    $1,080,000   05/02/2004  Circle K Stores, Inc.
   184         1.58            56.1%       46.8%       $486,355      $910,000   07/01/2004  Circle K Stores, Inc.
   185         1.58            56.1%       46.8%       $470,506    $1,000,000   05/03/2004  Circle K Stores, Inc.
   186         1.58            56.1%       46.8%       $452,986      $970,000   05/03/2004  Circle K Stores, Inc.
   187         1.58            56.1%       46.8%       $437,970    $1,300,000   05/02/2004  Circle K Stores, Inc.
   188         1.58            56.1%       46.8%       $437,970      $870,000   05/02/2004  Circle K Stores, Inc.
   189         1.58            56.1%       46.8%       $406,269      $900,000   04/29/2004  Circle K Stores, Inc.
   190         1.58            56.1%       46.8%       $374,569      $640,000   07/01/2004  Circle K Stores, Inc.
   191         1.27            69.9%       59.1%     $4,157,466    $7,040,000   03/21/2005  Genmark

   192         1.61            55.2%       46.1%       $522,227    $1,050,000   05/03/2004  Circle K Stores, Inc.
   193         1.61            55.2%       46.1%       $462,997    $1,050,000   05/07/2004  Circle K Stores, Inc.
   194         1.61            55.2%       46.1%       $462,997    $1,170,000   05/03/2004  Circle K Stores, Inc.
   195         1.61            55.2%       46.1%       $441,307      $880,000   05/03/2004  Circle K Stores, Inc.
   196         1.61            55.2%       46.1%       $419,617    $1,410,000   05/03/2004  Circle K Stores, Inc.
   197         1.61            55.2%       46.1%       $371,232      $770,000   04/30/2004  Circle K Stores, Inc.
   198         1.61            55.2%       46.1%       $359,552      $430,000   07/01/2004  Circle K Stores, Inc.
   199         1.61            55.2%       46.1%       $344,537      $710,000   07/05/2004  Circle K Stores, Inc.
   200         1.61            55.2%       46.1%       $306,996      $550,000   07/05/2004  Circle K Stores, Inc.
   201         1.61            55.2%       46.1%       $266,953      $570,000   06/28/2004  Circle K Stores, Inc.
   202         1.38            74.7%       62.8%     $3,990,447    $6,350,000   04/15/2005  Vanman Companies
   203         1.21            65.2%       55.1%     $3,814,252    $6,920,000   03/21/2005  Genmark
   204         1.40            71.4%       59.5%     $3,749,975    $6,300,000   04/04/2005  Duane Reade
   205         1.34            66.1%       56.0%     $3,809,938    $6,800,000   04/20/2005  The Art Institute of Ft
   206         1.26            79.6%       67.3%     $3,803,177    $5,650,000   04/30/2005  Salon Studio Suites

   207         1.84            49.6%       49.6%     $2,365,000    $4,750,000   04/19/2005  Barnes & Nobles Building
   208         1.84            49.6%       49.6%     $1,800,000    $3,650,000   04/19/2005  Bank of America Branch
   209         1.57            68.1%       52.5%     $3,152,266    $6,000,000   01/01/2005  PDI Enterprises, Inc.
   210         1.58            74.9%       64.2%     $3,426,945    $5,340,000   02/04/2005  NAP
   211         2.11            49.9%       38.1%     $3,046,186    $8,000,000   03/30/2005  NAP
   212         1.76            69.1%       53.8%     $3,065,126    $5,700,000   03/14/2005  NAP
   213         1.69            66.9%       52.0%     $2,966,314    $5,700,000   03/18/2005  NAP
   214         1.79            49.2%       41.4%     $3,189,549    $7,700,000   12/31/2004  Lowe's Companies, Inc.
   215         1.24            67.8%       57.2%     $3,119,606    $5,450,000   04/19/2005  Corwil Technology Corporation
   216         1.31            80.0%       71.7%     $3,297,594    $4,600,000   04/25/2005  Pick 'N Save
   217         1.40            69.3%       55.1%     $2,862,630    $5,200,000   06/18/2004  NAP
   218         1.77            62.1%       53.5%     $3,103,152    $5,800,000   04/28/2005  United States Government /
                                                                                            Department of Veterans Affairs
   219         1.62            56.9%       47.6%     $2,929,338    $6,150,000   04/22/2005  Consolidated Elect.
   220         1.51            70.3%       54.4%     $2,667,979    $4,900,000   04/13/2005  Dollar Tree
   221         1.33            71.6%       60.0%     $2,804,030    $4,675,000   04/18/2005  Sno Valley Gymnastics
   222         2.73            53.9%       53.9%     $3,217,500    $5,970,000   03/10/2005  Walgreen Co.
   223         1.90            48.8%       40.6%     $2,640,016    $6,500,000   02/16/2005  Sprint
   224         1.94            55.6%       46.6%     $2,635,647    $5,650,000   01/19/2005  Hacienda Restaurant & Bar
   225         1.38            69.0%       52.6%     $2,383,134    $4,530,000   05/10/2005  Eckerd Corporation
   226         1.44            77.3%       58.8%     $2,353,951    $4,000,000   03/18/2005  NAP
   227         1.69            50.0%       22.3%     $1,377,682    $6,180,000   04/07/2005  LA Unified School District
   228         1.62            53.3%       41.2%     $2,347,684    $5,700,000   01/04/2005  CVS Pharmacy, Inc.
   229         2.71            38.7%       32.4%     $2,508,755    $7,750,000   04/20/2005  NAP
   230         1.79            54.9%       46.5%     $2,533,854    $5,450,000   08/10/2004  Novi Souvlaki
   231         1.60            48.5%        1.6%       $101,348    $6,175,000   04/06/2005  Young Life
   232         1.63            65.8%       42.4%     $1,867,489    $4,400,000   04/01/2005  NAP
   233         1.19            59.2%        1.2%        $58,999    $4,800,000   02/23/2005  Vitamin Shoppe
   234         1.81            58.9%       52.6%     $2,497,483    $4,750,000   04/01/2005  Blockbuster Video
   235         1.33            69.8%       53.3%     $2,085,230    $3,910,000   03/26/2005  Eckerd Corporation
   236         1.48            65.1%       50.1%     $2,080,940    $4,150,000   04/05/2005  NAP
   237         1.68            60.8%       43.1%     $1,897,538    $4,400,000   12/16/2004  Lowe's Martinsburg
   238         1.47            67.5%       56.3%     $2,168,544    $3,850,000   12/09/2004  The Apprehensive Patient
   239         1.44            57.7%       44.7%     $2,011,520    $4,500,000   03/30/2005  Star Pacific
   240         1.55            61.8%       52.2%     $2,190,550    $4,200,000   02/02/2005  Eckerd Corporation
   241         1.48            65.4%       55.3%     $2,157,435    $3,900,000   01/31/2005  NAP
   242         1.52            67.6%       54.8%     $2,028,801    $3,700,000   05/03/2005  Duckhorn Wines
   243         2.03            36.2%        0.3%        $17,386    $6,900,000   04/20/2005  Walgreen Co.
   244         1.44            67.9%       57.6%     $2,074,960    $3,600,000   10/08/2004  Town & Country Liquors
   245         1.38            74.7%       57.5%     $1,801,265    $3,135,000   01/14/2005  NAP
   246         1.47            72.4%       61.2%     $1,898,686    $3,100,000   03/01/2005  Russ Lyon Realty
   247         2.09            52.2%       43.3%     $1,776,962    $4,100,000   12/23/2004  NAP
   248         2.04            50.8%       42.3%     $1,713,504    $4,050,000   12/09/2004  Hook-SupeRx, Inc.
   249         1.98            40.8%       26.7%     $1,306,995    $4,900,000   04/15/2005  Pep Boys #778
   250         1.43            76.8%       64.9%     $1,687,787    $2,600,000   04/12/2005  Prince George's County, Maryland
   251         2.00            39.6%       33.2%     $1,678,147    $5,050,000   04/16/2005  NAP
   252         1.73            55.7%       49.1%     $1,719,714    $3,500,000   03/21/2005  D.R. Horton, Inc.
   253         1.37            68.7%       58.1%     $1,625,947    $2,800,000   03/19/2005  Mom's Washateria
   254         1.37            61.4%       52.2%     $1,629,876    $3,125,000   04/11/2005  NAP
   255         1.81            55.6%       49.7%     $1,565,688    $3,150,000   04/29/2005  NAP
   256         1.26            72.3%       62.7%     $1,473,942    $2,350,000   03/08/2005  NAP
   257         2.25            45.7%       38.0%     $1,405,039    $3,700,000   12/23/2004  NAP
   258         2.54            45.6%       37.9%     $1,363,716    $3,600,000   01/10/2005  NAP
   259         1.18            58.6%       11.4%       $319,900    $2,800,000   03/01/2005  Ticor Title (American Title Insurance)
   260         1.37            74.3%       63.0%     $1,355,044    $2,150,000   04/11/2005  Mattress Giant
   261         1.46            59.7%        1.8%        $44,262    $2,500,000   03/25/2005  Panda Express
   262         1.25            63.0%       41.0%       $963,810    $2,350,000   05/12/2005  NAP
   263         1.46            63.5%       57.3%     $1,289,196    $2,250,000   03/25/2005  Desert Discount Cleaners
   264         1.72            61.2%       57.0%     $1,309,895    $2,300,000   04/01/2005  Ultra Fitness
   265         1.96            50.9%       42.7%     $1,173,987    $2,750,000   03/15/2005  Performance Box
   266         1.33            23.3%        0.4%        $23,792    $5,935,000   08/01/2005  Mattress Giant
   267         1.42            64.5%       54.5%     $1,122,712    $2,060,000   02/22/2005  Washington Mutual

   268         1.30            72.6%       55.9%       $357,535      $640,000   04/29/2005  Dolgencorp, Inc.
   269         1.30            72.6%       55.9%       $340,738      $610,000   04/29/2005  Dolgencorp, Inc.
   270         1.30            72.6%       55.9%       $321,188      $575,000   04/29/2005  Dolgencorp, Inc.
   271         2.54            27.7%        0.8%        $39,228    $4,700,000   05/05/2005  Walgreen Co.
   272         2.38            52.8%       43.9%     $1,074,442    $2,450,000   01/02/2005  NAP
   273         2.59            40.0%       33.4%     $1,002,174    $3,000,000   04/14/2005  NAP
   274         1.47            66.5%       56.5%     $1,016,307    $1,800,000   10/08/2004  Rainbow Academy
   275         1.62            51.6%       43.7%     $1,008,520    $2,310,000   10/21/2004  JCIL / Infinity Computers
   276         2.14            32.7%       21.5%       $698,800    $3,250,000   02/15/2005  Rite Aid
   277         1.20            73.8%       63.2%       $726,367    $1,150,000   04/01/2005  NAP

               1.74            62.6%       52.7%
</TABLE>



<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
MORTGAGE       LEASE                                                         LEASE
LOAN NO.  EXPIRATION DATE   % NSF   SECOND LARGEST TENANT(12)           EXPIRATION DATE    % NSF    THIRD LARGEST TENANT(12)
-----------------------------------------------------------------------------------------------------------------------------------

    1        11/30/2010     10.3%   Niles Bolton Associates                12/31/2009       7.2%    Morgan Keegan

    2           NAP           NAP   NAP                                       NAP            NAP    NAP
    3           NAP           NAP   NAP                                       NAP            NAP    NAP
    4           NAP           NAP   NAP                                       NAP            NAP    NAP
    5           NAP           NAP   NAP                                       NAP            NAP    NAP
    6           NAP           NAP   NAP                                       NAP            NAP    NAP
    7           NAP           NAP   NAP                                       NAP            NAP    NAP
    8           NAP           NAP   NAP                                       NAP            NAP    NAP
    9           NAP           NAP   NAP                                       NAP            NAP    NAP
   10           NAP           NAP   NAP                                       NAP            NAP    NAP
   11        07/01/2010     85.6%   Impinj                                 08/01/2010       7.1%    Surreal
   12        03/31/2016    100.0%   NAP                                       NAP            NAP    NAP
   13           NAP           NAP   NAP                                       NAP            NAP    NAP
   14        02/28/2020     23.9%   Marshall's                             01/31/2009      11.3%    Home Goods
   15        03/31/2024     57.8%   Mi Luna Restaurant                     03/31/2010       4.0%    The Radiance Group, LLC
   16           NAP           NAP   NAP                                       NAP            NAP    NAP
   17        04/30/2022     52.0%   Sam's Club                             05/31/2022      48.0%    NAP
   18           NAP           NAP   NAP                                       NAP            NAP    NAP
   19           NAP           NAP   NAP                                       NAP            NAP    NAP
   20        06/30/2016     32.4%   IMS Health Inc.                        07/31/2009      17.9%    Merrill Lynch
   21        02/28/2011     39.5%   MPC Products Corporation               12/31/2009      27.9%    Thomas Industries, Inc.
   22        08/31/2023     59.4%   Fairfield Chemical                     03/31/2006       6.2%    Movie Gallery
   23        05/31/2014     30.8%   Diesel                                 01/31/2014      28.6%    Puma
   24           NAP           NAP   NAP                                       NAP            NAP    NAP
   25           NAP           NAP   NAP                                       NAP            NAP    NAP
   26        01/31/2011     48.9%   Marshall's (TJ Maxx)                   01/31/2011      30.6%    DSW Shoe Warehouse
   27        02/28/2015     10.9%   Buckhead Uniform Shop                  12/31/2008       9.0%    Trading Zone, Inc.

   28        05/31/2030    100.0%   NAP                                       NAP            NAP    NAP
   29        05/31/2030    100.0%   NAP                                       NAP            NAP    NAP
   30        05/31/2030    100.0%   NAP                                       NAP            NAP    NAP
   31        05/31/2030    100.0%   NAP                                       NAP            NAP    NAP
   32        05/31/2030    100.0%   NAP                                       NAP            NAP    NAP
   33        05/31/2020     76.2%   IRS                                    10/18/2010      23.4%    Caffe D' Arte
   34        09/30/2019     24.7%   Party City                             09/30/2014      16.4%    Cici's Pizza
   35           NAP           NAP   NAP                                       NAP            NAP    NAP

   36        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   37        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   38        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   39        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   40        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   41        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   42        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   43        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   44        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   45        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   46        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   47        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   48        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   49        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   50        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   51        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   52        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   53        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   54        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   55        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   56        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   57        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   58        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   59        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   60        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   61        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   62        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   63        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   64        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   65        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   66        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   67        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   68        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   69        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   70        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   71        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   72        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   73        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   74        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   75        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   76        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   77        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   78        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   79        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   80        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   81        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   82        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   83        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   84        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   85        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   86        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   87        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   88        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   89        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   90        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   91        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   92        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   93        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   94        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   95        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   96        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   97        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   98        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   99        06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   100       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   101       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   102       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   103       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   104       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   105       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   106       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   107       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   108       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   109       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   110       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   111       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   112       06/05/2029       NAP   NAP                                       NAP            NAP    NAP
   113       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   114       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   115       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   116       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   117       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   118       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   119       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   120       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   121       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   122       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   123       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   124       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   125       06/05/2029    100.0%   NAP                                       NAP            NAP    NAP
   126       11/01/2011     46.2%   Babies 'R' Us                          01/31/2006      18.7%    Office Max
   127          MTM         18.8%   Schroeder's Ace Hardware               05/30/2010      12.9%    Dollar General
   128       08/31/2012     12.7%   Littlefield Hospitality, Inc.          10/31/2009      11.8%    Copper and Brass Sales
   129          NAP           NAP   NAP                                       NAP            NAP    NAP
   130       01/31/2022     60.4%   Beauty World                           05/31/2012       6.7%    Fresh Wear
   131          NAP           NAP   NAP                                       NAP            NAP    NAP
   132       01/31/2008     44.9%   Barrister Executive Suites, Inc.       03/31/2012      17.9%    City of Long Beach
   133       10/01/2012     46.9%   Jo-Ann Fabrics                         01/01/2014      18.5%    Barnes & Noble
   134       04/30/2010     30.5%   Trader Joe's                           10/31/2016      11.0%    Metropolitan Grill
   135       01/31/2025    100.0%   NAP                                       NAP            NAP    NAP
   136       07/31/2024    100.0%   NAP                                       NAP            NAP    NAP
   137       10/31/2024    100.0%   NAP                                       NAP            NAP    NAP
   138       10/31/2024    100.0%   NAP                                       NAP            NAP    NAP
   139       01/31/2015     35.0%   DSW Shoe Warehouse                     11/30/2009      22.7%    Pier 1 Imports
   140       02/28/2007      9.4%   New Garden Restaurnat                  06/30/2009       9.1%    Diamond Realty
   141       07/31/2009     34.8%   Eckerd                                 07/31/2009       8.5%    Mid Suffolk Pediatrics
   142       10/31/2007      9.4%   Impulse                                04/30/2009       6.1%    Polaris Marketing
   143       07/31/2016     51.5%   SD Fitness Center                      12/31/2007       6.6%    Rent A Center, Inc.
   144          NAP           NAP   NAP                                       NAP            NAP    NAP
   145       03/31/2023     45.4%   Bally's Total Fitness                  05/31/2015      30.4%    Family Place Thrift Shop
   146       01/31/2017     34.5%   Salvation Army                         09/30/2007       7.9%    CHUCK E CHEESES
   147       09/30/2013     15.8%   Spa at Brickwalk (Devalmar)            10/31/2006       4.4%    Vino (Slice of Life)
   148          NAP           NAP   NAP                                       NAP            NAP    NAP
   149       06/30/2009     66.7%   Potomac West Antiques                  04/30/2007      12.0%    Briar Teck
   150       05/15/2008     55.4%   Pacific Snapple Distributors           04/30/2011      44.6%    NAP
   151          NAP           NAP   NAP                                       NAP            NAP    NAP
   152       05/31/2015     40.8%   Stirling Properties                    05/31/2015      14.6%    Fuelman / Gascard
   153       07/31/2015      9.4%   La Madeleine                           06/30/2007       8.4%    Ball's Hamburger
   154          NAP           NAP   NAP                                       NAP            NAP    NAP
   155          NAP           NAP   NAP                                       NAP            NAP    NAP
   156          NAP           NAP   NAP                                       NAP            NAP    NAP
   157       01/03/2031     58.7%   Walgreen Co.                           02/01/2031      19.7%    Bertucci
   158       05/31/2014     20.1%   Morgan Technology, LLC                 04/30/2008      14.8%    Protection One Alarm
   159       09/30/2016     32.5%   County Ventura Medical Center          09/30/2006       8.4%    Rite Aid
   160          NAP           NAP   NAP                                       NAP            NAP    NAP
   161          NAP           NAP   NAP                                       NAP            NAP    NAP
   162       11/30/2012     49.9%   The Original Supermarket Corp.         09/30/2011      13.8%    Lerner New York Inc.
   163       02/28/2010     22.6%   Dallas Veterinary Surgical Center      02/28/2020      22.1%    Animal Diagnostic Clinic
   164       01/31/2013     20.4%   Brentwood Dentistry                    03/31/2011      10.5%    John Muir / Mt. Diablo Therapy
   165          NAP           NAP   NAP                                       NAP            NAP    NAP
   166          NAP           NAP   NAP                                       NAP            NAP    NAP
   167       12/31/2005     13.3%   Bar Louie                              09/30/2011       9.3%    The Samba Room
   168       06/30/2019     51.2%   Exodus Sports                          01/31/2010      15.8%    Tuscany Village Salon
   169          NAP           NAP   NAP                                       NAP            NAP    NAP
   170       09/30/2005     19.6%   MOORMAN & CO                           12/31/2008       9.8%    CARDOZA TRAVEL
   171       01/01/2020    100.0%   NAP                                       NAP            NAP    NAP
   172       01/31/2017    100.0%   NAP                                       NAP            NAP    NAP
   173       11/30/2018     65.9%   Home Design Furniture                  02/28/2013      34.1%    NAP
   174       10/31/2005     18.6%   Simmons & White, Inc.                  06/30/2008       9.5%    Mizner Place MRI
   175       06/30/2017    100.0%   NAP                                       NAP            NAP    NAP
   176       03/31/2010    100.0%   NAP                                       NAP            NAP    NAP
   177       12/31/2017     33.8%   Metropolitan West Securirties          12/31/2017      33.8%    Metropolitan West Financial
   178       12/30/2005     12.6%   Egg Harbor Cafe                        02/28/2006       9.9%    Design, Inc.
   179       09/30/2010     10.1%   Physicians Immediate Care, Inc.        05/31/2008       7.9%    Rock Solid Financial Group
   180       12/31/2011     55.4%   Godfather's Pizza                      10/31/2006       6.5%    AMX International
   181       03/31/2008     60.0%   Kimley-Horn and Associates             02/28/2007      40.0%    NAP

   182       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   183       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   184       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   185       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   186       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   187       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   188       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   189       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   190       03/18/2019    100.0%   NAP                                       NAP            NAP    NAP
   191       04/30/2014    100.0%   NAP                                       NAP            NAP    NAP

   192       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   193       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   194       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   195       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   196       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   197       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   198       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   199       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   200       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   201       03/18/2020    100.0%   NAP                                       NAP            NAP    NAP
   202       04/30/2011     16.4%   Photo Fast - Production                05/31/2011      14.1%    Davanni's
   203       04/30/2013    100.0%   NAP                                       NAP            NAP    NAP
   204       10/31/2019     58.0%   Mount Sinai Hospital                   09/30/2014      42.0%    NAP
   205       06/30/2014     39.1%   Beger Realty Corp                      01/31/2008       9.9%    Marsh & McLennan
   206       05/31/2008     14.8%   Denbai / Chonas Mexican                02/28/2010      12.8%    Rising Roll Sandwich

   207       12/31/2030     40.3%   Olive Garden                           12/31/2007      19.3%    Dahles Big & Tall Men
   208       12/31/2008     57.0%   Burger King                            12/31/2020      27.2%    Jiffy Lube
   209       12/31/2022    100.0%   NAP                                       NAP            NAP    NAP
   210          NAP           NAP   NAP                                       NAP            NAP    NAP
   211          NAP           NAP   NAP                                       NAP            NAP    NAP
   212          NAP           NAP   NAP                                       NAP            NAP    NAP
   213          NAP           NAP   NAP                                       NAP            NAP    NAP
   214       10/01/2014    100.0%   NAP                                       NAP            NAP    NAP
   215       01/31/2012     58.4%   Neoscale Systems, Inc.                 09/30/2009      41.6%    NAP
   216       06/30/2012    100.0%   NAP                                       NAP            NAP    NAP
   217          NAP           NAP   NAP                                       NAP            NAP    NAP
   218       04/30/2006     30.1%   McMahon Associates, Inc.               10/31/2009      23.5%    Schickedanz Capital Group, LLC
   219       04/30/2009     16.2%   TSC Restoration, Inc                   03/14/2010      10.6%    U.S. Border Patrol
   220       01/31/2007     19.1%   China Buffet                           02/28/2007       9.5%    Radio Shack
   221       10/31/2009     25.1%   Mt. Si Family Fitness                  05/31/2010      22.8%    King County Sheriff's Office
   222       01/31/2061    100.0%   NAP                                       NAP            NAP    NAP
   223       11/30/2014     24.6%   Sylvan                                 02/28/2010      18.0%    Clean Mart
   224       01/31/2007     21.4%   Flowing Tide Pub                       03/31/2007      14.6%    Payless Shoe Source
   225       12/16/2022    100.0%   NAP                                       NAP            NAP    NAP
   226          NAP           NAP   NAP                                       NAP            NAP    NAP
   227       02/28/2014    100.0%   NAP                                       NAP            NAP    NAP
   228       11/30/2019    100.0%   NAP                                       NAP            NAP    NAP
   229          NAP           NAP   NAP                                       NAP            NAP    NAP
   230       07/31/2009     18.0%   Countrywide                            02/28/2010      12.3%    Hollywood Tanning
   231          MTM        100.0%   NAP                                       NAP            NAP    NAP
   232          NAP           NAP   NAP                                       NAP            NAP    NAP
   233       01/31/2015     38.5%   London Gold                            10/30/2014      36.6%    Sprint
   234       08/31/2007     25.6%   Bond's Sports Grill                    06/30/2009      14.4%    Tea for Two
   235       11/08/2024    100.0%   NAP                                       NAP            NAP    NAP
   236          NAP           NAP   NAP                                       NAP            NAP    NAP
   237       05/31/2013    100.0%   NAP                                       NAP            NAP    NAP
   238       11/30/2010     14.1%   Bronze Tanning Factory Club            02/28/2006      13.0%    Gourmet Cafe
   239       09/30/2009    100.0%   NAP                                       NAP            NAP    NAP
   240       08/28/2027    100.0%   NAP                                       NAP            NAP    NAP
   241          NAP           NAP   NAP                                       NAP            NAP    NAP
   242       01/31/2006     16.7%   Niebaum-Coppola                        12/14/2006      16.3%    Olivier Napa Valley
   243       10/31/2079    100.0%   NAP                                       NAP            NAP    NAP
   244       11/30/2010     39.8%   Perkins Diner                          05/30/2010      31.0%    Dr. Deyong
   245          NAP           NAP   NAP                                       NAP            NAP    NAP
   246       10/31/2010     38.8%   First American Title Insurance Co.     08/31/2009      28.6%    Smiles by Design
   247          NAP           NAP   NAP                                       NAP            NAP    NAP
   248       06/30/2023    100.0%   NAP                                       NAP            NAP    NAP
   249       01/31/2010     43.7%   Wherehouse                             01/31/2011      10.8%    99 Furniture Store
   250       03/31/2010     55.5%   Hertz Equipment Rental Corporation     03/31/2007      44.5%    NAP
   251          NAP           NAP   NAP                                       NAP            NAP    NAP
   252       06/05/2006     19.7%   Grand Floor Design, Inc.                  MTM          13.9%    CH Mortgage
   253       01/31/2007     23.8%   Regia Meat Market                      12/31/2008      22.0%    Cypress Acupuncture and
                                                                                                    Chiropractor
   254          NAP           NAP   NAP                                       NAP            NAP    NAP
   255          NAP           NAP   NAP                                       NAP            NAP    NAP
   256          NAP           NAP   NAP                                       NAP            NAP    NAP
   257          NAP           NAP   NAP                                       NAP            NAP    NAP
   258          NAP           NAP   NAP                                       NAP            NAP    NAP
   259       09/30/2007     51.3%   London Gold                            10/31/2013      48.7%    NAP
   260       11/30/2014     61.0%   Verizon Wireless                       11/30/2009      39.0%    NAP
   261       04/30/2015     39.3%   Ritz Camera Centers, Inc.              04/30/2015      37.1%    EB Games
   262          NAP           NAP   NAP                                       NAP            NAP    NAP
   263       10/31/2013     78.1%   Subway                                 09/30/2008      21.9%    NAP
   264       01/14/2010     77.9%   AZ Advanced Physical Therapy           12/31/2006       8.3%    Ashlee's Print Shoppe
   265       04/30/2008     28.5%   Pitman Co.                             10/31/2006      27.1%    Spencer Manufactuing
   266       05/31/2010     23.5%   Pak Mail                               02/28/2010       5.7%    Roly Poly
   267       03/27/2010     52.1%   Pizza Hut                              05/01/2010      26.0%    Checkmate of Colorado

   268       07/31/2013    100.0%   NAP                                       NAP            NAP    NAP
   269       02/28/2014    100.0%   NAP                                       NAP            NAP    NAP
   270       02/28/2014    100.0%   NAP                                       NAP            NAP    NAP
   271       06/30/2030    100.0%   NAP                                       NAP            NAP    NAP
   272          NAP           NAP   NAP                                       NAP            NAP    NAP
   273          NAP           NAP   NAP                                       NAP            NAP    NAP
   274       11/01/2019     73.8%   Dunkin Donuts                          01/01/2020      15.8%    Vitamin Shop
   275       05/24/2014     50.5%   Straw Hat Pizza                        12/31/2009      32.9%    The Window Broker
   276       09/30/2024    100.0%   NAP                                       NAP            NAP    NAP
   277          NAP           NAP   NAP                                       NAP            NAP    NAP
</TABLE>



<TABLE>

--------------------------------------------------------------------------------------------------------------------------
MORTGAGE       LEASE                    INSURANCE            TAX            CAPITAL EXPENDITURE             TI/LC
LOAN NO.  EXPIRATION DATE    % NSF   ESCROW IN PLACE   ESCROW IN PLACE      ESCROW IN PLACE(13)      ESCROW IN PLACE(14)
--------------------------------------------------------------------------------------------------------------------------

    1        06/30/2008       6.6%          No               No                     No                       Yes

    2           NAP            NAP          No               Yes                    No                        No
    3           NAP            NAP          No               Yes                    No                        No
    4           NAP            NAP          No               Yes                    No                        No
    5           NAP            NAP          No               Yes                    No                        No
    6           NAP            NAP          No               Yes                    No                        No
    7           NAP            NAP          No               Yes                    No                        No
    8           NAP            NAP          No               Yes                    No                        No
    9           NAP            NAP          No               Yes                    No                        No
   10           NAP            NAP          No               Yes                    No                        No
   11        02/01/2009       5.6%          No               No                     No                        No
   12           NAP            NAP          No               No                     No                        No
   13           NAP            NAP          No               Yes                    Yes                       No
   14        09/30/2010       9.5%          No               No                     No                        No
   15        04/30/2010       3.2%          No               No                     No                        No
   16           NAP            NAP          No               No                     No                        No
   17           NAP            NAP          No               No                     No                        No
   18           NAP            NAP          No               Yes                    Yes                       No
   19           NAP            NAP          No               Yes                    Yes                       No
   20        06/30/2011      17.9%          No               No                     No                        No
   21        05/31/2010      11.6%          No               No                     Yes                       No
   22        09/30/2007       5.6%          No               No                     No                        No
   23        01/31/2010      22.3%          No               Yes                    No                        No
   24           NAP            NAP          No               Yes                    No                        No
   25           NAP            NAP          No               Yes                    Yes                       No
   26        10/31/2010      20.4%          No               No                     Yes                      Yes
   27        10/31/2009       5.7%         Yes               Yes                    Yes                       No

   28           NAP            NAP          No               No                     No                        No
   29           NAP            NAP          No               No                     No                        No
   30           NAP            NAP          No               No                     No                        No
   31           NAP            NAP          No               No                     No                        No
   32           NAP            NAP          No               No                     No                        No
   33        12/31/2007       0.4%         Yes               Yes                    No                        No
   34        08/31/2014       6.6%          No               No                     No                        No
   35           NAP            NAP          No               Yes                    No                        No

   36           NAP            NAP          No               No                     No                        No
   37           NAP            NAP          No               No                     No                        No
   38           NAP            NAP          No               No                     No                        No
   39           NAP            NAP          No               No                     No                        No
   40           NAP            NAP          No               No                     No                        No
   41           NAP            NAP          No               No                     No                        No
   42           NAP            NAP          No               No                     No                        No
   43           NAP            NAP          No               No                     No                        No
   44           NAP            NAP          No               No                     No                        No
   45           NAP            NAP          No               No                     No                        No
   46           NAP            NAP          No               No                     No                        No
   47           NAP            NAP          No               No                     No                        No
   48           NAP            NAP          No               No                     No                        No
   49           NAP            NAP          No               No                     No                        No
   50           NAP            NAP          No               No                     No                        No
   51           NAP            NAP          No               No                     No                        No
   52           NAP            NAP          No               No                     No                        No
   53           NAP            NAP          No               No                     No                        No
   54           NAP            NAP          No               No                     No                        No
   55           NAP            NAP          No               No                     No                        No
   56           NAP            NAP          No               No                     No                        No
   57           NAP            NAP          No               No                     No                        No
   58           NAP            NAP          No               No                     No                        No
   59           NAP            NAP          No               No                     No                        No
   60           NAP            NAP          No               No                     No                        No
   61           NAP            NAP          No               No                     No                        No
   62           NAP            NAP          No               No                     No                        No
   63           NAP            NAP          No               No                     No                        No
   64           NAP            NAP          No               No                     No                        No
   65           NAP            NAP          No               No                     No                        No
   66           NAP            NAP          No               No                     No                        No
   67           NAP            NAP          No               No                     No                        No
   68           NAP            NAP          No               No                     No                        No
   69           NAP            NAP          No               No                     No                        No
   70           NAP            NAP          No               No                     No                        No
   71           NAP            NAP          No               No                     No                        No
   72           NAP            NAP          No               No                     No                        No
   73           NAP            NAP          No               No                     No                        No
   74           NAP            NAP          No               No                     No                        No
   75           NAP            NAP          No               No                     No                        No
   76           NAP            NAP          No               No                     No                        No
   77           NAP            NAP          No               No                     No                        No
   78           NAP            NAP          No               No                     No                        No
   79           NAP            NAP          No               No                     No                        No
   80           NAP            NAP          No               No                     No                        No
   81           NAP            NAP          No               No                     No                        No
   82           NAP            NAP          No               No                     No                        No
   83           NAP            NAP          No               No                     No                        No
   84           NAP            NAP          No               No                     No                        No
   85           NAP            NAP          No               No                     No                        No
   86           NAP            NAP          No               No                     No                        No
   87           NAP            NAP          No               No                     No                        No
   88           NAP            NAP          No               No                     No                        No
   89           NAP            NAP          No               No                     No                        No
   90           NAP            NAP          No               No                     No                        No
   91           NAP            NAP          No               No                     No                        No
   92           NAP            NAP          No               No                     No                        No
   93           NAP            NAP          No               No                     No                        No
   94           NAP            NAP          No               No                     No                        No
   95           NAP            NAP          No               No                     No                        No
   96           NAP            NAP          No               No                     No                        No
   97           NAP            NAP          No               No                     No                        No
   98           NAP            NAP          No               No                     No                        No
   99           NAP            NAP          No               No                     No                        No
   100          NAP            NAP          No               No                     No                        No
   101          NAP            NAP          No               No                     No                        No
   102          NAP            NAP          No               No                     No                        No
   103          NAP            NAP          No               No                     No                        No
   104          NAP            NAP          No               No                     No                        No
   105          NAP            NAP          No               No                     No                        No
   106          NAP            NAP          No               No                     No                        No
   107          NAP            NAP          No               No                     No                        No
   108          NAP            NAP          No               No                     No                        No
   109          NAP            NAP          No               No                     No                        No
   110          NAP            NAP          No               No                     No                        No
   111          NAP            NAP          No               No                     No                        No
   112          NAP            NAP          No               No                     No                        No
   113          NAP            NAP          No               No                     No                        No
   114          NAP            NAP          No               No                     No                        No
   115          NAP            NAP          No               No                     No                        No
   116          NAP            NAP          No               No                     No                        No
   117          NAP            NAP          No               No                     No                        No
   118          NAP            NAP          No               No                     No                        No
   119          NAP            NAP          No               No                     No                        No
   120          NAP            NAP          No               No                     No                        No
   121          NAP            NAP          No               No                     No                        No
   122          NAP            NAP          No               No                     No                        No
   123          NAP            NAP          No               No                     No                        No
   124          NAP            NAP          No               No                     No                        No
   125          NAP            NAP          No               No                     No                        No
   126       01/01/2008      10.6%          No               No                     No                        No
   127       10/31/2005       6.1%          No               No                     No                        No
   128       01/31/2008       9.5%         Yes               Yes                    Yes                      Yes
   129          NAP            NAP         Yes               Yes                    Yes                       No
   130       09/30/2012       3.8%          No               No                     No                        No
   131          NAP            NAP          No               Yes                    Yes                       No
   132       12/31/2009      15.5%         Yes               Yes                    Yes                      Yes
   133       10/01/2012      13.0%          No               No                     No                        No
   134       11/30/2006      10.1%          No               No                     No                        No
   135          NAP            NAP          No               No                     No                        No
   136          NAP            NAP          No               No                     No                        No
   137          NAP            NAP          No               No                     No                        No
   138          NAP            NAP          No               No                     No                        No
   139       02/28/2009      11.6%          No               No                     No                        No
   140       05/31/2006       7.2%         Yes               Yes                    Yes                      Yes
   141       01/14/2011       5.4%         Yes               Yes                    No                        No
   142       08/31/2005       6.0%         Yes               Yes                    No                       Yes
   143       07/31/2006       4.7%         Yes               Yes                    Yes                      Yes
   144          NAP            NAP          No               No                     Yes                       No
   145       03/31/2008       4.8%          No               Yes                    Yes                      Yes
   146       12/31/2010       6.7%          No               No                     No                        No
   147       04/30/2010       4.2%          No               No                     No                        No
   148          NAP            NAP          No               No                     No                        No
   149       04/30/2008       5.5%         Yes               Yes                    Yes                      Yes
   150          NAP            NAP          No               No                     No                        No
   151          NAP            NAP         Yes               Yes                    Yes                       No
   152       12/31/2008      11.6%         Yes               Yes                    No                        No
   153       04/30/2008       8.2%         Yes               Yes                    Yes                      Yes
   154          NAP            NAP         Yes               Yes                    Yes                       No
   155          NAP            NAP          No               Yes                    No                        No
   156          NAP            NAP          No               No                     No                        No
   157       08/31/2006      10.6%          No               No                     No                        No
   158       04/30/2010       7.1%         Yes               Yes                    No                        No
   159       11/29/2011       7.9%          No               No                     No                        No
   160          NAP            NAP         Yes               Yes                    Yes                       No
   161          NAP            NAP          No               No                     No                        No
   162       01/31/2013      13.0%         Yes               Yes                    Yes                      Yes
   163       02/28/2020      18.7%         Yes               Yes                    Yes                      Yes
   164       05/13/2007      10.5%          No               Yes                    Yes                      Yes
   165          NAP            NAP          No               No                     Yes                       No
   166          NAP            NAP         Yes               Yes                    Yes                       No
   167       12/31/2009       9.1%          No               No                     No                       Yes
   168       06/30/2015      13.9%         Yes               Yes                    Yes                      Yes
   169          NAP            NAP         Yes               Yes                    Yes                       No
   170       12/31/2008       6.6%          No               No                     No                        No
   171          NAP            NAP          No               No                     No                        No
   172          NAP            NAP          No               No                     No                        No
   173          NAP            NAP          No               Yes                    Yes                       No
   174       09/30/2009       9.0%          No               Yes                    No                       Yes
   175          NAP            NAP          No               Yes                    No                        No
   176          NAP            NAP          No               No                     No                        No
   177       08/31/2008      32.3%         Yes               Yes                    Yes                      Yes
   178       10/30/2005       7.5%          No               No                     No                        No
   179       07/30/2010       6.0%          No               Yes                    No                       Yes
   180       07/31/2008       5.5%         Yes               Yes                    Yes                      Yes
   181          NAP            NAP          No               Yes                    No                       Yes

   182          NAP            NAP          No               No                     No                        No
   183          NAP            NAP          No               No                     No                        No
   184          NAP            NAP          No               No                     No                        No
   185          NAP            NAP          No               No                     No                        No
   186          NAP            NAP          No               No                     No                        No
   187          NAP            NAP          No               No                     No                        No
   188          NAP            NAP          No               No                     No                        No
   189          NAP            NAP          No               No                     No                        No
   190          NAP            NAP          No               No                     No                        No
   191          NAP            NAP         Yes               Yes                    No                        No

   192          NAP            NAP          No               No                     No                        No
   193          NAP            NAP          No               No                     No                        No
   194          NAP            NAP          No               No                     No                        No
   195          NAP            NAP          No               No                     No                        No
   196          NAP            NAP          No               No                     No                        No
   197          NAP            NAP          No               No                     No                        No
   198          NAP            NAP          No               No                     No                        No
   199          NAP            NAP          No               No                     No                        No
   200          NAP            NAP          No               No                     No                        No
   201          NAP            NAP          No               No                     No                        No
   202       06/30/2011      11.6%         Yes               Yes                    Yes                      Yes
   203          NAP            NAP         Yes               Yes                    No                        No
   204          NAP            NAP          No               Yes                    Yes                      Yes
   205       08/31/2005       8.6%          No               No                     No                        No
   206       10/31/2014      11.5%          No               Yes                    No                       Yes

   207       12/31/2023      14.7%          No               No                     No                        No
   208       03/31/2007      15.8%          No               No                     No                        No
   209          NAP            NAP         Yes               Yes                    Yes                       No
   210          NAP            NAP          No               No                     No                        No
   211          NAP            NAP         Yes               Yes                    Yes                       No
   212          NAP            NAP          No               No                     Yes                       No
   213          NAP            NAP          No               No                     No                        No
   214          NAP            NAP          No               No                     No                        No
   215          NAP            NAP          No               Yes                    No                       Yes
   216          NAP            NAP          No               Yes                    Yes                       No
   217          NAP            NAP         Yes               Yes                    Yes                       No
   218       07/31/2007      10.8%          No               Yes                    No                       Yes
   219       09/30/2006       8.1%          No               No                     No                        No
   220       06/30/2007       6.5%          No               No                     No                        No
   221       10/31/2009      12.0%         Yes               Yes                    Yes                      Yes
   222          NAP            NAP          No               No                     No                        No
   223       06/30/2015      18.0%         Yes               No                     Yes                      Yes
   224       08/10/2006      11.5%          No               No                     No                        No
   225          NAP            NAP          No               No                     No                        No
   226          NAP            NAP         Yes               Yes                    Yes                       No
   227          NAP            NAP          No               No                     No                        No
   228          NAP            NAP          No               No                     No                        No
   229          NAP            NAP          No               Yes                    No                        No
   230       07/31/2009       8.6%         Yes               Yes                    Yes                      Yes
   231          NAP            NAP          No               No                     No                        No
   232          NAP            NAP         Yes               Yes                    Yes                       No
   233       12/31/2011      24.9%          No               No                     No                       Yes
   234       02/28/2009       8.2%         Yes               Yes                    Yes                      Yes
   235          NAP            NAP          No               No                     No                        No
   236          NAP            NAP         Yes               Yes                    Yes                       No
   237          NAP            NAP          No               No                     No                        No
   238       08/30/2007       8.7%         Yes               Yes                    Yes                       No
   239          NAP            NAP          No               No                     Yes                      Yes
   240          NAP            NAP          No               No                     No                        No
   241          NAP            NAP          No               No                     No                        No
   242       03/31/2006      11.2%         Yes               Yes                    Yes                       No
   243          NAP            NAP          No               No                     No                        No
   244       05/31/2010      17.8%          No               No                     Yes                      Yes
   245          NAP            NAP         Yes               Yes                    Yes                       No
   246       01/31/2009      21.4%          No               No                     No                       Yes
   247          NAP            NAP          No               No                     Yes                       No
   248          NAP            NAP          No               No                     No                        No
   249       07/31/2005       9.6%          No               No                     No                        No
   250          NAP            NAP          No               Yes                    No                       Yes
   251          NAP            NAP          No               No                     No                        No
   252       06/05/2006      11.7%         Yes               Yes                    No                       Yes
   253       05/31/2007      10.4%          No               Yes                    No                        No
   254          NAP            NAP          No               Yes                    No                        No
   255          NAP            NAP          No               Yes                    No                        No
   256          NAP            NAP          No               Yes                    No                        No
   257          NAP            NAP          No               No                     Yes                       No
   258          NAP            NAP          No               No                     Yes                       No
   259          NAP            NAP          No               No                     No                       Yes
   260          NAP            NAP          No               Yes                    No                       Yes
   261       01/31/2015      23.5%          No               Yes                    No                       Yes
   262          NAP            NAP          No               Yes                    No                        No
   263          NAP            NAP          No               No                     No                        No
   264       04/30/2006       7.6%         Yes               Yes                    No                       Yes
   265       06/30/2010      16.8%          No               No                     No                        No
   266       02/28/2010       5.7%          No               No                     No                        No
   267       04/30/2010      21.9%          No               No                     No                        No

   268          NAP            NAP          No               No                     Yes                      Yes
   269          NAP            NAP          No               No                     Yes                      Yes
   270          NAP            NAP          No               No                     Yes                      Yes
   271          NAP            NAP          No               No                     No                        No
   272          NAP            NAP          No               No                     Yes                       No
   273          NAP            NAP          No               No                     No                        No
   274       05/06/2019      10.3%          No               No                     Yes                      Yes
   275       11/15/2009      16.6%          No               No                     No                       Yes
   276          NAP            NAP          No               No                     No                        No
   277          NAP            NAP          No               Yes                    Yes                       No

                                          23.2%             44.1%                  32.7%                    36.2%
</TABLE>



<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
     MORTGAGE                                    OTHER                                                 SPRINGING
     LOAN NO.                           ESCROW DESCRIPTION(15)                                   ESCROW DESCRIPTION(16)
------------------------------------------------------------------------------------------------------------------------------------

         1                                        NAP                                       RE Tax, Insurance, CapEx, TI/LC

         2                                        NAP                                                  Insurance
         3                                        NAP                                                  Insurance
         4                                        NAP                                                  Insurance
         5                                        NAP                                                  Insurance
         6                                        NAP                                                  Insurance
         7                                        NAP                                                  Insurance
         8                                        NAP                                                  Insurance
         9                                        NAP                                                  Insurance
        10                                        NAP                                                  Insurance
        11                                        NAP                                   RE Tax, Insurance, CapEx, TI/LC, Other
        12                                        NAP                                       RE Tax, Insurance, CapEx, TI/LC
        13                                        NAP                                                  Insurance
        14                                        NAP                                          RE Tax, Insurance, CapEx
        15                                        NAP                                   RE Tax, Insurance, CapEx, TI/LC, Other
        16                                        NAP                                              RE Tax, Insurance
        17                                        NAP                                              RE Tax, Insurance
        18                                        NAP                                                  Insurance
        19                                        NAP                                                  Insurance
        20                                        NAP                                          RE Tax, Insurance, CapEx
        21                                        NAP                                                    TI/LC
        22                                  Holdback Escrow                                    RE Tax, Insurance, CapEx
        23                                        NAP                                              Insurance, CapEx
        24                                        NAP                                                     NAP
        25                                        NAP                                                  Insurance
        26                               Ground Lease Holdback                                     RE Tax, Insurance
        27                                     Estoppel                                                   NAP

        28                     TI/LC / Submerged Lands Letters of Credit                RE Tax, Insurance, CapEx, TI/LC, Other
        29                              TI/LC Letter of Credit                          RE Tax, Insurance, CapEx, TI/LC, Other
        30                     TI/LC / Submerged Lands Letters of Credit                RE Tax, Insurance, CapEx, TI/LC, Other
        31                              TI/LC Letter of Credit                          RE Tax, Insurance, CapEx, TI/LC, Other
        32                              TI/LC Letter of Credit                          RE Tax, Insurance, CapEx, TI/LC, Other
        33                                        NAP                                                    TI/LC
        34                                        NAP                                                     NAP
        35                                        NAP                                              Insurance, CapEx

        36                                Deductible Impound                                   RE Tax, Insurance, CapEx
        37                                Deductible Impound                                   RE Tax, Insurance, CapEx
        38                                Deductible Impound                                   RE Tax, Insurance, CapEx
        39                                Deductible Impound                                   RE Tax, Insurance, CapEx
        40                                Deductible Impound                                   RE Tax, Insurance, CapEx
        41                                Deductible Impound                                   RE Tax, Insurance, CapEx
        42                                Deductible Impound                                   RE Tax, Insurance, CapEx
        43                                Deductible Impound                                   RE Tax, Insurance, CapEx
        44                                Deductible Impound                                   RE Tax, Insurance, CapEx
        45                                Deductible Impound                                   RE Tax, Insurance, CapEx
        46                                Deductible Impound                                   RE Tax, Insurance, CapEx
        47                                Deductible Impound                                   RE Tax, Insurance, CapEx
        48                                Deductible Impound                                   RE Tax, Insurance, CapEx
        49                                Deductible Impound                                   RE Tax, Insurance, CapEx
        50                                Deductible Impound                                   RE Tax, Insurance, CapEx
        51                                Deductible Impound                                   RE Tax, Insurance, CapEx
        52                                Deductible Impound                                   RE Tax, Insurance, CapEx
        53                                Deductible Impound                                   RE Tax, Insurance, CapEx
        54                                Deductible Impound                                   RE Tax, Insurance, CapEx
        55                                Deductible Impound                                   RE Tax, Insurance, CapEx
        56                                Deductible Impound                                   RE Tax, Insurance, CapEx
        57                                Deductible Impound                                   RE Tax, Insurance, CapEx
        58                                Deductible Impound                                   RE Tax, Insurance, CapEx
        59                                Deductible Impound                                   RE Tax, Insurance, CapEx
        60                                Deductible Impound                                   RE Tax, Insurance, CapEx
        61                                Deductible Impound                                   RE Tax, Insurance, CapEx
        62                                Deductible Impound                                   RE Tax, Insurance, CapEx
        63                                Deductible Impound                                   RE Tax, Insurance, CapEx
        64                                Deductible Impound                                   RE Tax, Insurance, CapEx
        65                                Deductible Impound                                   RE Tax, Insurance, CapEx
        66                                Deductible Impound                                   RE Tax, Insurance, CapEx
        67                                Deductible Impound                                   RE Tax, Insurance, CapEx
        68                                Deductible Impound                                   RE Tax, Insurance, CapEx
        69                                Deductible Impound                                   RE Tax, Insurance, CapEx
        70                                Deductible Impound                                   RE Tax, Insurance, CapEx
        71                                Deductible Impound                                   RE Tax, Insurance, CapEx
        72                                Deductible Impound                                   RE Tax, Insurance, CapEx
        73                                Deductible Impound                                   RE Tax, Insurance, CapEx
        74                                Deductible Impound                                   RE Tax, Insurance, CapEx
        75                                Deductible Impound                                   RE Tax, Insurance, CapEx
        76                                Deductible Impound                                   RE Tax, Insurance, CapEx
        77                                Deductible Impound                                   RE Tax, Insurance, CapEx
        78                                Deductible Impound                                   RE Tax, Insurance, CapEx
        79                                Deductible Impound                                   RE Tax, Insurance, CapEx
        80                                Deductible Impound                                   RE Tax, Insurance, CapEx
        81                                Deductible Impound                                   RE Tax, Insurance, CapEx
        82                                Deductible Impound                                   RE Tax, Insurance, CapEx
        83                                Deductible Impound                                   RE Tax, Insurance, CapEx
        84                                Deductible Impound                                   RE Tax, Insurance, CapEx
        85                                Deductible Impound                                   RE Tax, Insurance, CapEx
        86                                Deductible Impound                                   RE Tax, Insurance, CapEx
        87                                Deductible Impound                                   RE Tax, Insurance, CapEx
        88                                Deductible Impound                                   RE Tax, Insurance, CapEx
        89                                Deductible Impound                                   RE Tax, Insurance, CapEx
        90                                Deductible Impound                                   RE Tax, Insurance, CapEx
        91                                Deductible Impound                                   RE Tax, Insurance, CapEx
        92                                Deductible Impound                                   RE Tax, Insurance, CapEx
        93                                Deductible Impound                                   RE Tax, Insurance, CapEx
        94                                Deductible Impound                                   RE Tax, Insurance, CapEx
        95                                Deductible Impound                                   RE Tax, Insurance, CapEx
        96                                Deductible Impound                                   RE Tax, Insurance, CapEx
        97                                Deductible Impound                                   RE Tax, Insurance, CapEx
        98                                Deductible Impound                                   RE Tax, Insurance, CapEx
        99                                Deductible Impound                                   RE Tax, Insurance, CapEx
        100                               Deductible Impound                                   RE Tax, Insurance, CapEx
        101                               Deductible Impound                                   RE Tax, Insurance, CapEx
        102                               Deductible Impound                                   RE Tax, Insurance, CapEx
        103                               Deductible Impound                                   RE Tax, Insurance, CapEx
        104                               Deductible Impound                                   RE Tax, Insurance, CapEx
        105                               Deductible Impound                                   RE Tax, Insurance, CapEx
        106                               Deductible Impound                                   RE Tax, Insurance, CapEx
        107                               Deductible Impound                                   RE Tax, Insurance, CapEx
        108                               Deductible Impound                                   RE Tax, Insurance, CapEx
        109                               Deductible Impound                                   RE Tax, Insurance, CapEx
        110                               Deductible Impound                                   RE Tax, Insurance, CapEx
        111                               Deductible Impound                                   RE Tax, Insurance, CapEx
        112                 Deductible Impound / Insurance Proceeds Impound                    RE Tax, Insurance, CapEx
        113                               Deductible Impound                                   RE Tax, Insurance, CapEx
        114                               Deductible Impound                                   RE Tax, Insurance, CapEx
        115                               Deductible Impound                                   RE Tax, Insurance, CapEx
        116                               Deductible Impound                                   RE Tax, Insurance, CapEx
        117                               Deductible Impound                                   RE Tax, Insurance, CapEx
        118                               Deductible Impound                                   RE Tax, Insurance, CapEx
        119                               Deductible Impound                                   RE Tax, Insurance, CapEx
        120                               Deductible Impound                                   RE Tax, Insurance, CapEx
        121                               Deductible Impound                                   RE Tax, Insurance, CapEx
        122                               Deductible Impound                                   RE Tax, Insurance, CapEx
        123                               Deductible Impound                                   RE Tax, Insurance, CapEx
        124                               Deductible Impound                                   RE Tax, Insurance, CapEx
        125                               Deductible Impound                                   RE Tax, Insurance, CapEx
        126                                       NAP                                          RE Tax, Insurance, CapEx
        127                                       NAP                                          RE Tax, Insurance, CapEx
        128                                       NAP                                                     NAP
        129                                       NAP                                                   RE Tax
        130                                       NAP                                                     NAP
        131                                       NAP                                                  Insurance
        132                                       NAP                                                     NAP
        133                                       NAP                                          RE Tax, Insurance, CapEx
        134                                       NAP                                          RE Tax, Insurance, Other
        135                                       NAP                                          RE Tax, Insurance, CapEx
        136                                       NAP                                          RE Tax, Insurance, CapEx
        137                                       NAP                                          RE Tax, Insurance, CapEx
        138                                       NAP                                          RE Tax, Insurance, CapEx
        139                                       NAP                                          RE Tax, Insurance, CapEx
        140                                       NAP                                                     NAP
        141                                       NAP                                                CapEx, TI/LC
        142                                       NAP                                                     NAP
        143                                       NAP                                                     NAP
        144                                       NAP                                          RE Tax, Insurance, CapEx
        145                              Ground Lease Impound                                          Insurance
        146                                       NAP                                              RE Tax, Insurance
        147                                       NAP                                          RE Tax, Insurance, CapEx
        148                                       NAP                                          RE Tax, Insurance, CapEx
        149                                       NAP                                                     NAP
        150                               North Face Reserve                                       RE Tax, Insurance
        151                                       NAP                                                     NAP
        152                                       NAP                                                CapEx, TI/LC
        153                                       NAP                                                     NAP
        154                                       NAP                                                     NAP
        155                                       NAP                                                    CapEx
        156                                       NAP                                          RE Tax, Insurance, CapEx
        157                                       NAP                                          RE Tax, Insurance, CapEx
        158                                       NAP                                                    Other
        159                                       NAP                                                     NAP
        160                                       NAP                                                     NAP
        161                                       NAP                                              RE Tax, Insurance
        162                                       NAP                                                     NAP
        163                                       NAP                                                     NAP
        164                                       NAP                                                  Insurance
        165                                       NAP                                   RE Tax, Insurance, CapEx, Environmental
        166                               Litigation Impound                                              NAP
        167                                       NAP                                          RE Tax, Insurance, CapEx
        168                                 Special Impound                                               NAP
        169                                       NAP                                                     NAP
        170                                       NAP                                                     NAP
        171                                       NAP                                                    TI/LC
        172                             Sportsmart Reserve Fund                                RE Tax, Insurance, CapEx
        173                                       NAP                                           Insurance, CapEx, TI/LC
        174                                       NAP                                                    TI/LC
        175                                       NAP                                                     NAP
        176                                       NAP                                          RE Tax, Insurance, CapEx
        177                                       NAP                                                     NAP
        178                                       NAP                                          RE Tax, Insurance, CapEx
        179                                       NAP                                                    TI/LC
        180                                       NAP                                                    TI/LC
        181                                       NAP                                                    TI/LC

        182                                       NAP                                              RE Tax, Insurance
        183                                       NAP                                              RE Tax, Insurance
        184                                       NAP                                              RE Tax, Insurance
        185                                       NAP                                              RE Tax, Insurance
        186                                       NAP                                              RE Tax, Insurance
        187                                       NAP                                              RE Tax, Insurance
        188                                       NAP                                              RE Tax, Insurance
        189                                       NAP                                              RE Tax, Insurance
        190                                       NAP                                              RE Tax, Insurance
        191                          Debt Service Letter of Credit                                       TI/LC

        192                                       NAP                                              RE Tax, Insurance
        193                                       NAP                                              RE Tax, Insurance
        194                                       NAP                                              RE Tax, Insurance
        195                                       NAP                                              RE Tax, Insurance
        196                                       NAP                                              RE Tax, Insurance
        197                                       NAP                                              RE Tax, Insurance
        198                                       NAP                                              RE Tax, Insurance
        199                                       NAP                                              RE Tax, Insurance
        200                                       NAP                                              RE Tax, Insurance
        201                                       NAP                                              RE Tax, Insurance
        202                                       NAP                                                     NAP
        203                          Debt Service Letter of Credit                                   TI/LC, Other
        204                                       NAP                                                    Other
        205                                       NAP                                                     NAP
        206                                       NAP                                                     NAP

        207                                       NAP                                              RE Tax, Insurance
        208                                       NAP                                              RE Tax, Insurance
        209                                       NAP                                                     NAP
        210                                       NAP                                          RE Tax, Insurance, CapEx
        211                                       NAP                                                     NAP
        212                                       NAP                                          RE Tax, Insurance, CapEx
        213                                       NAP                                          RE Tax, Insurance, CapEx
        214                                       NAP                                       RE Tax, Insurance, CapEx, TI/LC
        215                                       NAP                                                     NAP
        216                                       NAP                                                    TI/LC
        217                                       NAP                                                     NAP
        218                                       NAP                                                    TI/LC
        219                                       NAP                                                     NAP
        220                                       NAP                                          RE Tax, Insurance, TI/LC
        221                                       NAP                                                     NAP
        222                                       NAP                                                     NAP
        223                                       NAP                                                     NAP
        224                                       NAP                                       RE Tax, Insurance, CapEx, TI/LC
        225                                       NAP                                          RE Tax, Insurance, CapEx
        226                                       NAP                                                     NAP
        227                                       NAP                                                     NAP
        228                                       NAP                                          RE Tax, Insurance, CapEx
        229                                       NAP                                                     NAP
        230                                       NAP                                                     NAP
        231                                       NAP                                          RE Tax, Insurance, TI/LC
        232                                       NAP                                                     NAP
        233                                       NAP                                                     NAP
        234                                       NAP                                                     NAP
        235                                       NAP                                          RE Tax, Insurance, CapEx
        236                                       NAP                                                     NAP
        237                                       NAP                                          RE Tax, Insurance, CapEx
        238                                       NAP                                                     NAP
        239                                       NAP                                                     NAP
        240                                       NAP                                          RE Tax, Insurance, CapEx
        241                                       NAP                                                     NAP
        242                                       NAP                                                    TI/LC
        243                                       NAP                                                     NAP
        244                                       NAP                                                     NAP
        245                                       NAP                                                     NAP
        246                                       NAP                                                     NAP
        247                                       NAP                                              RE Tax, Insurance
        248                                       NAP                                          RE Tax, Insurance, CapEx
        249                              Ground Lease Reserve                                            TI/LC
        250                                       NAP                                                    TI/LC
        251                                       NAP                                                     NAP
        252                                       NAP                                                     NAP
        253                                       NAP                                                     NAP
        254                                       NAP                                                     NAP
        255                                       NAP                                                     NAP
        256                                       NAP                                                     NAP
        257                      Radon Mitigation System Installation                              RE Tax, Insurance
        258                                       NAP                                              RE Tax, Insurance
        259                                       NAP                                                     NAP
        260                                       NAP                                                     NAP
        261                                 Occupancy Funds                                              Other
        262                                       NAP                                                     NAP
        263                                       NAP                                                    TI/LC
        264                                       NAP                                                    TI/LC
        265                                       NAP                                                     NAP
        266                                       NAP                                                     NAP
        267                                Economic Holdback                                             TI/LC

        268                                       NAP                                          RE Tax, Insurance, TI/LC
        269                                       NAP                                          RE Tax, Insurance, TI/LC
        270                                       NAP                                          RE Tax, Insurance, TI/LC
        271                              Debt Service Reserve                                      RE Tax, Insurance
        272                                       NAP                                              RE Tax, Insurance
        273                                       NAP                                                     NAP
        274                                       NAP                                                     NAP
        275                                       NAP                                              RE Tax, Insurance
        276                                       NAP                                                     NAP
        277                                       NAP                                                     NAP
</TABLE>



<TABLE>

----------------------------------------------------------------------------------------------------------------------------
MORTGAGE   INITIAL CAPITAL EXPENDITURE    MONTHLY CAPITAL EXPENDITURE   CURRENT CAPITAL EXPENDITURE           INITIAL TI/LC
LOAN NO.         ESCROW REQUIREMENT(17)         ESCROW REQUIREMENT(18)            ESCROW BALANCE(19)  ESCROW REQUIREMENT(20)
----------------------------------------------------------------------------------------------------------------------------

    1                               $0                             $0                            $0              $1,139,924

    2                               $0                             $0                            $0                      $0
    3                               $0                             $0                            $0                      $0
    4                               $0                             $0                            $0                      $0
    5                               $0                             $0                            $0                      $0
    6                               $0                             $0                            $0                      $0
    7                               $0                             $0                            $0                      $0
    8                               $0                             $0                            $0                      $0
    9                               $0                             $0                            $0                      $0
   10                               $0                             $0                            $0                      $0
   11                               $0                             $0                            $0                      $0
   12                               $0                             $0                            $0                      $0
   13                          $37,022                        $37,022                            $0                      $0
   14                               $0                             $0                            $0                      $0
   15                               $0                             $0                            $0                      $0
   16                               $0                             $0                            $0                      $0
   17                               $0                             $0                            $0                      $0
   18                               $0                         $1,157                            $0                      $0
   19                               $0                         $1,250                            $0                      $0
   20                               $0                             $0                            $0                      $0
   21                   $1,000,000 LOC                             $0                $1,000,000 LOC                      $0
   22                               $0                             $0                            $0                      $0
   23                               $0                             $0                            $0                      $0
   24                               $0                             $0                            $0                      $0
   25                          $24,946                        $24,946                            $0                      $0
   26                               $0                         $1,839                        $5,518                      $0
   27                         $136,000                             $0                      $136,075                      $0

   28                               $0                             $0                            $0                      $0
   29                               $0                             $0                            $0                      $0
   30                               $0                             $0                            $0                      $0
   31                               $0                             $0                            $0                      $0
   32                               $0                             $0                            $0                      $0
   33                               $0                             $0                            $0                      $0
   34                               $0                             $0                            $0                      $0
   35                               $0                             $0                            $0                      $0

   36                               $0                             $0                            $0                      $0
   37                               $0                             $0                            $0                      $0
   38                               $0                             $0                            $0                      $0
   39                               $0                             $0                            $0                      $0
   40                               $0                             $0                            $0                      $0
   41                               $0                             $0                            $0                      $0
   42                               $0                             $0                            $0                      $0
   43                               $0                             $0                            $0                      $0
   44                               $0                             $0                            $0                      $0
   45                               $0                             $0                            $0                      $0
   46                               $0                             $0                            $0                      $0
   47                               $0                             $0                            $0                      $0
   48                               $0                             $0                            $0                      $0
   49                               $0                             $0                            $0                      $0
   50                               $0                             $0                            $0                      $0
   51                               $0                             $0                            $0                      $0
   52                               $0                             $0                            $0                      $0
   53                               $0                             $0                            $0                      $0
   54                               $0                             $0                            $0                      $0
   55                               $0                             $0                            $0                      $0
   56                               $0                             $0                            $0                      $0
   57                               $0                             $0                            $0                      $0
   58                               $0                             $0                            $0                      $0
   59                               $0                             $0                            $0                      $0
   60                               $0                             $0                            $0                      $0
   61                               $0                             $0                            $0                      $0
   62                               $0                             $0                            $0                      $0
   63                               $0                             $0                            $0                      $0
   64                               $0                             $0                            $0                      $0
   65                               $0                             $0                            $0                      $0
   66                               $0                             $0                            $0                      $0
   67                               $0                             $0                            $0                      $0
   68                               $0                             $0                            $0                      $0
   69                               $0                             $0                            $0                      $0
   70                               $0                             $0                            $0                      $0
   71                               $0                             $0                            $0                      $0
   72                               $0                             $0                            $0                      $0
   73                               $0                             $0                            $0                      $0
   74                               $0                             $0                            $0                      $0
   75                               $0                             $0                            $0                      $0
   76                               $0                             $0                            $0                      $0
   77                               $0                             $0                            $0                      $0
   78                               $0                             $0                            $0                      $0
   79                               $0                             $0                            $0                      $0
   80                               $0                             $0                            $0                      $0
   81                               $0                             $0                            $0                      $0
   82                               $0                             $0                            $0                      $0
   83                               $0                             $0                            $0                      $0
   84                               $0                             $0                            $0                      $0
   85                               $0                             $0                            $0                      $0
   86                               $0                             $0                            $0                      $0
   87                               $0                             $0                            $0                      $0
   88                               $0                             $0                            $0                      $0
   89                               $0                             $0                            $0                      $0
   90                               $0                             $0                            $0                      $0
   91                               $0                             $0                            $0                      $0
   92                               $0                             $0                            $0                      $0
   93                               $0                             $0                            $0                      $0
   94                               $0                             $0                            $0                      $0
   95                               $0                             $0                            $0                      $0
   96                               $0                             $0                            $0                      $0
   97                               $0                             $0                            $0                      $0
   98                               $0                             $0                            $0                      $0
   99                               $0                             $0                            $0                      $0
   100                              $0                             $0                            $0                      $0
   101                              $0                             $0                            $0                      $0
   102                              $0                             $0                            $0                      $0
   103                              $0                             $0                            $0                      $0
   104                              $0                             $0                            $0                      $0
   105                              $0                             $0                            $0                      $0
   106                              $0                             $0                            $0                      $0
   107                              $0                             $0                            $0                      $0
   108                              $0                             $0                            $0                      $0
   109                              $0                             $0                            $0                      $0
   110                              $0                             $0                            $0                      $0
   111                              $0                             $0                            $0                      $0
   112                              $0                             $0                            $0                      $0
   113                              $0                             $0                            $0                      $0
   114                              $0                             $0                            $0                      $0
   115                              $0                             $0                            $0                      $0
   116                              $0                             $0                            $0                      $0
   117                              $0                             $0                            $0                      $0
   118                              $0                             $0                            $0                      $0
   119                              $0                             $0                            $0                      $0
   120                              $0                             $0                            $0                      $0
   121                              $0                             $0                            $0                      $0
   122                              $0                             $0                            $0                      $0
   123                              $0                             $0                            $0                      $0
   124                              $0                             $0                            $0                      $0
   125                              $0                             $0                            $0                      $0
   126                              $0                             $0                            $0                      $0
   127                              $0                             $0                            $0                      $0
   128                              $0                         $2,836                            $0                      $0
   129                              $0     4% of Monthly Gross Income                            $0                      $0
   130                              $0                             $0                            $0                      $0
   131                          $5,729                         $5,729                            $0                      $0
   132                          $1,239                         $1,239                            $0              $1,305,782
   133                              $0                             $0                            $0                      $0
   134                              $0                             $0                            $0                      $0
   135                              $0                             $0                            $0                      $0
   136                              $0                             $0                            $0                      $0
   137                              $0                             $0                            $0                      $0
   138                              $0                             $0                            $0                      $0
   139                              $0                             $0                            $0                      $0
   140                            $710                           $710                          $711                  $4,833
   141                              $0                             $0                            $0                      $0
   142                              $0                             $0                            $0                      $0
   143                          $1,430                         $1,430                            $0                  $2,500
   144                              $0     4% of Monthly Gross Income                            $0                      $0
   145                              $0                         $1,478                            $0                $450,000
   146                              $0                             $0                            $0                      $0
   147                              $0                             $0                            $0                      $0
   148                              $0                             $0                            $0                      $0
   149                          $1,295                         $1,295                        $2,589                 $79,167
   150                              $0                             $0                            $0                      $0
   151                              $0                         $2,418                            $0                      $0
   152                              $0                             $0                            $0                      $0
   153                            $594                           $594                            $0                  $3,583
   154                              $0                         $4,042                        $4,042                      $0
   155                              $0                             $0                            $0                      $0
   156                              $0                             $0                            $0                      $0
   157                              $0                             $0                            $0                      $0
   158                              $0                             $0                            $0                      $0
   159                              $0                             $0                            $0                      $0
   160                              $0                         $8,935                            $0                      $0
   161                              $0                             $0                            $0                      $0
   162                            $623                           $623                          $623                  $1,542
   163                              $0                           $492                          $984                      $0
   164                              $0                           $561                          $561                      $0
   165                              $0     4% of Monthly Gross Income                            $0                      $0
   166                         $13,750                             $0                       $13,750                      $0
   167                              $0                             $0                            $0                $114,003
   168                              $0                         $1,586                            $0                      $0
   169                              $0                         $5,965                        $5,965                      $0
   170                              $0                             $0                            $0                      $0
   171                              $0                             $0                            $0                      $0
   172                              $0                             $0                            $0                      $0
   173                          $8,008                             $0                        $8,008                      $0
   174                              $0                             $0                            $0                $107,304
   175                              $0                             $0                            $0                      $0
   176                              $0                             $0                            $0                      $0
   177                            $404                           $404                            $0                    $833
   178                              $0                             $0                            $0                      $0
   179                              $0                             $0                            $0                 $66,772
   180                              $0                         $1,255                            $0                      $0
   181                              $0                             $0                            $0                $250,000

   182                              $0                             $0                            $0                      $0
   183                              $0                             $0                            $0                      $0
   184                              $0                             $0                            $0                      $0
   185                              $0                             $0                            $0                      $0
   186                              $0                             $0                            $0                      $0
   187                              $0                             $0                            $0                      $0
   188                              $0                             $0                            $0                      $0
   189                              $0                             $0                            $0                      $0
   190                              $0                             $0                            $0                      $0
   191                              $0                             $0                            $0                      $0

   192                              $0                             $0                            $0                      $0
   193                              $0                             $0                            $0                      $0
   194                              $0                             $0                            $0                      $0
   195                              $0                             $0                            $0                      $0
   196                              $0                             $0                            $0                      $0
   197                              $0                             $0                            $0                      $0
   198                              $0                             $0                            $0                      $0
   199                              $0                             $0                            $0                      $0
   200                              $0                             $0                            $0                      $0
   201                              $0                             $0                            $0                      $0
   202                              $0                           $589                            $0                 $50,000
   203                              $0                             $0                            $0                      $0
   204                              $0                             $0                            $0                      $0
   205                              $0                             $0                            $0                      $0
   206                              $0                             $0                            $0                 $50,000

   207                              $0                             $0                            $0                      $0
   208                              $0                             $0                            $0                      $0
   209                          $1,135                         $1,135                        $2,269                      $0
   210                              $0                             $0                            $0                      $0
   211                              $0                           $682                            $0                      $0
   212                              $0     4% of Monthly Gross Income                            $0                      $0
   213                              $0     4% of Monthly Gross Income                            $0                      $0
   214                              $0                             $0                            $0                      $0
   215                              $0                             $0                            $0            $125,000 LOC
   216                              $0                           $732                            $0                      $0
   217                              $0                         $2,268                       $22,680                      $0
   218                              $0                             $0                            $0                 $99,744
   219                              $0                             $0                            $0                      $0
   220                              $0                             $0                            $0                      $0
   221                              $0                         $1,351                            $0                      $0
   222                              $0                             $0                            $0                      $0
   223                              $0                           $209                            $0                      $0
   224                              $0                             $0                            $0                      $0
   225                              $0                             $0                            $0                      $0
   226                        $145,988                         $3,851                      $149,839                      $0
   227                              $0                             $0                            $0                      $0
   228                              $0                             $0                            $0                      $0
   229                              $0                             $0                            $0                      $0
   230                              $0                           $410                          $410                      $0
   231                              $0                             $0                            $0                      $0
   232                              $0                         $2,006                            $0                      $0
   233                              $0                             $0                            $0                      $0
   234                            $421                           $421                            $0                  $1,667
   235                              $0                             $0                            $0                      $0
   236                              $0                         $1,132                            $0                      $0
   237                              $0                             $0                            $0                      $0
   238                            $288                           $288                            $0                      $0
   239                        $226,272                             $0                      $226,272                      $0
   240                              $0                             $0                            $0                      $0
   241                              $0                             $0                            $0                      $0
   242                              $0                           $225                            $0                      $0
   243                              $0                             $0                            $0                      $0
   244                              $0                           $228                          $457                      $0
   245                          $1,246                         $1,246                            $0                      $0
   246                              $0                             $0                            $0                      $0
   247                              $0                         $2,375                        $7,141                      $0
   248                              $0                             $0                            $0                      $0
   249                              $0                             $0                            $0                      $0
   250                              $0                             $0                            $0                  $1,500
   251                              $0                             $0                            $0                      $0
   252                              $0                             $0                            $0                $100,000
   253                              $0                             $0                            $0                      $0
   254                              $0                             $0                            $0                      $0
   255                              $0                             $0                            $0                      $0
   256                              $0                             $0                            $0                      $0
   257                              $0                         $2,458                        $7,391                      $0
   258                              $0                         $2,083                        $6,263                      $0
   259                              $0                             $0                            $0                      $0
   260                              $0                             $0                            $0                    $750
   261                              $0                             $0                            $0                 $46,820
   262                              $0                             $0                            $0                      $0
   263                              $0                             $0                            $0                      $0
   264                              $0                             $0                            $0                      $0
   265                              $0                             $0                            $0                      $0
   266                              $0                             $0                            $0                      $0
   267                              $0                             $0                            $0                      $0

   268                              $0                           $113                            $0                      $0
   269                              $0                           $107                            $0                      $0
   270                              $0                           $101                            $0                      $0
   271                              $0                             $0                            $0                      $0
   272                              $0                         $1,563                        $4,699                      $0
   273                              $0                             $0                            $0                      $0
   274                              $0                           $119                          $237                      $0
   275                              $0                             $0                            $0                      $0
   276                              $0                             $0                            $0                      $0
   277                              $0                           $761                            $0                      $0

                            $1,607,099                       $134,257                    $1,606,483              $4,001,724
</TABLE>



<TABLE>

--------------------------------------------------------------------------------------------------------------------------------
MORTGAGE            MONTHLY TI/LC             CURRENT TI/LC      ENVIRONMENTAL              INTEREST
LOAN NO.    ESCROW REQUIREMENT(21)        ESCROW BALANCE(22)       INSURANCE             ACCRUAL METHOD       SEASONING(23)
--------------------------------------------------------------------------------------------------------------------------------

    1                          $0                        $0           No                   Actual/360                         3

    2                          $0                        $0           No                   Actual/360                         0
    3                          $0                        $0           No                   Actual/360                         0
    4                          $0                        $0           No                   Actual/360                         0
    5                          $0                        $0           No                   Actual/360                         0
    6                          $0                        $0           No                   Actual/360                         0
    7                          $0                        $0           No                   Actual/360                         0
    8                          $0                        $0           No                   Actual/360                         0
    9                          $0                        $0           No                   Actual/360                         0
   10                          $0                        $0           No                   Actual/360                         0
   11                          $0                        $0           No                   Actual/360                         0
   12                          $0                        $0           No                   Actual/360                         5
   13                          $0                        $0           No                   Actual/360                         2
   14                          $0                        $0           No                   Actual/360                         3
   15                          $0                        $0           No                   Actual/360                         0
   16                          $0                        $0           No                   Actual/360                         5
   17                          $0                        $0           No                   Actual/360                         3
   18                          $0                        $0           No                   Actual/360                         0
   19                          $0                        $0           No                   Actual/360                         0
   20                          $0                        $0           No                   Actual/360                         1
   21                          $0                        $0           No                   Actual/360                         0
   22                          $0                        $0           No                   Actual/360                         0
   23                          $0                        $0           No                   Actual/360                         2
   24                          $0                        $0           No                   Actual/360                         0
   25                          $0                        $0           No                   Actual/360                         2
   26                      $5,109                   $15,326           No                   Actual/360                         4
   27                          $0                        $0           No                   Actual/360                         1

   28                          $0                        $0           No                   Actual/360                         1
   29                          $0                        $0           No                   Actual/360                         1
   30                          $0                        $0           No                   Actual/360                         1
   31                          $0                        $0           No                   Actual/360                         1
   32                          $0                        $0           No                   Actual/360                         1
   33                          $0                        $0           No                   Actual/360                         0
   34                          $0                        $0           No                     30/360                           0
   35                          $0                        $0           No                   Actual/360                         2

   36                          $0                        $0    Yes - Individual            Actual/360                         4
   37                          $0                        $0    Yes - Individual            Actual/360                         4
   38                          $0                        $0    Yes - Individual            Actual/360                         4
   39                          $0                        $0    Yes - Individual            Actual/360                         4
   40                          $0                        $0    Yes - Individual            Actual/360                         4
   41                          $0                        $0    Yes - Individual            Actual/360                         4
   42                          $0                        $0    Yes - Individual            Actual/360                         4
   43                          $0                        $0    Yes - Individual            Actual/360                         4
   44                          $0                        $0    Yes - Individual            Actual/360                         4
   45                          $0                        $0    Yes - Individual            Actual/360                         4
   46                          $0                        $0    Yes - Individual            Actual/360                         4
   47                          $0                        $0    Yes - Individual            Actual/360                         4
   48                          $0                        $0    Yes - Individual            Actual/360                         4
   49                          $0                        $0    Yes - Individual            Actual/360                         4
   50                          $0                        $0    Yes - Individual            Actual/360                         4
   51                          $0                        $0    Yes - Individual            Actual/360                         4
   52                          $0                        $0    Yes - Individual            Actual/360                         4
   53                          $0                        $0    Yes - Individual            Actual/360                         4
   54                          $0                        $0    Yes - Individual            Actual/360                         4
   55                          $0                        $0    Yes - Individual            Actual/360                         4
   56                          $0                        $0    Yes - Individual            Actual/360                         4
   57                          $0                        $0    Yes - Individual            Actual/360                         4
   58                          $0                        $0    Yes - Individual            Actual/360                         4
   59                          $0                        $0    Yes - Individual            Actual/360                         4
   60                          $0                        $0    Yes - Individual            Actual/360                         4
   61                          $0                        $0    Yes - Individual            Actual/360                         4
   62                          $0                        $0    Yes - Individual            Actual/360                         4
   63                          $0                        $0    Yes - Individual            Actual/360                         4
   64                          $0                        $0    Yes - Individual            Actual/360                         4
   65                          $0                        $0    Yes - Individual            Actual/360                         4
   66                          $0                        $0    Yes - Individual            Actual/360                         4
   67                          $0                        $0    Yes - Individual            Actual/360                         4
   68                          $0                        $0    Yes - Individual            Actual/360                         4
   69                          $0                        $0    Yes - Individual            Actual/360                         4
   70                          $0                        $0    Yes - Individual            Actual/360                         4
   71                          $0                        $0    Yes - Individual            Actual/360                         4
   72                          $0                        $0    Yes - Individual            Actual/360                         4
   73                          $0                        $0    Yes - Individual            Actual/360                         4
   74                          $0                        $0    Yes - Individual            Actual/360                         4
   75                          $0                        $0    Yes - Individual            Actual/360                         4
   76                          $0                        $0    Yes - Individual            Actual/360                         4
   77                          $0                        $0    Yes - Individual            Actual/360                         4
   78                          $0                        $0    Yes - Individual            Actual/360                         4
   79                          $0                        $0    Yes - Individual            Actual/360                         4
   80                          $0                        $0    Yes - Individual            Actual/360                         4
   81                          $0                        $0    Yes - Individual            Actual/360                         4
   82                          $0                        $0    Yes - Individual            Actual/360                         4
   83                          $0                        $0    Yes - Individual            Actual/360                         4
   84                          $0                        $0    Yes - Individual            Actual/360                         4
   85                          $0                        $0    Yes - Individual            Actual/360                         4
   86                          $0                        $0    Yes - Individual            Actual/360                         4
   87                          $0                        $0    Yes - Individual            Actual/360                         4
   88                          $0                        $0    Yes - Individual            Actual/360                         4
   89                          $0                        $0    Yes - Individual            Actual/360                         4
   90                          $0                        $0    Yes - Individual            Actual/360                         4
   91                          $0                        $0    Yes - Individual            Actual/360                         4
   92                          $0                        $0    Yes - Individual            Actual/360                         4
   93                          $0                        $0    Yes - Individual            Actual/360                         4
   94                          $0                        $0    Yes - Individual            Actual/360                         4
   95                          $0                        $0    Yes - Individual            Actual/360                         4
   96                          $0                        $0    Yes - Individual            Actual/360                         4
   97                          $0                        $0    Yes - Individual            Actual/360                         4
   98                          $0                        $0    Yes - Individual            Actual/360                         4
   99                          $0                        $0    Yes - Individual            Actual/360                         4
   100                         $0                        $0    Yes - Individual            Actual/360                         4
   101                         $0                        $0    Yes - Individual            Actual/360                         4
   102                         $0                        $0    Yes - Individual            Actual/360                         4
   103                         $0                        $0    Yes - Individual            Actual/360                         4
   104                         $0                        $0    Yes - Individual            Actual/360                         4
   105                         $0                        $0    Yes - Individual            Actual/360                         4
   106                         $0                        $0    Yes - Individual            Actual/360                         4
   107                         $0                        $0    Yes - Individual            Actual/360                         4
   108                         $0                        $0    Yes - Individual            Actual/360                         4
   109                         $0                        $0    Yes - Individual            Actual/360                         4
   110                         $0                        $0    Yes - Individual            Actual/360                         4
   111                         $0                        $0    Yes - Individual            Actual/360                         4
   112                         $0                        $0    Yes - Individual            Actual/360                         4
   113                         $0                        $0    Yes - Individual            Actual/360                         4
   114                         $0                        $0    Yes - Individual            Actual/360                         4
   115                         $0                        $0    Yes - Individual            Actual/360                         4
   116                         $0                        $0    Yes - Individual            Actual/360                         4
   117                         $0                        $0    Yes - Individual            Actual/360                         4
   118                         $0                        $0    Yes - Individual            Actual/360                         4
   119                         $0                        $0    Yes - Individual            Actual/360                         4
   120                         $0                        $0    Yes - Individual            Actual/360                         4
   121                         $0                        $0    Yes - Individual            Actual/360                         4
   122                         $0                        $0    Yes - Individual            Actual/360                         4
   123                         $0                        $0    Yes - Individual            Actual/360                         4
   124                         $0                        $0    Yes - Individual            Actual/360                         4
   125                         $0                        $0    Yes - Individual            Actual/360                         4
   126                         $0                        $0           No                     30/360                           3
   127                         $0                        $0           No                     30/360                           3
   128                    $14,640                        $0           No                   Actual/360                         0
   129                         $0                        $0           No                   Actual/360                         1
   130                         $0                        $0           No                     30/360                           0
   131                         $0                        $0           No                   Actual/360                         0
   132                     $5,782                        $0           No                   Actual/360                         0
   133                         $0                        $0           No                     30/360                           3
   134                         $0                        $0           No                   Actual/360                         2
   135                         $0                        $0           No                     30/360                           4
   136                         $0                        $0           No                     30/360                          10
   137                         $0                        $0           No                     30/360                           8
   138                         $0                        $0           No                     30/360                           6
   139                         $0                        $0           No                     30/360                           3
   140                     $4,833                    $4,833           No                   Actual/360                         1
   141                         $0                        $0           No                   Actual/360                         1
   142                    $10,000                        $0           No                   Actual/360                         0
   143                     $2,500                        $0           No                   Actual/360                         0
   144                         $0                        $0           No                   Actual/360                         1
   145                     $2,604                  $464,413           No                   Actual/360                         1
   146                         $0                        $0           No                   Actual/360                         3
   147                         $0                        $0           No                   Actual/360                         4
   148                         $0                        $0           No                   Actual/360                         1
   149                     $4,167                   $83,333           No                   Actual/360                         2
   150                         $0                        $0           No                     30/360                           3
   151                         $0                        $0           No                   Actual/360                         1
   152                         $0                        $0           No                   Actual/360                         1
   153                     $3,583                        $0           No                   Actual/360                         3
   154                         $0                        $0           No                   Actual/360                         2
   155                         $0                        $0           No                   Actual/360                         1
   156                         $0                        $0           No                   Actual/360                         1
   157                         $0                        $0           No                   Actual/360                         1
   158                         $0                        $0           No                   Actual/360                         0
   159                         $0                        $0           No                   Actual/360                         0
   160                         $0                        $0           No                   Actual/360                         0
   161                         $0                        $0           No                   Actual/360                         2
   162                     $1,542                    $1,542           No                   Actual/360                         1
   163                     $3,277                    $6,561           No                   Actual/360                         3
   164                     $3,134                    $3,134           No                   Actual/360                         2
   165                         $0                        $0           No                   Actual/360                         1
   166                         $0                        $0           No                   Actual/360                         0
   167                         $0                        $0           No                     30/360                           3
   168                     $2,802                        $0           No                   Actual/360                         1
   169                         $0                        $0           No                   Actual/360                         2
   170                         $0                        $0           No                   Actual/360                         0
   171                         $0                        $0           No                   Actual/360                         4
   172                         $0                        $0           No                     30/360                           2
   173                         $0                        $0           No                   Actual/360                         2
   174                         $0                  $107,304           No                   Actual/360                         0
   175                         $0                        $0           No                   Actual/360                         0
   176                         $0                        $0           No                   Actual/360                         1
   177                       $833                        $0           No                   Actual/360                         2
   178                         $0                        $0           No                     30/360                           3
   179                         $0                   $66,772           No                   Actual/360                         0
   180                     $2,000                        $0           No                   Actual/360                         0
   181                         $0                  $250,000           No                   Actual/360                         0

   182                         $0                        $0           No                   Actual/360                         9
   183                         $0                        $0           No                   Actual/360                         9
   184                         $0                        $0           No                   Actual/360                         9
   185                         $0                        $0           No                   Actual/360                         9
   186                         $0                        $0           No                   Actual/360                         9
   187                         $0                        $0           No                   Actual/360                         9
   188                         $0                        $0           No                   Actual/360                         9
   189                         $0                        $0           No                   Actual/360                         9
   190                         $0                        $0           No                   Actual/360                         9
   191                         $0                        $0           No                   Actual/360                         1

   192                         $0                        $0           No                   Actual/360                         9
   193                         $0                        $0           No                   Actual/360                         9
   194                         $0                        $0           No                   Actual/360                         9
   195                         $0                        $0           No                   Actual/360                         9
   196                         $0                        $0           No                   Actual/360                         9
   197                         $0                        $0           No                   Actual/360                         9
   198                         $0                        $0           No                   Actual/360                         9
   199                         $0                        $0           No                   Actual/360                         9
   200                         $0                        $0           No                   Actual/360                         9
   201                         $0                        $0           No                   Actual/360                         9
   202                     $2,512                   $50,014           No                   Actual/360                         1
   203                         $0                        $0           No                   Actual/360                         2
   204                         $0                        $0           No                   Actual/360                         0
   205                         $0                        $0           No                   Actual/360                         1
   206                         $0                   $50,000           No                   Actual/360                         1

   207                         $0                        $0           No                   Actual/360                         1
   208                         $0                        $0           No                   Actual/360                         1
   209                         $0                        $0           No                   Actual/360                         2
   210                         $0                        $0       Yes - Group              Actual/360                         2
   211                         $0                        $0           No                   Actual/360                         1
   212                         $0                        $0           No                   Actual/360                         1
   213                         $0                        $0           No                   Actual/360                         1
   214                         $0                        $0           No                   Actual/360                         4
   215                         $0              $125,000 LOC           No                   Actual/360                         1
   216                         $0                        $0           No                   Actual/360                         1
   217                         $0                        $0           No                   Actual/360                        11
   218                         $0                   $99,744           No                   Actual/360                         0
   219                         $0                        $0           No                   Actual/360                         0
   220                         $0                        $0       Yes - Group              Actual/360                         1
   221                     $1,515                        $0           No                   Actual/360                         1
   222                         $0                        $0           No                     30/360                           1
   223                       $919                        $0           No                   Actual/360                         0
   224                         $0                        $0           No                   Actual/360                         2
   225                         $0                        $0           No                   Actual/360                         0
   226                         $0                        $0       Yes - Group              Actual/360                         2
   227                         $0                        $0           No                   Actual/360                         1
   228                         $0                        $0           No                   Actual/360                         3
   229                         $0                        $0           No                   Actual/360                         1
   230                     $1,083                    $1,084           No                   Actual/360                         2
   231                         $0                        $0           No                   Actual/360                         1
   232                         $0                        $0       Yes - Group              Actual/360                         1
   233                       $930                        $0       Yes - Group              Actual/360                         1
   234                     $1,667                        $0           No                   Actual/360                         0
   235                         $0                        $0           No                   Actual/360                         1
   236                         $0                        $0       Yes - Group              Actual/360                         0
   237                         $0                        $0           No                   Actual/360                         5
   238                         $0                        $0           No                   Actual/360                         1
   239                     $2,000                        $0           No                   Actual/360                         1
   240                         $0                        $0           No                   Actual/360                         2
   241                         $0                        $0       Yes - Group              Actual/360                         1
   242                         $0                        $0       Yes - Group              Actual/360                         0
   243                         $0                        $0           No                     30/360                           1
   244                       $761                    $1,523           No                   Actual/360                         3
   245                         $0                        $0           No                   Actual/360                         2
   246                     $1,343                    $1,343       Yes - Group              Actual/360                         2
   247                         $0                        $0           No                   Actual/360                         4
   248                         $0                        $0           No                   Actual/360                         5
   249                         $0                        $0       Yes - Group              Actual/360                         0
   250                     $1,500                    $1,500           No                   Actual/360                         1
   251                         $0                        $0           No                   Actual/360                         1
   252                         $0                  $100,011       Yes - Group              Actual/360                         1
   253                         $0                        $0           No                   Actual/360                         1
   254                         $0                        $0           No                   Actual/360                         1
   255                         $0                        $0           No                   Actual/360                         0
   256                         $0                        $0           No                   Actual/360                         1
   257                         $0                        $0           No                   Actual/360                         4
   258                         $0                        $0           No                   Actual/360                         4
   259                       $630                        $0       Yes - Group              Actual/360                         1
   260                       $750                      $750           No                   Actual/360                         1
   261                         $0                   $46,820           No                   Actual/360                         2
   262                         $0                        $0           No                   Actual/360                         0
   263                         $0                        $0       Yes - Group              Actual/360                         1
   264                     $1,902                        $0       Yes - Group              Actual/360                         1
   265                         $0                        $0           No                   Actual/360                         1
   266                         $0                        $0           No                   Actual/360                         2
   267                         $0                        $0       Yes - Group              Actual/360                         1

   268                       $333                        $0       Yes - Group              Actual/360                         0
   269                       $318                        $0       Yes - Group              Actual/360                         0
   270                       $299                        $0       Yes - Group              Actual/360                         0
   271                         $0                        $0           No                   Actual/360                         0
   272                         $0                        $0           No                   Actual/360                         4
   273                         $0                        $0       Yes - Group              Actual/360                         0
   274                       $395                      $791           No                   Actual/360                         3
   275                       $785                    $3,925           No                   Actual/360                         6
   276                         $0                        $0           No                   Actual/360                         3
   277                         $0                        $0           No                   Actual/360                         1

                          $86,448                $1,485,724                                                                   2
</TABLE>

</TABLE>

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
                                              PREPAYMENT CODE(24)
 MORTGAGE  -------------------------------------------------------------------------------------------     YM       ADMINISTRATIVE
 LOAN NO.    LO     DEF         DEF/YM1.00          DEF/YM         YM2.00        YM1.00       OPEN     FORMULA(25)    COST RATE(26)
-----------------------------------------------------------------------------------------------------------------------------------

     1         27                            89                                                     4       A                3.220

     2         35       83                                                                          2                        3.220
     3         35       83                                                                          2                        3.220
     4         35       83                                                                          2                        3.220
     5         35       83                                                                          2                        3.220
     6         35       83                                                                          2                        3.220
     7         35       83                                                                          2                        3.220
     8         35       83                                                                          2                        3.220
     9         35       83                                                                          2                        3.220
    10         35       83                                                                          2                        3.220
    11          0       93                                                 23                       4       B                3.220
    12         29       87                                                                          4                        3.220
    13         26       93                                                                          1                        3.220
    14         27                            89                                                     4       C                3.220
    15         35                            78                                                     7       D                3.220
    16         29                            51                                                     4       E                3.220
    17         27       46                                   1                                      4       F                3.220
    18         24       94                                                                          2                        3.220
    19         24       94                                                                          2                        3.220
    20         25       94                                                                          1                        8.220
    21          0                                                                      116          4       E                3.220
    22         24       93                                                                          1                        8.220
    23         26       90                                                                          4                        3.220
    24         24                            92                                                     4       E                3.220
    25         26       93                                                                          1                        3.220
    26         28      148                                                                          4                        3.220
    27         25       91                                                                          4                        3.220

    28         35      201                                                                          4                        3.220
    29         35      201                                                                          4                        3.220
    30         35      201                                                                          4                        3.220
    31         35      201                                                                          4                        3.220
    32         35      201                                                                          4                        3.220
    33         35      143                                                                          2                        3.220
    34         12                                                                       44          4       E                3.220
    35         26       93                                                                          1                        3.220

    36         28       88                                                                          4                        5.220
    37         28       88                                                                          4                        5.220
    38         28       88                                                                          4                        5.220
    39         28       88                                                                          4                        5.220
    40         28       88                                                                          4                        5.220
    41         28       88                                                                          4                        5.220
    42         28       88                                                                          4                        5.220
    43         28       88                                                                          4                        5.220
    44         28       88                                                                          4                        5.220
    45         28       88                                                                          4                        5.220
    46         28       88                                                                          4                        5.220
    47         28       88                                                                          4                        5.220
    48         28       88                                                                          4                        5.220
    49         28       88                                                                          4                        5.220
    50         28       88                                                                          4                        5.220
    51         28       88                                                                          4                        5.220
    52         28       88                                                                          4                        5.220
    53         28       88                                                                          4                        5.220
    54         28       88                                                                          4                        5.220
    55         28       88                                                                          4                        5.220
    56         28       88                                                                          4                        5.220
    57         28       88                                                                          4                        5.220
    58         28       88                                                                          4                        5.220
    59         28       88                                                                          4                        5.220
    60         28       88                                                                          4                        5.220
    61         28       88                                                                          4                        5.220
    62         28       88                                                                          4                        5.220
    63         28       88                                                                          4                        5.220
    64         28       88                                                                          4                        5.220
    65         28       88                                                                          4                        5.220
    66         28       88                                                                          4                        5.220
    67         28       88                                                                          4                        5.220
    68         28       88                                                                          4                        5.220
    69         28       88                                                                          4                        5.220
    70         28       88                                                                          4                        5.220
    71         28       88                                                                          4                        5.220
    72         28       88                                                                          4                        5.220
    73         28       88                                                                          4                        5.220
    74         28       88                                                                          4                        5.220
    75         28       88                                                                          4                        5.220
    76         28       88                                                                          4                        5.220
    77         28       88                                                                          4                        5.220
    78         28       88                                                                          4                        5.220
    79         28       88                                                                          4                        5.220
    80         28       88                                                                          4                        5.220
    81         28       88                                                                          4                        5.220
    82         28       88                                                                          4                        5.220
    83         28       88                                                                          4                        5.220
    84         28       88                                                                          4                        5.220
    85         28       88                                                                          4                        5.220
    86         28       88                                                                          4                        5.220
    87         28       88                                                                          4                        5.220
    88         28       88                                                                          4                        5.220
    89         28       88                                                                          4                        5.220
    90         28       88                                                                          4                        5.220
    91         28       88                                                                          4                        5.220
    92         28       88                                                                          4                        5.220
    93         28       88                                                                          4                        5.220
    94         28       88                                                                          4                        5.220
    95         28       88                                                                          4                        5.220
    96         28       88                                                                          4                        5.220
    97         28       88                                                                          4                        5.220
    98         28       88                                                                          4                        5.220
    99         28       88                                                                          4                        5.220
    100        28       88                                                                          4                        5.220
    101        28       88                                                                          4                        5.220
    102        28       88                                                                          4                        5.220
    103        28       88                                                                          4                        5.220
    104        28       88                                                                          4                        5.220
    105        28       88                                                                          4                        5.220
    106        28       88                                                                          4                        5.220
    107        28       88                                                                          4                        5.220
    108        28       88                                                                          4                        5.220
    109        28       88                                                                          4                        5.220
    110        28       88                                                                          4                        5.220
    111        28       88                                                                          4                        5.220
    112        28       88                                                                          4                        5.220
    113        28       88                                                                          4                        5.220
    114        28       88                                                                          4                        5.220
    115        28       88                                                                          4                        5.220
    116        28       88                                                                          4                        5.220
    117        28       88                                                                          4                        5.220
    118        28       88                                                                          4                        5.220
    119        28       88                                                                          4                        5.220
    120        28       88                                                                          4                        5.220
    121        28       88                                                                          4                        5.220
    122        28       88                                                                          4                        5.220
    123        28       88                                                                          4                        5.220
    124        28       88                                                                          4                        5.220
    125        28       88                                                                          4                        5.220
    126        35                                                                       23          2       G                3.220
    127        35                                                                       23          2       G                3.220
    128        35                            81                                                     4       H                8.220
    129        35       83                                                                          2                        3.220
    130        12                                                                       46          2       E                3.220
    131        24      155                                                                          1                        3.220
    132        24       92                                                                          4                        7.220
    133        35                                                                       23          2       G                3.220
    134        26       90                                                                          4                        3.220
    135        35                                                                       23          2       G                7.220
    136        35                                                                       29          2       G                7.220
    137        36                                                                       26          2       G                7.220
    138        35                                                                       25          2       G                7.220
    139        35                                                                       23          2       G                3.220
    140        25       94                                                                          1                       12.220
    141        25      151                                                                          4                        3.220
    142        24       93                                                                          3                        3.220
    143        24      154                                                                          2                        3.220
    144        35       83                                                                          2                        3.220
    145        35      138                                                                          7                        3.220
    146        27       89                                                                          4                        3.220
    147        28       91                                                                          1                        8.220
    148        48                                                                      129          3       I               10.220
    149        26       93                                                                          1                       12.220
    150        59                                                                       57          4       J                3.220
    151        35                            81                                                     4       H                3.220
    152        35       81                                                                          4                        3.220
    153        27      151                                                                          2                        3.220
    154        26                                                                       90          4       K                3.220
    155        25       94                                                                          1                        3.220
    156        48                                                                      129          3       I               10.220
    157        25       94                                                                          1                        3.220
    158        24       92                                                                          4                        3.220
    159        35       81                                                                          4                        3.220
    160        24       92                                                                          4                        3.220
    161        35       83                                                                          2                        3.220
    162        47       72                                                                          1                        3.220
    163        27       89                                                                          4                        3.220
    164        35       83                                                                          2                        8.220
    165        35       83                                                                          2                        3.220
    166        35       83                                                                          2                        3.220
    167        35                                                                       23          2       G                3.220
    168        35       81                                                                          4                        3.220
    169        35                            81                                                     4       H                3.220
    170        24       92                                                                          4                        3.220
    171        28       88                                                                          4                        3.220
    172        35                                                                       83          2       G                3.220
    173        26       93                                                                          1                        7.220
    174        24       92                                                                          4                        3.220
    175        24       92                                                                          4                        3.220
    176        25       91                                                                          4                        8.220
    177        26       92                                                                          2                        3.220
    178        35                                                                       23          2       G                3.220
    179        24       92                                                                          4                        3.220
    180        35       81                                                                          4                        3.220
    181        24       92                                                                          4                        3.220

    182        36       80                                                                          4                       20.220
    183        36       80                                                                          4                       20.220
    184        36       80                                                                          4                       20.220
    185        36       80                                                                          4                       20.220
    186        36       80                                                                          4                       20.220
    187        36       80                                                                          4                       20.220
    188        36       80                                                                          4                       20.220
    189        36       80                                                                          4                       20.220
    190        36       80                                                                          4                       20.220
    191        25       93                                                                          2                        3.220

    192        36       80                                                                          4                       20.220
    193        36       80                                                                          4                       20.220
    194        36       80                                                                          4                       20.220
    195        36       80                                                                          4                       20.220
    196        36       80                                                                          4                       20.220
    197        36       80                                                                          4                       20.220
    198        36       80                                                                          4                       20.220
    199        36       80                                                                          4                       20.220
    200        36       80                                                                          4                       20.220
    201        36       80                                                                          4                       20.220
    202        35       81                                                                          4                        3.220
    203        26       92                                                                          2                        3.220
    204        24       92                                                                          4                        3.220
    205        25       91                                                                          4                        3.220
    206        25       91                                                                          4                        3.220

    207        25       91                                                                          4                        3.220
    208        25       91                                                                          4                        3.220
    209        26       93                                                                          1                        3.220
    210        35       81                                                                          4                        3.220
    211        35       81                                                                          4                        3.220
    212        35       83                                                                          2                        3.220
    213        35       83                                                                          2                        3.220
    214        28       91                                                                          1                        3.220
    215        25       93                                                                          2                        3.220
    216        25                            93                                                     2       E                3.220
    217        35       81                                                                          4                        3.220
    218        24       92                                                                          4                        3.220
    219        35                            81                                                     4       H                3.220
    220        35       81                                                                          4                        5.220
    221        35       81                                                                          4                        3.220
    222        25                                                                       31          4       E                3.220
    223        24       92                                                                          4                        3.220
    224        26       90                                                                          4                        3.220
    225        24       95                                                                          1                        3.220
    226        35       81                                                                          4                        3.220
    227        25                                                                       91          4       E                3.220
    228        27       92                                                                          1                        8.220
    229        25       91                                                                          4                        3.220
    230        26       90                                                                          4                       13.220
    231        35                           201                                                     4       H                7.220
    232        35       81                                                                          4                        3.220
    233        35                           141                                                     4       H               10.220
    234        24       94                                                                          2                        3.220
    235        25       94                                                                          1                        3.220
    236        35                            81                                                     4       H                3.220
    237        29       90                                                                          1                        3.220
    238        25       92                                                                          3                        3.220
    239        25       91                                                                          4                        3.220
    240        26       93                                                                          1                        3.220
    241        35                            81                                                     4       H                7.220
    242        35                            81                                                     4       H                3.220
    243        25      211                                                                          4                        3.220
    244        27       89                                                                          4                        3.220
    245        47       71                                                                          2                        3.220
    246        35                            81                                                     4       H               12.220
    247        28       88                                                                          4                        3.220
    248        47       72                                                                          1                        8.220
    249        35       81                                                                          4                       10.220
    250        25       91                                                                          4                        3.220
    251        25       91                                                                          4                        3.220
    252        35       83                                                                          2                        3.220
    253        25       91                                                                          4                        3.220
    254        25                                                                       91          4       E                3.220
    255        24                                                                       56          4       E                3.220
    256        25       91                                                                          4                        3.220
    257        28       88                                                                          4                        3.220
    258        28       88                                                                          4                        3.220
    259        35                           141                                                     4       H               15.220
    260        25       91                                                                          4                        3.220
    261        26      210                                                                          4                        3.220
    262        24                                                                       94          2       E                3.220
    263        35       45                                                                          4                       12.220
    264        35       21                                                                          4                        3.220
    265        35       81                                                                          4                       12.220
    266         0                                                                      116          4       E                3.220
    267        35       81                                                                          4                       12.220

    268        35       81                                                                          4                       20.220
    269        35       81                                                                          4                       20.220
    270        35       81                                                                          4                       20.220
    271        35                           201                                                     4       H               15.220
    272        28       88                                                                          4                        3.220
    273        35       83                                                                          2                       15.220
    274        27       89                                                                          4                        3.220
    275        35                            83                                                     2       H               12.220
    276        27       89                                                                          4                        3.220
    277        25       91                                                                          4                        3.220

                                                                                                                             4.265
</TABLE>

FOOTNOTES TO APPENDIX II

1    "BSCMI," "WFB," "MSMC," and "PCF" denote, Bear Stearns Commercial Mortgage,
     Inc., Wells Fargo Bank, National Association, Morgan Stanley Mortgage
     Capital Inc., and Principal Commercial Funding, LLC, respectively, as
     Sellers.

2    The following loan pools represent multiple properties securing a single
     mortgage loan, and are designated by Roman Numeral coding: Mortgage Loan
     Nos. 2-10, 28-32, 36-125, 182-190, 192-201, 207-208 and 268-270. For the
     purpose of the statistical information set forth in this Prospectus
     Supplement as to such mortgage loans, a portion of the aggregate Cut-off
     Date Balance has been allocated to each mortgaged property based on the
     respective appraised values and/or Underwritable Cash Flows. The following
     loan pools represent cross-collateralized/crossed-defaulted properties
     securing multiple mortgage loans and are designated by identical
     alphabetical coding: Mortgage Loan Nos. 18-19, 126-127 and 135-138. For the
     purpose of the statistical information set forth in this Prospectus
     Supplement as to such single-loan/multiple-property and crossed-
     collateralized/crossed-defaulted loan pools, certain credit statistics,
     including NOI DSCR, NCF DSCR, NCF Post IO Period DSCR, Cut-off Date LTV,
     Balloon LTV and Cut-off Date Balance per Unit or SF, are calculated on an
     aggregate basis.

3    Certain of the mortgage loans that are secured by retail properties include
     in-line and/or anchor tenant ground lease parcels in the calculation of the
     total square footage of the property.

4    In general for each mortgaged property, "Percent Leased" was determined
     based on a rent roll or lease verification letter provided by the borrower.
     "Percent Leased as of Date" indicates the date as of which "Percent Leased"
     was determined based on such information.

5    With respect to Mortgage Loan No. 17, Port Covington Shopping Center, the
     property is subject to a ground lease. However, the ground lessor has
     encumbered/subordinated its interest in the mortgaged property to the lien
     of the leasehold mortgage such that upon foreclosure, the lease is
     extinguished. As such, the loan is disclosed as a fee loan.

     With respect to Mortgage Loan No. 35, The Hotel Metro, the property is
     subject to a ground lease. However, the ground lessor has
     encumbered/subordinated its interest in the mortgaged property to the lien
     of the leasehold mortgage such that upon foreclosure, the lease is
     extinguished. As such, the loan is disclosed as a fee loan.

6    The Cut-off Date is July 1, 2005 for any mortgage loan that has a due date
     on the first day of each month. For purposes of the information contained
     in this Prospectus Supplement, we present the loans as if scheduled
     payments due in July 2005 were due on July 1, 2005, not the actual day on
     which such scheduled payments were due. The mortgage loans generally have a
     due date on the 1st of the month, except for Mortgage Loan No. 227, 10616
     South Western Avenue, which is due on the 3rd of the month, Mortgage Loan
     No. 16, Sherwood Lakes Apartments, and Mortgage Loan No. 27, Sandy Springs
     Plaza Retail Center, which are due on the 5th of the month, Mortgage Loan
     No. 11, Adobe Building, which is due on the 7th of the month, and Mortgage
     Loan No. 1, One Buckhead, and Mortgage Loan No. 154, Colonial Ridge
     Apartments, which are due on the 8th of the month.

     With respect to Mortgage Loan Nos. 28-32 (referred to herein as the
     "Hinckley Portfolio Loan" and the "Hinckley Portfolio Pari Passu Loan"),
     the loan is comprised of one A Note (Note A-1 described below) that is
     secured by the mortgaged property on a 50% pari passu basis with another
     note (Note A-2 described below, the "Hinckley Portfolio Companion Loan")
     that is not included in the Trust. The Hinckley Portfolio A Notes had
     original principal balances as follows: Note A-1, $17,500,000; Note A-2,
     $17,500,000. The Hinckley Portfolio Companion Loan has the same interest
     rate, maturity date and amortization term as the Hinckley Portfolio Pari
     Passu Loan. For the proposes of the information presented in the Prospectus
     Supplement with respect to the Hinckley Portfolio Loan, the Underwritable
     NOI, Underwritable Cash Flow, NOI DSCR, NCF DSCR, NCF Post IO Period DSCR,
     Cut-off Date LTV, Balloon LTV and Cut-off Date Balance per Unit or SF,
     reflect the total aggregate indebtedness evidenced by the Hinckley
     Portfolio Pari Passu Loan and the Hinckley Portfolio Companion Loan.

                                      II-1



     With respect to Mortgage Loan Nos. 36-125 (referred to herein as the "JL
     Holdings Portfolio Loan" and the "JL Holdings Portfolio Pari Passu Loan"),
     the loan is comprised of one A Note (Note A-2 described below) that is
     secured by the mortgaged property on a 50% pari passu basis with another
     note (Note A-1 described below, the "JL Holdings Portfolio Companion Loan")
     that is not included in the Trust. The JL Holdings Portfolio A Notes had
     original principal balances as follows: Note A-1, $15,000,000; Note A-2,
     $15,000,000. The Note A-2 is included in the trust. Note A-1 is included in
     the REMIC Trust know as BSCMSI 2005-PWR8. The JL Holdings Portfolio
     Companion Loan has the same interest rate, maturity date and amortization
     term as the JL Holdings Portfolio Pari Passu Loan. For the proposes of the
     information presented in the Prospectus Supplement with respect to the JL
     Holding Portfolio Loan, the Underwritable NOI, Underwritable Cash Flow, NOI
     DSCR, NCF DSCR, NCF Post IO Period DSCR, Cut-off Date LTV, Balloon LTV and
     Cut-off Date Balance per Unit or SF, reflect the total aggregate
     indebtedness evidenced by the JL Holdings Portfolio Pari Passu Loan and the
     JL Holdings Companion Loan. The JL Holdings Portfolio also secures a
     subordinate B Note (referred to herein as the JL Holdings Portfolio B
     Note") with an original principal balance of $29,800,000. The JL Holdings
     Portfolio B Note is owned by an affiliate of the mortgage loan seller and
     is not an asset of the Trust.

     With respect to Mortgage Loan No. 24, Oak Tree Village Apartments, the loan
     also secures a $1,000,000 B Note held by an affiliate of the mortgage loan
     seller bearing interest at 5.53% for a 10-year term. The B Note, and the
     right of the holder of the B Note to receive payments, is junior and
     subordinate to the A Note and the right of the holder of the A Note.

     With respect to Mortgage Loan No. 147, Brick Walk, the borrower has
     incurred a second mortgage in the amount of $700,000 which is currently
     held by Hudson United Bank. The second mortgage is subject to a
     subordination agreement.

     With respect to Mortgage Loan No. 168, Missouri City Shopping Center, the
     loan also secures a $412,500 B Note held by CBA-Mezzanine Capital Finance,
     LLC bearing interest at 12.75% for a 10-year term. The B Note and right of
     holder of the B Note to receive payments is junior and subordinate to the A
     Note and right of holder of the A Note.

     With respect to Mortgage Loan No. 176, 24-Hour Fitness, mezzanine debt
     exists in the amount of $1,076,400 secured by the ownership interest in the
     borrower.

     With respect to Mortgage Loan Nos. 182-190, Circle K Portfolio Pod 2, and
     Mortgage Loans Nos. 192-201, Circle K Portfolio Pod 6, mezzanine debt
     exists in the amount of $19,488,590 secured by the ownership interest in
     the borrower.

     With respect to Mortgage Loan No. 14, New London Mall, the borrower may
     incur additional secured debt subject to restrictions and subordination as
     detailed in the loan documents including but not limited to: (i) there is
     no event of default, (ii) the combined LTV ratio is less than 75%, and
     (iii) the combined DSCR is greater than 1.80x.

     With respect to Mortgage Loan No. 128, Penn Field Office Warehouse, the
     borrower may incur either one, but not both, of two options: (1) additional
     secured debt or (2) mezzanine financing. Both options (1) and (2) are
     subject to restrictions and subordination as detailed in the loan documents
     including but not limited to: (i) the combined LTV ratio is less than 75%,
     and (ii) the combined DSCR is greater than 1.30x.

     With respect to Mortgage Loan No. 147, Brick Walk, the borrower may incur
     additional secured debt subject to restrictions and subordination as
     detailed in the loan documents including but not limited to: (i) there is
     no event of default, (ii) the combined LTV ratio is less than 80%, and
     (iii) the combined DSCR is greater than 1.50x.

     With respect to Mortgage Loan No. 148, Valley View Apartments, the borrower
     may incur additional secured debt subject to restrictions and subordination
     as detailed in the loan documents including but not limited to: (i) there
     is no event of default, (ii) the combined LTV ratio is less than 65%, and
     (iii) the combined DSCR is greater than 1.25x.

     With respect to Mortgage Loan No. 156, Lake Shore Apartments, the borrower
     may incur additional secured debt subject to restrictions and subordination
     as detailed in the loan documents including but not limited to: (i) there
     is no event of default, (ii) the combined LTV ratio is less than 65%, and
     (iii) the combined DSCR is greater than 1.25x.

     With respect to Mortgage Loan No. 214, Lowe's Asheboro, the borrower is not
     a single purpose entity and may incur additional debt, secured or
     unsecured, to the extent that the aggregate debt on all properties owned by
     the borrower does not exceed 60% of the aggregate value of all the
     properties owned by the borrower.

                                      II-2


     With respect to Mortgage Loan No. 237, Lowe's Martinsburg, the borrower is
     not a single purpose entity and may incur additional debt, secured or
     unsecured, to the extent that the aggregate debt on all properties owned by
     the borrower does not exceed 60% of the aggregate value of all the
     properties owned by the borrower.

     With respect to Mortgage Loan No. 1, One Buckhead, the borrower may incur
     additional mezzanine debt subject to restrictions and subordination as
     detailed in the loan documents including but not limited to: (i) the
     combined LTV ratio is less than 75%, and (ii) the combined DSCR is greater
     than 1.35x.

     With respect to Mortgage Loan No. 11, Adobe Building, the borrower may
     incur additional mezzanine debt subject to restrictions and subordination
     as detailed in the loan documents including but not limited to: (i) the
     combined LTV ratio is less than 75%, and (ii) the combined DSCR is greater
     than 1.20x.

     With respect to Mortgage Loan No. 33, Veco Alaska Building, the borrower
     may incur additional mezzanine debt subject to restrictions and
     subordination as detailed in the loan documents including but not limited
     to: (i) the combined LTV ratio is less than 73%, and (ii) the combined DSCR
     is greater than 1.15x.

     With respect to Mortgage Loan No. 145, Marketplace at Webb Chapel, the
     borrower may incur additional mezzanine debt subject to restrictions and
     subordination as detailed in the loan documents including but not limited
     to: (i) the combined LTV ratio is less than 80%, and (ii) the combined DSCR
     is greater than 1.20x.

     With respect to Mortgage Loan No. 154, Colonial Ridge Apartments, the
     borrower may incur additional mezzanine debt subject to restrictions and
     subordination as detailed in the loan documents including but not limited
     to: (i) the combined LTV ratio is not greater than the Cut-Off Date LTV
     ratio, and (ii) the combined DSCR is greater than 1.30x.

     With respect to Mortgage Loan No. 157, Bishops Corner, the borrower may
     incur additional mezzanine debt subject to restrictions and subordination
     as detailed in the loan documents including but not limited to: (i) the
     combined LTV ratio is less than 65%, and (ii) the combined DSCR is greater
     than 1.50x.

     With respect to Mortgage Loan No. 17, Port Covington Shopping Center, both
     Wal-Mart and Sam's Club have the option to purchase their respective
     parcels during the term of the loan. Wal-Mart's purchase option is at a
     price of $9,705,263 and can be exercised between May 1, 2011 and January
     31, 2012. Sam's Club's purchase option is at a price of $8,947,368 and can
     be exercised between June 1, 2011 and February 28, 2012. Prior to the
     earliest exercise date for each option, the loan amount allocable to each
     respective parcel will have amortized to an amount less than the purchase
     price. The release of the respective parcels will be allowed upon the
     satisfaction of certain conditions set forth in the loan documents,
     including, among others, the application of the purchase price to the
     repayment of the Port Covington Shopping Center Loan with applicable
     premiums and the absence of an event of default.

     With respect to Mortgage Loan No. 27, Sandy Springs Plaza Retail Center,
     the borrower may request the release of a portion of the collateral
     provided that, among other conditions as set forth in the loan documents,
     (i) the remaining collateral has a minimum DSCR of 1.50x and a maximum LTV
     ratio of 74%, (ii) the remaining collateral is at least 90% leased, and
     (iii) the loan amount is paid down 105% of the value attributable to the
     released parcel (unless the released parcel is a portion of the parking
     area) based on the MAI Appraisal plus a make whole premium.

     With respect to Mortgage Loan Nos. 28-32, Hinckley Portfolio, any property
     may be released through partial defeasance in an amount equal to 110% of
     the allocated loan amount for the released property provided (i) the LTV
     ratio immediately following the release is not greater than 75%, and (ii)
     the DSCR immediately following the release is at least equal to or greater
     than 1.15x.

     With respect to Mortgage Loan Nos. 28-32, Hinckley Portfolio, the loan
     allows the borrower to substitute individual properties once during the
     loan term. Any proposed substitution would be subject to satisfying
     numerous requirements and conditions including the following: (i) the
     replacement property must have a LTV ratio less than 75%, (ii) the
     replacement property must have an equal or higher appraised value, be in
     equal or better physical condition, and be a building substantially similar
     in size, use and quality than the building being replaced, (iii) the
     replacement property and the remaining properties DSCR shall be at least
     1.15x, and (iv) the lender has received confirmation from the rating
     agencies that such substitution will not result in a downgrade of the
     certificates.

                                      II-3



     With respect to Mortgage Loan Nos. 36-125, JL Holdings Portfolio, any
     property may be released through partial defeasance in an amount equal to
     125% of the allocated loan amount for the released property provided (i)
     the LTV ratio immediately following the release is not greater than 67%,
     and (ii) the total allocated loan amount subject to partial defeasance does
     not exceed 10% of the original principal balance over the term of the loan.

     With respect to Mortgage Loan Nos. 135-138, Academy Sports San Antonio,
     Academy Sports Houma, Academy Sports Port Arthur, and Academy Sports
     Midland, any property may be released with the payment of the applicable
     yield maintenance premium plus an amount equal to 115% of the allocated
     loan amount for the released property provided (i) the LTV ratio
     immediately following the release is less than 60%, and (ii) the DSCR
     immediately following the release is greater than 2.65x.

     With respect to Mortgage Loan No. 142, Plaza 400 Office Park, the borrower
     may request the release of a portion of the collateral provided that, among
     other conditions as set forth in the loan documents, the remaining
     collateral has a maximum LTV ratio of 65%.

     With respect to Mortgage Loan No. 157, Bishops Corner, the borrower may
     release a portion of the premises provided that, among other conditions as
     set forth in the loan documents, (i) the LTV ratio immediately following
     the release is less than 60%, and (ii) the DSCR immediately following the
     release is greater than 1.60x.

     With respect to Mortgage Loan Nos. 182-190, Circle K Portfolio Pod 2, the
     loan allows the borrower to substitute a property of equal or greater
     value. Any proposed substitution would be subject to satisfying numerous
     requirements and conditions including the following: the loan is not in
     default, the approval of note holder, the potential substitute property
     must have an appraised value that is equal to or greater than that of the
     subject release property, and the location of the substitute property must
     be in proximity to the geographical area of the release property.

     With respect to Mortgage Loan Nos. 192-201, Circle K Portfolio Pod 6, the
     loan allows the borrower to substitute a property of equal or greater
     value. Any proposed substitution would be subject to satisfying numerous
     requirements and conditions including the following: the loan is not in
     default, the approval of note holder, the potential substitute property
     must have an appraised value that is equal to or greater than that of the
     subject release property, and the location of the substitute property must
     be in proximity to the geographical area of the release property.

     With respect to Mortgage Loan No. 206, Mills Station Mills Walk Shopping
     Center, the borrower may request the release of a portion of the collateral
     provided that, among other conditions as set forth in the loan documents,
     (i) the remaining collateral has a minimum DSCR of 1.50x and a maximum LTV
     ratio of 78%, (ii) the remaining collateral is 100% leased, and (iii) the
     loan amount is paid down 125% of the value attributable to the released
     parcel based on the MAI Appraisal plus a make whole premium.

7    The "Grace Period" shown is grace period to charge late interest.

8    The "Original Amort. Term" shown is the basis for determining the fixed
     monthly principal and interest payment as set forth in the related note.
     Due to the Actual/360 interest calculation methodology applied to most
     mortgage loans, the actual amortization to a zero balance for such loans
     will be longer.

9    The indicated NOI DSCR and NCF DSCR reflect current scheduled payments as
     of the Cut-off Date for all mortgage loans.

10   The indicated NCF Post IO Period DSCR reflects scheduled payments after any
     applicable partial interest only periods.

11   "Valuation Date" refers to the date as of which the related appraised value
     applies (also known as the "value as-of date").

                                      II-4



12   "Largest Tenant" refers to the tenant that represents the greatest
     percentage of the total square footage at the mortgaged property, "Second
     Largest Tenant" refers to the tenant that represents the second greatest
     percentage of the total square footage and "Third Largest Tenant" refers to
     the tenant that represents the third greatest percentage of the total
     square footage at the mortgaged property. In certain cases, the data for
     tenants occupying multiple spaces include square footage only from the
     primary spaces sharing the same expiration date, and may not include minor
     spaces with different expiration dates.

     With respect to Mortgage Loan No. 222, 7199 Natural Bridge Road, Walgreen
     Co. has a 60-year lease, but has an option to terminate the lease at the
     end of years 20, 25, 30, 35, 40, 45, 50 and 55 with 6 months notice.

     With respect to Mortgage Loan No. 243, 8050 North Mesa Street, Walgreen Co.
     has a 75-year lease, but has an option to terminate the lease at the end of
     years 25, 30, 35, 40, 45, 50, 55, 60, 65 and 70 with 6 months notice.

13   For "Capital Expenditure Escrow in Place" identified as "Yes," collections
     may occur at one time or be ongoing. In certain instances, the amount of
     the escrow may be capped or collected only for certain periods of such
     mortgage loan and/or may not be replenished after a release of funds.

14   For "TI/LC Escrow in Place" identified as "Yes," collections may occur at
     one time or be ongoing. In certain instances the amount of the escrow may
     be capped or collected only for certain periods of time and/or may not be
     replenished after a release of funds. The weighted average percentage of
     mortgage loans disclosed as having TI/LC cash or letter of credit balances
     in place considers only mortgage loans on commercial-type properties,
     excluding hospitality, multifamily, manufactured housing community, self
     storage and certain other mortgaged properties.

15   "Other Escrow Description" indicates any other types of escrow required, or
     in certain cases letters of credit required, other than Insurance, Tax,
     Capital Expenditure and TI/LC. In certain cases, the letter of credit may
     represent additional security from a tenant, and may therefore be
     relinquished when such tenant leaves the property at lease expiration.

16   "Springing Escrow Description" indicates the type of escrow required to be
     funded in the future and/or upon the occurrence of certain future events as
     outlined in the respective loan documents.

17   "Initial Capital Expenditure Escrow Requirement" indicates the amount
     designated for Capital Expenditure Escrow, or in certain cases the letter
     of credit, that was deposited at loan closing.

18   "Monthly Capital Expenditure Escrow Requirement" indicates the monthly
     amount designated for Capital Expenditure Escrow in the loan documents for
     such mortgage loan. In certain cases, the amount of the escrow may be
     capped or collected only for certain periods of time or under certain
     conditions.

19   "Current Capital Expenditure Escrow Balance" indicates the balance or, in
     certain cases, a letter of credit, in place as of the June, 2005 due dates
     for the mortgage loans.

20   "Initial TI/LC Escrow Requirement" indicates the amount designated for
     Tenant Improvements and Leasing Commissions Escrow or in certain cases the
     letter of credit that was deposited at loan closing.

21   "Monthly TI/LC Escrow Requirement" indicates the monthly amount designated
     for Tenant Improvements and Leasing Commissions Escrow in the loan
     documents for such mortgage loan. In certain instances, the amount of the
     escrow may be capped or collected only for certain periods of time or under
     certain conditions.

22   "Current TI/LC Escrow Balance" indicates the balance or, in certain cases,
     a letter of credit, in place as of the June, 2005 due dates for the
     mortgage loans.

23   "Seasoning" represents the number of payments elapsed from the earlier of
     the "First Payment Date (P&I)" or "First Payment Date (IO)" to the Cut-off
     Date.

                                      II-5



24   The "Prepayment Code" includes the number of loan payments from the first
     Due Date to the stated maturity. "LO" represents the lockout period. "DEF"
     represents defeasance. "DEF/YM1.00" represents either defeasance or the
     greater of yield maintenance and 1.00%, generally at the option of the
     borrower. "DEF/YM" represents either defeasance or yield maintenance,
     generally at the option of the borrower. "YM2.00" represents the greater of
     yield maintenance and 2.00%. "YM1.00" represents the greater of yield
     maintenance and 1.00%. "Open" represents the number of payments, including
     the maturity date, at which principal prepayments are permitted without
     payment of a prepayment premium. For each mortgage loan, the number set
     forth under a category of "Prepayment Code" represents the number of
     payments in the Original Term to Maturity for which such provision applies.
     See Footnotes 25 and 27 for additional prepayment information.

25   Mortgage loans with associated Yield Maintenance prepayment premiums are
     categorized according to unique Yield Maintenance formulas. There are
     eleven different Yield Maintenance formulas represented by the loans in the
     subject mortgage loan pool. The different formulas are referenced by the
     letters "A", "B", "C", "D", "E", "F","G", "H", "I", "J" and "K". Any
     exceptions to these formulas are shown below such formulas. Summaries of
     the eleven formulas are listed beginning on page II-9.

26   The "Administrative Cost Rate" indicated for each mortgage loan will be
     calculated based on the same interest accrual method applicable to each
     mortgage loan.

                                      II-6



27   Each of the following mortgage loans is structured with a performance
     holdback or letter of credit ("LOC") subject to achievement of certain
     release conditions. The release conditions are referenced by numbers 1-5,
     which are summarized immediately below the table. The amount of the
     holdback was escrowed, or the letter of credit was established, for each
     mortgage loan at closing. Many of the loans with reserves and reserve
     agreements in place permit or require the amount in the reserve (or
     proceeds of the letter of credit) to be applied to outstanding loan amounts
     in the event of a default. The mortgage loans referenced in this paragraph
     do not include all such loans, but rather only those loans which permit or
     require the application of the reserve (or proceeds of the letter of
     credit) to the balance of the mortgage loan if the mortgaged property does
     not achieve a specified level of financial performance in accordance with
     the terms of the respective reserve agreements. Although generally the
     mortgage loans prohibit voluntary partial prepayment, the following
     mortgage loans may require partial prepayments:


<TABLE>


Mtg.                                             Escrow or LOC        Escrowed Holdback                           Prepayment
Loan                                               Release           or Letter of Credit     Outside Date          Premium
No.         Property Name                         Conditions           Initial Amount        for Release          Provisions
----------------------------------------------------------------------------------------------------------------------------------

   21      7300 Linder Avenue                           1              $1,000,000 LOC             NAP         Yield Maintenance
   191     48571 Milmont Drive                          2                $172,739 LOC             NAP         Yield Maintenance
   203     1201 Cadillac Court                          2                $158,438 LOC             NAP         Yield Maintenance
   215     Creekside Business Park                      3                $125,000 LOC          2/1/2012       Yield Maintenance
   239     1205-1275 Atlantic Street                    4                    $165,450          2/6/2006       Yield Maintenance
                                                        5                     $60,822          2/6/2006       Yield Maintenance
                                                        5                      $1,000          11/6/2005      Yield Maintenance
   256     Oxford and Savannah Apartments               5                     $25,800          12/1/2005      Yield Maintenance
   277     Rochester Townhouse Apartments               5                     $54,950         12/31/2005      Yield Maintenance
</TABLE>

     All yield maintenance premiums indicated above are to be paid by the
     borrower.

                                      II-7



RELEASE CONDITIONS

1.   Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses and approvals required by law; and a
     statement from an architect, contractor or engineering consultant as to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders. In addition, the lender has inspected or waived right to
     inspection. Additionally borrower has provided an unconditional certificate
     of occupancy and lessee's estoppel certificate, including among other
     things, the lessee's occupancy, unconditional acceptance of the
     improvements, the expiration of all rental deferrals and the commencement
     of consecutive monthly rental payments for Tech Lighting, L.L.C.

2.   Borrower furnishes to Lender written disbursement request; title
     endorsement; proof that Genmark has become a publicly traded company; and
     proof that Genmark has sustained two consecutive years of Net Income in
     excess of $10,000,000 (U.S.).

3.   Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses and approvals required by law; and a
     statement from an architect, contractor or engineering consultant as to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders; fully executed lease(s) with terms acceptable to Lender;
     lessee's estoppel certificate, including among other things, the lessee's
     occupancy, unconditional acceptance of the improvements, the expiration of
     all rental deferrals and the commencement of consecutive monthly rental
     payments and a certificate of occupancy. In addition, the lender has
     inspected or waived right to inspection and the borrower will furnish the
     agreement with the broker/agent and an estoppel certificate(s) for Leasing
     Commissions.

4.   Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses and approvals required by law; a
     statement from an architect, contractor or engineering consultant as to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders; and updated seismic report with a PML of not greater
     than 20% or environmental insurance satisfactory to the Lender. In
     addition, the lender has inspected or waived right to inspection.

5.   Borrower furnishes to Lender written disbursement request; lien waivers;
     title endorsement; evidence that the work has been completed in accordance
     with all permits, bonds, licenses and approvals required by law; and a
     statement from an architect, contractor or engineering consultant as to the
     extent and cost of the repairs or a copy of the construction contract and
     any change orders. In addition, the lender has inspected or waived right to
     inspection.

                                      II-8



     YIELD MAINTENANCE FORMULAS

A    Prepayment

          On or after the Release Date, borrower shall have the right to prepay
     the Indebtedness in whole (but not in part) (a "Prepayment") on any
     Business Day that is not less than thirty (30) days following Lender's
     receipt of written notice (a "Prepayment Notice"); provided that any
     prepayment under this clause shall be accompanied by interest accrued on
     the amount prepaid plus, if such prepayment does not occur on a Payment
     Date, the amount of interest that would have accrued thereon if the Loan
     had remained outstanding through the end of the Interest Accrual Period in
     which such prepayment occurs, and if such Prepayment occurs before the
     third Payment Date prior to the Maturity Date, the prepayment shall also be
     accompanied by a payment equal to the greater of (i) 1% of the principal
     amount of the Loan being prepaid and (ii) the Yield Maintenance Premium.
     borrower's sending any Prepayment Notice to Lender shall create an
     obligation on the part of borrower to prepay the Loan as set forth therein,
     but may be rescinded with one (1) Business Day's written notice to Lender
     (subject to payment of any reasonable out-of-pocket costs and expenses
     resulting from such rescission (such costs and expenses estimated to not
     exceed $2,500), excluding breakage costs) or extended, upon one (1)
     Business Day's prior written notice, to a date that is not more than thirty
     (30) days from the date specified in the original notice, subject to
     payment of interest through the end of the Interest Accrual Period in which
     the prepayment occurs if the prepayment is not made on a Payment Date

          "Treasury Constant Yield" means the arithmetic mean of the rates
     published as "Treasury Constant Maturities" as of 5:00 p.m., New York time,
     for the five Business Days preceding the date on which acceleration has
     been declared or the date any prepayment of the Loan is scheduled to occur
     pursuant to section above hereof, as shown on the USD screen of the
     Telerate service, or if such service is not available, the Bloomberg
     service, or if neither the Telerate nor the Bloomberg service is available,
     under Section 504 in the weekly statistical release designated H.15(519)
     (or any successor publication) published by the Board of Governors of the
     Federal Reserve System, for "On the Run" U.S. Treasury obligations
     corresponding to the scheduled Maturity Date. If no such maturity shall so
     exactly correspond, yields for the two most closely corresponding published
     maturities shall be calculated pursuant to the foregoing sentence and the
     Treasury Constant Yield shall be interpolated or extrapolated (as
     applicable) from such yields on a straight-line basis (rounding, in the
     case of relevant periods, to the nearest month).

          "Yield Maintenance Premium" shall mean, with respect to any voluntary
     prepayment of the Loan after the Release Date and any payment of principal
     during the continuance of an Event of Default, the product of:

          (a)  a fraction whose numerator is the amount so paid and whose
               denominator is the outstanding principal balance of the Loan
               before giving effect to such payment, times

          (b)  the excess of (1) the sum of the respective present values,
               computed as of the date of such prepayment, of the remaining
               scheduled payments of principal and interest at the Interest Rate
               with respect to the Loan (assuming no acceleration of the Loan
               and assuming that the Loan is prepaid on the third Payment Date
               prior to the Maturity Date, and treating such prepayment as if it
               were a scheduled payment of principal), determined by discounting
               such payments to the date on which such payments are made at the
               Treasury Constant Yield plus fifty (50) basis points, over (2)
               the outstanding principal balance of the Loan on such date
               immediately prior to such payment;

     provided that the Yield Maintenance Premium with respect to any payment of
     principal prior to the Release Date resulting from an Event of Default
     shall not be less than 2% of the amount prepaid. The calculation of the
     Yield Maintenance Premium shall be made by Lender and shall, absent
     manifest error, be final, conclusive and binding upon all parties.

                                      II-9



B    "Yield Maintenance Premium" shall mean an amount equal to the greater of:


          (i)  two percent (2%) of the principal amount of the Loan being
               prepaid or

          (ii) the present value as of the Prepayment Date of the Calculated
               Payments from the Prepayment Date through the Permitted
               Prepayment Date determined by discounting such payments at the
               Discount Rate.

     As used in this definition, the term "Prepayment Date" shall mean the date
     on which prepayment is made. As used in this definition, the term
     "Calculated Payments" shall mean the monthly payments of interest only
     which would be due through the Permitted Prepayment Date based on the
     principal amount of the Loan being prepaid on the Prepayment Date and
     assuming an interest rate per annum equal to the difference (if such
     difference is greater than zero) between (y) the Initial Interest Rate and
     (z) the Yield Maintenance Treasury Rate. As used in this definition, the
     term "Discount Rate" shall mean the rate which, when compounded monthly, is
     equivalent to the Yield Maintenance Treasury Rate, when compounded
     semi-annually. As used in this definition, the term "Yield Maintenance
     Treasury Rate" shall mean the yield calculated by Lender by the linear
     interpolation of the yields, as reported in the 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 or one shorter) most nearly approximating the Maturity Date. In
     the event Release H.15 is no longer published, Lender shall select a
     comparable publication to determine the Yield Maintenance Treasury Rate. In
     no event, however, shall Lender be required to reinvest any prepayment
     proceeds in U.S. Treasury obligations or otherwise.

                                     II-10



C    Prepayment Following Prepayment Lockout Expiration Date

          Provided no Event of Default shall have occurred, Borrower shall have
     the right on any date from and after the Prepayment Lockout Expiration Date
     and prior to the Optional Prepayment Date to prepay the Debt in whole upon
     not less than thirty (30) days prior written notice to Lender specifying
     the Payment Date on which prepayment is to be made (a "Prepayment Date")
     upon payment of an amount equal to the Yield Maintenance Premium. Lender
     shall notify Borrower of the amount and the basis of determination of the
     required prepayment consideration. If any notice of prepayment is given,
     the Debt shall be due and payable on the Prepayment Date. Lender shall not
     be obligated to accept any prepayment of the Debt unless it is accompanied
     by the prepayment consideration due in connection therewith. If for any
     reason Borrower prepays the Loan on a date other than a Payment Date,
     Borrower shall pay Lender, in addition to the Debt, all interest which
     would have accrued on the amount of the Loan through and including the
     Payment Date next occurring following the date of such prepayment.

          On any date from and after the Optional Prepayment Date, provided no
     Event of Default has occurred, Borrower may, at its option and upon thirty
     (30) days prior written notice to Lender, prepay the Debt in whole but not
     in part without payment of the Yield Maintenance Premium or any other
     prepayment premium. If for any reason Borrower prepays the Loan on a date
     other than a Payment Date, Borrower shall pay Lender, in addition to the
     Debt, all interest which would have accrued on the amount of the Loan
     through and including the Payment Date next occurring following the date of
     such prepayment.

          "Prepayment Rate" shall mean the bond equivalent yield (in the
     secondary market) on the United States Treasury Security that as of the
     Prepayment Rate Determination Date has a remaining term to maturity closest
     to, but not exceeding, the remaining term to the Maturity Date as most
     recently published in the "Treasury Bonds, Notes and Bills" section in The
     Wall Street Journal as of such Prepayment Rate Determination Date. If more
     than one issue of United States Treasury Securities has the remaining term
     to the Maturity Date, the "Prepayment Rate" shall be the yield on such
     United States Treasury Security most recently issued as of the Prepayment
     Rate Determination Date. The rate so published shall control absent
     manifest error. If the publication of the Prepayment Rate in The Wall
     Street Journal is discontinued, Lender shall determine the Prepayment Rate
     on the basis of "Statistical Release H.15 (519), Selected Interest Rates,"
     or any successor publication, published by the Board of Governors of the
     Federal Reserve System, or on the basis of such other publication or
     statistical guide as Lender may reasonably select.

          "Prepayment Rate Determination Date" shall mean the date which is five
     (5) Business Days prior to the date that such prepayment shall be applied
     in accordance with the terms and provisions of the Note.

                                     II-11



D    Any voluntary prepayment of this Note: (a) is prohibited during the period
     beginning on the Disbursement Date to and including the Lockout Period
     Expiration Date, and (b) is permitted in full only, and not in part.

     This Note may be prepaid at any time after the Lockout Period Expiration
     Date and prior to the start date of the Open Period, provided that in the
     event of any such prepayment, whether such prepayment is voluntary,
     involuntary or upon acceleration of the principal amount of this Note by
     Lender following an Event of Default, borrower shall pay to Lender on the
     prepayment date (in addition to all other sums then due and owing to Lender
     under this Note, the Security Instrument or the Other Security Documents) a
     prepayment charge equal to the greater of the following two amounts:

          (i)  an amount equal to 1% of the amount prepaid; or

          (ii) an amount equal to (a) the amount, if any, by which the sum of
               the present values as of the prepayment date of all unpaid
               principal and interest payments required under this Note,
               calculated by discounting such payments from their respective
               Monthly Payment Dates (or, with respect to the payment required
               on the Maturity Date, from the Maturity Date) back to the
               prepayment date at a discount rate equal to the Periodic Treasury
               Yield (defined below) exceeds the outstanding principal balance
               of the Loan as of the prepayment date, multiplied by (b) a
               fraction whose numerator is the amount prepaid and whose
               denominator is the outstanding principal balance of the Loan as
               of the prepayment date.

     For purposes of the foregoing, "Periodic Treasury Yield" means (iii) the
     annual yield to maturity of the actively traded non-callable United States
     Treasury fixed interest rate security (other than any such security which
     can be surrendered at the option of the holder at face value in payment of
     federal estate tax or which was issued at a substantial discount) that has
     a maturity closest to (whether before, on or after) the Maturity Date (or
     if two or more such securities have maturity dates equally close to the
     Maturity Date, the average annual yield to maturity of all such
     securities), as reported in The Wall Street Journal or other authoritative
     publication or news retrieval service on the fifth business day preceding
     the prepayment date, divided by (iv) 12, if the Monthly Payment Dates are
     monthly, or 4, if the Monthly Payment Dates are quarterly.

     Notwithstanding anything to the contrary herein, borrower may prepay the
     principal balance of this Note in whole, without premium or penalty, on any
     business day during the six (6) months prior to the Maturity Date ("Open
     Period"); provided, that in the event that such payment is made on a day
     other than a Monthly Payment Date, then borrower shall also be required to
     pay, in connection with such prepayment, interest through and including the
     next succeeding Monthly Payment Date. In addition, borrower shall prepay
     without premium or penalty the principal balance of this Note in an amount
     equal to any insurance proceeds or condemnation awards which Lender elects
     to have applied to the Debt pursuant to Sections 4.4 of the Security
     Instrument or the amount required by Lender due to changes in tax and debt
     credit pursuant to Section 7.3 (a) or (b) of the Security Instrument
     (provided, however, that in the event any such prepayment pursuant to this
     sentence shall be made on a date other than a Monthly Payment Date, the
     amount so prepaid shall include all interest which would have accrued on
     such amount through the next Monthly Payment Date). In each instance of
     prepayment permitted under the preceding paragraph, borrower shall be
     required to pay all other sums due hereunder, and no principal amount
     repaid may be reborrowed.

                                     II-12



E    Loan Prepayment

     The Make Whole Premium shall be the greater of one percent (1%) of the
     outstanding principal amount of the loan or a premium calculated as
     provided in subparagraphs (1)-(3) below:

          (1)  Determine the "Reinvestment Yield." The Reinvestment Yield will
               be equal to the yield on the *U.S. Treasury Issue ("Primary
               Issue") published one week prior to the date of prepayment and
               converted to an equivalent monthly compounded nominal yield. In
               the event there is no market activity involving the Primary Issue
               at the time of prepayment, the Lender shall choose a comparable
               Treasury Bond, Note or Bill ("Secondary Issue") which the Lender
               reasonably deems to be similar to the Primary Issue's
               characteristics (i.e., rate, remaining time to maturity, yield).

               * At this time there is not a U.S. Treasury Issue for this
               prepayment period. At the time of prepayment, Lender shall select
               in its sole and absolute discretion a U.S. Treasury Issue with
               similar remaining time to maturity as the Note.

          (2)  (1) Calculate the "Present Value of the Loan." The Present Value
               of the Loan is the present value of the payments to be made in
               accordance with the Note (all installment payments and any
               remaining payment due on the Maturity Date) discounted at the
               Reinvestment Yield for the number of months remaining from the
               date of prepayment to the Maturity Date.

          (3)  Subtract the amount of the prepaid proceeds from the Present
               Value of the Loan as of the date of prepayment. Any resulting
               positive differential shall be the premium.

     Notwithstanding anything in the above to the contrary, during the last (2)
     (3) 90 days prior to the Maturity Date, the Make Whole Premium shall not be
     subject to the one percent (1%) minimum and shall be calculated only as
     provided in (1) through (3) above. (4)

     Borrower shall not have the right or privilege to prepay all or any portion
     of the unpaid principal balance of the Note until the date which is (5)
     three (3) months prior to the Maturity Date. From and after such date,
     provided there is no Event of Default, the principal balance of the Note
     may be prepaid, at par, in whole but not in part, upon: (a) not less than
     15 days prior written notice to Lender specifying the date on which
     prepayment is to be made, which prepayment must occur no later than the
     fifth day of any such month unless Borrower pays to Lender all interest
     that would have accrued for the entire month in which the Note is prepaid
     absent such prepayment. If prepayment occurs on a date other than a
     scheduled monthly payment date, Borrower shall make the scheduled monthly
     payment in accordance with the terms of the Note, regardless of any
     prepayment; (b) payment of all accrued and unpaid interest on the
     outstanding principal balance of the Note to and including the date on
     which prepayment is to be made; and (c) payment of all other Indebtedness
     then due under the Loan Documents. Lender shall not be obligated to accept
     any prepayment of the principal balance of the Note unless it is
     accompanied by all sums due in connection therewith.

     In addition to the Loan Prepayment rights set forth in the above paragraph,
     (6) after the Lockout Date but prior to the date which is (7) three (3)
     months prior to the Maturity Date, Borrower may prepay the principal
     balance of the Note, provided there is no Event of Default, in whole but
     not in part, upon (a) not less than 30 days prior written notice to the
     Lender specifying the date on which prepayment is to be made, which
     prepayment must occur no later than the fifth day of any such month unless
     Borrower pays to Lender all interest that would have accrued for the entire
     month in which the Note is prepaid, absent such prepayment. If prepayment
     occurs on a date other than a scheduled monthly payment date, Borrower
     shall make the scheduled monthly payment in accordance with the terms of
     the Note regardless of any prepayment; (b) payment of all accrued and
     unpaid interest on the outstanding principal balance of the Note to and
     including the date on which prepayment is made, (c) payment of all other
     Indebtedness then due under the Loan Documents, and (d) payment of a "Make
     Whole Premium." Lender shall not be obligated to accept any prepayment of
     the principal balance of the Note unless it is accompanied by all sums due
     in connection therewith.

                                     II-13


NOTES:

(1)  With respect to Mortgage Loan No. 24, Oak Tree Village Apartments, delete
     the entire paragraph and insert "Calculate the "Present Value of the Loan."
     The Present Value of the Loan is the present value of the payments to be
     made in accordance with Note A and/or B, as applicable (all installment
     payments and any remaining payments due on the Maturity Date) discounted at
     the Reinvestment Yield for the number of months remaining from the date of
     prepayment to the Maturity Date. In the event of a partial prepayment as a
     result of the aforementioned application of proceeds, the Present Value of
     the Loan shall be calculated in accordance with the preceding sentence
     multiplied by the fraction which results from dividing the amount of the
     prepaid proceeds by the principal balance immediately prior to prepayment."

(2)  With respect to Mortgage Loan No. 16, Sherwood Lakes Apartments, delete
     "90" and insert "60".

(3)  With respect to Mortgage Loan No. 262, Alki Court Apartments, delete "90"
     and insert "30".

(4)  With respect to Mortgage Loan No. 24, Oak Tree Village Apartments, insert
     "The amount of any Make Whole Premium received from Borrower shall be
     applied by Lender in respect of Note A and Note B, pro rata based on the
     principal amount of Note A or Note B prepaid (as applicable), provided,
     however, that upon the occurrence of an Event of Default under the Loan
     Documents, such Make Whole Premium shall be applied in accordance with the
     provisions in the Loan Documents."

(5)  With respect to Mortgage Loan No. 130, Ashland & Roosevelt Shopping Center,
     Mortgage Loan No. 216, 1535 East Moreland Boulevard, and Mortgage Loan No.
     262, Alki Court Apartments, delete "three (3)" and insert "one (1)".

(6)  With respect to Mortgage Loan No. 266, Osceola Crossing, delete "after the
     Lockout Date but".

(7)  With respect to Mortgage Loan No. 130, Ashland & Roosevelt Shopping Center,
     Mortgage Loan No. 216, 1535 East Moreland Boulevard, and Mortgage Loan No.
     262, Alki Court Apartments, delete "three (3)" and insert "one (1)".

                                     II-14





F         Notwithstanding the foregoing provisions of Article 5 of the Note,
     beginning on May 1, 2011 and solely in connection with the closing of the
     Wal-Mart Purchase Option in accordance with the provisions of Section 8.5
     of the Security Instrument, Applies to BSCMI Port Covington Shopping Center
     Borrower may make a partial prepayment (the "Wal-Mart Prepayment") on the
     outstanding principal balance of the Note by utilizing the entire Wal-Mart
     Purchase Price (as defined in the Security Instrument) by paying, together
     with the amount to be prepaid, (a) interest accrued and unpaid on the
     portion of the principal balance of the Note being prepaid to and including
     the date of prepayment, (b) unless prepayment is tendered on the first day
     of a calendar month, an amount equal to the interest that would have
     accrued on the amount being prepaid after the date of prepayment through
     and including the last day of the calendar month in which the partial
     prepayment occurs had the partial prepayment not been made (which amount
     shall constitute additional consideration for the partial prepayment), (c)
     all other sums then currently due under the Note, the Security Instrument
     and the Other Security Documents pursuant to the express provisions hereof
     and thereof, and (d) if the prepayment occurs prior to July 1, 2011, a
     prepayment consideration equal to the excess, if any, of (A) the product of
     (1) the sum of the present values of all then-scheduled payments of
     principal and interest under the Note including, but not limited to,
     principal and interest due on the maturity date (assuming for this purpose
     only, that the maturity date is July 1, 2011), with each such payment
     discounted to its present value at the date of prepayment at the rate
     which, when compounded monthly, is equivalent to the Prepayment Rate
     (hereinafter defined) when compounded semi-annually, and (2) the principal
     amount of the Note being prepaid divided by the principal amount of the
     Note, over (B) the principal amount of the Note being prepaid. In the event
     that the Sam's Prepayment (as defined below) has not been previously
     effected (and is not made in connection with the Wal-Mart Prepayment), the
     Monthly Payment shall be recalculated based on the unpaid principal balance
     of the Note effective as of the day following the date of prepayment.

          Notwithstanding the foregoing provisions of Article 5 of the Note,
     beginning on June 1, 2011 and solely in connection with the closing of the
     Sam's Purchase Option in accordance with the provisions of Section 8.5 of
     the Security Instrument, Borrower may make a partial prepayment (the "Sam's
     Prepayment") on the outstanding principal balance of the Note by utilizing
     the entire Sam's Purchase Price (as defined in the Security Instrument) by
     paying, together with the amount to be prepaid, (a) interest accrued and
     unpaid on the portion of the principal balance of the Note being prepaid to
     and including the date of prepayment, (b) unless prepayment is tendered on
     the first day of a calendar month, an amount equal to the interest that
     would have accrued on the amount being prepaid after the date of prepayment
     through and including the last day of the calendar month in which the
     partial prepayment occurs had the partial prepayment not been made (which
     amount shall constitute additional consideration for the partial
     prepayment), (c) all other sums then currently due under the Note, the
     Security Instrument and the Other Security Documents pursuant to the
     express provisions hereof and thereof, and (d) if the prepayment occurs
     prior to July 1, 2011, a prepayment consideration equal to the excess, if
     any, of (A) the product of (1) the sum of the present values of all
     then-scheduled payments of principal and interest under the Note including,
     but not limited to, principal and interest due on the maturity date
     (assuming for this purpose only, that the maturity date is July 1, 2011),
     with each such payment discounted to its present value at the date of
     prepayment at the rate which, when compounded monthly, is equivalent to the
     Prepayment Rate (hereinafter defined) when compounded semi-annually, and
     (2) the principal amount of the Note being prepaid divided by the principal
     amount of the Note, over (B) the principal amount of the Note being
     prepaid. In the event that the Wal-Mart Prepayment has not been previously
     effected (and is not made in connection with the Sam's Prepayment), the
     Monthly Payment shall be recalculated based on the unpaid principal balance
     of the Note effective as of the day following the date of prepayment.

          Notwithstanding the foregoing provisions of Article 5 of the Note, in
     the event that either of the Wal-Mart Prepayment or the Sam's Prepayment is
     effected prior to the other partial prepayment, Borrower may prepay the
     remaining balance of the Note in connection with the remaining partial
     prepayment (i.e., the Wal-Mart Prepayment or the Sam's Prepayment, as
     applicable) by paying, together with the amount to be prepaid, (a) interest
     accrued and unpaid on the portion of the principal balance of the Note
     being prepaid to and including the date of prepayment, (b) unless
     prepayment is tendered on the first day of a calendar month, an amount
     equal to the interest that would have accrued on the amount being prepaid
     after the date of prepayment through and including the last day of the
     calendar month in which the prepayment occurs had the prepayment not been
     made (which amount shall constitute additional consideration for the
     prepayment), (c) all other sums then due under the Note, the Security
     Instrument and the Other Security Documents, and (d) if the prepayment
     occurs prior to July 1, 2011, a prepayment consideration equal to the
     excess, if any, of (A) the sum of the present values of all then-scheduled
     payments of principal and interest under the Note including, but not
     limited to, principal and interest due on the maturity date (assuming for
     this purpose only, that the maturity date is July 1, 2011), with each such
     payment discounted to its present value at the date of prepayment at the
     rate which, when compounded monthly, is equivalent to the Prepayment Rate
     (hereinafter defined) when compounded semi-annually, over (B) the principal
     amount of the Note being prepaid.

                                     II-15



F    (cont'd)

          Notwithstanding the foregoing provisions of Article 5 of the Note, in
     the event that the Wal-Mart Prepayment and the Sam's Prepayment are
     effected simultaneously, Borrower may prepay the outstanding principal
     balance of the Note by paying, together with the amount to be prepaid, (a)
     interest accrued and unpaid on the principal balance of the Note being
     prepaid to and including the date of prepayment, (b) unless prepayment is
     tendered on the first day of a calendar month, an amount equal to the
     interest that would have accrued on the amount being prepaid after the date
     of prepayment through and including the last day of the calendar month in
     which the prepayment occurs had the prepayment not been made (which amount
     shall constitute additional consideration for the prepayment), (c) all
     other sums then due under the Note, the Security Instrument and the Other
     Security Documents, and (d) if the prepayment occurs prior to July 1, 2011,
     a prepayment consideration equal to the excess, if any, of (A) the sum of
     the present values of all then-scheduled payments of principal and interest
     under the Note including, but not limited to, principal and interest due on
     the maturity date (assuming for this purpose only, that the maturity date
     is July 1, 2011), with each such payment discounted to its present value at
     the date of prepayment at the rate which, when compounded monthly, is
     equivalent to the Prepayment Rate (hereinafter defined) when compounded
     semi-annually, over (B) the principal amount of the Note being prepaid.

          With respect to the immediately foregoing four (4) paragraphs, the
     term "Prepayment Rate" means the bond equivalent yield (in the secondary
     market) on the United States Treasury Security that as of the Prepayment
     Rate Determination Date (hereinafter defined) has a remaining term to
     maturity closest to, but not exceeding, the remaining term to July 1, 2011,
     as most recently published in the "Treasury Bonds, Notes and Bills" section
     in The Wall Street Journal as of such Prepayment Rate Determination Date.
     If more than one issue of United States Treasury Securities has the
     remaining term to July 1, 2011 referred to above, the "Prepayment Rate"
     shall be the yield on the United States Treasury Security most recently
     issued as of such date. The term "Prepayment Rate Determination Date" shall
     mean the date which is five (5) Business Days prior to the prepayment date.
     The rate so published shall control absent manifest error. As used herein,
     "Business Day" shall mean any day other than Saturday, Sunday or any other
     day on which banks are required or authorized to close in New York, New
     York.

          From and after the date that is three (3) months prior to the Optional
     Prepayment Date, Borrower may, provided it has given Lender prior written
     notice in accordance with the terms of the Note, prepay the unpaid
     principal balance of the Note (or in the event that either of the Wal-Mart
     Prepayment or the Sam's Prepayment have been effected, Borrower may prepay
     the remaining balance of the Note) by paying, together with the amount to
     be prepaid, (a) interest accrued and unpaid on the portion of the principal
     balance of the Note being prepaid to and including the date of prepayment,
     (b) unless prepayment is tendered on the first day of a calendar month, an
     amount equal to the interest that would have accrued on the amount being
     prepaid after the date of prepayment through and including the last day of
     the calendar month in which the prepayment occurs had the prepayment not
     been made (which amount shall constitute additional consideration for the
     prepayment) and (c) all other sums then due under the Note, the Security
     Instrument and the Other Security Documents, but without defeasance or the
     payment of any other prepayment consideration.

                                     II-16





G    Except as otherwise provided herein, Borrower shall not have the right to
     prepay the Loan in whole or in part prior to the Permitted Prepayment Date.
     On or after the Permitted Prepayment Date, Borrower may, provided it has
     given Lender prior written notice in accordance with the terms of this
     Agreement, prepay the unpaid principal balance of the Loan in whole (1),
     but not in part, by paying, together with the amount to be prepaid, (i)
     interest accrued and unpaid on the outstanding principal balance of the
     Loan being prepaid (2) to and including the date of prepayment, (ii) unless
     prepayment is tendered on a Payment Date, an amount equal to the interest
     that would have accrued on the amount being prepaid after the date of
     prepayment through and including the next Payment Date had the prepayment
     not been made (which amount shall constitute additional consideration for
     the prepayment), (iii) all other sums then due under the Agreement, the
     Note (3), the Mortgage (4) and the other Loan Documents, and (iv) if (5)
     prepayment occurs prior to the Payment Date which is one month prior to the
     Maturity Date, a prepayment consideration (the "Prepayment Consideration")
     equal to the greater of (A) one percent (1%) of the outstanding principal
     balance of the Loan being prepaid or (B) the excess, if any, of (1) the sum
     of the present values of all then-scheduled payments of principal and
     interest under this Agreement including, but not limited to, principal and
     interest on the Maturity Date (with each such payment discounted to its
     present value at the date of prepayment at the rate which, when compounded
     monthly, is equivalent to the Prepayment Rate), over (2) the (6)
     outstanding principal amount of the Loan (7). Lender shall notify Borrower
     of the amount and the basis of determination of the required prepayment
     consideration.

     "Prepayment Rate" shall mean the bond equivalent yield (in the secondary
     market) on the United States Treasury Security that as of the Prepayment
     Rate Determination Date has a remaining term to maturity closest to, but
     not exceeding, the remaining term to the Maturity Date, as most recently
     published in the "Treasury Bonds, Notes and Bills" section in The Wall
     Street Journal as of the date of the related tender of the payment. If more
     than one issue of United States Treasury Securities has the remaining term
     to the Maturity Date referred to above, the "Prepayment Rate" shall be the
     yield on the United States Treasury Security most recently issued as of
     such date. If the publication of the Prepayment Rate in The Wall Street
     Journal is discontinued, Lender shall determine the Prepayment Rate on the
     basis of "Statistical Release H.15(519), Selected Interest Rates," or any
     successor publication, published by the Board of Governors of the Federal
     Reserve System, or on the basis of such other publication or statistical
     guide as Lender may reasonably select.

     "Prepayment Rate Determination Date" shall mean the date which is five (5)
     Business Days prior to the prepayment date.

                                     II-17



NOTES:

(1)  With respect to the Mortgage Loan Nos. 135-138, Academy Sports San Antonio,
     Academy Sports Houma, Academy Sports Port Arthur, and Academy Sports
     Midland, insert the following paragraph:

          "After the Permitted Prepayment Date, Borrower may, provided it has
          satisfied the Partial Prepayment Conditions, prepay the unpaid
          principal balance of any one or more individual Notes (such Note or
          Notes being the "Release Note") in whole, but not in part, and obtain
          a release of the Related Documents, by paying, (i) an amount equal to
          115% of the outstanding principal balance of the Release Note (such
          amount being referred to herein as the "Release Principal Payment"),
          (ii) interest accrued and unpaid on the Release Principal Payment at
          the applicable Interest Rate to and including the date of prepayment,
          (iii) unless prepayment is tendered on a Payment Date, an amount equal
          to the interest that would have accrued on the Release Principal
          Payment after the date of prepayment through and including the next
          Payment Date had the prepayment not been made (which amount shall
          constitute additional consideration for the prepayment), (iv) all
          other sums then due under this Agreement, the Release Note, the
          Release Mortgage and the other Loan Documents, and (v) the Prepayment
          Consideration (calculated on the amount of the Release Principal
          Payment). From the Release Principal Payment, an amount equal to 15%
          of the outstanding principal balance of the Release Note shall be
          applied to the outstanding principal balance of the Remaining Notes,
          on a pro rata basis; the Monthly Debt Service Payment Amount under
          each Remaining Note shall be recalculated based on the Initial Rate
          and the unpaid principal balance effective as of the day following the
          next occurring Payment Date. Lender promptly shall notify Borrower in
          writing of the new Monthly Debt Service Payment Amount with respect to
          each Remaining Note."

(2)  With respect to Mortgage Loan Nos. 126-127, Lansing Square and Eastgate
     Shopping Center, and Mortgage Loan Nos. 135-138, Academy Sports San
     Antonio, Academy Sports Houma, Academy Sports Port Arthur, and Academy
     Sports Midland, delete "being prepaid."

(3)  With respect to Mortgage Loan Nos. 126-127, Lansing Square and Eastgate
     Shopping Center, the cross-collateralized loans Academy Sports Midland,
     Academy Sports Port Arthur, Academy Sports Houma, and Academy Sports San
     Antonio, delete "Note" and insert "Notes."

(4)  With respect to Mortgage Loan Nos. 126-127, Lansing Square and Eastgate
     Shopping Center, and Mortgage Loan Nos. 135-138, Academy Sports San
     Antonio, Academy Sports Houma, Academy Sports Port Arthur, and Academy
     Sports Midland, delete "Mortgage" and insert "Mortgages."

(5)  With respect to Mortgage Loan Nos. 126-127, Lansing Square and Eastgate
     Shopping Center, insert "the."

(6)  With respect to Mortgage Loan Nos. 126-127, Lansing Square and Eastgate
     Shopping Center, and Mortgage Loan Nos. 135-138, Academy Sports San
     Antonio, Academy Sports Houma, Academy Sports Port Arthur, and Academy
     Sports Midland, insert "aggregate."

(7)  With respect to Mortgage Loan Nos. 126-127, Lansing Square and Eastgate
     Shopping Center, and Mortgage Loan Nos. 135-138, Academy Sports San
     Antonio, Academy Sports Houma, Academy Sports Port Arthur, and Academy
     Sports Midland, delete "Loan" and insert "Notes."

                                     II-18



H    BASIC CHARGE.

     Except as provided below, if this Note is prepaid prior to the Open Period,
     whether such prepayment is voluntary, involuntary or upon acceleration of
     the principal amount of this Note by Lender following a Default, borrower
     shall pay to Lender on the prepayment date (in addition to all other sums
     then due and owing to Lender under the Loan Documents) a prepayment charge
     equal to the greater of the following two amounts:

          (i)  an amount equal to 1% of the amount prepaid; or

          (ii) an amount equal to (a) the amount, if any, by which the sum of
               the present values as of the prepayment date of all unpaid
               principal and interest payments required under this Note,
               calculated by discounting such payments from their respective Due
               Dates (or, with respect to the payment required on the Maturity
               Date, from Maturity Date) back to the prepayment date at a
               discount rate equal to the Periodic Treasury Yield (defined
               below) exceeds the outstanding principal balance of the Loan as
               of the prepayment date, multiplied by (b) a fraction whose
               numerator is the amount prepaid and whose denominator is the
               outstanding principal balance of the Loan as of the prepayment
               date.

     For purposes of the foregoing, "Periodic Treasury Yield" means (iii) the
     annual yield to maturity of the actively traded non-callable United States
     Treasury fixed interest rate security (other than any such security which
     can be surrendered at the option of the holder at face value in payment of
     federal estate tax or which was issued at a substantial discount) that has
     a maturity closest to (whether before, on or after) the Maturity Date (or
     if two or more such securities have maturity dates equally close to the
     Maturity Date, the average annual yield to maturity of all such
     securities), as reported in The Wall Street Journal or other authoritative
     publication or news retrieval service on the fifth Business Day preceding
     the prepayment date, divided by (iv) 12, if the Due Dates are monthly, or
     4, if Due Dates are quarterly.

     ADDITIONAL CHARGE.

     If this Note is prepaid on any day other than a Due Date, whether such
     prepayment is voluntary, involuntary or upon full acceleration of the
     principal amount of this Note by Lender following a Default, borrower shall
     pay to Lender on the prepayment date (in addition to the basic prepayment
     charge described in the section above and all other sums then due and owing
     to Lender under this Note and the other Loan Documents) an additional
     prepayment charge equal to the interest which would otherwise have accrued
     on the amount prepaid (had such prepayment not occurred during the period
     from and including the prepayment date to and including the last day of the
     month in which the prepayment occurred.

     EXCLUSION.

     Notwithstanding the foregoing, no prepayment charge of any kind shall apply
     in respect to any prepayment resulting from Lender's application of any
     insurance proceeds or condemnation awards to the outstanding principal
     balance of the Loan.

                                     II-19



I         After the fourth anniversary of the Month-End Date, Borrower may,
     provided it has given Lender prior written notice in accordance with the
     terms of this Note, prepay the unpaid principal balance of this Note in
     whole, but not in part, by paying, together with the amount to be prepaid,
     (a) interest accrued and unpaid on the portion of the principal balance of
     this Note being prepaid to and including the date of prepayment, (b) unless
     prepayment is tendered on the first day of a calendar month, an amount
     equal to the interest that would have accrued on the amount being prepaid
     after the date of prepayment through and including the last day of the
     calendar month in which the prepayment occurs had the prepayment not been
     made (which amount shall constitute additional consideration for the
     prepayment), (c) all other sums then due under the Note, the Security
     Instrument and the Other Security Documents, and (d) a prepayment
     consideration (the "Prepayment Consideration") equal to the greater of (i)
     one percent (1%) of the principal balance of this Note being prepaid and
     (ii) the excess, if any, of (A) the sum of the present values of all
     then-scheduled payments of principal and interest under this Note
     including, but not limited to, principal and interest on the commencement
     of the Window Period (with each such payment discounted to its present
     value at the date of prepayment at the rate which, when compounded monthly,
     is equivalent to the Prepayment Rate (hereinafter defined)), over (B) the
     principal amount of the Note being prepaid.

          The term "Prepayment Rate" means the bond equivalent yield (in the
     secondary market) on the United States Treasury Security that as of the
     Prepayment Rate Determination Date (hereinafter defined) has a remaining
     term to maturity closest to, but not exceeding, the remaining term to the
     Window Period, as most recently published in the "Treasury Bonds, Notes and
     Bills" section in The Wall Street Journal as of such Prepayment Rate
     Determination Date. If more than one issue of United States Treasury
     Securities has the remaining term to the Maturity Date referred to above,
     the "Prepayment Rate" shall be the yield on the United States Treasury
     Security most recently issued as of the Prepayment Rate Determination Date.
     The rate so published shall control absent manifest error. The term
     "Prepayment Rate Determination Date" shall mean the date which is five (5)
     Business Days prior to the scheduled prepayment date. As used herein,
     "Business Day" shall mean any day other than Saturday, Sunday or any other
     day on which banks are required or authorized to close in New York, New
     York.

          Lender shall notify Borrower of the amount and the basis of
     determination of the required prepayment consideration. If the publication
     of the Prepayment Rate in The Wall Street Journal is discontinued, Lender
     shall determine the Prepayment Rate on the basis of "Statistical Release
     H.15 (519), Selected Interest Rates," or any successor publication,
     published by the Board of Governors of the Federal Reserve System, or on
     the basis of such other publication or statistical guide as Lender may
     reasonably select.

                                     II-20



J    The Prepayment Consideration shall equal an amount equal to the greater of
     (i) one percent (1%) of the principal balance of this Note being prepaid,
     or (ii) the product of (A) the ratio of the amount of the principal balance
     of this Note being prepaid over the outstanding principal balance of this
     Note on the Prepayment Date (after subtracting the scheduled principal
     payment on such Prepayment Date), multiplied by (B) the present value as of
     the Prepayment Date of the remaining scheduled payments of principal and
     interest from the Prepayment Date through the Open Date (including any
     balloon payment) determined by discounting such payments at the Discount
     Rate (as hereinafter defined) less the amount of the outstanding principal
     balance of this Note on the Prepayment Date (after subtracting the
     scheduled principal payment on such Prepayment Date). The "Discount Rate"
     is the rate which, when compounded monthly, is equivalent to the Treasury
     Rate (as hereinafter defined), when compounded semi-annually. The "Treasury
     Rate" is 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. (In the event Release
     H.15 is no longer published, Lender shall select a comparable publication
     to determine the Treasury Rate.) Lender shall notify borrower of the amount
     and the basis of determination of the required prepayment consideration.

                                     II-21



K    "Yield Maintenance Premium" shall mean an amount equal to the present value
     as of the Prepayment Date (hereinafter defined) of the Calculated Payments
     (hereinafter defined) from the Prepayment Date through the Maturity Date
     determined by discounting such payments at the Discount Rate (hereinafter
     defined). As used in this definition, the term "Prepayment Date" shall mean
     the date on which prepayment is made. As used in this definition, the term
     "Calculated Payments" shall mean the monthly payments of interest only
     which would be due based on the principal amount of this Note being prepaid
     on the Prepayment Date and assuming an interest rate per annum equal to the
     difference (if such difference is greater than zero) between (y) the
     Applicable Interest Rate and (z) the Yield Maintenance Treasury Rate. As
     used in this definition, the term "Discount Rate" shall mean the rate
     which, when compounded monthly, is equivalent to the Yield Maintenance
     Treasury Rate (hereinafter defined), when compounded semi-annually. As used
     in this definition, the term "Yield Maintenance Treasury Rate" shall mean
     the yield calculated by Lender by the linear interpolation of the yields,
     as reported in the 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 or one
     shorter) most nearly approximating the Maturity Date. In the event Release
     H.15 is no longer published, Lender shall select a comparable publication
     to determine the Yield Maintenance Treasury Rate. In no event, however,
     shall Lender be required to reinvest any prepayment proceeds in U.S.
     Treasury obligations or otherwise. Lender shall notify borrower of the
     amount and the basis of determination of the required prepayment
     consideration.

                                     II-22




















                      [THIS PAGE INTENTIONALLY LEFT BLANK]

APPENDIX III
SIGNIFICANT LOAN SUMMARIES

--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 1 - ONE BUCKHEAD
--------------------------------------------------------------------------------











                          [ONE BUCKHEAD PHOTO OMITTED]












                                      III-1










--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 1 - ONE BUCKHEAD
--------------------------------------------------------------------------------

















                           [ONE BUCKHEAD MAP OMITTED]


















                                     III-2






--------------------------------------------------------------------------------
                       MORTGAGE LOAN NO. 1 - ONE BUCKHEAD
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               LOAN INFORMATION
----------------------------------- --------------------------------------------
ORIGINAL BALANCE:                   $85,000,000

CUT-OFF DATE BALANCE:               $85,000,000

SHADOW RATING (FITCH / S&P):        NAP

FIRST PAYMENT DATE:                 May 8, 2005

INTEREST RATE:                      5.470%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      April 8, 2015

EXPECTED MATURITY BALANCE:          $85,000,000

SPONSOR:                            Crescent Real Estate Equities


INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until the earlier of April 7,
                                    2008 or 2 years after the REMIC "start-up"
                                    date, with U.S. Treasury defeasance or the
                                    payment of the greater of a yield
                                    maintenance premium and 1% of the
                                    principal balance thereafter.  Prepayable
                                    without penalty from and after January 8,
                                    2015.


LOAN PER SF:                        $182.31

UP-FRONT RESERVES:                  TI/LC:                     $1,139,924

ONGOING RESERVES:                   RE Tax:                    Springing

                                    Insurance:                 Springing

                                    Cap Ex:                    Springing

                                    TI/LC:                     Springing


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

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


--------------------------------------------------------------------------------
                           PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:    Single Asset

PROPERTY TYPE:               Office

PROPERTY SUB-TYPE:           Urban

LOCATION:                    Atlanta, GA

YEAR BUILT / RENOVATED:      1987 / NAP

OCCUPANCY(1):                89.1%

SQUARE FOOTAGE:              466,229

THE COLLATERAL:              20-story class A office building

OWNERSHIP INTEREST:          Fee


PROPERTY MANAGEMENT:         Crescent Real Estate Equities Limited
                             Partnership















U/W NET OP. INCOME:          $8,805,261

U/W NET CASH FLOW:           $8,071,566

U/W OCCUPANCY:               89.1%

APPRAISED VALUE:             $131,500,000

CUT-OFF DATE LTV:            64.6%

MATURITY DATE LTV:           64.6%

DSCR:                        1.71x

POST IO DSCR:                NAP
---------------------------------------------------------------------------

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

(1) Occupancy is based on the rent roll dated February 15, 2005.

THE ONE BUCKHEAD LOAN

           THE LOAN. The largest loan (the "One Buckhead Loan") as evidenced by
the Promissory Note (the "One Buckhead Note") is secured by a first priority fee
Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement (the
"One Buckhead Mortgage") encumbering the 466,229 square foot class A office
building known as One Buckhead, located in Atlanta, Georgia (the "One Buckhead
Property"). The One Buckhead Loan was originated on April 7, 2005 by or on
behalf of Morgan Stanley Mortgage Capital Inc.

           THE BORROWER. The borrower is Crescent One Buckhead Plaza, LLC, a
Delaware limited liability company (the "One Buckhead Borrower") that owns no
material asset other than the One Buckhead Property and related interests. The
One Buckhead Borrower is a wholly-owned subsidiary of Crescent Real Estate
Equities ("Crescent"), the sponsor of the One Buckhead Loan. Crescent is a
publicly traded REIT established in 1994 and has a current total market
capitalization of approximately $4,600,000,000. Crescent and its subsidiaries
own and manage a portfolio of more than 75 office buildings, with more than 30
million square feet of rentable space.



                                     III-3



           THE PROPERTY. The One Buckhead Property is located in Atlanta,
Georgia, at 3060 Peachtree Road NW. The One Buckhead Property was constructed in
1987. It consists of a 466,229 square foot 20-story class A office building and
includes 41,059 square feet of retail/restaurant space and 1,250 parking spaces
in a nine-level parking garage.

<TABLE>


-----------------------------------------------------------------------------------------------------------------------------------
                                                        LEASE ROLLOVER SCHEDULE

                                                               % OF TOTAL                      % OF TOTAL BASE     CUMULATIVE % OF
                          # OF LEASES    AVERAGE BASE RENT     SQUARE FEET   CUMULATIVE %      RENTAL REVENUES    TOTAL BASE RENTAL
            YEAR            ROLLING        PER SF ROLLING        ROLLING     OF SF ROLLING         ROLLING        REVENUES ROLLING
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------

           Vacant             17               $0.00               11%            11%                0%                  0%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            MTM                2               $26.85              0%             11%                0%                  0%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2005               9               $29.17              2%             13%                2%                  3%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2006              14               $29.96              11%            24%                14%                 16%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2007              13               $29.56              6%             30%                7%                  24%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2008              13               $28.28              13%            44%                16%                 39%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2009              13               $25.08              17%            61%                18%                 57%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2010               6               $28.75              15%            76%                18%                 75%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2011               3               $30.53              4%             80%                5%                  80%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2012               2               $28.04              3%             83%                3%                  83%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2013               3               $27.20              5%             88%                6%                  89%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
            2014               3               $25.65              6%             94%                6%                  95%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
       2015 & Beyond           4               $20.55              6%            100%                5%                 100%
------------------------ -------------- ------------------- --------------- --------------- ------------------- -------------------
</TABLE>

           The following table presents certain information relating to the
major tenants at the One Buckhead Property:

<TABLE>


----------------------------------- ------------------ --------- ---------- --------------- ----------------
                                                                                               % OF TOTAL
                                    CREDIT RATING                              ANNUALIZED      ANNUALIZED
                                         (FITCH/        TENANT     % OF       UNDERWRITTEN    UNDERWRITTEN
TENANT NAME                          MOODY'S/S&P)(1)     NRSF      NRSF         BASE RENT       BASE RENT
----------------------------------- ------------------ --------- ---------- --------------- ----------------

Fitzgerald & Company                    --/--/--        48,123      10%       $1,385,461          12%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
Morgan Keegan                           --/--/--        30,940      7%         $849,012           7%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
Niles Bolton Associates                 --/--/--        33,750      7%         $810,000           7%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
UBS Paine Webber                       AA+/Aa2/--       20,004      4%         $550,310           5%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
JP Turner & Company                     --/--/--        17,869      4%         $488,181           4%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
First Atlanta Financial                 --/--/--        12,187      3%         $411,038           4%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
Integrated Administration Services      --/--/--        14,165      3%         $372,115           3%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
Globalt                                 --/--/--        10,499      2%         $319,591           3%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
Merchant Capital                        --/--/--        9,672       2%         $301,186           3%
----------------------------------- ------------------ --------- ---------- --------------- ----------------
Resource Health Care of America         --/--/--        9,599       2%         $277,507           2%
----------------------------------- ------------------ --------- ---------- --------------- ----------------




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

                                        ANNUALIZED
                                       UNDERWRITTEN BASE       LEASE
TENANT NAME                            RENT ($ PER NRSF)     EXPIRATION
-----------------------------------  --------------------- -----------------

Fitzgerald & Company                        $28.79            11/30/2010
-----------------------------------  --------------------- -----------------
Morgan Keegan                               $27.44             6/30/2008
-----------------------------------  --------------------- -----------------
Niles Bolton Associates                     $24.00            12/31/2009
-----------------------------------  --------------------- -----------------
UBS Paine Webber                            $27.51            10/31/2013
-----------------------------------  --------------------- -----------------
JP Turner & Company                         $27.32             2/28/2015
-----------------------------------  --------------------- -----------------
First Atlanta Financial                     $33.73             5/31/2011
-----------------------------------  --------------------- -----------------
Integrated Administration Services          $26.27            11/30/2006
-----------------------------------  --------------------- -----------------
Globalt                                     $30.44             4/30/2006
-----------------------------------  --------------------- -----------------
Merchant Capital                            $31.14             8/31/2008
-----------------------------------  --------------------- -----------------
Resource Health Care of America             $28.91             2/28/2014
-----------------------------------  --------------------- -----------------

</TABLE>

(1)    Certain ratings are those of the parent company whether or not the
       parent guarantees the lease.


           PROPERTY MANAGEMENT. The One Buckhead Property is managed by Crescent
Real Estate Equities Limited Partnership, which is an affiliate of the One
Buckhead Loan's sponsor. The management agreement is subordinate to the One
Buckhead Loan.

           ESCROWS AND RESERVES. If an event of default occurs under the Loan
Agreement or if the actual net operating income is less than 75% of the
underwritten net operating income ("NOI Trigger Event") (each a "Cash Trap
Trigger Event"), then the One Buckhead Borrower is required to deposit (a) all
accrued insurance and real estate taxes for the insurance period and tax year
into a reserve account and to deposit into this reserve account 1/12 of the
total annual amount monthly; (b) $57,453 monthly into a TI/LC reserve; and (c)
$9,575 monthly into a Replacement Reserve for capital expenditures capped at
$114,900. In lieu of making the cash deposits required to be made in (a)-(c)
above, the One Buckhead Borrower will have the right to deliver to the lender a
letter of credit. The period in which a cash trap is in effect (a "Cash Trap
Period") will end on the first payment date after: (a) if the Cash Trap Trigger
Event was the result of an event of default, such event of default no longer
exists or has been waived by lender and/or (b) if the Cash Trap Trigger Event
was due to an NOI Trigger Event, lender's determination that the actual net
operating income for two consecutive fiscal quarters following the occurrence of
such Cash Trap Trigger Event is at least 80% of the underwritten net operating
income.



                                     III-4



           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Direct or indirect
owners of the One Buckhead Borrower may obtain mezzanine financing so long as
(i) the loan-to-value ratio is less than 75%, (ii) the actual DSCR is greater
than 1.35x, (iii) the subordinate mezzanine lender shall enter into an
intercreditor agreement with the lender in the form and substance reasonably
satisfactory to the lender, the rating agencies and any existing subordinate
mezzanine lender, and (iv) the mezzanine loan may only be paid from excess cash
flow.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the One Buckhead Loan and
the One Buckhead Property is set forth on Appendix II hereto.


























                                     III-5











                      [THIS PAGE INTENTIONALLY LEFT BLANK.]





















                                     III-6











--------------------------------------------------------------------------------
     MORTGAGE LOAN NOS. 2-10 - BRISTOL GROUP PORTFOLIO - EXTRA SPACE STORAGE
--------------------------------------------------------------------------------





                      [EXTRA SPACE STORAGE PHOTO OMITTED]




                       [EXTRA SPACE STORAGE PHOTO OMITTED]
















                                     III-7



--------------------------------------------------------------------------------
     MORTGAGE LOAN NOS. 2-10 - BRISTOL GROUP PORTFOLIO - EXTRA SPACE STORAGE

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







                        [EXTRA SPACE STORAGE MAP OMITTED]



















                                     III-8







--------------------------------------------------------------------------------
     MORTGAGE LOAN NOS. 2-10 - BRISTOL GROUP PORTFOLIO - EXTRA SPACE STORAGE
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               LOAN INFORMATION
----------------------------------- -------------------------- -----------------
ORIGINAL BALANCE:                   $34,500,000

CUT-OFF DATE BALANCE:               $34,500,000

SHADOW RATING (FITCH / S&P):        NAP

FIRST PAYMENT DATE:                 August 1, 2005

INTEREST RATE:                      5.270%

AMORTIZATION:                       Interest Only

ARD:                                NAP

HYPERAMORTIZATION:                  NAP

MATURITY DATE:                      July 1, 2015

EXPECTED MATURITY BALANCE:          $34,500,000

SPONSOR:                            Bristol Group, Inc.

INTEREST CALCULATION:               Actual/360

CALL PROTECTION:                    Locked out until the later of June 10,
                                    2008 or 2 years after the REMIC "start-up"
                                    date, with U.S. Treasury defeasance
                                    thereafter.  Prepayable without penalty
                                    from and after June 1, 2015.



LOAN PER SF:                        $61.73

UP-FRONT RESERVES:                   RE Tax:                   $197,496

ONGOING RESERVES:                    RE Tax:                   $81,743 / month

                                     Insurance:                Springing


LOCKBOX:                            None
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                           PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET /           Portfolio of 9 assets
PORTFOLIO:

PROPERTY TYPE:           Self Storage

PROPERTY SUB-TYPE:       Self Storage

LOCATION:                See table

YEAR BUILT / RENOVATED:  See table

OCCUPANCY(1):            83.6%

SQUARE FOOTAGE:          558,844

THE COLLATERAL:          9 self storage facilities located in NY, NH, NJ
                         and CA

OWNERSHIP INTEREST:      Fee

PROPERTY MANAGEMENT:     Extra Space Management LLC




U/W NET OP. INCOME:      $4,080,196

U/W NET CASH FLOW:       $3,995,151

U/W OCCUPANCY:           83.0%

APPRAISED VALUE:         $60,720,000

CUT-OFF DATE LTV:        56.8%

MATURITY DATE LTV:       56.8%

DSCR:                    2.17x

POST IO DSCR:            NAP
--------------------------------------------------------------------------------

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

(1)        Occupancy is based on the average of the rent rolls dated April 26,
           2005 for all 9 properties.

THE BRISTOL GROUP PORTFOLIO - EXTRA SPACE STORAGE LOAN

           THE LOAN. The second largest loan (the "Bristol Group Portfolio -
Extra Space Storage Loan") is a $34,500,000 first mortgage loan secured by the
borrower's fee simple interest in the Bristol Group Portfolio - Extra Space
Storage Portfolio. This loan consists of 9 self storage facilities located in
New York, New Jersey, New Hampshire and California. The Bristol Group Portfolio
- Extra Space Storage Loan was originated on June 10, 2005 by or on behalf of
Wells Fargo Bank, NA.

           THE BORROWER. The co-borrowers are Extra Space Northern Investment
LLC and Extra Space Northern Two LLC, two Delaware limited liability companies
(collectively, the "Bristol Group Portfolio - Extra Space Storage Borrowers")
that own no material assets other than the related properties and related
interests. Extra Space Northern Properties Six LLC is the sole member of the
Bristol Group Portfolio - Extra Space Storage Borrowers. Extra Space Northern
Six LLC is owned 90% by Northern Storage LLC and 10% by Extra Space Storage LLC.
The sole member of Northern Storage LLC is the Honeywell International Inc.
Master Pension Retirement Trust.


                                     III-9




           THE PROPERTY. The Bristol Group Portfolio - Extra Space Storage
Property consists of nine self storage facilities with approximately 5,921
rental units totaling approximately 558,844 net rentable square feet. More
specific information about each property is set forth in the chart below:
<TABLE>


---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
PROPERTY                            LOCATION        ALLOCATED LOAN    PROPERTY TYPE       OWNERSHIP      YEAR BUILT /
                                                        AMOUNT                            INTEREST        RENOVATED
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------

300 Deerwood Road            San Ramon, CA            $5,275,259       Self Storage          Fee          2002 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
100 South Bales Avenue       Port Washington, NY      $5,049,782       Self Storage          Fee          2000 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
107 Route 22 East            Green Brook, NJ          $4,850,371       Self Storage          Fee          2000 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
2580 Monument Boulevard      Concord, CA              $4,656,174       Self Storage          Fee          1999 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
6518 Black Horse Pike        Egg Harbor, NJ           $4,289,284       Self Storage          Fee         1990 / 1996
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
281 Indian Head Road         Kings Park, NY           $3,792,713       Self Storage          Fee          2001 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
200 Express Drive South      Brentwood, NY            $3,584,179       Self Storage          Fee          1999 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
901 Candia Road              Manchester, NH           $1,666,317       Self Storage          Fee          1986 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------
2 Scoobie Pond Road          Derry, NH                $1,335,921       Self Storage          Fee          1986 / NAP
---------------------------- --------------------- ----------------- ----------------- ---------------- ---------------




----------------------------  --------------- ----------
PROPERTY                        OCCUPANCY     SQUARE
                                               FOOTAGE
----------------------------  --------------- ----------

300 Deerwood Road                 84.2%        77,495
----------------------------  --------------- ----------
100 South Bales Avenue            95.8%        67,925
----------------------------  --------------- ----------
107 Route 22 East                 90.0%        58,650
----------------------------  --------------- ----------
2580 Monument Boulevard           80.0%        75,060
----------------------------  --------------- ----------
6518 Black Horse Pike             81.3%        70,300
----------------------------  --------------- ----------
281 Indian Head Road              71.3%        60,020
----------------------------  --------------- ----------
200 Express Drive South           79.2%        65,969
----------------------------  --------------- ----------
901 Candia Road                   84.1%        45,075
----------------------------  --------------- ----------
2 Scoobie Pond Road               89.1%        38,350
----------------------------  --------------- ----------
</TABLE>


           PROPERTY MANAGEMENT. The Bristol Group Portfolio - Extra Space
Storage Property is managed by Extra Space Management LLC, an affiliate of the
borrower.

           ESCROWS AND RESERVES. The Bristol Group Portfolio - Extra Space
Storage Borrowers are required to escrow 1/12 of annual real estate taxes
monthly. The amount shown is the current monthly collections. Insurance reserves
spring if the Bristol Group Portfolio - Extra Space Storage Borrowers fail to
provide evidence of payment, maintain coverage under blanket policy or if a
default occurs.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the Bristol Group Portfolio
- Extra Space Storage Loan and the Bristol Group Portfolio - Extra Space Storage
Property is set forth on Appendix II hereto.





















                                     III-10






--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 11 - ADOBE BUILDING
--------------------------------------------------------------------------------



[ADOBE BUILDING PHOTO OMITTED]


[ADOBE BUILDING PHOTO OMITTED]


[ADOBE BUILDING PHOTO OMITTED]

















                                     III-11



--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 11 - ADOBE BUILDING
--------------------------------------------------------------------------------






                          [ADOBE BUILDING MAP OMITTED]



















                                     III-12




--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 11 - ADOBE BUILDING
--------------------------------------------------------------------------------

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

ORIGINAL BALANCE:                    $34,000,000

CUT-OFF DATE BALANCE:                $34,000,000

SHADOW RATING (FITCH / S&P):         NAP

FIRST PAYMENT DATE:                  September 7, 2005

INTEREST RATE:                       5.09%

AMORTIZATION:                        Interest Only

ARD:                                 NAP

HYPERAMORTIZATION:                   NAP

MATURITY DATE:                       August 7, 2015

EXPECTED MATURITY BALANCE:           $34,000,000

SPONSOR:                             Deutsche Immobilien Fonds AG (DIFA)

INTEREST CALCULATION:                Actual/360

CALL PROTECTION:                     At the borrower's option, prepayable
                                     prior to the earlier of July 21, 2008
                                     and 2 years after the REMIC "start-up"
                                     date, upon payment of the greater of
                                     yield maintenance and 2% of the
                                     principal balance, with U.S. Treasury
                                     defeasance permitted thereafter.
                                     Prepayable without penalty from and
                                     after May 7, 2015.


LOAN PER SF:                         $114.39

UP-FRONT RESERVES:                   None


ONGOING RESERVES:                    RE Tax:                  Springing

                                     Insurance:               Springing

                                     CapEx:                   Springing

                                     TI/LC:                   Springing

                                     Ground Rent:             Springing

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

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:            Single Asset

PROPERTY TYPE:                       Office

PROPERTY SUB-TYPE:                   Urban

LOCATION:                            Seattle, WA

YEAR BUILT / RENOVATED:              1999 / NAP

OCCUPANCY(1):                        100.0%

SQUARE FOOTAGE:                      297,228

THE COLLATERAL:                      Office complex

OWNERSHIP INTEREST:                  Leasehold


PROPERTY MANAGEMENT:                 Metzler Realty Advisors, Inc.








U/W NET OP. INCOME:                  $4,155,854

U/W NET CASH FLOW:                   $3,644,677

U/W OCCUPANCY:                       90.1%

APPRAISED VALUE:                     $67,500,000

CUT-OFF DATE LTV:                    50.4%

MATURITY DATE LTV:                   50.4%

DSCR:                                2.08x

POST IO DSCR:                        NAP
--------------------------------------------------------------------------------

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

(1)    Occupancy is based on the rent roll dated January 1, 2005.

THE ADOBE BUILDING LOAN

           THE LOAN. The third largest loan (the "Adobe Building Loan") as
evidenced by the Promissory Note (the "Adobe Building Note") is secured by a
first priority Leasehold Deed of Trust, Assignment of Leases and Rents, Security
Agreement and Fixture Filing (the "Adobe Building Mortgage") encumbering the
297,228 square foot urban office building known as the Adobe Building, located
in Seattle, Washington (the "Adobe Building Property"). The Adobe Building Loan
was originated on July 21, 2005 by or on behalf of Morgan Stanley Mortgage
Capital Inc.

           THE BORROWER. The borrower is Fremont Lake Union Center LLC, a
Delaware limited liability company (the "Adobe Building Borrower") that owns no
material asset other than the Adobe Building Property and related interests. The
Adobe Building Borrower is a wholly-owned, direct subsidiary of Deutsche
Immobilien Fonds AG, the sponsor of the Adobe Building Loan. Deutsche Immobilien
Fonds AG is a German based company that currently manages five open-ended real
estate funds which include in the aggregate approximately 190 properties in
Germany, the UK, Belgium, France, Spain and the United States.


                                     III-13



           THE PROPERTY. The Adobe Building Property is located 2.9 miles north
of downtown Seattle, Washington, at 70-801 North 34th Street. The Adobe Building
Property was originally constructed in 1999. It consists of two office
buildings, the Waterfront Building (3-stories) and the Plaza Building
(4-stories), which comprise 161,117 and 136,111 square feet respectively,
totaling 297,228 square feet. The Adobe Building Property is situated on
approximately 5.34 acres and includes office space, a data center and
restaurants. It is built over a multi-level parking garage that provides 2.4
spaces per 1,000 square feet. The Adobe Building Property is ground leased by
the Adobe Building Borrower pursuant to a ground lease, dated March 12, 1998,
that expires on December 31, 2041.

<TABLE>


----------------------------------------------------------------------------------------------------------------------------------
                                                     LEASE ROLLOVER SCHEDULE

                                                           % OF TOTAL                   % OF TOTAL BASE     CUMULATIVE % OF TOTAL
                      # OF LEASES    AVERAGE BASE RENT     SQUARE FEET    CUMULATIVE %  RENTAL REVENUES     BASE RENTAL REVENUES
        YEAR            ROLLING        PER SF ROLLING         ROLLING     OF SF ROLLING      ROLLING                ROLLING
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------

       Vacant              0               $0.00               0%              0%             0%                     0%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
         MTM               0               $0.00               0%              0%             0%                     0%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2005               0               $0.00               0%              0%             0%                     0%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2006               0               $0.00               0%              0%             0%                     0%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2007               1               $0.00               1%              1%             0%                     0%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2008               1               $19.68              1%              1%             1%                     1%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2009               2               $26.19              6%              7%             9%                     10%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2010               4               $17.47              93%            100%            90%                   100%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2011               0               $0.00               0%             100%            0%                    100%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2012               0               $0.00               0%             100%            0%                    100%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2013               0               $0.00               0%             100%            0%                    100%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
        2014               0               $0.00               0%             100%            0%                    100%
-------------------- -------------- ------------------- ---------------- -------------- ------------------ -----------------------
    2015 & Beyond          0               $0.00               0%             100%            0%                    100%
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

           The following table presents certain information relating to the
major tenants at the Adobe Building Property:

<TABLE>


----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
                                                                                    % OF TOTAL       ANNUALIZED
                          CREDIT RATING                              ANNUALIZED     ANNUALIZED      UNDERWRITTEN
                             (FITCH/       TENANT        % OF       UNDERWRITTEN   UNDERWRITTEN     BASE RENT ($       LEASE
       TENANT NAME         MOODY'S/S&P)     NRSF          NRSF         BASE RENT      BASE RENT        PER NRSF)      EXPIRATION
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------

Adobe Systems               --/--/--       254,328        86%        $4,346,466         82%            $17.09           7/1/2010
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
Impinj                      --/--/--        20,966         7%          $464,187          9%            $22.14           8/1/2010
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
Surreal                     --/--/--        16,750         6%          $452,250          8%            $27.00           2/1/2009
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
Starbucks                   --/--/--         1,758         1%           $34,597          1%            $19.68           9/1/2008
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
Bandoleone                  --/--/--         1,758         1%           $32,470          1%            $18.47           7/1/2009
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
Management                  --/--/--         1,668         1%                $0          0%             $0.00           1/1/2007
----------------------- ---------------- ------------ ----------- --------------- ---------------- ---------------- --------------
</TABLE>


           PROPERTY MANAGEMENT. The AdobeBuilding Property is managed by Metzler
Realty Advisors, Inc., a wholly owned subsidiary of Bankhaus Metzler, which was
founded in 1976 to create and manage North American real estate portfolios for
Bankhaus Metzler clients and compatible co-investors. The management agreement
is subordinate to the Adobe Building Loan.

           ESCROWS AND RESERVES. If an event of default occurs under the Loan
Agreement or if the underwritable cash flow for the preceding twelve-month
period is below $3,200,000.00 ("Trigger Event"), the Adobe Building Borrower
must deposit each month an amount equal to one-third of the amount of ground
rent that will be due payable under the ground lease for the subsequent quarter.
Commencing in January 1, 2008, the Adobe Building Borrower is required to
deposit into a rollover fund either (i) $1,000,000 annually through the maturity
date or (ii) $100,000 monthly through the maturity date; provided however, the
total amount required to be deposited will be an amount equal to the lesser of
(i) $3,000,000 and (ii) the sum of (x) the actual costs of renewing or extending
the lease to Adobe Systems Incorporated with respect to its space and/or the
actual costs of replacing the tenant for such space plus (y) $20 per square foot
for any space that Adobe Systems Incorporated has not extended or renewed and
for which the Adobe Building Borrower has not entered into a replacement lease
with a new tenant. The Adobe Building Borrower may substitute letters of credit
for any reserve deposits required under the Adobe Building Loan.

           Upon the occurrence of a Trigger Event and the continuance of a
trigger period ("Trigger Period") (described below), the Adobe Building Borrower
is required to deposit: (a) into a tax fund reserve account 1/12 of the total
estimated annual taxes monthly, (b) into an insurance fund reserve account 1/12
of the total estimated annual insurance premiums monthly, and (c) into a capital
expenditures fund reserve an amount equal to $74,307 monthly. A Trigger Period
shall mean a period commencing on the first business day after a Trigger Event
has occurred through the first business day after the related Trigger Event has
not existed for a period of six consecutive months.


                                     III-14




           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. The Adobe Building
Borrower may obtain mezzanine financing so long as (i) the loan-to-value ratio
is less than 75%, (ii) the actual DSCR is greater than 1.20x, (iii) the
subordinate mezzanine lender shall enter into an intercreditor agreement with
the lender in the form and substance reasonably satisfactory to the lender, the
rating agencies and any existing subordinate mezzanine lender; and (iv) the
mezzanine loan may only be paid from excess cash flow.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the Adobe Building Loan and
the Adobe Building Property is set forth on Appendix II hereto.























                                     III-15










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                                     III-16




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                 MORTGAGE LOAN NO. 12 - BROOKS BROTHERS BUILDING
--------------------------------------------------------------------------------




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                                     III-17



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                 MORTGAGE LOAN NO. 12 - BROOKS BROTHERS BUILDING
--------------------------------------------------------------------------------













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                                     III-18




--------------------------------------------------------------------------------
                 MORTGAGE LOAN NO. 12 - BROOKS BROTHERS BUILDING
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                              LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                    $28,200,000

CUT-OFF DATE BALANCE:                $28,200,000

SHADOW RATING (FITCH / S&P):         BBB / AA

FIRST PAYMENT DATE:                  March 1, 2005

INTEREST RATE:                       5.240%

AMORTIZATION:                        Interest only through  February 1,
                                     2010. Principal and interest payments of
                                     $155,546.82 beginning March 1, 2010 throu
                                     maturity.

ARD:                                 NAP

HYPERAMORTIZATION:                   NAP

MATURITY DATE:                       February 1, 2015

EXPECTED MATURITY BALANCE:           $26,135,825

SPONSOR:                             J. David Haft

INTEREST CALCULATION:                Actual/360

CALL PROTECTION:                     Locked out until the earlier of
                                     February 1, 2010 or 2 years after the
                                     REMIC "start-up" date, with U.S.
                                     Treasury defeasance thereafter.
                                     Prepayable without penalty from and
                                     after November 1, 2014.



LOAN PER SF:                         $230.01

UP-FRONT RESERVES(1):                None



ONGOING RESERVES:                    RE Tax:              Springing

                                     Insurance:           Springing

                                     Cap Ex:              Springing

                                     TI/LC:               Springing

LOCKBOX:                             Springing
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:            Single Asset

PROPERTY TYPE:                       Mixed Use

PROPERTY SUB-TYPE:                   Retail/Office

LOCATION:                            New York, NY

YEAR BUILT / RENOVATED:              1915 / 2004

OCCUPANCY(2):                        100.0%

SQUARE FOOTAGE:                      122,604

THE COLLATERAL:                      10-story retail and office building

OWNERSHIP INTEREST:                  Fee


PROPERTY MANAGEMENT:                 Brooks Brothers, Inc.









U/W NET OP. INCOME:                  $3,291,550

U/W NET CASH FLOW:                   $3,259,956

U/W OCCUPANCY:                       100.0%

APPRAISED VALUE:                     $60,000,000

CUT-OFF DATE LTV:                    47.0%

MATURITY DATE LTV:                   43.6%

DSCR:                                2.18x

POST IO DSCR:                        1.75x
--------------------------------------------------------------------------------

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

(1)  The Brooks Brother tenant maintains a $4,115,485 letter of credit security
     deposit for the term of its current lease.
(2)  Occupancy is based on the rent roll dated January 10, 2005.


THE BROOKS BROTHERS BUILDING LOAN

           THE LOAN. The fourth largest loan (the "Brooks Brothers Building
Loan") as evidenced by the Promissory Note (the "Brooks Brothers Building Note")
is secured by a first priority fee Mortgage and Security Agreement (the "Brooks
Brothers Building Mortgage") encumbering the 122,604 square foot retail and
office building known as the Brooks Brothers Building, located in New York, New
York (the "Brooks Brothers Building Property"). The Brooks Brothers Building
Loan was originated on January 27, 2005 by or on behalf of Morgan Stanley
Mortgage Capital Inc.


                                     III-19



           THE BORROWER. The borrower is Chesterfield Hill, LLC, a Delaware
limited liability company (the "Brooks Brothers Building Borrower") that owns no
material asset other than the Brooks Brothers Building Property and related
interests. The Brooks Brothers Building Borrower is owned 90.67% by J. David
Haft, as Trustee of the J. David Haft Living Trust dated October 16, 1987, and
8.33% by J. David Haft, as Trustee of the Indenture of Trust dated June 5, 1942.
The remaining 1% interest in the Brooks Brothers Building Borrower is held by
Audley Square, Inc., as Managing Member.

           THE PROPERTY. The Brooks Brothers Building Property is located in New
York, New York, at 346 Madison Avenue. The Brooks Brothers Building Property was
originally constructed in 1915 for Brooks Brothers, its current tenant. It
consists of a 122,604 square foot, 10-story retail and office building, with the
first six floors being used for retail purposes and floors seven through ten for
office purposes. The Brooks Brothers Building Property is situated on
approximately 0.26 acres. The Brooks Brothers Building Property is occupied
entirely by Brooks Brothers, a Retail Brand Alliance, Inc. subsidiary, on a
lease expiring March 31, 2016. The property is utilized as the Brooks Brothers
flagship store and administrative offices.

<TABLE>


------------------- ---------------- ---------------- ----------- ---------------- ---------------- ---------------- --------------
                                                                                     % OF TOTAL       ANNUALIZED
                      CREDIT RATING                                  ANNUALIZED      ANNUALIZED     UNDERWRITTEN
                         (FITCH/                                   UNDERWRITTEN     UNDERWRITTEN     BASE RENT ($        LEASE
    TENANT NAME        MOODY'S/S&P)    TENANT NRSF     % OF NRSF     BASE RENT       BASE RENT         PER NRSF)       EXPIRATION
------------------- ---------------- ---------------- ----------- ---------------- ---------------- ---------------- --------------

Brooks Brothers           --/--/--       122,604         100%       $3,300,000(1)        100%           $26.92        3/31/2016
------------------- ---------------- ---------------- ----------- ---------------- ---------------- ---------------- --------------
</TABLE>

(1)  The Annualized Underwritten Base Rent is based on a contractual rent
     increase scheduled for April 1, 2007. Actual in place rents through March
     31, 2007 total $2,750,000 per annum, or $22.43/SF. The property appraisal
     estimated a blended market rent for the property at over $43.00/SF.

           PROPERTY MANAGEMENT. The Brooks Brothers Building Property is managed
by Brooks Brothers, Inc. pursuant to the terms of its lease. Upon the expiration
or earlier termination of the lease, the Brooks Brothers Building Borrower, or
an entity affiliated with the Brooks Brothers Building Borrower, shall manage
the Brooks Brothers Building Property or shall hire a professional property
management company approved by the lender to manage the Brooks Brothers Building
Property.

           ESCROWS AND RESERVES. If (a) no event of default (nor any event which
with the passage of time or the giving of notice or both would constitute an
event of default) has occurred, and (b) Brooks Brothers, Inc. pays the real
estate taxes and insurance premiums, maintains the property in accordance with
its lease and continues to operate and pay rent and does not terminate the
lease, then the Brooks Brothers Building Borrower shall be relieved of each of
the respective obligations until such time as Brooks Brothers, Inc. fails to do
so or the lease is terminated.

           LOCKBOX AND CASH MANAGEMENT. A hard lockbox will be established upon
the occurrence of an event of default. Funds in the lockbox will be allocated to
the reserves and debt service, and after such allocation, any remaining funds
may be disbursed at the sole discretion of the mortgagee or its servicer, in
each case in accordance with the terms of the cash management agreement. The
lockbox will be in place until the Brooks Brothers Building Loan has been paid
in full.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the Brooks Brothers Building
Loan and the Brooks Brothers Building Property is set forth on Appendix II
hereto.



                                     III-20




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                      MORTGAGE LOAN NO. 13 - HILTON DEL MAR
--------------------------------------------------------------------------------









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                                     III-21



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                      MORTGAGE LOAN NO. 13 - HILTON DEL MAR
--------------------------------------------------------------------------------













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                                     III-22





--------------------------------------------------------------------------------
                      MORTGAGE LOAN NO. 13 - HILTON DEL MAR
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                    $27,540,000

CUT-OFF DATE BALANCE:                $27,540,000

SHADOW RATING (FITCH / S&P):         NAP

FIRST PAYMENT DATE:                  June 1, 2005

INTEREST RATE:                       5.3385%

AMORTIZATION:                        Interest only through May 1, 2007.
                                     Principal and interest payments of
                                     $166,473.88 beginning June 1, 2007 through
                                     maturity.

ARD:                                 NAP

HYPERAMORTIZATION:                   NAP

MATURITY DATE:                       May 1, 2015

EXPECTED MATURITY BALANCE:           $22,556,696

SPONSOR:                             Sunstone Hotel Investors, Inc.

INTEREST CALCULATION:                Actual/360

CALL PROTECTION:                     Locked out through 2 years after the REMIC
                                     "start-up" date, with U.S. Treasury
                                     defeasance thereafter.  Prepayable without
                                     penalty from and after May 1, 2015.



LOAN PER ROOM:                       $107,160

UP-FRONT RESERVES:                   RE Tax:                $66,241

                                     Deferred Maintenance:  $625

                                     Cap Ex:                $37,022

ONGOING RESERVES:                    RE Tax:                $22,787/month

                                     Insurance:             Springing

                                     Cap Ex:                $37,022/month

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

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET /                       Single Asset
PORTFOLIO:

PROPERTY TYPE:                       Hospitality

PROPERTY SUB-TYPE:                   Full Service

LOCATION:                            Del Mar, CA

YEAR BUILT / RENOVATED:              1989 / 2003

OCCUPANCY(1):                        75.0%

 ROOMS:                              257

THE COLLATERAL:                      Full service hotel

OWNERSHIP INTEREST:                  Fee


PROPERTY MANAGEMENT:                 Sunstone Hotel Properties, Inc.




U/W NET OP. INCOME:                  $3,712,416

U/W NET CASH FLOW:                   $3,202,897

U/W OCCUPANCY:                       75.0%

APPRAISED VALUE:                     $41,500,000

CUT-OFF DATE LTV:                    66.4%

MATURITY DATE LTV:                   54.4%

DSCR:                                2.15x

POST IO DSCR:                        1.60x
--------------------------------------------------------------------------------

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

(1)   Occupancy is based on the 12-month operating statements ending April 30,
      2005.

THE HILTON DEL MAR LOAN

           THE LOAN. The fifth largest loan (the "Hilton Del Mar Loan") is
evidenced by a promissory note and is secured by a first priority mortgage on
the Hilton Del Mar property located in Del Mar, California (the "Hilton Del Mar
Property"). The Hilton Del Mar Loan was originated on April 29, 2005 by Bear
Stearns Commercial Mortgage, Inc.

           THE BORROWER. The borrower is Sunstone Durante, LLC, a Delaware
limited liability company (the "Hilton Del Mar Borrower"), that owns no material
assets other than the Hilton Del Mar Property. The sponsor, Sunstone Hotel
Investors, Inc. ("Sunstone"; NYSE: SHO), is a southern California-based real
estate investment trust ("REIT") that owns hotels throughout the United States.
As of December 31, 2004, Sunstone owned 54 hotels, comprising 13,183 rooms,
located in 17 states in the United States. Sunstone's hotels are operated under
brand names including Marriott, Hilton, Hyatt, InterContinental and Wyndham.

           THE PROPERTY. The Hilton Del Mar Property is a 257-room, AAA, full
service hotel property located approximately 1/2 mile from the Pacific Ocean in
Del Mar, California. The hotel is directly across from the Del Mar Fairgrounds
and the Del Mar Racetrack, both of




                                     III-23




which are substantial demand generators for the hotel. The Hilton Del Mar is
located less than 1/2 mile west of Interstate 5. The Hilton Del Mar Property
features an Olympic size swimming pool, two Jacuzzis and exercise facilities. In
addition, the hotel is adjacent to a tee driving range and miniature golf
course, along with eight lighted tennis courts. The Hilton Del Mar Property
contains approximately 14,400 square feet of meeting space in nine rooms and
offers approximately 4,500 square feet of space in the courtyard adjacent to the
pool for events. During the past two years, approximately $5.6 million ($21,900
per room) has been invested in the Hilton Del Mar Property.

<TABLE>


----------------------------------------------------------------------------------------------------------------
                                  SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR(1)
----------------------------------------------------------------------------------------------------------------
                                 COMPETITIVE SET                                HILTON DEL MAR
----------------- ---------------------------------------------- ----------------------------------------------
      YEAR          OCCUPANCY          ADR           REVPAR        OCCUPANCY          ADR           REVPAR
----------------- --------------- --------------- -------------- --------------- --------------- --------------

      2002            65.8%          $106.91         $70.32          69.1%          $105.66         $72.99
----------------- --------------- --------------- -------------- --------------- --------------- --------------
      2003            68.1%          $108.78         $74.08          64.0%          $105.95         $67.82
----------------- --------------- --------------- -------------- --------------- --------------- --------------
      2004            73.4%          $111.42         $81.80          73.5%          $105.83         $77.75
----------------- --------------- --------------- -------------- --------------- --------------- --------------
  T-12 5/2005         75.0%          $113.70         $85.26          76.4%          $105.56         $80.66
----------------- --------------- --------------- -------------- --------------- --------------- --------------




------------------------------------------------------------------------
          SUBJECT AND MARKET HISTORICAL OCCUPANCY, ADR, REVPAR(1)
------------------------------------------------------------------------
                                      PENETRATION FACTOR
------------------ -----------------------------------------------------
      YEAR                  OCCUPANCY          ADR           REVPAR
------------------ ---------------------- --------------- --------------

      2002                    105.0%          98.8%          103.8%
------------------ ---------------------- --------------- --------------
      2003                     94.0%          97.4%           91.5%
------------------ ---------------------- --------------- --------------
      2004                    100.1%          95.0%           95.0%
------------------ ---------------------- --------------- --------------
  T-12 5/2005                 101.9%          92.8%           94.6%
------------------ ---------------------- --------------- --------------
</TABLE>

(1)    The above table is based on data provided by STR Reports.

           PROPERTY MANAGEMENT. The Hilton Del Mar Property is managed by
Sunstone Hotel Properties, Inc., which was acquired by Interstate Hotels &
Resorts in 2004. Interstate Hotels & Resorts ("Interstate"; NYSE: IHR), the
nation's largest independent hotel management company, manages more than 300
hotels in 40 states, the District of Columbia, Canada, Russia and Portugal. The
company also operates hotels for REITs, such as MeriStar Hospitality Corporation
and Sunstone Hotel Investors, as well as institutional real estate owners,
non-institutional ownership groups and privately held companies. Interstate's
hotels are operated under nationally recognized brand names such as Hilton,
Sheraton, Westin, Radisson, Marriott, Doubletree, Embassy Suites and Holiday
Inn.

           ESCROWS AND RESERVES. The Hilton Del Mar Borrower is required to
escrow 1/12 of annual real estate taxes monthly. The Hilton Del Mar Borrower is
also required to escrow 1/12 of four percent (4%) of annual Gross Income as
defined in the loan documents for FF&E. The cap ex amounts shown in the Loan
Information table are the current monthly collections. Insurance reserves spring
if the Hilton Del Mar Borrower fails to provide evidence of payment.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the Hilton Del Mar Loan and
Hilton Del Mar Property is set forth on Appendix II hereto.


                                     III-24





--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 14 - NEW LONDON MALL
--------------------------------------------------------------------------------



                        [NEW LONDON MALL PHOTO OMITTED]


                        [NEW LONDON MALL PHOTO OMITTED]

                        [NEW LONDON MALL PHOTO OMITTED]









                                     III-25














--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 14 - NEW LONDON MALL
--------------------------------------------------------------------------------










                         [NEW LONDON MALL MAP OMITTED]





















                                     III-26





--------------------------------------------------------------------------------
                     MORTGAGE LOAN NO. 14 - NEW LONDON MALL
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                  $27,365,000

CUT-OFF DATE BALANCE:              $27,365,000

SHADOW RATING (FITCH / S&P):       NAP

FIRST PAYMENT DATE:                May 1, 2005

INTEREST RATE:                     4.884%

AMORTIZATION:                      Interest Only

ARD:                               NAP

HYPERAMORTIZATION:                 NAP

MATURITY DATE:                     April 1, 2015

EXPECTED MATURITY BALANCE:         $27,365,000

SPONSOR(S):                        JP Morgan Investment Management & New Plan
                                   Excel Realty Trust, Inc.

INTEREST CALCULATION:              Actual/360

CALL PROTECTION:                   Locked out until the earlier of March 9,
                                   2008 or 2 years after the REMIC "start-up"
                                   date with U.S. Treasury defeasance or the
                                   payment of the greater of a yield
                                   maintenance premium and 1% of the
                                   principal balance thereafter.  Prepayable
                                   without penalty from and after January 1,
                                   2015.



LOAN PER SF:                       $101.95

UP-FRONT RESERVES:                 Deferred Maintenance:      $28,625

ONGOING RESERVES:                  RE Tax:                    Springing

                                   Insurance:                 Springing

                                   Cap Ex:                    Springing

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

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:          Single Asset

PROPERTY TYPE:                     Retail

PROPERTY SUB-TYPE:                 Anchored

LOCATION:                          New London, CT

YEAR BUILT/RENOVATED:              1967 / 1998 - 2000

OCCUPANCY(1):                      92.7%

SQUARE FOOTAGE:                    268,411

THE COLLATERAL:                    Multi-tenant, anchored retail shopping center

OWNERSHIP INTEREST:                Fee


PROPERTY MANAGEMENT:               New Plan New London Management Company, LLC






U/W NET OP. INCOME:                $2,833,714

U/W NET CASH FLOW:                 $2,724,713

U/W OCCUPANCY:                     94.2%

APPRAISED VALUE:                   $42,100,000

CUT-OFF DATE LTV:                  65.0%

MATURITY DATE LTV:                 65.0%

DSCR:                              2.01x

POST IO DSCR:                      NAP
--------------------------------------------------------------------------------

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

(1)    Occupancy is based on the rent roll dated January 25, 2005.

THE NEW LONDON MALL LOAN

           THE LOAN. The sixth largest loan (the "New London Mall Loan") is
evidenced by a promissory note and is secured by a first priority mortgage on
the New London Mall retail property located in New London, Connecticut (the "New
London Mall Property"). The New London Mall Loan was originated on March 9, 2005
by Bear Stearns Commercial Mortgage, Inc.

           THE BORROWER. The borrower is NP/I&G New London, LLC, a Delaware
limited liability company (the "New London Mall Borrower"), that owns no
material assets other than the New London Mall Property. The sponsors are
comprised of JP Morgan Investment Management (80%) and New Plan Excel Realty
Trust, Inc. ("New Plan") (20%). JP Morgan Investment Management owns its
interest in the New London Mall Borrower through the JP Morgan US Real Estate
Income and Growth Portfolio (the "Portfolio"). The Portfolio began its investing
activities in February 2002. By the end of 2003, the Portfolio had $149.2
million of capital and a reported net asset value of $171.7 million. The
Portfolio currently has investments in direct property, mezzanine debt and CMBS
with an estimated fair market value of over $205 million. New Plan, one of the
nation's largest real estate companies, focuses on the ownership and management
of community and neighborhood shopping centers. The company operates as a
self-administered and self-managed REIT, with a national portfolio of more than
400 properties (including properties held through joint ventures) located across
36 states and total assets of approximately $3.9 billion.


                                     III-27



           THE PROPERTY. The New London Mall Property is a 268,411 square foot
neighborhood shopping center located in New London, Connecticut. The property is
visible and easily accessible from I-95, which has a daily car count of
approximately 85,000. Demand generators for the property include regional
institutions such as the Pfizer Global Research & Development headquarters and
Connecticut College. The New London Mall Property, which consists of 241,776
square feet of retail space and 26,635 square feet of office space, is currently
93% leased to approximately 21 tenants. The New London Mall Property is anchored
by a 64,017 square foot Shop Rite, with junior anchors including Marshall's,
HomeGoods, OfficeMax and A.C. Moore. Approximately 38% of the net rentable area
is leased to investment grade rated tenants or their affiliates. Shop Rite's
estimated 2004 sales per square foot were approximately $595 with an occupancy
cost of approximately 3%. A.C. Moore reported 2004 sales per square foot of
approximately $287 with an occupancy cost of approximately 6%, while HomeGoods
reported 2004 sales per square foot of $178 with an occupancy cost of
approximately 8%. Marshall's reported 2003 sales per square foot of
approximately $192 with an occupancy cost of approximately 3%.

<TABLE>


----------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE

                                      AVERAGE BASE  % OF TOTAL SQUARE    CUMULATIVE %      % OF TOTAL BASE   CUMULATIVE % OF TOTAL
                     # OF LEASES       RENT PER SF     FEET ROLLING      OF SF ROLLING     RENTAL REVENUES     TOTAL BASE RENTAL
        YEAR           ROLLING           ROLLING         ROLLING            ROLLING             ROLLING        REVENUES ROLLING
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------

       Vacant            0                 $0.00             7%                7%                 0%                   0%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2005             3                $13.45             3%                10%                3%                   3%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2006             2                $13.55             4%                14%                5%                   8%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2007             1                $20.00             0%                14%                0%                   8%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2008             4                 $9.20             5%                19%                4%                  12%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2009             2                 $6.77            14%                33%                8%                  21%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2010             4                $12.67            17%                50%                19%                 40%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2011             0                 $0.00             0%                50%                0%                  40%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2012             0                 $0.00             0%                50%                0%                  40%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2013             0                 $0.00             0%                50%                0%                  40%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
        2014             1                $17.00             3%                53%                4%                  44%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
   2015 & Beyond         4                $13.50            47%               100%                56%                 100%
------------------- ---------------- --------------- ------------------- ---------------- ------------------ ---------------------
</TABLE>

           The following table presents certain information relating to the
major tenants at the New London Mall Property:

<TABLE>


---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
                                                                                        % OF TOTAL     ANNUALIZED
                         CREDIT RATING                                  ANNUALIZED     ANNUALIZED    UNDERWRITTEN
                        (FITCH/MOODY'S/                                UNDERWRITTEN   UNDERWRITTEN   BASE RENT ($        LEASE
        TENANT NAME         S&P)(1)       TENANT NRSF    % OF NRSF       BASE RENT       BASE RENT      PER NRSF)      EXPIRATION
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------

Shop Rite                  --/--/--         64,017          24%            $960,255        29%          $15.00           2/28/2020
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
Office Max                --/Baa2/BB        23,500           9%            $364,250        11%          $15.50           2/28/2015
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
HomeGoods                   --/A3/A         25,432           9%            $292,572         9%          $11.50           9/30/2010
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
A.C. Moore                 --/--/--         20,932           8%            $276,302         8%          $13.20           3/31/2015
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
Marshall's                  --/A3/A         30,354          11%            $151,770         5%           $5.00           1/31/2009
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
Dress Barn                 --/--/--          9,240           3%            $148,764         5%          $16.10           8/31/2010
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
Famous Footwear            --/--/--          6,989           3%            $118,813         4%          $17.00          10/31/2014
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
Chili's                 BBB+/Baa2/BBB       18,021           7%            $106,000         3%           $5.88           4/30/2015
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
Panda Buffet               --/--/--          7,428           3%            $103,992         3%          $14.00          10/31/2009
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
West Marine                --/--/--          6,060           2%             $90,900         3%          $15.00           2/28/2006
---------------------- ---------------- -------------- ------------- --------------- -------------- ---------------- --------------
</TABLE>

(1)   Certain ratings are those of the parent compa whether or not the parent
      guarantees the lease.



                                     III-28




           PROPERTY MANAGEMENT. The New London Mall Property is managed by New
Plan New London Management Company, LLC, which is affiliated with the New London
Mall Borrower.

           ESCROWS AND RESERVES. Real estate tax and insurance reserves spring
upon an event of default or if the New London Mall Borrower fails to provide
evidence of payment. Cap ex reserves spring if the DSCR for the immediately
preceding six-month period is less than 1.15x.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS).
Additional subordinate secured debt is permitted subject to certain conditions
as set forth in the mortgage loan documents including, among others, a maximum
overall loan to value ratio of less than 75% and a combined debt service
coverage ratio greater than 1.80x.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the New London Mall and the
New London Mall Property is set forth on Appendix II hereto.


                                     III-29







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                                     III-30





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                  MORTGAGE LOAN NO. 15 - INDIAN SPRINGS CENTER
--------------------------------------------------------------------------------





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                                     III-31





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                  MORTGAGE LOAN NO. 15 - INDIAN SPRINGS CENTER
--------------------------------------------------------------------------------










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                                     III-32




--------------------------------------------------------------------------------
                  MORTGAGE LOAN NO. 15 - INDIAN SPRINGS CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                             LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                    $27,000,000

CUT-OFF DATE BALANCE:                $27,000,000

SHADOW RATING (FITCH / S&P):         NAP

FIRST PAYMENT DATE:                  August 1, 2005

INTEREST RATE:                       4.88%

AMORTIZATION:                        Interest only through July 1, 2010,
                                     thereafter monthly principal and interest
                                     payments in the amount of $142,968.19
                                     beginning August 1, 2010 through maturity.

ARD:                                 NAP

HYPERAMORTIZATION:                   NAP

MATURITY DATE:                       July 1, 2015

EXPECTED MATURITY BALANCE:           $24,897,792

SPONSOR(S):                          HEB Grocery Company L.P. & Regency
                                     Woodlands GP, LLC

INTEREST CALCULATION:                Actual/360

CALL PROTECTION:                     Locked out until the later of June 16,
                                     2008 or 2 years after the REMIC
                                     "start-up" date, with U.S. Treasury
                                     defeasance or the payment of the
                                     greater of a yield maintenance premium
                                     and 1% of the principal balance
                                     thereafter.  Prepayable without penalty
                                     from and after January 1, 2015.



LOAN PER SF:                         $197.62

UP-FRONT RESERVES:                   None




ONGOING RESERVES:                    Cap Ex:                    Springing

                                     Insurance:                 Springing

                                     RE Tax                     Springing

                                     TI/LC:                     Springing

                                     HEB Springing Impound:     Springing

LOCKBOX:                             None
---------------------------------- ---------------------------------------------

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

--------------------------------------------------------------------------------
                             PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:            Single Asset

PROPERTY TYPE:                       Retail

PROPERTY SUB-TYPE:                   Anchored

LOCATION:                            The Woodlands, TX

YEAR BUILT/RENOVATED:                2004/NAP

OCCUPANCY(1):                        92.5%

SQUARE FOOTAGE:                      136,625

THE COLLATERAL:                      Multi-tenant grocery anchored retail center

OWNERSHIP INTEREST:                  Fee

PROPERTY MANAGEMENT:                 Regency Realty Group, Inc.






U/W NET OP. INCOME:                  $2,193,008

U/W NET CASH FLOW:                   $2,040,599

U/W OCCUPANCY:                       90.1%

APPRAISED VALUE:                     $34,800,000

CUT-OFF DATE LTV:                    77.6%

MATURITY DATE LTV:                   71.5%

DSCR:                                1.53x

POST IO DSCR:                        1.19x
------------------------------ --------------- ---------------------------------

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

(1)   Occupancy is based on the rent roll dated April 27, 2005.

THE INDIAN SPRINGS CENTER LOAN

           THE LOAN. The seventh largest loan (the "Indian Springs Center Loan")
as evidenced by the Promissory Note (the "Indian Springs Center Note") is
secured by a first priority fee Deed of Trust (the "Indian Springs Center
Mortgage") encumbering the 136,625 square foot single-story grocery anchored
shopping center known as Indian Springs Center, located in The Woodlands, Texas
(the "Indian Springs Center Property"). The Indian Springs Center Loan was
originated on June 16, 2005 by or on behalf of Wells Fargo Bank, NA.

           THE BORROWER. The borrower is Indian Springs At Woodlands, Ltd., a
Texas limited partnership (the "Indian Springs Center Borrower") that owns no
material asset other than the Indian Springs Center Property and related
interests. The Indian Springs Center Borrower is a wholly owned subsidiary of
Regency Centers Corporation and HEB Grocery Company, L.P., the sponsor of the
Indian Springs Center Loan.



                                     III-33




           THE PROPERTY. The Indian Springs Center Property is located in The
Woodlands, Texas, at 10777 Kuykendahl Road. The Indian Springs Center Property
is located in a suburban retail corridor approximately 30 miles north of the
Houston, TX central business district. The Indian Springs Center Property was
originally constructed in 2004 and consists of a 136,625 square foot,
single-story grocery anchored shopping center. A 79,000 square foot HEB grocery
store anchors the Property. HEB is Texas' largest private company and is
considered to be the number-one food retailer in South and Central Texas. HEB
owns more then 321 stores in Texas, Louisiana, and Mexico. The Indian Springs
Center Property is situated on approximately 19.5 acres and includes 769 parking
spaces.

<TABLE>


----------------------------------------------------------------------------------------------------------------------------------
                                                   LEASE ROLLOVER SCHEDULE

                                                        % OF TOTAL                       % OF TOTAL BASE    CUMULATIVE % OF TOTAL
                    # OF LEASES   AVERAGE BASE RENT     SQUARE FEET   CUMULATIVE % OF     RENTAL REVENUES    BASE RENTAL REVENUES
                      ROLLING      PER SF ROLLING         ROLLING        SF ROLLING           ROLLING               ROLLING
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------

    Vacant               5              $0.00               8%               8%                  0%                   0%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2005                0              $0.00               0%               8%                  0%                   0%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2006                0              $0.00               0%               8%                  0%                   0%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2007                0              $0.00               0%               8%                  0%                   0%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2008                0              $0.00               0%               8%                  0%                   0%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2009                18            $24.46               25%             33%                 36%                   36%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2010                3             $20.29               9%              42%                 11%                   48%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2011                0              $0.00               0%              42%                  0%                   48%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2012                0              $0.00               0%              42%                  0%                   48%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2013                0              $0.00               0%              42%                  0%                   48%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
     2014                0              $0.00               0%              42%                  0%                   48%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
 2015 & Beyond           2             $15.44               58%             100%                52%                  100%
------------------ ------------- ------------------- ---------------- ----------------- ------------------ -----------------------
</TABLE>

           The following table presents certain information relating to the
major tenants at the Indian Springs Center Property:

<TABLE>


------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
                                                                                         % OF TOTAL     ANNUALIZED
                          CREDIT RATING                                 ANNUALIZED       ANNUALIZED    UNDERWRITTEN
                             (FITCH/                                    UNDERWRITTEN    UNDERWRITTEN    BASE RENT ($       LEASE
         TENANT NAME      MOODY'S/ S&P)     TENANT NRSF    % OF NRSF      BASE RENT       BASE RENT      PER NRSF)       EXPIRATION
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------

HEB                        --/--/--          79,000          58%          $1,100,000        47%          $13.92          3/31/2024
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Mi Luna Restaurant         --/--/--           5,400           4%            $109,080        5%           $20.20          3/31/2010
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
The Radiance Group, LLC    --/--/--           4,323           3%             $95,106        4%           $22.00          4/30/2010
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Nesbit's Cleaners          --/--/--           3,200           2%             $83,200        4%           $26.00          4/30/2009
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Animal Clinic              --/--/--           3,000           2%             $77,640        3%           $25.88          6/30/2009
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Sakekawa Steak House       --/--/--           3,000           2%             $74,160        3%           $24.72          9/30/2009
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Double Dave's Pizza        --/--/--           3,000           2%             $69,000        3%           $23.00          5/31/2009
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
JW Tumbles                 --/--/--           2,528           2%             $55,616        2%           $22.00         12/31/2009
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Kids to Kids               --/--/--           3,000           2%             $54,000        2%           $18.00          1/27/2010
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
Kenneth Curl, DDS          --/--/--           1,875           1%             $46,575        2%           $24.84          4/30/2009
------------------------ --------------- --------------- ------------ --------------- -------------- ---------------- -------------
</TABLE>

           PROPERTY MANAGEMENT. The Indian Springs Center Property is managed by
Regency Realty Group, Inc., whichis an affiliate of the Indian Springs Center
Loan's sponsor.

           ESCROWS AND RESERVES. Impounds for taxes, insurance, tenant
improvements and leasing commissions, capital improvements, capital expenditures
and deferred maintenance shall not be required so long as an Event of Default
has not occurred and so long as the Loan has not been assumed. Upon the
occurrence of an Event of Default or a loan assumption, Lender may require
impounds for taxes, insurance, tenant improvements and leasing commissions,
capital improvements, capital expenditures and deferred maintenance in amounts
determined by Lender in its reasonable sole discretion, and Borrower agrees to
immediately deposit such impounds in the manner required by Lender.

           In the event that during the term of the Loan, HEB exercises its
expansion right under the HEB Lease to construct the Expansion Area (of
approximately 12,192 square feet as defined in the HEB Lease), and if Borrower
elects to pay for the costs associated with the construction of such Expansion
Area, Borrower shall deposit with Lender, within thirty (30) days of its receipt
of notice from HEB regarding same, an amount (as determined by Lender in its
reasonable sole discretion) sufficient to pay for the costs of constructing the
Expansion Area.



                                     III-34




           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST.  Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS.  Not allowed.

           Certain additional information regarding the Indian Springs Center
Loan and the Indian Springs Center Property is set forth on Appendix II hereto.


















                                     III-35









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                                     III-36




--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 16 - SHERWOOD LAKES APARTMENTS
--------------------------------------------------------------------------------














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                                     III-37




--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 16 - SHERWOOD LAKES APARTMENTS
--------------------------------------------------------------------------------













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                                     III-38





--------------------------------------------------------------------------------
                MORTGAGE LOAN NO. 16 - SHERWOOD LAKES APARTMENTS
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                    $24,000,000

CUT-OFF DATE BALANCE:                $24,000,000

SHADOW RATING (FITCH / S&P):         NAP

FIRST PAYMENT DATE:                  March 5, 2005

INTEREST RATE:                       5.020%

AMORTIZATION:                        Interest Only

ARD:                                 NAP

HYPERAMORTIZATION:                   NAP

MATURITY DATE:                       February 5, 2012

EXPECTED MATURITY BALANCE:           $24,000,000

SPONSOR:                             Howard Fink

INTEREST CALCULATION:                Actual/360

CALL PROTECTION:                     Locked out until the earlier of March 5,
                                     2009 or 2 years after the REMIC "start-up"
                                     date, with U.S. Treasury defeasance or the
                                     payment of the greater of a yield
                                     maintenance premium and 1% of the principal
                                     balance thereafter.  Prepayable without
                                     penalty from and after November 5, 2011.


LOAN PER UNIT:                       $41,666.67

UP-FRONT RESERVES:                   None

ONGOING RESERVES:                    RE Tax:                    Springing

                                     Insurance:                 Springing

LOCKBOX:                             None
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET /                       Single Asset
PORTFOLIO:

PROPERTY TYPE:                       Multifamily

PROPERTY SUB-TYPE:                   Garden

LOCATION:                            Schererville, IN

YEAR BUILT / RENOVATED:              1972, 1976 & 1999 / 1999

OCCUPANCY(1):                        91.8%

UNITS:                               576

THE COLLATERAL:                      24 three-story garden apartment buildings

OWNERSHIP INTEREST:                  Fee


PROPERTY MANAGEMENT:                 Town Management LLC



U/W NET OP. INCOME:                  $2,478,091

U/W NET CASH FLOW:                   $2,348,491

U/W OCCUPANCY:                       91.1%

APPRAISED VALUE:                     $37,930,000

CUT-OFF DATE LTV:                    63.3%

MATURITY DATE LTV:                   63.3%

DSCR:                                1.92x

POST IO DSCR:                        NAP
--------------------------------------------------------------------------------

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

(1)    Occupancy is based on the rent roll dated June 10, 2005.

THE SHERWOOD LAKES APARTMENTS LOAN

           THE LOAN. The eighth largest loan (the "Sherwood Lakes Apartments
Loan") as evidenced by the Promissory Note (the "Sherwood Lakes Apartments
Note") is secured by a fee Mortgage and Security Agreement, Assignment of Leases
and Rents (the "Sherwood Lakes Apartments Mortgage") encumbering the twenty-four
(24) three-story garden apartment buildings known as Sherwood Lake Apartments,
located in Schererville, Indiana (the "Sherwood Lakes Apartments Property"). The
Sherwood Lakes Apartments Loan was originated on February 3, 2005 by or on
behalf of Principal Commercial Funding, LLC.

           THE BORROWER. The borrower is Lake County Trust Company, Trustee
under a Trust Agreement dated January 8, 1998, and known as Trust Number 4931
(an Indiana land trust), and the beneficial interests in the trust are held by
Barrington Lakes Sherwood LLC, a Delaware limited liability company (50%),
Sherwood Lake Apts, L.L.C., a Delaware limited liability company (30%), 869 W.
Buena, L.L.C., a Delaware limited liability company (16%) and Wagner Sherwood
Lake, L.L.C., a Delaware limited liability company (4%) (collectively, the
"Sherwood Lake Apartments Borrower"). The Sherwood Lake Apartments Borrower owns
no material assets other than the Sherwood Lakes Apartments Property and related
interests.



                                     III-39



           THE PROPERTY. The Sherwood Lakes Apartments Property is located at
801 Sherwood Lake Drive, Schererville, Indiana. The Sherwood Lakes Apartments
Property was originally constructed in 1972, 1976 and 1999 with renovations in
1999. It consists of twenty-four (24) three-story garden apartment buildings
containing 576 units. The Sherwood Lakes Apartments Property is situated on
approximately 45.74 acres and includes 1,064 parking spaces.

           PROPERTY MANAGEMENT. The Sherwood Lakes Apartments Property is
managed by Town Management LLC, an Illinois limited liability company.

           ESCROWS AND RESERVES. Upon the occurrence of an Event of Default, the
Sherwood Lakes Apartments Borrower is required to deposit all accrued insurance
and real estate taxes for the insurance period and tax year into a reserve
account and to deposit into this reserve account 1/12 of the total annual amount
monthly.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS.  Not allowed.

           Certain additional information regarding the Sherwood Lakes
Apartments Loan and the Sherwood Lakes Apartments Property is set forth on
Appendix II hereto.















                                     III-40








--------------------------------------------------------------------------------
              MORTGAGE LOAN NO. 17 - PORT COVINGTON SHOPPING CENTER
--------------------------------------------------------------------------------






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                 [PORT COVINGTON SHOPPING CENTER PHOTO OMITTED]











                                     III-41




--------------------------------------------------------------------------------
              MORTGAGE LOAN NO. 17 - PORT COVINGTON SHOPPING CENTER
--------------------------------------------------------------------------------
















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                                     III-42






--------------------------------------------------------------------------------
              MORTGAGE LOAN NO. 17 - PORT COVINGTON SHOPPING CENTER
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               LOAN INFORMATION
--------------------------------------------------------------------------------
ORIGINAL BALANCE:                  $22,500,000

CUT-OFF DATE BALANCE:              $22,359,674

SHADOW RATING (FITCH / S&P):       BBB+/AAA

FIRST PAYMENT DATE:                May 1, 2005

INTEREST RATE:                     4.798%

AMORTIZATION:                      266 months

ARD:                               October 1, 2011

HYPERAMORTIZATION:                 After the ARD, the loan interest rate
                                   steps up to the greater of (i) 4.798% plus
                                   2% or (ii) the interpolated 6.5 Year
                                   Treasury Yield plus 2%; additional payments
                                   to principal of excess cash flow will be
                                   required until the loan is paid in full.

MATURITY DATE:                     April 1, 2030

EXPECTED ARD BALANCE:              $18,328,538

SPONSOR(S):                        Marc Solomon, David Fink, Scott Spector
                                   & Alan Hammerschlag

INTEREST CALCULATION:              Actual/360

CALL PROTECTION(1):                Locked out until the earlier of May 1,
                                   2009 or 2 years after the REMIC
                                   "start-up" date, with U.S. Treasury
                                   defeasance thereafter. Prepayable from
                                   May 1, 2011 through June 30, 2011 with
                                   Yield Maintenance if Wal-Mart and/or
                                   Sam's Club exercise their respective
                                   purchase options. Prepayable without
                                   penalty from and after July 1, 2011.


LOAN PER SF:                       $81.93

UP-FRONT RESERVES:                 None

ONGOING RESERVES:                  RE Tax:                    Springing

                                   Insurance:                 Springing

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

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
--------------------------------------------------------------------------------
SINGLE ASSET / PORTFOLIO:          Single Asset

PROPERTY TYPE:                     Other

PROPERTY SUB-TYPE:                 Leased Fee

LOCATION:                          Baltimore, MD

YEAR BUILT / RENOVATED:            2002 / NAP

OCCUPANCY(2):                      100.0%

SQUARE FOOTAGE(3):                 272,913

THE COLLATERAL:                    Land improved with a Wal-Mart and Sam's Club

OWNERSHIP INTEREST:                Fee


PROPERTY MANAGEMENT:               Finmarc Management, Inc.









U/W NET OP. INCOME:                $1,772,000

U/W NET CASH FLOW:                 $1,772,000

U/W OCCUPANCY:                     100.0%

APPRAISED VALUE(4):                $30,700,000

CUT-OFF DATE LTV:                  72.8%

ARD LTV:                           59.7%

DSCR:                              1.07x

POST IO DSCR:                      NAP
--------------------------------------------------------------------------------

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

(1)  Wal-Mart can exercise its purchase option beginning May 1, 2011 while Sam's
     Club can exercise its option beginning June 1, 2011. In the event that only
     one purchase option is exercised, the loan will be partially prepaid with
     Yield Maintenance. In the event that both purchase options are exercised,
     the entire loan will be paid off with Yield Maintenance.

(2)  Occupancy is based on the rent roll dated March 16, 2005.

(3)  The square footage is based on the total square footage of the
     improvements. The collateral consists of two parcels of land totaling
     approximately 23 acres.

(4)  The appraised value is based on the assumption that Wal-Mart and Sam's Club
     elect not to exercise their purchase options. The appraised value assuming
     that the purchase option is exercised is $23,500,000.

THE PORT COVINGTON SHOPPING CENTER LOAN

           THE LOAN. The ninth largest loan (the "Port Covington Shopping Center
Loan") is evidenced by a promissory note and is secured by a first priority deed
of trust on the Port Covington Shopping Center Property located in Baltimore,
Maryland (the "Port Covington Shopping Center Property"). The Port Covington
Shopping Center Loan was originated on March 17, 2005 by Bear Stearns Commercial
Mortgage, Inc.



                                     III-43



           THE BORROWER. The borrower is First Covington LLC, a Delaware limited
liability company (the "Port Covington Shopping Center Borrower"), that owns no
material assets other than the Port Covington Shopping Center Property. The
sponsors of the borrower are comprised of the principals of Finmarc Management,
Inc. ("Finmarc"), Marc F. Solomon and David B. Fink, and the principals of
Kodiak Properties, L.L.C. ("Kodiak"), Scott Spector and Alan Hammerschlag. The
principals of Finmarc own approximately $200 million of finished real estate
including office, industrial and retail properties and manage in excess of $300
million worth of real estate. Marc Solomon has a reported personal net worth in
excess of $30 million and David Fink has a reported personal net worth in excess
of $12 million. Kodiak controls over $200 million of real estate including
apartments, an office building and shopping centers. Alan Hammerschlag has a
reported net worth in excess of $16.9 million while Scott Spector has a reported
net worth in excess of $16 million.

           THE PROPERTY. The collateral for the Port Covington Shopping Center
Loan is approximately 23 acres of land ground leased pursuant to two leases to
Wal-Mart and Sam's Club. Both leases are guaranteed by Wal-Mart and have 20-year
terms expiring in 2022 with each tenant having six 10-year extension options.
The 12.4 acre parcel leased to Wal-Mart has been developed into a 141,998 sf
Wal-Mart store and a gas station. The 10.6 acre parcel leased to Sam's Club has
been developed into a 130,915 sf Sam's Club store. The buildings were
constructed in 2002. The property is located on Cromwell Street between Hanover
Street and Key Highway. Traffic counts on Cromwell Street and Hanover Street are
approximately 31,050 cars per day. The center is visible from I-95, which has a
traffic count of approximately 120,000 cars per day. Competing retail properties
are 100% occupied. The overall Baltimore retail market occupancy rate is
approximately 95%, and the property's retail submarket occupancy rate is
approximately 96%.

<TABLE>


-----------------------------------------------------------------------------------------------------------------------------------
                                                    LEASE ROLLOVER SCHEDULE

                                           AVERAGE BASE                       CUMULATIVE%      % OF TOTAL         CUMULATIVE % OF
                            # OF LEASES    RENT PER SF   % OF TOTAL SQUARE     % OF SF         BASE RENTAL        TOTAL BASE RENTAL
           YEAR               ROLLING         ROLLING       FEET ROLLING        ROLLING      REVENUES ROLLING      REVENUES ROLLING
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------

          Vacant                 0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2005                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2006                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2007                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2008                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2009                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2010                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2011                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2012                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2013                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
           2014                  0             $0.00             0%                0%              0%                    0%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
      2015 & Beyond              2             $6.49            100%              100%            100%                  100%
----------------------- ---------------- --------------- ------------------- ------------- ------------------- --------------------
</TABLE>

           The following table presents certain information relating to the
major tenants at the Port Covington Shopping Center Property:

<TABLE>


------------------ ----------------- ---------------- ------------- ----------------- ------------- ---------------- -------------
                                                                                        % OF TOTAL    ANNUALIZED
                      CREDIT RATING                                    ANNUALIZED       ANNUALIZED   UNDERWRITTEN
                     (FITCH/MOODY'S                                   UNDERWRITTEN    UNDERWRITTEN    BASE RENT ($       LEASE
    TENANT NAME         /S&p)(1)        TENANT NRSF      % OF NRSF     BASE RENT        BASE RENT      PER NRSF)       EXPIRATION
------------------ ----------------- ---------------- ------------- ----------------- ------------- ---------------- -------------

Wal-Mart              AA/Aa2/AA          141,998            52%           $922,000          52%          $6.49         4/30/2022
------------------ ----------------- ---------------- ------------- ----------------- ------------- ---------------- -------------
Sam's Club            AA/Aa2/AA          130,915            48%           $850,000          48%          $6.49         5/31/2022
------------------ ----------------- ---------------- ------------- ----------------- ------------- ---------------- -------------
</TABLE>

(1)   Certain ratings are those of the parent company whether or not the parent
      guarantees the lease.


           PROPERTY MANAGEMENT. The Port Covington Shopping Center Property is
managed by Finmarc Management, Inc. ("Finmarc"), which is affiliated with the
Port Covington Shopping Center Borrower. Finmarc was formed in September 1987 by
Marc F. Solomon and David B. Fink. Finmarc's portfolio encompasses approximately
1.46 million square feet with a market value of approximately $178 million.

           ESCROWS AND RESERVES. Real estate tax and insurance reserves spring
if the Port Covington Shopping Center Borrower fails to provide evidence of
payment.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.



                                     III-44




           RELEASE OF PARCELS. Both Wal-Mart and Sam's Club have the option to
purchase their respective parcels during the term of the loan. Wal-Mart's
purchase option is at a price of $9,705,263 and can be exercised between May 1,
2011 and January 31, 2012. Sam's Club's purchase option is at a price of
$8,947,368 and can be exercised between June 1, 2011 and February 28, 2012.
Prior to the earliest exercise date for each option, the loan amount allocable
to each respective parcel will have amortized to an amount less than the
purchase price. The release of the respective parcels will be allowed upon the
satisfaction of certain conditions set forth in the loan documents, including,
among others, the application of the purchase price to the repayment of the Port
Covington Shopping Center Loan with applicable premiums and the absence of an
event of default.

           Certain additional information regarding the Port Covington Shopping
Center Loan and the Port Covington Shopping Center Property is set forth on
Appendix II hereto.

























                                     III-45















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                                     III-46










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                   MORTGAGE LOAN NOS. 18-19 - LEWIS PORTFOLIO
--------------------------------------------------------------------------------





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                                     III-47




--------------------------------------------------------------------------------
                   MORTGAGE LOAN NOS. 18-19 - LEWIS PORTFOLIO
--------------------------------------------------------------------------------










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                                     III-48






--------------------------------------------------------------------------------
                   MORTGAGE LOAN NOS. 18-19 - LEWIS PORTFOLIO
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                               LOAN INFORMATION
----------------------------------- ---------------------- ---------------------
ORIGINAL BALANCE:                    $22,000,000

CUT-OFF DATE BALANCE:                $22,000,000

SHADOW RATING (FITCH / S&P):         NAP

FIRST PAYMENT DATE:                  August 1, 2005

INTEREST RATE:                       5.300%

AMORTIZATION:                        Interest only through July 1, 2007.
                                     Principal and interest payments of
                                     $122,167.02 beginning August 1, 2007
                                     through maturity.

ARD:                                 NAP

HYPERAMORTIZATION:                   NAP

MATURITY DATE:                       July 1, 2015

EXPECTED MATURITY BALANCE:           $19,218,312

SPONSOR(S):                          Timothy Lewis & Janette Lewis

INTEREST CALCULATION:                Actual/360

CALL PROTECTION:                     Locked out until the earlier of August 1,
                                     2009 or 2 years after the REMIC "start-up"
                                     date, with U.S. Treasury defeasance.
                                     Prepayable without penalty from and after
                                     June 1, 2015.


LOAN PER SF:                         $76.19

UP-FRONT RESERVES:                   RE Tax:                $282,780

ONGOING RESERVES:                    RE Tax:                $35,347 / month

                                     Cap Ex:                $2,407 / month

                                     Insurance:             Springing


LOCKBOX:                             None
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                              PROPERTY INFORMATION
---------------------------- ---------------------------------------------------
SINGLE ASSET / PORTFOLIO:            Portfolio - 2 Crossed Loans

PROPERTY TYPE:                       Self Storage

PROPERTY SUB-TYPE:                   Self Storage

LOCATION:                            Boca Raton, FL & Deerfield Beach, FL

YEAR BUILT / RENOVATED:              See table

OCCUPANCY(1):                        See table

SQUARE FOOTAGE:                      See table

THE COLLATERAL:                      See table

OWNERSHIP INTEREST:                  Fee


PROPERTY MANAGEMENT:                 Lewis Rental Properties












U/W NET OP. INCOME:                  $2,093,876

U/W NET CASH FLOW:                   $2,036,675

U/W OCCUPANCY:                       See table

APPRAISED VALUE:                     $27,600,000

CUT-OFF DATE LTV:                    79.7%

MATURITY DATE LTV:                   69.6%

DSCR:                                1.72x

POST IO DSCR:                        1.39x
--------------------------------------------------------------------------------

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

(1)    Occupancy is based on the rent roll dated June 15, 2005.

THE LEWIS PORTFOLIO LOAN

           THE LOAN. The tenth largest loan (the "Lewis Portfolio Loan") as
evidenced by the Boca Storage Promissory Note and the Deerfield Storage
Promissory Note (collectively, the "Lewis Portfolio Notes") consists of two
cross-defaulted and cross-collateralized loans secured by a fee Mortgage &
Security Agreement and Assignment of Leases & Rents (the "Boca Storage
Mortgage") and by a Mortgage & Security Agreement and Assignment of Leases &
Rents (the "Deerfield Storage Mortgage") (collectively, the "Lewis Portfolio
Mortgage") encumbering the 138,831 square foot self storage real estate known as
Boca Storage located in Boca Raton, Florida (the "Boca Storage Property") and
the 149,921 square foot self storage real estate known as Deerfield Storage
located in Deerfield Beach, Florida (the "Deerfield Storage Property")
(collectively, the "Lewis Portfolio Properties"). The Lewis Portfolio Loan was
originated on June 21, 2005 by or on behalf of Principal Commercial Funding,
LLC.

           THE BORROWER. The borrowers are Timothy Lewis and Jeanette Lewis
(collectively, the "Lewis Portfolio Borrowers") that own no material asset other
than the Lewis Portfolio Property and related interests. The Lewis Portfolio
Borrowers are the sponsors of the Lewis Portfolio Loan.



                                     III-49



           THE PROPERTY. The Boca Storage Property is located in Boca Raton,
Florida, at 3600 NW 2nd Avenue. The property was originally constructed in 1976
and 1979. It was renovated in 1994 through 1995. It consists of twenty-four (24)
one-story self storage buildings containing a total of 138,831 square feet. The
Boca Storage Property is situated on 10.1 acres and includes 118 (.85/1,000
square feet) parking spaces. The Deerfield Storage Property is located in
Deerfield Beach, Florida, at 950 South Powerline Road and was originally
constructed in 1978 through 1979 and renovated in 1995. It consists of fifteen
(15) one- and two-story self storage buildings containing a total of 149,921
square feet. The Deerfield Storage Property is situated on approximately 8.95
acres and includes 110 (.73/1,000 square feet) parking spaces.

<TABLE>


------------------- ----------------------------------- ----------------------- ------------ ------------- ---------- -------------
                                                          ALLOCATED LOAN AMOUNT
                                                           /EXPECTED MATURITY      PHYSICAL        UW        SQUARE   YEAR BUILT/
PROPERTY                           COLLATERAL                    BALANCE           OCCUPANCY    OCCUPANCY    FOOTAGE   RENOVATED
------------------- ----------------------------------- ----------------------- ------------ ------------- ---------- -------------

Boca Storage        24 one-story self storage buildings      $11,600,000/             99%          95%       138,831   1976 & 1979/
                                                              $10,133,292                                              1994 - 1995
------------------- ----------------------------------- ----------------------- ------------ ------------- ---------- -------------
Deerfield Storage   15 one- and two-story self storage       $10,400,000/             80%          78%       149,921   1978 - 1979/
                    buildings                                 $9,085,021                                                  1995
------------------- ----------------------------------- ----------------------- ------------ ------------- ---------- -------------
</TABLE>


           PROPERTY MANAGEMENT. The Lewis Portfolio Property is managed by Lewis
Rental Properties.

           ESCROWS AND RESERVES. Upon the occurrence of an Event of Default, the
Lewis Portfolio Borrowers are required to deposit all accrued insurance for the
insurance period into a reserve account and to deposit into this reserve account
1/12 of the total annual amount monthly.

           MEZZANINE LOAN AND PREFERRED EQUITY INTEREST. Not allowed.

           ADDITIONAL SECURED INDEBTEDNESS (NOT INCLUDING TRADE DEBTS). Not
allowed.

           RELEASE OF PARCELS. Not allowed.

           Certain additional information regarding the Lewis Portfolio Loans
and the Lewis Portfolio Property is set forth on Appendix II hereto.


















                                     III-50























                      [THIS PAGE INTENTIONALLY LEFT BLANK]

--------------------------------------------------------------------------------
[MORGAN STANLEY LOGO]           July 19, 2005                [BEAR STEARNS LOGO]
--------------------------------------------------------------------------------


                                 CMBS NEW ISSUE
                              COLLATERAL TERM SHEET

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

                                 $1,157,803,000
                                  (APPROXIMATE)

                          MORGAN STANLEY CAPITAL I INC.
                                  AS DEPOSITOR

                     BEAR STEARNS COMMERCIAL MORTGAGE, INC.
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                      MORGAN STANLEY MORTGAGE CAPITAL INC.
                        PRINCIPAL COMMERCIAL FUNDING, LLC
                            AS MORTGAGE LOAN SELLERS

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

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19

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




MORGAN STANLEY                                          BEAR, STEARNS & CO. INC.

CO-LEAD BOOKRUNNING MANAGER                          CO-LEAD BOOKRUNNING MANAGER


--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------





                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


TRANSACTION FEATURES
--------------------

>>   Sellers:
--------------------------------------------------------------------------------
                                         NO. OF   NO. OF   CUT-OFF DATE    % OF
SELLERS                                  LOANS    PROPS.    BALANCE ($)    POOL
--------------------------------------------------------------------------------
 Bear Stearns Commercial Mortgage, Inc.   44        44      400,839,733   32.6
 Wells Fargo Bank, National Association   48       168      310,875,894   25.3
 Morgan Stanley Mortgage Capital Inc.     26        27      277,422,831   22.6
 Principal Commercial Funding, LLC        38        38      239,300,290   19.5
--------------------------------------------------------------------------------
 TOTAL:                                  156       277    1,228,438,747  100.0
--------------------------------------------------------------------------------

>>   Loan Pool:

     o    Average Cut-off Date Balance: $7,874,607

     o    Largest Mortgage Loan by Cut-off Date Balance: $85,000,000

     o    Five largest and ten largest loans: 17.0% and 27.0% of pool,
          respectively

>>   Credit Statistics:

     o    Weighted average debt service coverage ratio of 1.85x

     o    Weighted average current loan-to-value ratio of 62.6%; weighted
          average balloon loan-to-value ratio of 52.7%

>>   Property Types:

                         [PIE-CHART OMITTED]

                            Office, 19.0%
                          Multifamily, 10.7%
                          Hospitality, 8.8%
                          Self Storage, 7.2%
                           Industrial, 6.8%
                           Mixed Use, 5.2%
                             Other*, 3.1%
                            Retail, 39.4%

                            *"Other" includes Manufactured Housing Community and
                              Other property types

>>   Call Protection:

     o    111 loans (62.4% of the pool) have a lockout period ranging from 24 to
          47 payments from origination, then defeasance provisions

     o    19 loans (19.5% of the pool) have a lockout period ranging from 24 to
          35 payments from origination, then permits a prepayment with the
          greater of yield maintenance and a prepayment premium of 1.0%, and
          also permit defeasance two years following securitization

     o    22 loans (11.9% of the pool) have a lockout period ranging from 12 to
          59 payments from origination, then permits a prepayment with the
          greater of yield maintenance and a prepayment premium of 1.0%

     o    1 loan (2.8% of the pool) permits a prepayment with the greater of
          yield maintenance and a prepayment premium of 2.0% for the first 23
          payments from origination followed by defeasance only

     o    1 loan (1.8% of the pool) has a lockout period of 27 payments from
          origination followed by defeasance, during the 74th payment the loan
          permits a prepayment with yield maintenance or defeasance, followed by
          the open period

     o    2 loans (1.7% of the pool) permit prepayment with the greater of yield
          maintenance and a prepayment premium of 1.0%

>>   Collateral Information Updates: Updated loan information is expected to be
     part of the monthly certificateholder reports available from the Paying
     Agent in addition to detailed payment and delinquency information.
     Information provided by the Paying Agent is expected to be available at
     www.ctslink.com/cmbs. Updated annual property operating and occupancy
     information, to the extent delivered by borrowers, is expected to be
     available to Certificateholders from the Master Servicer through the Paying
     Agent's website.

>>   Bond Information: Cash flows are expected to be modeled by TREPP and INTEX
     and are expected to be available on BLOOMBERG.

>>   Lehman Aggregate Bond Index: It is expected that this transaction will be
     included in the Lehman Aggregate Bond Index.


--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-2



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


  OFFERED CERTIFICATES
  --------------------
<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
                                                                                                      APPROXIMATE     CERTIFICATE
              INITIAL       APPROXIMATE                                             EXPECTED FINAL      INITIAL      PRINCIPAL TO
           CERTIFICATE        CREDIT          RATINGS      AVERAGE     PRINCIPAL     DISTRIBUTION     PASS-THROUGH       VALUE
  CLASS     BALANCE(1)      SUPPORT(2)      (FITCH/S&P)   LIFE(3)(4)  WINDOW(3)(5)      DATE(3)         RATE(6)         RATIO(7)
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------

 A-1        $75,400,000       17.000%        AAA / AAA       2.99        1 - 57         4/12/10          4.478%           52.0%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 A-2        $84,600,000       17.000%        AAA / AAA       4.81       57 - 60         7/12/10          4.725%           52.0%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 A-3        $44,700,000       17.000%        AAA / AAA       6.39       75 - 79         2/12/12          4.827%           52.0%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 A-AB       $84,100,000       17.000%        AAA / AAA       7.26       60 - 111       10/12/14          4.852%           52.0%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 A-4A      $642,754,000       27.000%        AAA / AAA       9.78      111 - 120        7/12/15          4.890%           45.7%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 A-4B       $88,050,000       17.000%        AAA / AAA       9.96      120 - 120        7/12/15          4.945%           52.0%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 A-J        $87,526,000        9.875%        AAA / AAA       9.97      120 - 121        8/12/15          4.985%           56.4%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 B          $23,033,000        8.000%         AA / AA       10.24      121 - 137       12/12/16          5.062%           57.6%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 C          $12,285,000        7.000%        AA- / AA-      12.47      137 - 163        2/12/19          5.163%           58.2%
--------- --------------- --------------- --------------- ---------- -------------- ---------------- --------------- --------------
 D          $15,355,000        5.750%          A / A        14.38      163 - 176        3/12/20          5.289%           59.0%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


PRIVATE CERTIFICATES(8)
-----------------------
<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
               INITIAL                                                                     EXPECTED     APPROXIMATE    CERTIFICATE
            CERTIFICATE                                                                      FINAL        INITIAL       PRINCIPAL
             BALANCE OR        APPROXIMATE       RATINGS      AVERAGE       PRINCIPAL    DISTRIBUTION   PASS-THROUGH     TO VALUE
 CLASS   NOTIONAL AMOUNT(1)   CREDIT SUPPORT   (FITCH/S&P)   LIFE(3)(4)   WINDOW(3)(5)      DATE(3)       RATE(6)        RATIO(7)
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 X-1(9)    $1,228,438,747           ----         AAA / AAA       ----          ----           ----          0.048%          ----
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 X-2(9)    $1,202,407,000           ----         AAA / AAA       ----          ----           ----          0.593%          ----
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 E            $12,284,000          4.750%         A- / A-       14.67        176 - 177       4/12/20        5.416%         59.6%
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 F             $9,214,000          4.000%       BBB+ / BBB+     14.85        177 - 179       6/12/20        5.513%         60.1%
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 G             $9,213,000          3.250%        BBB / BBB      14.87        179 - 179       6/12/20        5.513%         60.6%
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 H            $10,749,000          2.375%       BBB- / BBB-     14.88        179 - 180       7/12/20        5.513%         61.1%
-------- -------------------- ---------------- ------------- ------------ -------------- -------------- -------------- ------------
 J - P        $29,175,747           ----            ----         ----          ----           ----           ----           ----
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Notes:    (1)  As of July 1, 2005. In the case of each such Class, subject to a
               permitted variance of plus or minus 5%.

          (2)  The percentages indicated under the column "Approximate Credit
               Support" with respect to the Class A-1, Class A-2, Class A-3,
               Class A-AB, Class A-4A and Class A-4B Certificates represent the
               approximate credit support for the Class A-1, Class A-2, Class
               A-3, Class A-AB, Class A-4A and Class A-4B Certificates in the
               aggregate. Additionally, the credit support percentage set forth
               for the Class A-4A Certificates reflects the credit support
               provided by the Class A-4B Certificates.

          (3)  Based on the Structuring Assumptions, assuming 0% CPR, described
               in the Prospectus Supplement.

          (4)  Average life is expressed in terms of years.

          (5)  Principal window is the period (expressed in terms of months and
               commencing with the month of August 2005) during which
               distributions of principal are expected to be made to the holders
               of each designated Class.

          (6)  The pass-through rates for the Class A-1, Class A-2, Class A-3,
               Class A-AB and Class A-4A Certificates are fixed at their initial
               pass-through rates. The pass-through rate for the Class A-4B
               Certificates will be a per annum rate equal to the lesser of
               4.945% and the weighted average net mortgage rate. The
               pass-through rate for the Class A-J Certificates will be a per
               annum rate equal to the lesser of 4.985% and the weighted average
               net mortgage rate. The pass-through rate for the Class B
               Certificates will be a per annum rate equal to the lesser of
               5.062% and the weighted average net mortgage rate. The
               pass-through rate for the Class C Certificates will be a per
               annum rate equal to the lesser of 5.163% and the weighted average
               net mortgage rate. The pass-through rate for the Class D
               Certificates will be a per annum rate equal to the lesser of
               5.289% and the weighted average net mortgage rate.

          (7)  Certificate Principal to Value Ratio is calculated by dividing
               each Class's Certificate Balance and all Classes (if any) that
               are senior to such Class by the quotient of the aggregate pool
               balance and the weighted average pool loan to value ratio. The
               Class A-1, A-2, A-3, A-AB and A-4B Certificate Principal to Value
               Ratio is calculated based upon the aggregate of the Class A-1,
               A-2, A-3, A-AB, A-4A and A-4B Certificate Balances. The Class
               A-4A Certificate Principal to Value Ratio is calculated based
               upon the aggregate of Class A-4A Certificate Balance and the
               portions of Class A-1, A-2, A-3 and A-AB Certificate Balances
               that are senior to Class A-4B.

          (8)  Not offered pursuant to the Prospectus and Prospectus Supplement.
               Certificates to be offered privately pursuant to Rule 144A.
               Information provided herein regarding the characteristics of
               these certificates is provided only to enhance understanding of
               the offered certificates.

          (9)  The Class X-1 and Class X-2 Notional Amounts are defined herein
               and in the Prospectus Supplement. The Class X-1 and X-2
               Certificates will be collectively known as the "Class X
               Certificates."


--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-3



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19

I.  ISSUE CHARACTERISTICS
    ---------------------

ISSUE TYPE:                   Public: Classes A-1, A-2, A-3, A-AB, A-4A, A-4B,
                              A-J, B, C and D (the "Offered Certificates")

                              Private (Rule 144A): Classes X-1, X-2, E, F, G, H,
                              J, K, L, M, N, O and P

SECURITIES OFFERED:           $1,157,803,000 monthly pay, multi-class,
                              sequential pay commercial mortgage REMIC
                              Pass-Through Certificates, including ten principal
                              and interest classes (Classes A-1, A-2, A-3, A-AB,
                              A-4A, A-4B, A-J, B, C and D)

SELLERS:                      Bear Stearns Commercial Mortgage, Inc., Wells
                              Fargo Bank, National Association, Morgan Stanley
                              Mortgage Capital Inc., and Principal Commercial
                              Funding, LLC.

CO-LEAD BOOKRUNNING
MANAGERS:                     Morgan Stanley & Co. Incorporated and Bear,
                              Stearns & Co. Inc.

MASTER SERVICER:              Wells Fargo Bank, National Association

PRIMARY SERVICERS:            Principal Global Investors, LLC (with respect to
                              the individual loans sold by Principal Commercial
                              Funding, LLC); Wells Fargo Bank, National
                              Association (with respect to the individual loans
                              sold by it, Morgan Stanley Mortgage Capital Inc.,
                              and Bear Stearns Commercial Mortgage, Inc.).

SPECIAL SERVICER:             ARCap Servicing, Inc.

TRUSTEE:                      LaSalle Bank National Association

PAYING AGENT AND REGISTRAR:   Wells Fargo Bank, National Association

CUT-OFF DATE:                 July 1, 2005, or with respect to any mortgage loan
                              originated in July that has its first scheduled
                              payment date in September 2005, the date of
                              origination. For purposes of the information
                              contained in this term sheet, scheduled payments
                              due in July 2005 with respect to mortgage loans
                              not having payment dates on the first day of each
                              month have been deemed received on July 1, 2005,
                              not the actual day on which such scheduled
                              payments were due.

EXPECTED CLOSING DATE:        On or about July 28, 2005

DISTRIBUTION DATES:           The 12th of each month, commencing in August 2005
                              (or if the 12th is not a business day, the next
                              succeeding business day)

MINIMUM DENOMINATIONS:        $25,000 for the Class A Certificates and $100,000
                              for all other Offered Certificates and in
                              multiples of $1 thereafter

SETTLEMENT TERMS:             DTC, Euroclear and Clearstream, same day funds,
                              with accrued interest

LEGAL/REGULATORY STATUS:      Classes A-1, A-2, A-3, A-AB, A-4A, A-4B, A-J, B, C
                              and D are expected to be eligible for exemptive
                              relief under ERISA. No Class of Certificates is
                              SMMEA eligible.

RISK FACTORS:                 THE CERTIFICATES INVOLVE CERTAIN RISKS AND MAY NOT
                              BE SUITABLE FOR ALL INVESTORS. SEE THE "RISK
                              FACTORS" SECTION OF THE PROSPECTUS SUPPLEMENT AND
                              THE "RISK FACTORS" SECTION OF THE PROSPECTUS

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-4



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


II. STRUCTURE CHARACTERISTICS
    -------------------------

The Class A-1, A-2, A-3, A-AB and A-4A are fixed rate, monthly pay, multi-class,
sequential pay REMIC Pass-Through Certificates. The Class A-4B, A-J, B, C and D
will each accrue interest at a fixed rate subject to a cap at the weighted
average net mortgage rate. The Class E will accrue at a rate equal to the
weighted average net mortgage rate less 0.097%. The Class F, G and H will accrue
at the weighted average net mortgage rate. The Class X-1 and X-2 Certificates
will accrue interest at a variable rate. All Classes of Certificates derive
their cash flows from the entire pool of Mortgage Loans.

                               [GRAPHICS OMITTED]
<TABLE>


                                            Month       0      12    24     36     48     60     72     84     96     Maturity
                                         -----------   ---   ----   ----   ----   ----   ----   ----   ----   ----   ----------

Class A-1       AAA/AAA     4.478%                                                                                         $75.4MM
Class A-2       AAA/AAA     4.725%                                                                                         $84.6MM
Class A-3       AAA/AAA     4.827%                                                                                         $44.7MM
Class A-AB      AAA/AAA     4.852%                                                                                         $84.1MM
Class A-4A      AAA/AAA     4.890%                                                                                        $642.8MM
Class A-4B      AAA/AAA     4.945%                                                                                         $88.1MM
Class A-J       AAA/AAA     4.985%                                                                                         $87.5MM
Class B         AA/AA       5.062%                                                                                         $23.0MM
Class C         AA-/AA-     5.163%                                                                                         $12.3MM
Class D         A/A         5.289%                                                                                         $15.4MM
Class E         A-/A-       WAC - 0.097%                                                                                   $12.3MM
Class F         BBB+/BBB+   WAC                                                                                             $9.2MM
Class G         BBB/BBB     WAC                                                                                             $9.2MM
Class H         BBB-/BBB-   WAC                                                                                            $10.7MM
Class J         BB+/BB+     4.685%                                                                                          $3.1MM
Class K         BB/BB       4.685%                                                                                          $3.1MM
Class L         BB-/BB-     4.685%                                                                                          $6.1MM
Class M-P       B+/B+ to NR 4.685%                                                                                         $16.9MM
</TABLE>

[ ] X-1 + X-2 IO Strip   [ ] X-1 Notional   [ ] X-2 Notional


--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-5



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


Class X-1 and X-2 Notional
Balances:                     The Notional Amount of the Class X-1 Certificates
                              will be equal to the aggregate of the certificate
                              balances of the classes of certificates (other
                              than the Class X-1, Class X-2, Class R-I, Class
                              R-II and Class R-III Certificates) outstanding
                              from time to time. Information provided herein
                              regarding the characteristics of these
                              certificates is provided only to enhance
                              understanding of the offered certificates. The
                              Notional amount of the Class X-2 Certificates will
                              equal:

                                o  during the period from the closing date
                                   through and including the distribution date
                                   occurring in July 2006, the sum of (a) the
                                   lesser of $66,260,000 and the certificate
                                   balance of the Class A-1 Certificates
                                   outstanding from time to time, and (b) the
                                   aggregate of the certificate balances of the
                                   Class A-2, Class A-3, Class A-AB, Class A-4A,
                                   Class A-4B, Class A-J, Class B, Class C,
                                   Class D, Class E, Class F, Class G, Class H,
                                   Class J, Class K and Class L Certificates
                                   outstanding from time to time;

                                o  during the period following the distribution
                                   date occurring in July 2006 through and
                                   including the distribution date occurring in
                                   July 2007, the sum of (a) the lesser of
                                   $12,235,000 and the certificate balance of
                                   the Class A-1 Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-2, Class
                                   A-3, Class A-AB, Class A-4A, Class A-4B,
                                   Class A-J, Class B, Class C, Class D, Class
                                   E, Class F, Class G, Class H and Class J
                                   Certificates outstanding from time to time
                                   and (c) the lesser of $2,474,000 and the
                                   certificate balance of the Class K
                                   Certificates outstanding from time to time;

                                o  during the period following the distribution
                                   date occurring in July 2007 through and
                                   including the distribution date occurring in
                                   July 2008, the sum of (a) the lesser of
                                   $40,747,000 and the certificate balance of
                                   the Class A-2 Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-3 Class
                                   A-AB, Class A-4A, Class A-4B, Class A-J,
                                   Class B, Class C, Class D, Class E and Class
                                   F Certificates outstanding from time to time
                                   and (c) the lesser of $1,410,000 and the
                                   certificate balance of the Class G
                                   Certificates outstanding from time to time;

                                o  during the period following the distribution
                                   date occurring in July 2008 through and
                                   including the distribution date occurring in
                                   July 2009, the sum of (a) the lesser of
                                   $32,219,000 and the certificate balance of
                                   the Class A-3 Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-AB, Class
                                   A-4A, Class A-4B, Class A-J, Class B, Class C
                                   and Class D Certificates outstanding from
                                   time to time and (c) the lesser of $482,000
                                   and the certificate balance of the Class E
                                   Certificates outstanding from time to time;

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-6



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


                                o  during the period following the distribution
                                   date occurring in July 2009 through and
                                   including the distribution date occurring in
                                   July 2010, the sum of (a) the lesser of
                                   $633,597,000 and the certificate balance of
                                   the Class A-4A Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-4B, Class
                                   A-J and Class B Certificates outstanding from
                                   time to time and (c) the lesser of $7,475,000
                                   and the certificate balance of the Class C
                                   Certificates outstanding from time to time;

                                o  during the period following the distribution
                                   date occurring in July 2010 through and
                                   including the distribution date occurring in
                                   July 2011, the sum of (a) the lesser of
                                   $587,762,000 and the certificate balance of
                                   the Class A-4A Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-4B and
                                   Class A-J Certificates outstanding from time
                                   to time and (c) the lesser of $12,693,000 and
                                   the certificate balance of the Class B
                                   Certificates outstanding from time to time;

                                o  during the period following the distribution
                                   date occurring in July 2011 through and
                                   including the distribution date occurring in
                                   July 2012, the sum of (a) the lesser of
                                   $513,366,000 and the certificate balance of
                                   the Class A-4A Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-4B
                                   Certificates outstanding from time to time
                                   and (c) the lesser of $84,083,000 and the
                                   certificate balance of the Class A-J
                                   Certificates outstanding from time to time;

                                o  during the period following the distribution
                                   date occurring in July 2012 through and
                                   including the distribution date occurring in
                                   July 2013, the sum of (a) the lesser of
                                   $474,300,000 and the certificate balance of
                                   the Class A-4A Certificates outstanding from
                                   time to time, (b) the aggregate of the
                                   certificate balances of the Class A-4B
                                   Certificates outstanding from time to time
                                   and (c) the lesser of $69,541,000 and the
                                   certificate balance of the Class A-J
                                   Certificates outstanding from time to time;

                                o  following the distribution date occurring in
                                   July 2013, $0.

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-7



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


Class X-1 and X-2
Pass-Through Rates:     The Pass-Through Rate applicable to the Class X-1
                        Certificates for the initial Distribution Date will
                        equal approximately 0.048% per annum. The Pass-Through
                        Rate applicable to the Class X-1 Certificates for each
                        Distribution Date subsequent to the initial Distribution
                        Date will equal the weighted average of the respective
                        strip rates (the "Class X-1 Strip Rates") at which
                        interest accrues from time to time on the respective
                        components of the total Notional Amount of the Class X-1
                        Certificates outstanding immediately prior to the
                        related Distribution Date (weighted on the basis of the
                        respective balances of such components outstanding
                        immediately prior to such Distribution Date). Each of
                        those components will be comprised of all or a
                        designated portion of the Certificate Balance of one of
                        the classes of the Principal Balance Certificates. In
                        general, the Certificate Balance of each class of
                        Principal Balance Certificates will constitute a
                        separate component of the total Notional Amount of the
                        Class X-1 Certificates; provided that, if a portion, but
                        not all, of the Certificate Balance of any particular
                        class of Principal Balance Certificates is identified
                        under "--Certificate Balances" in the Prospectus
                        Supplement as being part of the total Notional Amount of
                        the Class X-2 Certificates immediately prior to any
                        Distribution Date, then that identified portion of such
                        Certificate Balance will also represent one or more
                        separate components of the total Notional Amount of the
                        Class X-1 Certificates for purposes of calculating the
                        accrual of interest for the related Distribution Date,
                        and the remaining portion of such Certificate Balance
                        will represent one or more other separate components of
                        the Class X-1 Certificates for purposes of calculating
                        the accrual of interest for the related Distribution
                        Date. For any Distribution Date occurring in or before
                        July 2013, on any particular component of the total
                        Notional Amount of the Class X-1 Certificates
                        immediately prior to the related Distribution Date, the
                        applicable Class X-1 Strip Rate will be calculated as
                        follows:

                          o  if such particular component consists of the entire
                             certificate balance (or a designated portion of
                             that certificate balance) of any class of Principal
                             Balance Certificates, and if such entire
                             certificate balance (or that designated portion)
                             also constitutes, in its entirety, a component of
                             the total Notional Amount of the Class X-2
                             Certificates immediately prior to the related
                             Distribution Date, then the applicable Class X-1
                             Strip Rate will equal the excess, if any, of (a)
                             the Weighted Average Net Mortgage Rate for such
                             Distribution Date, over (b) the greater of (i) the
                             rate per annum corresponding to such Distribution
                             Date as set forth on Schedule B in the Prospectus
                             Supplement and (ii) the Pass-Through Rate for such
                             Distribution Date for such class of Principal
                             Balance Certificates; and

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-8



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


                          o  if such particular component consists of the entire
                             certificate balance (or a designated portion of
                             that certificate balance) of any class of Principal
                             Balance Certificates, and if such entire
                             certificate balance (or that designated portion)
                             does not, in whole or in part, also constitute a
                             component of the total Notional Amount of the Class
                             X-2 Certificates immediately prior to the related
                             Distribution Date, then the applicable Class X-1
                             Strip Rate will equal the excess, if any, of (a)
                             the Weighted Average Net Mortgage Rate for such
                             Distribution Date, over (b) the Pass-Through Rate
                             for such Distribution Date for such class of
                             Principal Balance Certificates.

                        For any Distribution Date occurring after July 2013, the
                        Certificate Balance of each class of Principal Balance
                        Certificates will constitute a separate component of the
                        total Notional Amount of the Class X-1 Certificates, and
                        the applicable Class X-1 Strip Rate with respect to each
                        such component for each such Distribution Date will
                        equal the excess, if any, of (a) the Weighted Average
                        Net Mortgage Rate for such Distribution Date, over (b)
                        the Pass-Through Rate for such Distribution Date for
                        such class of Principal Balance Certificates. Under no
                        circumstances will any Class X-1 Strip Rate be less than
                        zero.

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-9



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


                             The Pass-Through Rate applicable to the Class X-2
                        Certificates for the initial Distribution Date will
                        equal approximately 0.593% per annum. The Pass-Through
                        Rate applicable to the Class X-2 Certificates for each
                        Distribution Date subsequent to the initial Distribution
                        Date and on or before the Distribution Date in July 2013
                        will equal the weighted average of the respective strip
                        rates (the "Class X-2 Strip Rates") at which interest
                        accrues from time to time on the respective components
                        of the total Notional Amount of the Class X-2
                        Certificates outstanding immediately prior to the
                        related Distribution Date (weighted on the basis of the
                        respective balances of such components outstanding
                        immediately prior to such Distribution Date). Each of
                        those components will be comprised of all or a
                        designated portion of the Certificate Balance of a
                        specified class of Principal Balance Certificates. If
                        all or a designated portion of the Certificate Balance
                        of any class of Principal Balance Certificates is
                        identified under "--Certificate Balances" in the
                        Prospectus Supplement as being part of the total
                        Notional Amount of the Class X-2 Certificates
                        immediately prior to any Distribution Date, then that
                        Certificate Balance (or designated portion thereof) will
                        represent one or more separate components of the total
                        Notional Amount of the Class X-2 Certificates for
                        purposes of calculating the accrual of interest for the
                        related Distribution Date. For any Distribution Date
                        occurring in or before July 2013, on any particular
                        component of the total Notional Amount of the Class X-2
                        Certificates immediately prior to the related
                        Distribution Date, the applicable Class X-2 Strip Rate
                        will equal the excess, if any, of:

                          o the lesser of (a) the rate per annum corresponding
                            to such Distribution Date as set forth on Schedule B
                            in the Prospectus Supplement and (b) the Weighted
                            Average Net Mortgage Rate for such distribution
                            date, over

                          o the Pass-Through Rate for such Distribution Date for
                            the class of Principal Balance Certificates whose
                            Certificate Balance, or a designated portion
                            thereof, comprises such component.

                        Under no circumstances will any Class X-2 Strip Rate be
                        less than zero.

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-10



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


Yield Maintenance/Prepayment   Any Prepayment Premiums/Yield Maintenance Charges
Premium Allocation:            collected with respect to a Mortgage Loan during
                               any particular Collection Period will be
                               distributed to the holders of each Class of
                               Principal Balance Certificates (other than an
                               excluded class as defined below) then entitled to
                               distributions of principal on such Distribution
                               Date in an amount equal to the lesser of (i) such
                               Prepayment Premium/Yield Maintenance Charge and
                               (ii) the Prepayment Premium/Yield Maintenance
                               Charge multiplied by the product of (a) a
                               fraction, the numerator of which is equal to the
                               amount of principal distributed to the holders of
                               that Class on the Distribution Date, and the
                               denominator of which is the total principal
                               distributed on that Distribution Date, and (b) a
                               fraction not greater than one, the numerator of
                               which is equal to the excess, if any, of the
                               Pass-Through Rate applicable to that Class, over
                               the relevant Discount Rate (as defined in the
                               Prospectus Supplement), and the denominator of
                               which is equal to the excess, if any, of the
                               Mortgage Rate of the Mortgage Loan that prepaid,
                               over the relevant Discount Rate.

                               The portion, if any, of the Prepayment
                               Premium/Yield Maintenance Charge remaining after
                               such payments to the holders of the Principal
                               Balance Certificates will be distributed to the
                               holders of the Class X-1 Certificates and Class
                               X-2 Certificates based on an 60/40 ratio through
                               and including the Distribution Date in July 2010.
                               After the Distribution Date in July 2010 all
                               Prepayment Premium/Yield Maintenance charges
                               remaining after such payments to the holders of
                               the Principal Balance Certificates will be
                               distributed to the Class X-1 Certificates. For
                               the purposes of the foregoing, the Class J
                               Certificates and below are the excluded classes.

                               The following is an example of the Prepayment
                               Premium Allocation under (ii) above based on the
                               information contained herein and the following
                               assumptions:

                               Two Classes of Certificates: Class A-2 and X

                               The characteristics of the Mortgage Loan being
                               prepaid are as follows:

                                   -  Loan Balance:  $10,000,000

                                   -  Mortgage Rate: 5.50%

                                   -  Maturity Date: 5 years

                               The Discount Rate is equal to 4.00%

                               The Class A-2 Pass-Through Rate is equal to 4.70%

<TABLE>

                                                                  CLASS A-2 CERTIFICATES
                                     ---------------------------------------------------------------------------------
                                                                                                            YIELD
                                                                                                          MAINTENANCE
                                                       METHOD                           FRACTION          ALLOCATION
                                     -------------------------------------------- ---------------------- -------------

                                     (Class A-2 Pass-Through Rate - Discount Rate)   (4.70%-4.00%)
                                     ---------------------------------------------  ---------------         46.67%
                                            (Mortgage Rate - Discount Rate)          (5.50%-4.00%)
</TABLE>

<TABLE>

                                                                   CLASS X CERTIFICATES
                                     ---------------------------------------------------------------------------------
                                                                                                           YIELD
                                                                                                         MAINTENANCE
                                                       METHOD                           FRACTION         ALLOCATION
                                     -------------------------------------------- ---------------------- -------------

                                            (1 -Class A-2 YM Allocation)               (1-46.67% )          53.33%
</TABLE>

THE FOREGOING TERMS AND STRUCTURAL CHARACTERISTICS OF THE CERTIFICATES ARE IN
ALL RESPECTS SUBJECT TO THE MORE DETAILED DESCRIPTION THEREOF IN THE PROSPECTUS,
PROSPECTUS SUPPLEMENT AND POOLING AND SERVICING AGREEMENT.

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-11



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19

III.  SELLERS     Bear Stearns Commercial Mortgage, Inc. ("BSCMI")
      -------     ------------------------------------------------

                  The Mortgage Pool includes 44 Mortgage Loans, representing
                  32.6% of the Initial Pool Balance, that were originated by
                  BSCMI and/or its affiliates.

                  BSCMI originates loans secured by retail, office, industrial,
                  multifamily, self-storage and hospitality properties as well
                  as manufactured housing communities located in the United
                  States. BSCMI and its affiliates originate and underwrite
                  loans through four offices located throughout the United
                  States. BSCMI loan origination and underwriting professionals
                  are all full-time BSCMI employees.

                  Wells Fargo Bank, National Association ("WFB")
                  ----------------------------------------------

                  The Mortgage Pool includes 48 Mortgage Loans, representing
                  25.3% of the Initial Pool Balance, that were originated by
                  WFB.

                  WFB is a national banking association and affiliate of Wells
                  Fargo & Company that provides a full range of banking services
                  to individual, agribusiness, real estate, commercial and small
                  business customers. The loans originated by WFB were
                  originated through its Capital Markets Group.

                  Morgan Stanley Mortgage Capital Inc. ("MSMC")
                  ---------------------------------------------

                  The Mortgage Pool includes 26 Mortgage Loans, representing
                  22.6% of the Initial Pool Balance, that were originated by or
                  on behalf of MSMC or purchased from a third party.

                  MSMC is a subsidiary of Morgan Stanley & Co. Incorporated and
                  was formed to originate and purchase mortgage loans secured by
                  commercial and multifamily real estate.

                  Principal Commercial Funding, LLC ("PCF")
                  -----------------------------------------

                  The Mortgage Pool includes 38 Mortgage Loans, representing
                  19.5% of the Initial Pool Balance, that were originated by PCF
                  and/or its affiliates.

                  PCF is a wholly owned subsidiary of Principal Global
                  Investors, LLC, which is a wholly owned subsidiary of
                  Principal Life Insurance Company. PCF was formed as a Delaware
                  limited liability company to originate and acquire loans
                  secured by commercial and multi-family real estate. Each of
                  the PCF loans was originated and underwritten by PCF and/or
                  its affiliates.

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-12



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


IV.  COLLATERAL DESCRIPTION
     ----------------------

                                TEN LARGEST LOANS
                                -----------------
<TABLE>

------------------------------------------------------------------------------------------------------------------------------------
                                                                                                  LOAN              CUT-OFF
                                                             PROPERTY    CUT-OFF DATE   UNITS/     PER     CURRENT   DATE    BALLOON
 NO.         PROPERTY NAME              CITY       STATE       TYPE        BALANCE        SF     UNIT/SF     DSCR     LTV      LTV
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------

  1.  One Buckhead                  Atlanta         GA     Office         $85,000,000   466,229     $182     1.71x   64.6%    64.6%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  2.  Bristol Group Portfolio -
      Extra Space Storage - San
      Ramon                         San Ramon       CA     Self Storage    $5,275,259    77,495      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage - Port    Port
      Washington                    Washington      NY     Self Storage    $5,049,782    67,925      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage -
      Green Brook                   Green Brook     NJ     Self Storage    $4,850,371    58,650      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage -
      Concord                       Concord         CA     Self Storage    $4,656,174    75,060      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage -
      Black Horse                   Egg Harbor      NJ     Self Storage    $4,289,284    70,300      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage -
      Kings Park                    Kings Park      NY     Self Storage    $3,792,713    60,020      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage -
      Brentwood                     Brentwood       NY     Self Storage    $3,584,179    65,969      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage -
      Manchester                    Manchester      NH     Self Storage    $1,666,317    45,075      $62     2.17x   56.8%    56.8%

      Bristol Group Portfolio -
      Extra Space Storage - Derry   Derry           NH     Self Storage    $1,335,921    38,350      $62     2.17x   56.8%    56.8%
                                                                           ----------    ------      ---     -----   -----    -----
                        SUBTOTAL:                                         $34,500,000   558,844      $62     2.17x   56.8%    56.8%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  3.  Adobe Building                Seattle         WA     Office         $34,000,000   297,228     $114     2.08x   50.4%    50.4%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  4.  Brooks Brothers Building      New York        NY     Mixed Use      $28,200,000   122,604     $230     2.18x   47.0%    43.6%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  5.  Hilton Del Mar                Del Mar         CA     Hospitality    $27,540,000       257  $107,160    2.15x   66.4%    54.4%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  6.  New London Mall               New London      CT     Retail         $27,365,000   268,411     $102     2.01x   65.0%    65.0%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  7.  Indian Springs Center         The Woodlands   TX     Retail         $27,000,000   136,625     $198     1.53x   77.6%    71.5%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  8.  Sherwood Lakes Apartments     Schererville    IN     Multifamily    $24,000,000       576  $41,667     1.92x   63.3%    63.3%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
  9.  Port Covington Shopping
      Center                        Baltimore       MD     Other          $22,359,674   272,913      $82     1.07x   72.8%    59.7%
----- ---------------------------- -------------- ------- ------------- -------------- --------- -------- --------- -------- -------
 10.  Lewis Portfolio - Boca
      Storage                       Boca Raton      FL     Self Storage   $11,600,000   138,831      $76     1.72x   79.7%    69.6%

      Lewis Portfolio - Deerfield   Deerfield
      Storage                       Beach           FL     Self Storage   $10,400,000   149,921      $76     1.72x   79.7%    69.6%
                                                                          -----------   -------      ---     -----   -----    -----
                        SUBTOTAL:                                         $22,000,000   288,752      $76     1.72x   79.7%    69.6%
------------------------------------------------------------------------------------------------------------------------------------
      TOTAL/WEIGHTED AVERAGES                                            $331,964,674                        1.85x*  63.5%    60.2%
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The weighted average DSCR after all applicable partial interest only periods
  is 1.72x

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-13



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19

                         PARI PASSU AND COMPANION LOANS
                         ------------------------------
<TABLE>

  NO.       PROPERTY NAME             TOTAL A-NOTE BALANCES        TRANSACTION            SPECIAL SERVICER        B-NOTE BALANCE
-----------------------------------------------------------------------------------------------------------------------------------

  1.     Hinckley Portfolio               $17,500,000            MSCI 2005-TOP19       ARCap Servicing, Inc.*          NAP

                                          $17,500,000                        TBD                          TBD
-------- ---------------------------- --------------------- ------------------------- ------------------------- -------------------
  2.     JL Holdings Portfolio            $15,000,000           BSCMSI 2005-PWR8       ARCap Servicing, Inc.*      $29,800,000

                                          $15,000,000            MSCI 2005-TOP19       ARCap Servicing, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* Denotes lead special servicer


--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-14



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


CUT-OFF DATE BALANCE ($)
------------------------------------------------------------------------
                                  NO. OF        AGGREGATE
                                 MORTGAGE      CUT-OFF DATE      % OF
                                  LOANS         BALANCE ($)      POOL
------------------------------------------------------------------------
1 - 1,000,000                        1             849,186        0.1
1,000,001 - 2,000,000               26          40,301,642        3.3
2,000,001 - 3,000,000               23          60,219,564        4.9
3,000,001 - 4,000,000               21          73,828,840        6.0
4,000,001 - 5,000,000               10          45,597,055        3.7
5,000,001 - 6,000,000               12          66,352,044        5.4
6,000,001 - 7,000,000                9          59,748,373        4.9
7,000,001 - 8,000,000                4          31,500,000        2.6
8,000,001 - 9,000,000                3          25,839,916        2.1
9,000,001 - 10,000,000               5          48,120,878        3.9
10,000,001 - 15,000,000             22         264,663,935       21.5
15,000,001 - 20,000,000             10         181,202,639       14.8
20,000,001 - 30,000,000              7         176,714,674       14.4
30,000,001 <=                        3         153,500,000       12.5
------------------------------------------------------------------------
TOTAL:                             156       1,228,438,747      100.0
------------------------------------------------------------------------
Min: 849,186              Max: 85,000,000         Average: 7,874,607
------------------------------------------------------------------------


STATE
------------------------------------------------------------------------
                                NO. OF          AGGREGATE
                              MORTGAGED        CUT-OFF DATE      % OF
                              PROPERTIES       BALANCE ($)       POOL
------------------------------------------------------------------------
California - Southern             15            115,223,518       9.4
California - Northern             14             58,816,864       4.8
Georgia                            5            120,990,291       9.8
New York                          12            104,119,625       8.5
Texas                             17            102,713,244       8.4
Illinois                           9             88,179,919       7.2
Connecticut                        5             85,315,000       6.9
Florida                           17             80,530,769       6.6
New Jersey                         9             68,427,220       5.6
Washington                         5             42,222,662       3.4
Maryland                           4             39,535,101       3.2
Other                            165            322,364,534      26.2
------------------------------------------------------------------------
TOTAL:                           277          1,228,438,747     100.0
------------------------------------------------------------------------


PROPERTY TYPE
------------------------------------------------------------------------
                                NO. OF          AGGREGATE
                              MORTGAGED        CUT-OFF DATE      % OF
                              PROPERTIES       BALANCE ($)       POOL
------------------------------------------------------------------------
Retail                           181           483,409,094      39.4
Office                            20           232,875,601      19.0
Multifamily                       21           131,092,022      10.7
Hospitality                        9           107,846,281       8.8
Self Storage                      20            88,466,904       7.2
Industrial                        16            83,544,179       6.8
Mixed Use                          4            63,329,395       5.2
Other                              5            33,875,272       2.8
Manufactured Housing               1             4,000,000       0.3
------------------------------------------------------------------------
TOTAL:                           277         1,228,438,747     100.0
------------------------------------------------------------------------


MORTGAGE RATE (%)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE      % OF
                                LOANS         BALANCE ($)      POOL
------------------------------------------------------------------------
4.501 - 5.000                     8           143,780,978      11.7
5.001 - 5.500                    70           707,344,440      57.6
5.501 - 6.000                    70           316,556,442      25.8
6.001 - 6.500                     8            60,756,888       4.9
------------------------------------------------------------------------
TOTAL:                          156         1,228,438,747     100.0
------------------------------------------------------------------------
Min: 4.750                  Max: 6.360           Wtd Avg: 5.393
------------------------------------------------------------------------


ORIGINAL TERM TO STATED MATURITY (MOS)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE      % OF
                                LOANS         BALANCE ($)      POOL
------------------------------------------------------------------------
1 - 60                           11            87,476,427       7.1
61 - 120                        129         1,000,936,907      81.5
121 - 180                        11           114,280,373       9.3
181 - 240                         5            25,745,039       2.1
------------------------------------------------------------------------
TOTAL:                          156         1,228,438,747     100.0
------------------------------------------------------------------------
Min: 60                      Max: 240                Wtd Avg: 122
------------------------------------------------------------------------


REMAINING TERM TO STATED MATURITY (MOS)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE       % OF
                                LOANS         BALANCE ($)       POOL
------------------------------------------------------------------------
1 - 60                            14           95,508,927        7.8
61 - 120                         126          992,904,407       80.8
121 - 180                         11          114,280,373        9.3
181 - 240                          5           25,745,039        2.1
------------------------------------------------------------------------
 TOTAL:                          156        1,228,438,747      100.0
------------------------------------------------------------------------
 Min: 56                     Max: 240                Wtd Avg: 120
------------------------------------------------------------------------


ORIGINAL AMORTIZATION TERM (MOS)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE       % OF
                                LOANS         BALANCE ($)       POOL
------------------------------------------------------------------------
Interest Only                     23          372,080,500       30.3
60 - 120                           1            1,382,473        0.1
121- 180                           5           45,066,313        3.7
181 - 240                         11           40,769,668        3.3
241 - 360                        116          769,139,793       62.6
------------------------------------------------------------------------
TOTAL:                           156        1,228,438,747      100.0
------------------------------------------------------------------------
Non Zero Min: 120             Max: 360        Non Zero Wtd Avg: 327
------------------------------------------------------------------------


REMAINING AMORTIZATION TERM (MOS)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE       % OF
                                LOANS         BALANCE ($)       POOL
------------------------------------------------------------------------
Interest Only                     23          372,080,500       30.3
60- 120                            1            1,382,473        0.1
121 - 180                          5           45,066,313        3.7
181 - 240                         11           40,769,668        3.3
241 - 360                        116          769,139,793       62.6
------------------------------------------------------------------------
TOTAL:                           156        1,228,438,747      100.0
------------------------------------------------------------------------
Non Zero Min: 118            Max: 360        Non Zero Wtd Avg: 326
------------------------------------------------------------------------


CUT-OFF DATE LOAN-TO-VALUE RATIO (%)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE       % OF
                                LOANS         BALANCE ($)       POOL
------------------------------------------------------------------------
20.1 - 30.0                        2            2,682,473        0.2
30.1 - 40.0                       11           72,703,873        5.9
40.1 - 50.0                       19          139,994,318       11.4
50.1 - 60.0                       32          205,474,002       16.7
60.1 - 70.0                       51          435,433,941       35.4
70.1 - 80.0                       41          372,150,141       30.3
------------------------------------------------------------------------
TOTAL:                           156        1,228,438,747      100.0
------------------------------------------------------------------------
Min: 23.3                   Max: 80.0               Wtd Avg: 62.6
------------------------------------------------------------------------


BALLOON LOAN-TO-VALUE RATIO (%)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE       % OF
                                LOANS         BALANCE ($)       POOL
------------------------------------------------------------------------
 0.1 - 10.0                        9          58,424,643          4.8
 10.1 - 20.0                       2          12,320,405          1.0
 20.1 - 30.0                       5          29,073,743          2.4
 30.1 - 40.0                      12          81,107,382          6.6
 40.1 - 50.0                      37         228,913,342         18.6
 50.1 - 60.0                      56         383,015,262         31.2
 60.1 - 70.0                      28         327,953,970         26.7
 70.1 - 80.0                       7         107,630,000          8.8
------------------------------------------------------------------------
 TOTAL:                          156       1,228,438,747        100.0
------------------------------------------------------------------------
 Min: 0.3                    Max: 75.0              Wtd Avg: 52.7
------------------------------------------------------------------------


CURRENT DEBT SERVICE COVERAGE RATIO (X)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE       % OF
                                LOANS         BALANCE ($)       POOL
------------------------------------------------------------------------
 <= 1.20                           5           44,688,978        3.6
 1.21 - 1.30                       8           32,087,277        2.6
 1.31 - 1.40                      19           94,166,337        7.7
 1.41 - 1.50                      19           97,191,375        7.9
 1.51 - 1.60                      16          152,966,323       12.5
 1.61 - 1.70                      13           76,828,764        6.3
 1.71 - 1.80                      16          199,040,599       16.2
 1.81 <=                          60          531,469,093       43.3
------------------------------------------------------------------------
 TOTAL:                          156        1,228,438,747      100.0
------------------------------------------------------------------------
 Min: 1.07                   Max: 3.36              Wtd Avg: 1.85
------------------------------------------------------------------------


POST PARTIAL IO PERIOD DEBT SERVICE COVERAGE RATIO (X)
------------------------------------------------------------------------
                                NO. OF        AGGREGATE
                               MORTGAGE      CUT-OFF DATE        % OF
                                LOANS         BALANCE ($)        POOL
------------------------------------------------------------------------
 <= 1.20                            6          71,688,978         5.8
 1.21 - 1.30                       12          70,567,277         5.7
 1.31 - 1.40                       27         170,496,337        13.9
 1.41 - 1.50                       21         117,853,875         9.6
 1.51 - 1.60                       16         147,475,323        12.0
 1.61 - 1.70                       12          65,913,764         5.4
 1.71 - 1.80                       14         188,728,099        15.4
 1.81 <=                           48         395,715,093        32.2
------------------------------------------------------------------------
 TOTAL:                           156       1,228,438,747       100.0
------------------------------------------------------------------------
 Min: 1.07                    Max: 3.04               Wtd Avg: 1.74
------------------------------------------------------------------------

All numerical information concerning the Mortgage Loans is approximate. All
weighted average information regarding the Mortgage Loans reflects the weighting
of the Mortgage Loans based upon their outstanding principal balances as of the
Cut-off Date.


--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-15



                          $1,157,803,000 (APPROXIMATE)
                          MORGAN STANLEY CAPITAL I INC.
                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2005-TOP19


PERCENTAGE OF COLLATERAL BY PREPAYMENT RESTRICTION (%)(1)(2)(3)
<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions                 JUL-05               JUL-06               JUL-07               JUL-08               JUL-09
-----------------------------------------------------------------------------------------------------------------------------------

Locked Out                              95.56%               93.17%               81.18%               68.90%               67.13%
Greater of YM and 2.00%                  2.77%                2.79%                0.00%                0.00%                0.00%
Greater of YM and 1.00%                  1.68%                4.04%               18.82%               31.10%               32.87%
Open                                     0.00%                0.00%                0.00%                0.00%                0.00%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                 100.00%              100.00%              100.00%              100.00%              100.00%
-----------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding        $1,228,438,747       $1,218,397,583       $1,207,198,426       $1,193,915,872       $1,179,485,134
% Initial Pool Balance                 100.00%               99.18%               98.27%               97.19%               96.01%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions                 JUL-10               JUL-11               JUL-12               JUL-13               JUL-14
-----------------------------------------------------------------------------------------------------------------------------------

Locked Out                              71.91%               70.00%               72.90%               72.75%               71.43%
Greater of YM and 2.00%                  0.00%                0.00%                0.00%                0.00%                0.00%
Greater of YM and 1.00%                 28.09%               28.24%               27.10%               27.25%               27.41%
Open                                     0.00%                1.76%                0.00%                0.00%                1.16%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                 100.00%              100.00%              100.00%              100.00%              100.00%
-----------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding        $1,068,371,868       $1,050,380,243         $986,947,130         $967,725,588         $947,405,422
% Initial Pool Balance                  86.97%               85.51%               80.34%               78.78%               77.12%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
Prepayment Restrictions                 JUL-15               JUL-16               JUL-17               JUL-18               JUL-19
-----------------------------------------------------------------------------------------------------------------------------------

Locked Out                              58.64%               77.16%               76.71%               76.18%               75.54%
Greater of YM and 2.00%                  0.00%                0.00%                0.00%                0.00%                0.00%
Greater of YM and 1.00%                 16.98%               22.84%               23.29%               23.82%               24.46%
Open                                    24.39%                0.00%                0.00%                0.00%                0.00%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS                                 100.00%              100.00%              100.00%              100.00%              100.00%
-----------------------------------------------------------------------------------------------------------------------------------
Pool Balance Outstanding          $139,426,765         $100,311,118          $94,881,738          $89,136,434          $83,056,722
% Initial Pool Balance                  11.35%                8.17%                7.72%                7.26%                6.76%
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

Notes:

(1)  The analysis is based on the Structuring Assumptions and a 0% CPR as
     discussed in the Prospectus Supplement.

(2)  See Appendix II of the Prospectus Supplement for a description of the Yield
     Maintenance.

(3)  DEF/YM1 and DEF/YM loans have been modeled as Yield Maintenance.

--------------------------------------------------------------------------------
This information is being delivered to a specific number of prospective
sophisticated investors in order to assist them in determining whether they have
an interest in the type of security described herein. It has been prepared
solely for information purposes and is not an offer to buy or sell or a
solicitation of an offer to buy or sell any security or instrument or to
participate in any trading strategy. No representation or warranty can be given
with respect to the accuracy or completeness of the information, or with respect
to the terms of any future offer of securities conforming to the terms hereof.
Any such offer of securities would be made pursuant to a definitive Prospectus
prepared by the issuer which could contain material information not contained
herein and to which the prospective purchasers are referred. In the event of any
such offering, this information shall be deemed superseded, amended and
supplemented in its entirety by such Prospectus. Such Prospectus will contain
all material information in respect of any securities offered thereby and any
decision to invest in such securities should be made solely in reliance upon
such Prospectus. Certain assumptions may have been made in this analysis which
have resulted in any returns detailed herein. No representation is made that any
returns indicated will be achieved. Changes to the assumptions may have a
material impact on any returns detailed. Morgan Stanley & Co. Incorporated and
Bear, Stearns & Co. Inc. (the "Underwriters") disclaim any and all liability
relating to this information, including without limitation any express or
implied representations and warranties for, statements contained in, and
omissions from, this information. Additional information is available upon
request. The Underwriters and others associated with them may have positions in,
and may effect transactions in, securities and instruments of issuers mentioned
herein and may also perform or seek to perform investment banking services for
the issuers of such securities and instruments. Past performance is not
necessarily indicative of future results. Price and availability are subject to
change without notice. This material may be filed with the Securities and
Exchange Commission (the "SEC") and incorporated by reference into an effective
registration statement previously filed with the SEC under Rule 415 of the
Securities Act of 1933, including in cases where the material does not pertain
to securities that are ultimately offered for sale pursuant to such registration
statement. To Morgan Stanley's readers worldwide: In addition, please note that
this publication has been issued by Morgan Stanley & Co. Incorporated, approved
by Morgan Stanley International Limited, a member of The Securities and Futures
Authority, and by Morgan Stanley Japan Ltd. Morgan Stanley recommends that such
readers obtain the advice of their Morgan Stanley & Co. Incorporated, Morgan
Stanley International or Morgan Stanley Japan Ltd. representative about the
investments concerned.

  NOT FOR DISTRIBUTION TO PRIVATE CUSTOMERS AS DEFINED BY THE U.K. SECURITIES
                             AND FUTURES AUTHORITY
--------------------------------------------------------------------------------
                                      T-16

<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                             @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>


                           DISTRIBUTION DATE STATEMENT

                               TABLE OF CONTENTS
================================================================================

     STATEMENT SECTIONS                                               PAGE(S)
     ------------------                                               -------

     Certificate Distribution Detail                                     2
     Certificate Factor Detail                                           3
     Reconciliation Detail                                               4
     Other Required Information                                          5
     Cash Reconciliation                                                 6
     Ratings Detail                                                      7
     Current Mortgage Loan and Property Stratification Tables           8-10
     Mortgage Loan Detail                                                11
     Principal Prepayment Detail                                         12
     Historical Detail                                                   13
     Delinquency Loan Detail                                             14
     Specially Serviced Loan Detail                                    15-16
     Modified Loan Detail                                                17
     Liquidated Loan Detail                                              18
     Historical Bond / Collateral Realized Loss Reconciliation           19

================================================================================

                                    DEPOSITOR
================================================================================

     Morgan Stanley Capital I Inc.
     1585 Broadway
     New York, NY 10036

     Contact:       General Information Number
     Phone Number:  (212) 761-4700

================================================================================

                                 MASTER SERVICER
================================================================================

     Wells Fargo Bank, N.A.
     45 Fremont Street, 2nd Floor
     San Francisco, CA 94105

     Contact:       Matilde Sanchez
     Email: investorreporting@wellsfargo.com

================================================================================

                                SPECIAL SERVICER
================================================================================

     ARCap Servicing, Inc.
     5605 N. MacArthur Blvd.
     Irving, TX 75038

     Contact:       Chris Crouch
     Phone Number:  (972) 580-1688

================================================================================

This report has been compiled from information provided to Wells Fargo Bank,
N.A. by various third parties, which may include the Master Servicer, Special
Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the
accuracy of information received from these third parties and assumes no duty to
do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the
accuracy or completeness of information furnished by third parties.

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 1 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

                        CERTIFICATE DISTRIBUTION DETAIL

<TABLE>


====================================================================================================================================
                                                                                       Realized
                                                                                         Loss/
                 Pass-                                                                Additional                          Current
                 Through  Original  Beginning   Principal      Interest   Prepayment  Trust Fund    Total      Ending  Subordination
  Class   CUSIP  Rate     Balance    Balance   Distribution  Distribution  Premium     Expenses  Distribution  Balance    Level(1)
------------------------------------------------------------------------------------------------------------------------------------

   A-1           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-2           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-3           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-AB          0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-4A          0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-4B          0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-J           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    B            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    C            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    D            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    E            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    F            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    G            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    H            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    J            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    K            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    L            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    M            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    N            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    O            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    P            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   R-I           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   R-II          0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   R-III         0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
------------------------------------------------------------------------------------------------------------------------------------
 Totals                      0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
====================================================================================================================================
</TABLE>

<TABLE>

=======================================================================================================
                                Original  Beginning                                            Ending
                  Pass-Through  Notional   Notional    Interest     Prepayment      Total     Notional
  Class    CUSIP       Rate      Amount     Amount   Distribution     Premium   Distribution   Amount
-------------------------------------------------------------------------------------------------------

  X-1               0.000000       0.00      0.00        0.00         0.00          0.00        0.00
  X-2               0.000000       0.00      0.00        0.00         0.00          0.00        0.00
=======================================================================================================
</TABLE>

(1) Calculated by taking (A) the sum of the ending certificate balance of all
classes less (B) the sum of (i) the ending balance of the designated class and
(ii) the ending certificate balance of all classes which are not subordinate to
the designated class and deviding the result by (A).

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 2 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                              CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                            (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

                           CERTIFICATE FACTOR DETAIL
<TABLE>

=========================================================================================================
                                                                              Realized Loss/
                         Beginning    Principal     Interest    Prepayment   Additional Trust   Ending
  Class        CUSIP      Balance   Distribution  Distribution    Premium     Fund Expenses     Balance
---------------------------------------------------------------------------------------------------------

   A-1                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-2                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-3                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-AB                 0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-4A                 0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-4B                 0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-J                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    B                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    C                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    D                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    E                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    F                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    G                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    H                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    J                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    K                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    L                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    M                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    N                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    O                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    P                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   R-I                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   R-II                 0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   R-III                0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
=========================================================================================================
</TABLE>

<TABLE>

=========================================================================
                        Beginning                                Ending
                         Notional    Interest     Prepayment    Notional
  Class      CUSIP       Amount    Distribution     Premium      Amount
-------------------------------------------------------------------------

  X-1                 0.00000000   0.00000000    0.00000000   0.00000000
  X-2                 0.00000000   0.00000000    0.00000000   0.00000000
=========================================================================
</TABLE>

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 3 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

                             RECONCILIATION DETAIL

                         ADVANCE SUMMARY

P&I Advances Outstanding                                         0.00
Master Servicing Advances Outstanding                            0.00
Reimbursements for Interest on P&I
Advances paid from general collections                           0.00
Reimbursements for Interest on Master Servicing
Advances paid from general collections                           0.00

                  MASTER SERVICING FEE SUMMARY

Current Period Accrued Master Servicing Fees                     0.00
Less Master Servicing Fees on Delinquent Payments                0.00
Less Reductions to Master Servicing Fees                         0.00
Plus Master Servicing Fees on Delinquent Payments Received       0.00
Plus Adjustments for Prior Master Servicing Calculation          0.00
Total Master Servicing Fees Collected                            0.00

CERTIFICATE INTEREST RECONCILIATION

<TABLE>

-----------------------------------------------------------------------------------------------------------------------------------
            Accrued       Net Aggregate      Distributable      Distributable      Additional                   Remaining Unpaid
Class     Certificate       Prepayment       Certificate     Certificate Interest  Trust Fund     Interest        Distributable
           Interest     Interest Shortfall     Interest           Adjustment        Expenses    Distribution   Certificate Interest
-----------------------------------------------------------------------------------------------------------------------------------

 A-1           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-2           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-3           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-AB          0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-4A          0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-4B          0.00             0.00               0.00                0.00             0.00         0.00                0.00
 X-1           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 X-2           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-J           0.00             0.00               0.00                0.00             0.00         0.00                0.00
  B            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  C            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  D            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  E            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  F            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  G            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  H            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  J            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  K            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  L            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  M            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  N            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  O            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  P            0.00             0.00               0.00                0.00             0.00         0.00                0.00
 R-I           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 R-II          0.00             0.00               0.00                0.00             0.00         0.00                0.00
 R-III         0.00             0.00               0.00                0.00             0.00         0.00                0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals         0.00             0.00               0.00                0.00             0.00         0.00                0.00
===================================================================================================================================
</TABLE>

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 4 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

                   OTHER REQUIRED INFORMATION

Available Distribution Amount                     0.00

Aggregate Number of Outstanding Loans                0
Aggregate Unpaid Principal Balance of Loans       0.00
Aggregate Stated Principal Balance of Loans       0.00


Aggregate Amount of Master Servicing Fee          0.00
Aggregate Amount of Special Servicing Fee         0.00
Aggregate Amount of Trustee Fee                   0.00
Aggregate Primary Servicing Fee                   0.00
Aggregate Paying Agent Fee                        0.00
Aggregate Trust Fund Expenses                     0.00


Additional Trust Fund Expenses/(Gains)            0.00
     Fees Paid to Special Servicer                0.00
     Interest on Advances                         0.00
     Other Expenses of Trust                      0.00

Appraisal Reduction Amount

 -----------------------------------------------------
               Appraisal    Cumulative     Most Recent
  Loan         Reduction       ASER         App. Red.
 Number        Effected       Amount          Date
 -----------------------------------------------------








 -----------------------------------------------------
 Total
 =====================================================

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 5 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

                           CASH RECONCILIATION DETAIL
<TABLE>

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


TOTAL FUNDS COLLECTED

     INTEREST:

        Interest paid or advanced                                       0.00
        Interest reductions due to Non-Recoverability Determinations    0.00
        Interest Adjustments                                            0.00
        Deferred Interest                                               0.00
        Net Prepayment Interest Shortfall                               0.00
        Net Prepayment Interest Excess                                  0.00
        Extension Interest                                              0.00
        Interest Reserve Withdrawal                                     0.00
                                                                               -------
           TOTAL INTEREST COLLECTED                                               0.00

     PRINCIPAL:
        Scheduled Principal                                             0.00
        Unscheduled Principal                                           0.00
           Principal Prepayments                                        0.00
           Collection of Principal after Maturity Date                  0.00
           Recoveries from Liquidation and Insurance Proceeds           0.00
           Excess of Prior Principal Amounts paid                       0.00
           Curtailments                                                 0.00
        Negative Amortization                                           0.00
        Principal Adjustments                                           0.00
                                                                               -------
           TOTAL PRINCIPAL COLLECTED                                              0.00

     OTHER:
        Prepayment Penalties/Yield Maintenance                          0.00
        Repayment Fees                                                  0.00
        Borrower Option Extension Fees                                  0.00
        Equity Payments Received                                        0.00
        Net Swap Counterparty Payments Received                         0.00
                                                                               -------
           TOTAL OTHER COLLECTED:                                                 0.00
                                                                               -------
TOTAL FUNDS COLLECTED                                                             0.00
                                                                               =======


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


TOTAL FUNDS DISTRIBUTED

     FEES:

        Master Servicing Fee                                            0.00
        Trustee Fee                                                     0.00
        Certificate Administration Fee                                  0.00
        Insurer Fee                                                     0.00
        Miscellaneous Fee                                               0.00
                                                                               -------
           TOTAL FEES                                                            0.00

     ADDITIONAL TRUST FUND EXPENSES:
        Reimbursement for Interest on Advances                          0.00
        ASER Amount                                                     0.00
        Special Servicing Fee                                           0.00
        Rating Agency Expenses                                          0.00
        Attorney Fees & Expenses                                        0.00
        Bankruptcy Expense                                              0.00
        Taxes Imposed on Trust Fund                                     0.00
        Non-Recoverable Advances                                        0.00
        Other Expenses                                                  0.00
                                                                               -------
           TOTAL ADDITIONAL TRUST FUND EXPENSES                                  0.00

     INTEREST RESERVE DEPOSIT                                                    0.00

     PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:
        Interest Distribution                                           0.00
        Principal Distribution                                          0.00
        Prepayment Penalties/Yield Maintenance                          0.00
        Borrower Option Extension Fees                                  0.00
        Equity Payments Paid                                            0.00
        Net Swap Counterparty Payments Paid                             0.00
                                                                               -------
           TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS                         0.00
                                                                               -------
TOTAL FUNDS DISTRIBUTED                                                          0.00
                                                                               =======

--------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 6 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

                                 RATINGS DETAIL

<TABLE>

------------------------------------------------------------------------------------
                            Original Ratings              Current Ratings (1)
Class        CUSIP     --------------------------    -------------------------------
                          Fitch   Moody's   S&P          Fitch   Moody's   S&P
------------------------------------------------------------------------------------

 A-1
 A-2
 A-3
 A-AB
 A-4A
 A-4B
 X-1
 X-2
 A-J
  B
  C
  D
  E
  F
  G
  H
  J
  K
  L
  M
  N
  O
  P
------------------------------------------------------------------------------------
</TABLE>

NR  - Designates that the class was not rated by the above agency at the time of
      original issuance.
X   - Designates that the above rating agency did not rate any classes in this
      transaction at the time of original issuance.
N/A - Data not available this period.

(1) For any class not rated at the time of original issuance by any particular
rating agency, no request has been made subsequent to issuance to obtain rating
information, if any, from such rating agency. The current ratings were obtained
directly from the applicable rating agency within 30 days of the payment date
listed above. The ratings may have changed since they were obtained. Because the
ratings may have changed, you may want to obtain current ratings directly from
the rating agencies.

<TABLE>


Fitch, Inc.                Moody's Investors Service  Standard & Poor's Rating Services
One State Street Plaza     99 Church Street           55 Water Street
New York, New York 10004   New York, New York 10007   New York, New York 10041
(212) 908-0500             (212) 553-0300             (212) 438-2430
</TABLE>

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 7 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                               SCHEDULED BALANCE

--------------------------------------------------------------------------------
                                          % of
   Scheduled     # of      Scheduled      Agg.      WAM              Weighted
    Balance      loans      Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------















--------------------------------------------------------------------------------
   Totals
================================================================================

                                   STATE (3)

--------------------------------------------------------------------------------
                                          % of
                 # of      Scheduled      Agg.      WAM              Weighted
      State      Props.     Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------















--------------------------------------------------------------------------------
   Totals
================================================================================

See footnotes on last page of this section.

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 8 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

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

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

<TABLE>

                          DEBT SERVICE COVERAGE RATIO
--------------------------------------------------------------------------------
                                         % of
 Debt Service       # of    Scheduled    Agg.     WAM                 Weighted
Coverage Ratio      loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------









--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------



                                    NOTE RATE
--------------------------------------------------------------------------------
                                         % of
     Note           # of    Scheduled    Agg.     WAM                 Weighted
     Rate           loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------









--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------


                                PROPERTY TYPE (3)
--------------------------------------------------------------------------------
                                         % of
                    # of    Scheduled    Agg.     WAM                 Weighted
Property Type      Props.    Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------









--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------



                                   SEASONING
--------------------------------------------------------------------------------
                                         % of
                    # of    Scheduled    Agg.     WAM                 Weighted
  Seasoning         loans     Balance    Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------









--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

See footnotes on last page of this section.

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                              Page 9 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

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

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

<TABLE>

               ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)
--------------------------------------------------------------------------------
                                           % of
Anticipated Remaining   # of    Scheduled   Agg.     WAM              Weighted
    Term (2)           loans     Balance    Bal.     (2)      WAC    Avg DSCR(1)
--------------------------------------------------------------------------------






--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

<TABLE>

               REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)
--------------------------------------------------------------------------------
                                           % of
Remaining Amortization  # of    Scheduled   Agg.     WAM              Weighted
        Term           loans     Balance    Bal.     (2)      WAC    Avg DSCR(1)
--------------------------------------------------------------------------------






--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

<TABLE>

                 REMAINING STATED TERM (FULLY AMORTIZING LOANS)
--------------------------------------------------------------------------------
                                         % of
Remaining Stated    # of    Scheduled    Agg.     WAM                 Weighted
    Term            loans    Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------






--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

<TABLE>

                    AGE OF MOST RECENT FINANCIAL INFORMATION
--------------------------------------------------------------------------------
                                        % of
   Age of Most      # of    Scheduled    Agg.     WAM                 Weighted
   Recent NOI      loans     Balance     Bal.     (2)      WAC       Avg DSCR(1)
--------------------------------------------------------------------------------







--------------------------------------------------------------------------------
    Totals
--------------------------------------------------------------------------------
</TABLE>

(1) Debt Service Coverage Ratios are updated periodically as new Financial
Information figures become available from borrowers on an asset level. In all
cases the most recent DSCR provided by the Servicer is used. To the extent that
no DSCR is provided by the Servicer, information from the offering document is
used. The Trustee makes no representations as to the accuracy of the data
provided for this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the
term from the current month to the earlier of the Anticipated Repayment Date,
if applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current
loan information to the properties based upon the Cut-off Date balance of
each property as disclosed in the offering document.

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 10 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

----------------------------------------------------------------------------------------------------------------
                                               MORTGAGE LOAN DETAIL

----------------------------------------------------------------------------------------------------------------
                                                                                  Anticipated              Neg.
 Loan              Property                      Interest    Principal   Gross     Repayment   Maturity   Amort
Number   ODCR      Type (1)    City     State     Payment     Payment    Coupon       Date       Date     (Y/N)
----------------------------------------------------------------------------------------------------------------











----------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------
           Beginning     Ending       Paid     Appraisal    Appraisal     Res.    Mod.
 Loan      Scheduled    Scheduled     Thru     Reduction    Reduction    Strat.   Code
Number      Balance      Balance      Date        Date        Amount      (2)      (3)
---------------------------------------------------------------------------------------











---------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------
</TABLE>

                   (1) Property Type Code
                   ----------------------

MF  -  Multi-Family                     OF  -  Office
RT  -  Retail                           MU  -  Mixed Use
HC  -  Health Care                      LO  -  Lodging
IN  -  Industrial                       SS  -  Self Storage
WH  -  Warehouse                        OT  -  Other
MH  -  Mobile Home Park


                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD

                              (3) Modification Code
                              ---------------------

                            1 - Maturity Date Extension
                            2 - Authorization Change
                            3 - Principal Write-Off
                            4 - Combination

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 11 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                                  PRINCIPAL PREPAYMENT DETAIL

-----------------------------------------------------------------------------------------------------------------------------
                                         Principal Prepayment Amount                   Prepayment Penalties
                Offering Document    -------------------------------------   ------------------------------------------------
Loan Number      Cross-Reference     Payoff Amount     Curtailment Amount     Prepayment Premium     Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------


















-----------------------------------------------------------------------------------------------------------------------------
  Totals
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 12 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                                          HISTORICAL DETAIL

-----------------------------------------------------------------------------------------------------------------------------------
                                                             Delinquencies
-----------------------------------------------------------------------------------------------------------------------------------
Distribution        30-59 Days       60-89 Days      90 Days or More       Foreclosure            REO             Modifications
  Date              #   Balance      #   Balance       #   Balance         #   Balance         #   Balance         #   Balance
-----------------------------------------------------------------------------------------------------------------------------------
















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


                             Prepayments                    Rate and Maturities
---------------   -------------------------------   --------------------------------
Distribution        Curtailments        Payoff       Next Weighted Avg.
  Date              #   Balance      #   Balance     Coupon      Remit          WAM
------------------------------------------------------------------------------------















-----------------------------------------------------------------------------------
</TABLE>

Note: Foreclosure and REO Totals are excluded from the delinquencies aging
      categories.

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 13 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                                      DELINQUENCY LOAN DETAIL

----------------------------------------------------------------------------------------------------------------------------------
                   Offering        # of                     Current     Outstanding   Status of    Resolution
                   Document       Months    Paid Through      P&I           P&I        Mortgage     Strategy       Servicing
Loan Number    Cross-Reference    Delinq.       Date        Advances     Advances      Loan (1)     Code (2)     Transfer Date
----------------------------------------------------------------------------------------------------------------------------------





















----------------------------------------------------------------------------------------------------------------------------------
  Totals
----------------------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------
                              Actual      Outstanding
             Foreclosure       Loan        Servicing    Bankruptcy    REO
Loan Number     Date         Balance       Advances        Date       Date
----------------------------------------------------------------------------------





















----------------------------------------------------------------------------------
  Totals
----------------------------------------------------------------------------------
</TABLE>

                          (1) Status of Mortgage Loan
                          ---------------------------

A  -  Payments Not Received               2  -  Two Months Delinquent
      But Still in Grace Period           3  -  Three or More Months Delinquent
B  -  Late Payment But Less               4  -  Assumed Scheduled Payment
      Than 1 Month Delinquent                   (Performing Matured Loan)
0  -  Current                             7  -  Foreclosure
1  -  One Month Delinquent                9  -  REO


                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                   10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                        Foreclosure
3 - Bankruptcy           8 - Resolved              11 - Full Payoff
4 - Extension            9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                to Master Servicer    13 - Other or TBD

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 14 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                            SPECIALLY SERVICED LOAN DETAIL - PART 1

-----------------------------------------------------------------------------------------------------------------------------
                          Offering     Servicing  Resolution                                                        Net
Distribution    Loan      Document      Transfer   Strategy     Scheduled   Property          Interest  Actual   Operating
   Date        Number  Cross-Reference    Date      Code (1)     Balance    Type (2)   State    Rate    Balance   Income
-----------------------------------------------------------------------------------------------------------------------------











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


--------------------------------------------------------------------
                                                         Remaining
Distribution   NOI                 Note     Maturity   Amortization
   Date       Date       DSCR      Date       Date         Term
--------------------------------------------------------------------











--------------------------------------------------------------------
</TABLE>

                          (1) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                  10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                       Foreclosure
3 - Bankruptcy           8 - Resolved             11 - Full Payoff
4 - Extension            9 - Pending Return       12 - Reps and Warranties
5 - Note Sale                to Master Servicer   13 - Other or TBD

              (2) Property Type Code
              ----------------------

MF - Multi-Family             OF - Office
RT - Retail                   MU - Mixed use
HC - Health Care              LO - Lodging
IN - Industrial               SS - Self Storage
WH - Warehouse                OT - Other
MH - Mobile Home Park

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 15 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                               SPECIALLY SERVICED LOAN DETAIL - PART 2

------------------------------------------------------------------------------------------------------------------------------------
                         Offering      Resolution     Site
Distribution   Loan       Document      Strategy   Inspection                Appraisal  Appraisal     Other REO
    Date      Number  Cross-Reference   Code (1)      Date     Phase 1 Date     Date      Value    Property Revenue     Comment
------------------------------------------------------------------------------------------------------------------------------------
















------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                          (1) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 16 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                                        MODIFIED LOAN DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                   Offering
 Loan              Document      Pre-Modification
Number         Cross-Reference        Balance           Modification Date                       Modification Description
------------------------------------------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 17 of 19



<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                                      LIQUIDATED LOAN DETAIL

-------------------------------------------------------------------------------------------------
       Final Recovery     Offering                                               Gross Proceeds
 Loan  Determination      Document      Appraisal  Appraisal  Actual    Gross       as a % of
Number     Date       Cross-Reference     Date      Value    Balance  Proceeds   Actual Balance
-------------------------------------------------------------------------------------------------















-------------------------------------------------------------------------------------------------
  Current Total
-------------------------------------------------------------------------------------------------
Cumulative Total
-------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

---------------------------------------------------------------------------
         Aggregate        Net       Net Proceeds               Repurchased
 Loan   Liquidation   Liquidation    as a % of       Realized   by Seller
Number   Expenses*     Proceeds    Actual Balance      Loss       (Y/N)
---------------------------------------------------------------------------















---------------------------------------------------------------------------
  Current Total
---------------------------------------------------------------------------
Cumulative Total
---------------------------------------------------------------------------
</TABLE>

* Aggregate liquidation expenses also include outstanding P & I advances and
  unpaid fees (servicing, trustee, etc.).

--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 18 of 19




<TABLE>


                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO]                                                                               CTSLink Customer Service
                                               MORGAN STANLEY CAPITAL I INC.                          (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-TOP19                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 08/12/2005
                                                                                                   RECORD DATE:  07/29/2005
</TABLE>

<TABLE>

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

                  BOND/COLLATERAL REALIZED LOSS RECONCILIATION

------------------------------------------------------------------------------------------------------------------------------
                                Beginning                                               Amounts
                               Balance of      Aggregate    Prior Realized         Covered by Over-       Interest (Shortage)/
Distribution   Prospectus      the Loan at  Realized Loss    Loss Applied       collateralization and      Excesses applied to
   Date           Id           Liquidation     on Loans     to Certificates      other Credit Support     other Credit Support
------------------------------------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------------------------------------
  Current Total
------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>

--------------------------------------------------------------------------------------------------------------------------------
                    Modification            Additional
                    Adjustments/           (Recoveries)/         Current Realized      Recoveries of      (Recoveries)/Realized
Distribution     Appraisal Reduction   Expenses applied to       Loss Appiled to      Realized Losses          Loss Applied to
    Date            Adjustment            Realized Losses         Certificates         Paid as Cash        Certificate Interest
--------------------------------------------------------------------------------------------------------------------------------















--------------------------------------------------------------------------------------------------------------------------------
  Current Total
--------------------------------------------------------------------------------------------------------------------------------
Cumulative Total
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


--------------------------------------------------------------------------------
Copyright 2005, Wells Fargo Bank, N.A.                             Page 19 of 19



































                      [THIS PAGE INTENTIONALLY LEFT BLANK]

                                   SCHEDULE A
                                   ----------

                      Class A-AB Planned Principal Balance

 DISTRIBUTION DATE            BALANCE
 -----------------            -------
     08/12/2005           $84,100,000.00
     09/12/2005           $84,100,000.00
     10/12/2005           $84,100,000.00
     11/12/2005           $84,100,000.00
     12/12/2005           $84,100,000.00
     01/12/2006           $84,100,000.00
     02/12/2006           $84,100,000.00
     03/12/2006           $84,100,000.00
     04/12/2006           $84,100,000.00
     05/12/2006           $84,100,000.00
     06/12/2006           $84,100,000.00
     07/12/2006           $84,100,000.00
     08/12/2006           $84,100,000.00
     09/12/2006           $84,100,000.00
     10/12/2006           $84,100,000.00
     11/12/2006           $84,100,000.00
     12/12/2006           $84,100,000.00
     01/12/2007           $84,100,000.00
     02/12/2007           $84,100,000.00
     03/12/2007           $84,100,000.00
     04/12/2007           $84,100,000.00
     05/12/2007           $84,100,000.00
     06/12/2007           $84,100,000.00
     07/12/2007           $84,100,000.00
     08/12/2007           $84,100,000.00
     09/12/2007           $84,100,000.00
     10/12/2007           $84,100,000.00
     11/12/2007           $84,100,000.00
     12/12/2007           $84,100,000.00
     01/12/2008           $84,100,000.00
     02/12/2008           $84,100,000.00
     03/12/2008           $84,100,000.00
     04/12/2008           $84,100,000.00
     05/12/2008           $84,100,000.00
     06/12/2008           $84,100,000.00
     07/12/2008           $84,100,000.00
     08/12/2008           $84,100,000.00
     09/12/2008           $84,100,000.00
     10/12/2008           $84,100,000.00
     11/12/2008           $84,100,000.00
     12/12/2008           $84,100,000.00
     01/12/2009           $84,100,000.00
     02/12/2009           $84,100,000.00
     03/12/2009           $84,100,000.00
     04/12/2009           $84,100,000.00
     05/12/2009           $84,100,000.00
     06/12/2009           $84,100,000.00
     07/12/2009           $84,100,000.00
     08/12/2009           $84,100,000.00
     09/12/2009           $84,100,000.00
     10/12/2009           $84,100,000.00
     11/12/2009           $84,100,000.00
     12/12/2009           $84,100,000.00
     01/12/2010           $84,100,000.00
     02/12/2010           $84,100,000.00
     03/12/2010           $84,100,000.00
     04/12/2010           $84,100,000.00
     05/12/2010           $84,100,000.00
     06/12/2010           $84,100,000.00
     07/12/2010           $84,033,119.51
     08/12/2010           $82,638,000.00
     09/12/2010           $81,236,000.00
     10/12/2010           $79,713,000.00
     11/12/2010           $78,298,000.00
     12/12/2010           $76,762,000.00
     01/12/2011           $75,333,000.00
     02/12/2011           $73,897,000.00
     03/12/2011           $72,113,000.00
     04/12/2011           $70,662,000.00
     05/12/2011           $69,091,000.00
     06/12/2011           $67,626,000.00
     07/12/2011           $66,041,000.00
     08/12/2011           $64,561,000.00
     09/12/2011           $63,075,000.00
     10/12/2011           $62,075,000.00
     11/12/2011           $61,075,000.00
     12/12/2011           $60,075,000.00
     01/12/2012           $59,075,000.00
     02/12/2012           $57,999,000.00
     03/12/2012           $56,314,000.00
     04/12/2012           $54,839,000.00
     05/12/2012           $53,249,000.00
     06/12/2012           $50,474,000.00
     07/12/2012           $47,309,000.00
     08/12/2012           $45,808,000.00
     09/12/2012           $44,302,000.00
     10/12/2012           $42,682,000.00
     11/12/2012           $41,160,000.00
     12/12/2012           $39,526,000.00
     01/12/2013           $37,990,000.00
     02/12/2013           $36,446,000.00
     03/12/2013           $34,579,000.00
     04/12/2013           $33,020,000.00
     05/12/2013           $31,348,000.00

                                      A-1


 DISTRIBUTION DATE            BALANCE
 -----------------            -------
     06/12/2013           $29,773,000.00
     07/12/2013           $28,086,000.00
     08/12/2013           $26,496,000.00
     09/12/2013           $24,898,000.00
     10/12/2013           $23,189,000.00
     11/12/2013           $21,576,000.00
     12/12/2013           $19,851,000.00
     01/12/2014           $18,222,000.00
     02/12/2014           $16,585,000.00
     03/12/2014           $14,633,000.00
     04/12/2014           $12,979,000.00
     05/12/2014           $11,216,000.00
     06/12/2014            $9,545,000.00
     07/12/2014            $7,766,000.00
     08/12/2014            $3,226,000.00
     09/12/2014            $1,540,000.00
     10/12/2014                    $0.00



                                      A-2



                                   SCHEDULE B
                                   ----------

            Rates Used in Determination of Class X Pass-Through Rates

                         08/12/2005            5.48339%
                         09/12/2005            5.48333%
                         10/12/2005            5.32031%
                         11/12/2005            5.48320%
                         12/12/2005            5.32019%
                         01/12/2006            5.32013%
                         02/12/2006            5.32007%
                         03/12/2006            5.32036%
                         04/12/2006            5.48284%
                         05/12/2006            5.31988%
                         06/12/2006            5.48270%
                         07/12/2006            5.31975%
                         08/12/2006            5.48256%
                         09/12/2006            5.48249%
                         10/12/2006            5.31956%
                         11/12/2006            5.48233%
                         12/12/2006            5.31942%
                         01/12/2007            5.31933%
                         02/12/2007            5.31926%
                         03/12/2007            5.31958%
                         04/12/2007            5.48188%
                         05/12/2007            5.31901%
                         06/12/2007            5.48170%
                         07/12/2007            5.31886%
                         08/12/2007            5.48152%
                         09/12/2007            5.48143%
                         10/12/2007            5.31862%
                         11/12/2007            5.48124%
                         12/12/2007            5.31846%
                         01/12/2008            5.48105%
                         02/12/2008            5.31829%
                         03/12/2008            5.31837%
                         04/12/2008            5.48075%
                         05/12/2008            5.31803%
                         06/12/2008            5.48055%
                         07/12/2008            5.31786%
                         08/12/2008            5.48035%
                         09/12/2008            5.48025%
                         10/12/2008            5.31759%
                         11/12/2008            5.48004%
                         12/12/2008            5.31741%
                         01/12/2009            5.31731%
                         02/12/2009            5.31723%
                         03/12/2009            5.31765%
                         04/12/2009            5.47948%
                         05/12/2009            5.31692%
                         06/12/2009            5.47926%
                         07/12/2009            5.31673%
                         08/12/2009            5.47904%

                                       B-1


                         09/12/2009            5.47893%
                         10/12/2009            5.31644%
                         11/12/2009            5.47870%
                         12/12/2009            5.31624%
                         01/12/2010            5.31614%
                         02/12/2010            5.31604%
                         03/12/2010            5.31650%
                         04/12/2010            5.48305%
                         05/12/2010            5.33103%
                         06/12/2010            5.50230%
                         07/12/2010            5.33252%
                         08/12/2010            5.52162%
                         09/12/2010            5.52156%
                         10/12/2010            5.34502%
                         11/12/2010            5.52143%
                         12/12/2010            5.34489%
                         01/12/2011            5.34482%
                         02/12/2011            5.34475%
                         03/12/2011            5.34541%
                         04/12/2011            5.52107%
                         05/12/2011            5.34453%
                         06/12/2011            5.52093%
                         07/12/2011            5.34439%
                         08/12/2011            5.52078%
                         09/12/2011            5.52072%
                         10/12/2011            5.34418%
                         11/12/2011            5.53169%
                         12/12/2011            5.35482%
                         01/12/2012            5.53149%
                         02/12/2012            5.35462%
                         03/12/2012            5.36433%
                         04/12/2012            5.54061%
                         05/12/2012            5.36354%
                         06/12/2012            5.54045%
                         07/12/2012            5.36333%
                         08/12/2012            5.54026%
                         09/12/2012            5.54017%
                         10/12/2012            5.36308%
                         11/12/2012            5.53998%
                         12/12/2012            5.36289%
                         01/12/2013            5.36279%
                         02/12/2013            5.36269%
                         03/12/2013            5.36344%
                         04/12/2013            5.53946%
                         05/12/2013            5.36238%
                         06/12/2013            5.53926%
                         07/12/2013            5.36217%


                                       B-2



                         MORGAN STANLEY CAPITAL I INC.,
                                    DEPOSITOR

                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                     (ISSUABLE IN SERIES BY SEPARATE TRUSTS)
                                 ---------------

         Morgan Stanley Capital I Inc. will periodically offer certificates in
one or more series and each series of certificates will represent beneficial
ownership interests in a different trust fund.

         EACH TRUST FUND WILL CONSIST PRIMARILY OF ONE OR MORE SEGREGATED POOLS
OF:

         1) multifamily or commercial mortgage loans;

         2) mortgage participations, mortgage pass-through certificates or
            mortgage-backed securities;

         3) direct obligations of the United States or other governmental
            agencies; or

         4) any combination of the 1-3, above, as well as other property as
            described in the accompanying prospectus supplement.

     The certificates of any series may consist of one or more classes. A given
class may:

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

         o   be senior or subordinate to one or more other classes in respect of
             distributions;

         o   be entitled to principal distributions, with disproportionately
             low, nominal or no interest distributions;

         o   be entitled to interest distributions, with disproportionately low,
             nominal or no principal distributions;

         o   provide for distributions of accrued interest commencing only
             following the occurrence of certain events, such as the retirement
             of one or more other classes;

         o   provide for sequential distributions of principal;

         o   provide for distributions based on a combination of any of the
             foregoing characteristics; or any combination of the above.

     INVESTING IN THE CERTIFICATES OFFERED TO YOU INVOLVES RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 9 IN THIS PROSPECTUS AND ON PAGE S-31 OF THE RELATED
PROSPECTUS SUPPLEMENT.

     This prospectus may be used to offer and sell any series of certificates
only if accompanied by the prospectus supplement for that series. The
information in this prospectus is not complete and may be changed. This
prospectus is not an offer to sell these securities in any state where the offer
or sale is not permitted.

     The Securities and Exchange Commission and state securities regulators have
not approved or disapproved of the certificates to be offered to you or
determined if this prospectus or the accompanying prospectus supplement are
truthful or complete. Any representation to the contrary is a criminal offense.

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

                                 MORGAN STANLEY
                   The date of this Prospectus is June 7, 2005





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

     Information about the certificates being offered to you is contained in two
separate documents that progressively provide more detail: (a) this prospectus,
which provides general information, some of which may not apply to a particular
series of certificates; and (b) the accompanying prospectus supplement, which
describes the specific terms of your series of certificates, including:

         o   the timing of interest and principal payments;

         o   applicable interest rates;

         o   information about the trust fund's assets;

         o   information about any credit support or cash flow agreement;

         o   the rating for each class of certificates;

         o   information regarding the nature of any subordination;

         o   any circumstance in which the trust fund may be subject to early
             termination;

         o   whether any elections will be made to treat the trust fund or a
             designated portion thereof as a "real estate mortgage investment
             conduit" for federal income tax purposes;

         o   the aggregate principal amount of each class of certificates;

         o   information regarding any master servicer, sub-servicer or special
             servicer; and

         o   whether the certificates will be initially issued in definitive or
             book entry form.

     IF THE TERMS OF THE CERTIFICATES OFFERED TO YOU VARY BETWEEN THIS
PROSPECTUS AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT, YOU SHOULD RELY ON THE
INFORMATION IN THE PROSPECTUS SUPPLEMENT. Further, you should rely only on the
information contained in this prospectus and the accompanying prospectus
supplement. Morgan Stanley Capital I Inc. has not authorized anyone to provide
you with information that is different.

     Distributions on the certificates will be made only from the assets of the
related trust fund. The certificates of each series will not be an obligation of
Morgan Stanley Capital I Inc. or any of its affiliates. Neither the certificates
nor any assets in the related trust fund will be insured or guaranteed by any
governmental agency or instrumentality or any other person unless the related
prospectus supplement so provides.

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

     Morgan Stanley Capital I Inc.'s principal executive office is located at
1585 Broadway, 37th Floor, New York, New York 10036, and the telephone number is
(212) 761-4000.

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

     Until 90 days after the date of each prospectus supplement, all dealers
that buy, sell or trade the certificates offered by that prospectus supplement,
whether or not participating in the offering, may be required to deliver a
prospectus supplement and this prospectus. This is in addition to the dealers'
obligation to deliver a prospectus supplement and the accompanying prospectus
when acting as underwriters and with respect to their unsold allotments or
subscriptions.





                                TABLE OF CONTENTS


<TABLE>

                                                                                                                PAGE

Important Notice About Information Presented In This Prospectus And The Accompanying Prospectus Supplement.......II
Summary Of Prospectus.............................................................................................1
Risk Factors......................................................................................................9
Description Of The Trust Funds...................................................................................23
     Assets......................................................................................................23
     Mortgage Loans..............................................................................................23
     Mortgage Backed Securities..................................................................................28
     Government Securities.......................................................................................29
     Accounts....................................................................................................29
     Credit Support..............................................................................................29
     Cash Flow Agreements........................................................................................30
Use Of Proceeds..................................................................................................30
Yield Considerations.............................................................................................30
     General.....................................................................................................30
     Pass-Through Rate...........................................................................................30
     Timing of Payment of Interest...............................................................................31
     Payments of Principal; Prepayments..........................................................................31
     Prepayments--Maturity and Weighted Average Life.............................................................32
     Other Factors Affecting Weighted Average Life...............................................................33
The Depositor....................................................................................................33
Description Of The Certificates..................................................................................34
     General.....................................................................................................34
     Distributions...............................................................................................34
     Available Distribution Amount...............................................................................35
     Distributions of Interest on the Certificates...............................................................35
     Distributions of Principal of the Certificates..............................................................36
     Components..................................................................................................37
     Distributions on the Certificates of Prepayment Premiums or in Respect of Equity Participations.............37
     Allocation of Losses and Shortfalls.........................................................................37
     Advances in Respect of Delinquencies........................................................................37
     Reports to Certificateholders...............................................................................38
     Termination.................................................................................................40
     Book-Entry Registration and Definitive Certificates.........................................................41
Description Of The Agreements....................................................................................42
     Assignment of Assets; Repurchases...........................................................................43
     Representations and Warranties; Repurchases.................................................................44
     Certificate Account and Other Collection Accounts...........................................................45
     Collection and Other Servicing Procedures...................................................................49
     Subservicers................................................................................................50
     Special Servicers...........................................................................................50
     Realization Upon Defaulted Whole Loans......................................................................50
     Hazard Insurance Policies...................................................................................52
     Rental Interruption Insurance Policy........................................................................54
     Fidelity Bonds and Errors and Omissions Insurance...........................................................54
     Due-on-Sale and Due-on-Encumbrance Provisions...............................................................54
     Retained Interest; Servicing Compensation and Payment of Expenses...........................................54
     Evidence as to Compliance...................................................................................55
     Matters Regarding a Master Servicer and the Depositor.......................................................55
     Events of Default...........................................................................................56
     Rights Upon Event of Default................................................................................57



                                      -i-




     Amendment...................................................................................................58
     The Trustee.................................................................................................58
     Duties of the Trustee.......................................................................................58
     Matters Regarding the Trustee...............................................................................59
     Resignation and Removal of the Trustee......................................................................59
Description Of Credit Support....................................................................................59
     General.....................................................................................................59
     Subordinate Certificates....................................................................................60
     Cross-Support Provisions....................................................................................60
     Insurance or Guarantees for the Whole Loans.................................................................61
     Letter of Credit............................................................................................61
     Insurance Policies and Surety Bonds.........................................................................61
     Reserve Funds...............................................................................................61
     Credit Support for MBS......................................................................................62
Legal Aspects Of The Mortgage Loans And The Leases...............................................................62
     General.....................................................................................................62
     Types of Mortgage Instruments...............................................................................62
     Interest in Real Property...................................................................................63
     Leases and Rents............................................................................................63
     Personalty..................................................................................................64
     Foreclosure.................................................................................................64
     Bankruptcy Laws.............................................................................................68
     Junior Mortgages; Rights of Senior Lenders or Beneficiaries.................................................71
     Environmental Legislation...................................................................................72
     Due-on-Sale and Due-on-Encumbrance..........................................................................74
     Subordinate Financing.......................................................................................75
     Default Interest, Prepayment Premiums and Prepayments.......................................................75
     Acceleration on Default.....................................................................................75
     Applicability of Usury Laws.................................................................................76
     Laws and Regulations; Types of Mortgaged Properties.........................................................76
     Americans With Disabilities Act.............................................................................76
     Servicemembers Civil Relief Act.............................................................................77
     Forfeitures in Drug, RICO and Patriot Act Proceedings.......................................................77
Federal Income Tax Consequences..................................................................................77
     General.....................................................................................................78
     Grantor Trust Funds.........................................................................................78
     REMICs......................................................................................................86
     Prohibited Transactions and Other Taxes....................................................................100
     Liquidation and Termination................................................................................101
     Administrative Matters.....................................................................................101
     Tax-Exempt Investors.......................................................................................101
     Residual Certificate Payments--Non-U.S. Persons............................................................102
     Tax Related Restrictions on Transfers of REMIC Residual Certificates.......................................102
State and Local Tax Considerations..............................................................................105
ERISA Considerations............................................................................................105
     General....................................................................................................105
     Prohibited Transactions....................................................................................105
     Review by Plan Fiduciaries.................................................................................107
Legal Investment................................................................................................108
Plan Of Distribution............................................................................................109
Legal Matters...................................................................................................111
Financial Information...........................................................................................111
Rating..........................................................................................................111
Incorporation Of Information By Reference.......................................................................111
Glossary Of Terms...............................................................................................112
</TABLE>

                                      -ii-




                              SUMMARY OF PROSPECTUS

This summary highlights 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 AN OFFERING OF CERTIFICATES, READ
THIS ENTIRE DOCUMENT AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT CAREFULLY.


                                WHAT YOU WILL OWN

<TABLE>


TITLE OF CERTIFICATES..................... Mortgage Pass-Through Certificates, issuable in series.

MORTGAGE POOL............................. Each trust fund will consist primarily of one or more segregated pools of:

                                           (1) multifamily or commercial mortgage loans;

                                           (2) mortgage participations, mortgage pass-through certificates or
                                               mortgage-backed securities;

                                           (3) direct obligations of the United States or other governmental
                                               agencies; or

                                           (4) any combination of 1-3 above, as well as other property as
                                               described in the accompanying prospectus supplement.

                                           as to some or all of the mortgage loans, assignments of the leases
                                           of the related mortgaged properties or assignments of the rental
                                           payments due under those leases.

                                           Each trust fund for a series of certificates may also include:

                                           o   letters of credit, insurance policies, guarantees, reserve
                                               funds or other types of credit support; and

                                           o   currency or interest rate exchange agreements and other
                                               financial assets.


                           RELEVANT PARTIES AND DATES

ISSUER.................................... Morgan Stanley Capital I 200__-__ Trust.

DEPOSITOR................................. Morgan Stanley Capital I Inc., a wholly-owned subsidiary of Morgan
                                           Stanley.

MASTER SERVICER........................... The master servicer, if any, for each series of certificates will
                                           be named in the related prospectus supplement. The master servicer
                                           may be an affiliate of Morgan Stanley Capital I Inc.

SPECIAL SERVICER.......................... The special servicer, if any, for each series of certificates will
                                           be named, or the circumstances in accordance with which a special
                                           servicer will be appointed will be described, in the related
                                           prospectus supplement. The special servicer may be an affiliate of
                                           Morgan Stanley Capital I Inc.

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

ORIGINATOR................................ The originator or originators of the mortgage loans will be named
                                           in the related prospectus supplement. An originator may be an
                                           affiliate of Morgan Stanley Capital I Inc. Morgan Stanley Capital I
                                           Inc. will purchase the





                                           mortgage loans or the mortgage backed securities or both, on or
                                           before the issuance of the related series of certificates.


                       INFORMATION ABOUT THE MORTGAGE POOL

THE TRUST FUND ASSETS..................... Each series of certificates will represent in the aggregate the
                                           entire beneficial ownership interest in a trust fund consisting
                                           primarily of:

        (A)  MORTGAGE ASSETS.............. The mortgage loans and the mortgage backed securities, or one or
                                           the other, with respect to each series of certificates will consist
                                           of a pool of:

                                           o   multifamily or commercial mortgage loans or both;

                                           o   mortgage participations, mortgage pass-through certificates or
                                               other mortgage-backed securities evidencing interests in or
                                               secured by mortgage loans; or

                                           o   a combination of mortgage loans and mortgage backed securities.

                                           The mortgage loans will not be guaranteed or insured by:

                                           o   Morgan Stanley Capital I Inc. or any of its affiliates; or

                                           o   unless the prospectus supplement so provides, any governmental
                                               agency or instrumentality or other person.

                                           The mortgage loans will be secured by first liens or junior liens on, or
                                           security interests in:

                                           o   residential properties consisting of five or more rental or
                                               cooperatively-owned dwelling units; or

                                           o   office buildings, shopping centers, retail stores, hotels or
                                               motels, nursing homes, hospitals or other health-care related
                                               facilities, mobile home parks, warehouse facilities,
                                               mini-warehouse facilities or self-storage facilities,
                                               industrial plants, congregate care facilities, mixed use
                                               commercial properties or other types of commercial properties.

                                           Unless otherwise provided in the prospectus supplement, the mortgage
                                           loans:

                                           o   will be secured by properties located in any of the fifty
                                               states, the District of Columbia or the Commonwealth of Puerto
                                               Rico;

                                           o   will have individual principal balances at origination of at
                                               least $25,000;

                                           o   will have original terms to maturity of not more than 40 years;
                                               and

                                           o   will be originated by persons other than Morgan Stanley Capital
                                               I Inc.

                                           Each mortgage loan may provide for the following payment terms:

                                           o   Each mortgage loan may provide for no accrual of interest or
                                               for accrual of interest at a fixed or adjustable rate or at a
                                               rate that may be converted from adjustable to fixed, or vice
                                               versa, from time to



                                                     -2-



                                               time at the borrower's election. Adjustable
                                               mortgage rates may be based on one or more indices.

                                           o   Each mortgage loan may provide for scheduled payments to
                                               maturity or payments that adjust from time to time to
                                               accommodate changes in the interest rate or to reflect the
                                               occurrence of certain events.

                                           o   Each mortgage loan may provide for negative amortization or
                                               accelerated amortization.

                                           o   Each mortgage loan may be fully amortizing or require a balloon
                                               payment due on the loan's stated maturity date.

                                           o   Each mortgage loan may contain prohibitions on prepayment or
                                               require payment of a premium or a yield maintenance penalty in
                                               connection with a prepayment.

                                           o   Each mortgage loan may provide for payments of principal,
                                               interest or both, on due dates that occur monthly, quarterly,
                                               semi-annually or at another interval as specified in the
                                               related prospectus supplement.

         (B) GOVERNMENT SECURITIES........ If the related prospectus supplement so specifies, the trust fund
                                           may include direct obligations of the United States, agencies of
                                           the United States or agencies created by government entities which
                                           provide for payment of interest or principal or both.

         (C) COLLECTION ACCOUNTS.......... Each trust fund will include one or more accounts established and
                                           maintained on behalf of the certificateholders. The person(s)
                                           designated in the related prospectus supplement will, to the extent
                                           described in this prospectus and the prospectus supplement, deposit
                                           into this account all payments and collections received or advanced
                                           with respect to the trust fund's assets. The collection account may
                                           be either interest bearing or non-interest bearing, and funds may
                                           be held in the account as cash or invested in short-term,
                                           investment grade obligations.

         (D) CREDIT SUPPORT............... If the related prospectus supplement so specifies, one or more
                                           classes of certificates may be provided with partial or full
                                           protection against certain defaults and losses on a trust fund's
                                           mortgage loans and mortgage backed securities.

                                           This protection may be provided by one or more of the following
                                           means:

                                           o   subordination of one or more other classes of certificates,

                                           o   letter of credit,

                                           o   insurance policy,

                                           o   guarantee,

                                           o   reserve fund or

                                           o   another type of credit support, or a combination thereof.

                                           The related prospectus supplement will describe the amount and
                                           types of credit support, the entity providing the credit support,
                                           if applicable, and



                                                     -3-



                                           related information. If a particular trust fund includes mortgage
                                           backed securities, the related prospectus supplement will describe
                                           any similar forms of credit support applicable to those mortgage
                                           backed securities.

         (E) CASH FLOW AGREEMENTS......... If the related prospectus supplement so provides, the trust fund
                                           may include guaranteed investment contracts pursuant to which
                                           moneys held in the collection accounts will be invested at a
                                           specified rate. The trust fund also may include agreements designed
                                           to reduce the effects of interest rate or currency exchange rate
                                           fluctuations on the trust fund's assets or on one or more classes
                                           of certificates.

                                           Agreements of this sort may include:

                                           o   interest rate exchange agreements,

                                           o   interest rate cap or floor agreements,

                                           o   currency exchange agreements or similar agreements. Currency
                                               exchange agreements might be included in a trust fund if some
                                               or all of the mortgage loans or mortgage backed securities,
                                               such as mortgage loans secured by mortgaged properties located
                                               outside the United States, are denominated in a non-United
                                               States currency.

                                           The related prospectus supplement will describe the principal terms
                                           of any guaranteed investment contract or other agreement and
                                           provide information with respect to the obligor. If a particular
                                           trust fund includes mortgage backed securities, the related
                                           prospectus supplement will describe any guaranteed investment
                                           contract or other agreements applicable to those mortgage backed
                                           securities.

DISTRIBUTIONS ON CERTIFICATES............  Each series of certificates will have the following characteristics:

                                           o   if the certificates evidence an interest in a trust fund that
                                               includes mortgage loans, the certificates will be issued
                                               pursuant to a pooling agreement;

                                           o   if the certificates evidence an interest in a trust fund that
                                               does not include mortgage loans, the certificates will be
                                               issued pursuant to a trust agreement;

                                           o   each series of certificates will include one or more classes of
                                               certificates;

                                           o   each series of certificates, including any class or classes not
                                               offered by this prospectus, will represent, in the aggregate,
                                               the entire beneficial ownership interest in the related trust
                                               fund;

                                           o   each class of certificates being offered to you, other than
                                               certain stripped interest certificates, will have a stated
                                               principal amount;

                                           o   each class of certificates being offered to you, other than
                                               certain stripped principal certificates, will accrue interest
                                               based on a fixed, variable or adjustable interest rate.

                                           The related prospectus supplement will specify the principal
                                           amount, if any, and the interest rate, if any, for each class of
                                           certificates. In the case of a variable or adjustable interest
                                           rate, the related prospectus supplement will specify the method for
                                           determining the rate.



                                                     -4-



                                           The certificates will not be guaranteed or insured by Morgan
                                           Stanley Capital I Inc. or any of its affiliates. The certificates
                                           also will not be guaranteed or insured by any governmental agency
                                           or instrumentality or by any other person, unless the related
                                           prospectus supplement so provides.

         (A) INTEREST..................... Each class of certificates offered to you, other than stripped
                                           principal certificates and certain classes of stripped interest
                                           certificates, will accrue interest at the rate indicated in the
                                           prospectus supplement. Interest will be distributed to you as
                                           provided in the related prospectus supplement.

                                           Interest distributions:

                                           o   on stripped interest certificates may be made on the basis of
                                               the notional amount for that class, as described in the related
                                               prospectus supplement;

                                           o   may be reduced to the extent of certain delinquencies, losses,
                                               prepayment interest shortfalls, and other contingencies
                                               described in this prospectus and the related prospectus
                                               supplement.

         (B) PRINCIPAL.................... The certificates of each series initially will have an aggregate
                                           principal balance no greater than the outstanding principal balance
                                           of the trust fund's assets as of the close of business on the first
                                           day of the month during which the trust fund is formed, after
                                           application of scheduled payments due on or before that date,
                                           whether or not received. The related prospectus supplement may
                                           provide that the principal balance of the trust fund's assets will
                                           be determined as of a different date. The principal balance of a
                                           certificate at a given time represents the maximum amount that the
                                           holder is then entitled to receive of principal from future cash
                                           flow on the assets in the related trust fund.

                                           Unless the prospectus supplement provides otherwise, distributions
                                           of principal:

                                           o   will be made on each distribution date to the holders of the
                                               class or classes of certificates entitled to principal
                                               distributions, until the principal balances of those
                                               certificates have been reduced to zero; and

                                           o   will be made on a pro rata basis among all of the certificates
                                               of a given class or by random selection, as described in the
                                               prospectus supplement or otherwise established by the trustee.

                                           Stripped interest or interest-only certificates will not have a
                                           principal balance and will not receive distributions of principal.

ADVANCES.................................. Unless the related prospectus supplement otherwise provides, if a
                                           scheduled payment on a mortgage loan is delinquent and the master
                                           servicer determines that an advance would be recoverable, the
                                           master servicer will, in most cases, be required to advance the
                                           shortfall. Neither Morgan Stanley Capital I Inc. nor any of its
                                           affiliates will have any responsibility to make those advances.




                                                     -5-




                                           The master servicer:

                                           o   will be reimbursed for advances from subsequent recoveries from
                                               the delinquent mortgage loan or from other sources, as
                                               described in this prospectus and the related prospectus
                                               supplement; and

                                           o   will be entitled to interest on advances, if specified in the
                                               related prospectus supplement.

                                           If a particular trust fund includes mortgage backed securities, the
                                           prospectus supplement will describe any advance obligations
                                           applicable to those mortgage backed securities.

TERMINATION............................... The related prospectus supplement may provide for the optional
                                           early termination of the series of certificates through repurchase
                                           of the trust fund's assets by a specified party, under specified
                                           circumstances.

                                           The related prospectus supplement may provide for the early
                                           termination of the series of certificates in various ways
                                           including:

                                           o   optional early termination where a party identified in the
                                               prospectus supplement could repurchase the trust fund assets
                                               pursuant to circumstances specified in the prospectus
                                               supplement;

                                           o   termination through the solicitation of bids for the sale of
                                               all or a portion of the trust fund assets in the event the
                                               principal amount of a specified class or classes declines by a
                                               specified percentage amount on or after a specified date.

REGISTRATION OF CERTIFICATES.............. If the related prospectus supplement so provides, one or more
                                           classes of the certificates being offered to you will initially be
                                           represented by one or more certificates registered in the name of
                                           Cede & Co., as the nominee of Depository Trust Company. If the
                                           certificate you purchase is registered in the name of Cede & Co.,
                                           you will not be entitled to receive a definitive certificate,
                                           except under the limited circumstances described in this
                                           prospectus.

TAX STATUS OF THE CERTIFICATES............ The certificates of each series will constitute either:

                                           o   regular interests and residual interests in a trust treated as
                                               a real estate mortgage investment conduit--known as a
                                               REMIC--undeR Sections 860A through 860G of the Internal Revenue
                                               Code; or

                                           o   interests in a trust treated as a grantor trust under
                                               applicable provisions of the Internal Revenue Code.

         (A) REMIC........................ The regular certificates of the REMIC generally will be treated as
                                           debt obligations of the applicable REMIC for federal income tax
                                           purposes. Some of the regular certificates of the REMIC may be
                                           issued with original issue discount for federal income tax
                                           purposes.

                                           A portion or, in certain cases, all of the income from REMIC
                                           residual certificates:

                                           o   may not be offset by any losses from other activities of the
                                               holder of those certificates;




                                                     -6-



                                           o   may be treated as unrelated business taxable income for holders
                                               of the residual certificates of the REMIC that are subject to
                                               tax on unrelated business taxable income, as defined in Section
                                               511 of the Internal Revenue Code; and

                                           o   may be subject to U.S. withholding tax.

                                           To the extent described in this prospectus and the related
                                           prospectus supplement, the certificates offered to you will be
                                           treated as:

                                           o   assets described in section 7701(a)(19)(C) of the Internal
                                               Revenue Code; and

                                           o   "real estate assets" within the meaning of sections
                                               856(c)(4)(A) and 856(c)(5)(B) of the Internal Revenue Code.


         (B) GRANTOR TRUST................ If no election is made to treat the trust fund relating to a series
                                           of certificates as a REMIC, the trust fund will be classified as a
                                           grantor trust and not as an association taxable as a corporation
                                           for federal income tax purposes. If the trust fund is a grantor
                                           trust, you will be treated as an owner of an undivided pro rata
                                           interest in the mortgage pool or pool of securities and any other
                                           assets held by the trust fund. In certain cases the certificates
                                           may represent interests in a portion of a trust fund as to which
                                           one or more REMIC elections, as described above, are also made.

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

ERISA CONSIDERATIONS...................... If you are subject to Title I of the Employee Retirement Income
                                           Security Act of 1974, as amended--also known as ERISA, or Section
                                           4975 of the Internal Revenue Code, you should carefully review with
                                           your legal advisors whether the purchase or holding of certificates
                                           could give rise to a transaction that is prohibited or is not
                                           otherwise permissible under either statute.

                                           In general, the related prospectus supplement will specify that
                                           some of the classes of certificates may not be transferred unless
                                           the trustee and Morgan Stanley Capital I Inc. receive a letter of
                                           representations or an opinion of counsel to the effect that:

                                           o   the transfer will not result in a violation of the prohibited
                                               transaction provisions of ERISA or the Internal Revenue Code;

                                           o   the transfer will not cause the assets of the trust fund to be
                                               deemed "plan assets" for purposes of ERISA or the Internal
                                               Revenue Code; and

                                           o   the transfer will not subject any of the trustee, Morgan
                                               Stanley Capital I Inc. or any servicer to additional
                                               obligations.

LEGAL INVESTMENT.......................... The related prospectus supplement will specify whether any classes
                                           of the offered 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



                                                     -7-



                                           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 the sale of the
                                           offered certificates.

RATING.................................... At the date of issuance, each class of certificates of each series
                                           that are offered to you will be rated not lower than investment
                                           grade by one or more nationally recognized statistical rating
                                           agencies.
</TABLE>










                                                     -8-




                                  RISK FACTORS

     You should carefully consider the risks involved in owning a certificate
before purchasing a certificate. In particular, the timing and payments you
receive on your certificates will depend on payments received on and other
recoveries with respect to the mortgage loans. Therefore, you should carefully
consider the risk factors relating to the mortgage loans and the mortgaged
properties.

     The risks and uncertainties described below under Risk Factors, together
with those described in the related prospectus supplement under Risk Factors,
summarize the material risks relating to your certificates.

THE LACK OF A SECONDARY MARKET
MAY MAKE IT DIFFICULT FOR YOU
TO RESELL YOUR CERTIFICATES        Secondary market considerations may make your
                                   certificates difficult to resell or less
                                   valuable than you anticipated for a variety
                                   of reasons, including:

                                   o  there may not be a secondary market for
                                      the certificates;

                                   o  if a secondary market develops, we cannot
                                      assure you that it will continue or will
                                      provide you with the liquidity of
                                      investment you may have anticipated. Lack
                                      of liquidity could result in a substantial
                                      decrease in the market value of your
                                      certificates;

                                   o  the market value of your certificates will
                                      fluctuate with changes in interest rates;

                                   o  the secondary market for certificates
                                      backed by residential mortgages may be
                                      more liquid than the secondary market for
                                      certificates backed by multifamily and
                                      commercial mortgages so if your liquidity
                                      assumptions were based on the secondary
                                      market for certificates backed by
                                      residential mortgages, your assumptions
                                      may not be correct;

                                   o  certificateholders have no redemption
                                      rights; and

                                   o  secondary market purchasers are limited to
                                      this prospectus, the related prospectus
                                      supplement and to the reports delivered to
                                      certificateholders for information
                                      concerning the certificates.

                                   Morgan Stanley & Co. Incorporated currently
                                   expects to make a secondary market in your
                                   certificates, but it has no obligation to do
                                   so.

THE TRUST FUND'S ASSETS MAY
BE INSUFFICIENT TO ALLOW
FOR REPAYMENT IN FULL ON
YOUR CERTIFICATES                  Unless the related prospectus supplement so
                                   specifies, the sole source of payment on your
                                   certificates will be proceeds from the assets
                                   included in the trust fund for each series of
                                   certificates and any form of credit
                                   enhancement specified in the related
                                   prospectus supplement. You will not have any
                                   claim against, or security interest in, the
                                   trust fund for any other series. In addition,
                                   in general, there is no recourse to Morgan
                                   Stanley Capital I Inc. or any other entity,
                                   and neither the certificates nor the
                                   underlying mortgage loans are guaranteed or
                                   insured by any governmental agency or
                                   instrumentality or any other entity.
                                   Therefore, if the trust fund's assets are
                                   insufficient to pay you your



                                      -9-



                                   expected return, in most situations you will
                                   not receive payment from any other source.
                                   Exceptions include:

                                   o   loan repurchase obligations in connection
                                       with a breach of certain of the
                                       representations and warranties; and

                                   o   advances on delinquent loans, to the
                                       extent the master servicer deems the
                                       advance will be recoverable.

                                   Because some of the representations and
                                   warranties with respect to the mortgage loans
                                   or mortgage backed securities may have been
                                   made or assigned in connection with transfers
                                   of the mortgage loans or mortgage backed
                                   securities prior to the closing date, the
                                   rights of the trustee and the
                                   certificateholders with respect to those
                                   representations or warranties will be limited
                                   to their rights as assignees. Unless the
                                   related prospectus supplement so specifies,
                                   neither Morgan Stanley Capital I Inc., the
                                   master servicer nor any affiliate thereof
                                   will have any obligation with respect to
                                   representations or warranties made by any
                                   other entity.

                                   There may be accounts, as described in the
                                   related prospectus supplement, maintained as
                                   credit support. The amounts in these accounts
                                   may be withdrawn, under conditions described
                                   in the related prospectus supplement. Any
                                   withdrawn amounts will not be available for
                                   the future payment of principal or interest
                                   on the certificates.

                                   If a series of certificates consists of one
                                   or more classes of subordinate certificates,
                                   the amount of any losses or shortfalls in
                                   collections of assets on any distribution
                                   date will be borne first by one or more
                                   classes of the subordinate certificates, as
                                   described in the related prospectus
                                   supplement. Thereafter, those losses or
                                   shortfalls will be borne by the remaining
                                   classes of certificates, in the priority and
                                   manner and subject to the limitations
                                   specified in the related prospectus
                                   supplement.

PREPAYMENTS AND REPURCHASES
MAY REDUCE THE YIELD ON YOUR
CERTIFICATES                       The yield on your certificates may be reduced
                                   by prepayments on the mortgage loans or
                                   mortgage backed securities because
                                   prepayments affect the average life of the
                                   certificates. Prepayments can be voluntary,
                                   if permitted, and involuntary, such as
                                   prepayments resulting from casualty or
                                   condemnation, defaults and liquidations or
                                   repurchases upon breaches of representations
                                   and warranties. The investment performance of
                                   your certificates may vary materially and
                                   adversely from your expectation if the actual
                                   rate of prepayment is higher or lower than
                                   you anticipated.

                                   Voluntary prepayments may require the payment
                                   of a yield maintenance or prepayment premium.
                                   Nevertheless, we cannot assure you that the
                                   existence of the prepayment premium will
                                   cause a borrower to refrain from prepaying
                                   its mortgage loan nor can we assure you of
                                   the rate at which prepayments will occur.
                                   Morgan Stanley Mortgage Capital Inc., under
                                   certain circumstances, may be required to
                                   repurchase a mortgage loan from the trust
                                   fund if there has been a breach of a
                                   representation or warranty. The repurchase
                                   price paid will be passed through to you, as
                                   a certificateholder, with the same effect as
                                   if the mortgage loan had been prepaid in part
                                   or in full, except that no prepayment premium
                                   or yield maintenance charge would be payable.




                                      -10-



                                   Such a repurchase may therefore adversely
                                   affect the yield to maturity on your
                                   certificates.

                                   In a pool of mortgage loans, the rate of
                                   prepayment is unpredictable as it is
                                   influenced by a variety of factors including:

                                   o   the terms of the mortgage loans;

                                   o   the length of any prepayment lockout
                                       period;

                                   o   the prevailing interest rates;

                                   o   the availability of mortgage credit;

                                   o   the applicable yield maintenance charges
                                       or prepayment premiums;

                                   o   the servicer's ability to enforce those
                                       yield maintenance charges or prepayment
                                       premiums;

                                   o   the occurrence of casualties or natural
                                       disasters; and

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

                                   There can be no assurance that the rate of
                                   prepayments will conform to any model
                                   described in this prospectus or in the
                                   related prospectus supplement.

                                   Some of the certificates may be more
                                   sensitive to prepayments than other
                                   certificates and in certain cases, the
                                   certificateholder holding these certificates
                                   may fail to recoup its original investment.
                                   You should carefully consider the specific
                                   characteristics of the certificates you
                                   purchase, as well as your investment approach
                                   and strategy. For instance, if you purchase a
                                   certificate at a premium, a prepayment may
                                   reduce the stream of interest payments you
                                   are entitled to receive on your certificate
                                   and your actual yield may be lower than your
                                   anticipated yield. Similarly, if you purchase
                                   a certificate which provides for the payment
                                   of interest only, or a certificate which
                                   provides for the payment of interest only
                                   after the occurrence of certain events, such
                                   as the retirement of one or more other
                                   classes of certificates of a series, you will
                                   probably be extremely sensitive to
                                   prepayments because a prepayment may reduce
                                   the stream of interest payments you are
                                   entitled to receive on your certificate.

IF PREPAYMENT PREMIUMS
ARE NOT ENFORCED, YOUR
CERTIFICATES MAY BE
ADVERSELY AFFECTED                 The yield on your certificates may be less
                                   than anticipated because the prepayment
                                   premium or yield maintenance required under
                                   certain prepayment scenarios may not be
                                   enforceable in some states or under federal
                                   bankruptcy laws.

                                   o   Some courts may consider the prepayment
                                       premium to be usurious.

                                   o   Even if the prepayment premium is
                                       enforceable, we cannot assure you that
                                       foreclosure proceeds will be sufficient
                                       to pay the prepayment premium.



                                      -11-



                                   o   Although the collateral substitution
                                       provisions related to defeasance are not
                                       suppose to be treated as a prepayment and
                                       should not affect your certificates, we
                                       cannot assure you that a court will not
                                       interpret the defeasance provisions as
                                       requiring a prepayment premium; nor can
                                       we assure you that if it is treated as a
                                       prepayment premium, the court will find
                                       the defeasance income stream enforceable.

THE TIMING OF MORTGAGE LOAN
AMORTIZATION MAY ADVERSELY
AFFECT PAYMENT ON YOUR
CERTIFICATES                       As principal payments or prepayments are made
                                   on a mortgage loan, the mortgage pool will be
                                   exposed to concentration risks with respect
                                   to the diversity of mortgaged properties,
                                   types of mortgaged properties and number of
                                   borrowers. Classes that have a later
                                   sequential designation or a lower payment
                                   priority are more likely to be exposed to
                                   these concentration risks than are classes
                                   with an earlier sequential designation or
                                   higher priority. This is so because principal
                                   on the certificates will be payable in
                                   sequential order, and no class entitled to a
                                   distribution of principal will receive its
                                   principal until the principal amount of the
                                   preceding class or classes entitled to
                                   receive principal have been reduced to zero.

RATINGS DO NOT GUARANTY
PAYMENT                            Any rating assigned by a rating agency to a
                                   class of certificates reflects the rating
                                   agency's assessment of the likelihood that
                                   holders of the class of certificates will
                                   receive the payments to which they are
                                   entitled.

                                   o   The ratings do not assess the likelihood
                                       that you will receive timely payments on
                                       your certificates.

                                   o   The ratings do not assess the likelihood
                                       of prepayments, including those caused by
                                       defaults.

                                   o   The ratings do not assess the likelihood
                                       of early optional termination of the
                                       certificates.

                                   Each rating agency rating classes of a
                                   particular series will determine the amount,
                                   type and nature of credit support required
                                   for that series. This determination may be
                                   based on an actuarial analysis of the
                                   behavior of mortgage loans in a larger group
                                   taking into account the appraised value of
                                   the real estate and the commercial and
                                   multifamily real estate market.

                                   o   We cannot assure you that the historical
                                       data supporting the actuarial analysis
                                       will accurately reflect or predict the
                                       rate of delinquency, foreclosure or loss
                                       that will be experienced by the mortgage
                                       loans in a particular series.

                                   o   We cannot assure you that the appraised
                                       value of any property securing a mortgage
                                       loan in a particular series will remain
                                       stable throughout the life of your
                                       certificate.

                                   o   We cannot assure you that the real estate
                                       market will not experience an overall
                                       decline in property values nor can we
                                       assure you that the outstanding balance
                                       of any mortgage loan in a



                                      -12-



                                       particular series will always be less
                                       than the market value of the property
                                       securing the mortgage loan.

RATINGS DO NOT GUARANTY VALUE      If one or more rating agencies downgrade
                                   certificates of a series, your certificate
                                   will decrease in value. Because none of
                                   Morgan Stanley Capital I Inc., the seller,
                                   the master servicer, the trustee or any
                                   affiliate has any obligation to maintain a
                                   rating of a class of certificates, you will
                                   have no recourse if your certificate
                                   decreases in value.

CASH FLOW FROM THE PROPERTIES
MAY BE VOLATILE AND INSUFFICIENT
TO ALLOW TIMELY PAYMENT ON
YOUR CERTIFICATES                  Repayment of a commercial or multifamily
                                   mortgage loan is dependent on the income
                                   produced by the property. Therefore, the
                                   borrower's ability to repay a mortgage loan
                                   depends primarily on the successful operation
                                   of the property and the net operating income
                                   derived from the property. Net operating
                                   income can be volatile and may be adversely
                                   affected by factors such as:

                                   o   economic conditions causing plant
                                       closings or industry slowdowns;

                                   o   an oversupply of available retail space,
                                       office space or multifamily housing;

                                   o   changes in consumer tastes and
                                       preferences;

                                   o   decrease in consumer confidence;

                                   o   retroactive changes in building codes;

                                   o   the age, design and construction quality
                                       of the property, including perceptions
                                       regarding the attractiveness, convenience
                                       or safety of the property;

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

                                   o   increases in operating expenses due to
                                       external factors such as increases in
                                       heating or electricity costs;

                                   o   increases in operating expenses due to
                                       maintenance or improvements required at
                                       the property;

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

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

                                   o   the concentration of a particular
                                       business type in a building;

                                   o   the length of tenant leases;

                                   o   the creditworthiness of tenants; and

                                   o   the property's "operating leverage."



                                      -13-



                                   Operating leverage refers to the percentage
                                   of total property expenses in relation to
                                   revenue, the ratio of fixed operating
                                   expenses to those that vary with revenue and
                                   the level of capital expenditures required to
                                   maintain the property and retain or replace
                                   tenants.

                                   If a commercial property is designed for a
                                   specific tenant, net operating income may be
                                   adversely affected if that tenant defaults
                                   under its obligations because properties
                                   designed for a specific tenant often require
                                   substantial renovation before it is suitable
                                   for a new tenant. As a result, the proceeds
                                   from liquidating this type of property
                                   following foreclosure might be insufficient
                                   to cover the principal and interest due under
                                   the loan.

                                   It is anticipated that a substantial portion
                                   of the mortgage loans included in any trust
                                   fund will be nonrecourse loans or loans for
                                   which recourse may be restricted or
                                   unenforceable. Therefore, if a borrower
                                   defaults, recourse may be had only against
                                   the specific property and any other assets
                                   that have been pledged to secure the related
                                   mortgage loan.

PROPERTY VALUE MAY BE ADVERSELY
AFFECTED EVEN WHEN THERE IS NO
CHANGE IN CURRENT OPERATING
INCOME                             Various factors may adversely affect the
                                   value of the mortgaged properties without
                                   affecting the properties' current net
                                   operating income. These factors include among
                                   others:

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

                                   o   potential environmental legislation or
                                       liabilities or other legal liabilities;

                                   o   the availability of refinancing; and

                                   o   changes in interest rate levels or yields
                                       required by investors in income producing
                                       commercial properties.

THE OPERATION OF COMMERCIAL
PROPERTIES IS DEPENDENT UPON
SUCCESSFUL MANAGEMENT              The successful operation of a real estate
                                   project depends upon the property manager's
                                   performance and viability. The property
                                   manager is responsible for:

                                   o   responding to changes in the local
                                       market;

                                   o   planning and implementing the rental
                                       structure;

                                   o   operating the property and providing
                                       building services;

                                   o   managing operating expenses; and

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

                                   A good property manager, by controlling
                                   costs, providing appropriate service to
                                   tenants and seeing to the maintenance of
                                   improvements, can improve cash flow, reduce
                                   vacancy, leasing and repair costs and



                                      -14-



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

                                   Morgan Stanley Capital I Inc. makes no
                                   representation or warranty as to the skills
                                   of any present or future managers.
                                   Additionally, Morgan Stanley Capital I Inc.
                                   cannot assure you that the property managers
                                   will be in a financial condition to fulfill
                                   their management responsibilities throughout
                                   the terms of their respective management
                                   agreements.

YOU SHOULD CONSIDER THE NUMBER
OF MORTGAGE LOANS IN THE POOL      Assuming pools of equal aggregate unpaid
                                   principal balances, the concentration of
                                   default, foreclosure and loss in a trust fund
                                   containing fewer mortgage loans will
                                   generally be higher than that in trust fund
                                   containing more mortgage loans.

YOUR INVESTMENT IS NOT INSURED
OR GUARANTEED AND YOUR SOURCE
FOR REPAYMENTS IS LIMITED          Payments under the mortgage loans are
                                   generally not insured or guaranteed by any
                                   person or entity.

                                   In general, the borrowers under the mortgage
                                   loans will be entities created to own or
                                   purchase the related commercial property. The
                                   borrowers are set up this way, in significant
                                   part, to isolate the property from the debts
                                   and liabilities of the person creating the
                                   entity. Unless otherwise specified, the loan
                                   will represent a nonrecourse obligation of
                                   the related borrower secured by the lien of
                                   the related mortgage and the related lease
                                   assignments. Even if the loan is recourse,
                                   the borrower generally will not have any
                                   significant assets other than the property or
                                   properties and the related leases, which will
                                   be pledged to the trustee. Therefore,
                                   payments on the loans and, in turn, payments
                                   of principal and interest on your
                                   certificates, will depend primarily or solely
                                   on rental payments by the lessees. Those
                                   rental payments will, in turn, depend on
                                   continued occupancy by, or the
                                   creditworthiness of, those lessees. Both
                                   continued occupancy and creditworthiness may
                                   be adversely affected by a general economic
                                   downturn or an adverse change in the lessees'
                                   financial conditions.

BORROWER MAY BE UNABLE TO REPAY
THE REMAINING PRINCIPAL BALANCE
ON ITS MATURITY DATE WHICH WOULD
ADVERSELY AFFECT PAYMENT ON YOUR
CERTIFICATES                       Some of the mortgage loans may not be fully
                                   amortizing over their terms to maturity and
                                   will require substantial principal
                                   payments--i.e., balloon payments--at their
                                   stated maturity. Mortgage loans with balloon
                                   payments involve a greater degree of risk
                                   because a borrower's ability to make a
                                   balloon payment typically will depend upon
                                   its ability either to timely refinance the
                                   loan or to timely sell the mortgaged
                                   property. However, refinancing a loan or
                                   selling the property will be affected by a
                                   number of factors, including:

                                   o   interest rates;

                                   o   the borrower's equity in the property;




                                      -15-



                                   o   the financial condition and operating
                                       history of the borrower and the property;

                                   o   tax laws;

                                   o   renewability of operating licenses;

                                   o   prevailing economic conditions and the
                                       availability of credit for commercial and
                                       multifamily properties;

                                   o   with respect to certain multifamily
                                       properties and mobile home parks, rent
                                       control laws; and

                                   o   with respect to hospitals, nursing homes
                                       and convalescent homes, reimbursement
                                       rates from private and public coverage
                                       providers.

YOUR CERTIFICATES WILL BEAR
LOSSES IF INSUFFICIENT FUNDS
ARE AVAILABLE TO SATISFY ANY
JUNIOR MORTGAGE LOANS              If the prospectus supplement so specifies,
                                   some of the mortgage loans may be secured
                                   primarily by junior mortgages. In the event
                                   of a liquidation, satisfaction of a mortgage
                                   loan secured by a junior mortgage will be
                                   subordinate to the satisfaction of the
                                   related senior mortgage loan. If the proceeds
                                   are insufficient to satisfy the junior
                                   mortgage and the related senior mortgage, the
                                   junior mortgage loan in the trust fund would
                                   suffer a loss and the class of certificate
                                   you own may bear that loss. Therefore, any
                                   risks of deficiencies associated with first
                                   mortgage loans will be even greater in the
                                   case of junior mortgage loans. See "--Risks
                                   Factors."

OBLIGOR DEFAULT MAY ADVERSELY
AFFECT PAYMENT ON YOUR
CERTIFICATES                       If the related prospectus supplement so
                                   specifies, a master servicer, a sub-servicer
                                   or a special servicer will be permitted,
                                   within prescribed parameters, to extend and
                                   modify whole loans that are in default or as
                                   to which a payment default is imminent. Any
                                   ability to extend or modify may apply, in
                                   particular, to whole loans with balloon
                                   payments. In addition, a master servicer, a
                                   sub-servicer or a special servicer may
                                   receive a workout fee based on receipts from,
                                   or proceeds of, those whole loans. While any
                                   entity granting this type of extension or
                                   modification generally will be required to
                                   determine that the extension or modification
                                   is reasonably likely to produce a greater
                                   recovery on a present value basis than
                                   liquidation, there is no assurance this will
                                   be the case. Additionally, if the related
                                   prospectus supplement so specifies, some of
                                   the mortgage loans included in the mortgage
                                   pool may have been subject to workouts or
                                   similar arrangements following prior periods
                                   of delinquency and default.

TENANT BANKRUPTCY MAY
ADVERSELY AFFECT PAYMENT
ON YOUR CERTIFICATES               The bankruptcy or insolvency of a major
                                   tenant, or of a number of smaller tenants may
                                   adversely affect the income produced by a
                                   mortgaged property. Under the Bankruptcy
                                   Code, a tenant has the option of assuming or
                                   rejecting any unexpired lease. If the tenant
                                   rejects the lease, the landlord's claim would
                                   be a general unsecured claim against the
                                   tenant, absent collateral securing the claim.
                                   The claim would be limited to the unpaid rent
                                   reserved for the periods prior to the
                                   bankruptcy petition or the earlier surrender
                                   of the leased




                                      -16-



                                   premises, which are unrelated to the
                                   rejection, plus the greater of one year's
                                   rent or 15% of the remaining rent reserved
                                   under the lease, but not more than three
                                   years' rent to cover any rejection related
                                   claims.

BORROWER BANKRUPTCY MAY
ADVERSELY AFFECT PAYMENT
ON YOUR CERTIFICATES               Under the Bankruptcy Code, the filing of a
                                   petition in bankruptcy by or against a
                                   borrower will stay the sale of the 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 the mortgaged
                                   property is less than the principal balance
                                   of the mortgage loan it secures, the court
                                   may prevent a lender from foreclosing on the
                                   mortgaged property, subject to certain
                                   protections available to the lender. As part
                                   of a restructuring plan, a court also may
                                   reduce the amount of secured indebtedness to
                                   the then-value of the mortgaged property.
                                   Such an action would make the lender a
                                   general unsecured creditor for the difference
                                   between the then-value and the amount of its
                                   outstanding mortgage indebtedness. A
                                   bankruptcy court also may:

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

                                   o   reduce monthly payments due under a
                                       mortgage loan;

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

                                   o   otherwise alter the mortgage loan's
                                       repayment schedule.

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

                                   Under the Bankruptcy Code, the lender will be
                                   stayed from enforcing a borrower's assignment
                                   of rents and leases. The Bankruptcy Code also
                                   may interfere with the 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 the borrower to maintain the
                                   mortgaged property or for other court
                                   authorized expenses.

                                   As a result of the foregoing, the lender's
                                   recovery with respect to borrowers in
                                   bankruptcy proceedings may be significantly
                                   delayed, and the aggregate amount ultimately
                                   collected may be substantially less than the
                                   amount owed.



                                      -17-



SOPHISTICATION OF THE
BORROWER MAY ADVERSELY
AFFECT PAYMENT
ON YOUR CERTIFICATES               In general, the mortgage loans will be made
                                   to partnerships, corporations or other
                                   entities rather than individuals. This may
                                   entail greater risks of loss from delinquency
                                   and foreclosure than do single family
                                   mortgage loans. In addition, the borrowers
                                   under commercial mortgage loans may be more
                                   sophisticated than the average single family
                                   home borrower. This may increase the
                                   likelihood of protracted litigation or the
                                   likelihood of bankruptcy in default
                                   situations.

CREDIT SUPPORT MAY NOT COVER
LOSSES OR RISKS WHICH
COULD ADVERSELY AFFECT
PAYMENT ON YOUR CERTIFICATES       Although the prospectus supplement for a
                                   series of certificates will describe the
                                   credit support for the related trust fund,
                                   the credit support will be limited in amount
                                   and coverage and may not cover all potential
                                   losses or risks. Use of credit support will
                                   be subject to the conditions and limitations
                                   described in the prospectus and in the
                                   related prospectus supplement. Moreover, any
                                   applicable credit support may not cover all
                                   potential losses or risks. For example,
                                   credit support may not cover fraud or
                                   negligence by a mortgage loan originator or
                                   other parties.

                                   A series of certificates may include one or
                                   more classes of subordinate certificates,
                                   which may include certificates being offered
                                   to you. Although subordination is intended to
                                   reduce the senior certificateholders' risk of
                                   delinquent distributions or ultimate losses,
                                   the amount of subordination will be limited
                                   and may decline under certain circumstances.
                                   In addition, if principal payments are made
                                   in a specified order of priority, and limits
                                   exist with respect to the aggregate amount of
                                   claims under any related credit support, the
                                   credit support may be exhausted before the
                                   principal of the certificate classes with
                                   lower priority has been repaid. Significant
                                   losses and shortfalls on the assets
                                   consequently may fall primarily upon classes
                                   of certificates having a lower payment
                                   priority. Moreover, if a form of credit
                                   support covers more than one series of
                                   certificates, holders of certificates
                                   evidencing an interest in a covered series
                                   will be subject to the risk that the credit
                                   support will be exhausted by the claims of
                                   other covered series.

                                   The amount of any credit support supporting
                                   one or more classes of certificates being
                                   offered to you, including the subordination
                                   of one or more classes will be determined on
                                   the basis of criteria established by each
                                   pertinent rating agency. Those criteria will
                                   be based on an assumed level of defaults,
                                   delinquencies, other losses or other factors.
                                   However, the loss experience on the related
                                   mortgage loans or mortgage backed securities
                                   may exceed the assumed levels. See
                                   "Description of Credit Support."

                                   Regardless of the form of any credit
                                   enhancement, the amount of coverage will be
                                   limited and, in most cases, will be subject
                                   to periodic reduction, in accordance with a
                                   schedule or formula. The master servicer
                                   generally will be permitted to reduce,
                                   terminate or substitute all or a portion of
                                   the credit enhancement for any series of
                                   certificates, if the applicable rating agency
                                   indicates that the then-current ratings will
                                   not be adversely affected. A rating agency
                                   may lower the ratings of any series of
                                   certificates if the obligations of any credit
                                   support



                                      -18-



                                   provider are downgraded. The ratings also may
                                   be lowered if losses on the related mortgage
                                   loans or MBS substantially exceed the level
                                   contemplated by the rating agency at the time
                                   of its initial rating analysis. Neither
                                   Morgan Stanley Capital I Inc., the master
                                   servicer nor any of their affiliates will
                                   have any obligation to replace or supplement
                                   any credit enhancement, or to take any other
                                   action to maintain any ratings of any series
                                   of certificates.

INVESTORS IN SUBORDINATE CLASSES
OF CERTIFICATES MAY BE SUBJECT
TO DELAYS IN PAYMENT AND MAY NOT
RECOVER THEIR INITIAL
INVESTMENTS                        To the extent described in this prospectus,
                                   the subordinate certificateholders' rights to
                                   receive distributions with respect to the
                                   assets to which they would otherwise be
                                   entitled will be subordinate to the rights of
                                   the senior certificateholders and of the
                                   master servicer, if the master servicer is
                                   paid its servicing fee, including any unpaid
                                   servicing fees with respect to one or more
                                   prior periods, and is reimbursed for certain
                                   unreimbursed advances and unreimbursed
                                   liquidation expenses. As a result, investors
                                   in subordinate certificates must be prepared
                                   to bear the risk that they may be subject to
                                   delays in payment and may not recover their
                                   initial investments.

                                   The yields on the subordinate certificates
                                   may be extremely sensitive to the loss
                                   experience of the assets and the timing of
                                   any losses. If the actual rate and amount of
                                   losses experienced by the assets exceed the
                                   rate and amount assumed by an investor, the
                                   yields to maturity on the subordinate
                                   certificates may be lower than anticipated.

DIFFICULTIES IN ENFORCEMENT OF
LOAN PROVISIONS MAY ADVERSELY
AFFECT PAYMENT ON YOUR
CERTIFICATES                       The mortgage loans may contain due-on-sale
                                   clauses, which permit a lender to accelerate
                                   the maturity of the mortgage loan if the
                                   borrower sells, transfers or conveys the
                                   related mortgaged property or its interest in
                                   the mortgaged property and debt-acceleration
                                   clauses, which permit a lender to accelerate
                                   the loan upon a monetary or non-monetary
                                   default by the borrower. These clauses are
                                   generally enforceable. The courts of all
                                   states will enforce clauses providing for
                                   acceleration in the event of a material
                                   payment default. The equity courts, however,
                                   may refuse to enforce these clauses if
                                   acceleration of the indebtedness would be
                                   inequitable, unjust or unconscionable.

                                   If the related prospectus supplement so
                                   specifies, the mortgage loans will be secured
                                   by an assignment of leases and rents.
                                   Pursuant to those assignments, the borrower
                                   typically assigns its right, title and
                                   interest as landlord under the leases on the
                                   related mortgaged property and the income
                                   derived from the leases to the lender as
                                   further security for the related mortgage
                                   loan, while retaining a license to collect
                                   rents as long as there is no default. If the
                                   borrower defaults, the license terminates and
                                   the lender is entitled to collect rents.
                                   These assignments are typically not perfected
                                   as security interests prior to actual
                                   possession of the cash flows. Some state laws
                                   may require that the lender take possession
                                   of the mortgaged property and obtain judicial
                                   appointment of a receiver before becoming
                                   entitled to collect the rents. In addition,
                                   if bankruptcy or similar proceedings are
                                   commenced by or in respect of the borrower,
                                   the lender's ability to collect the rents may
                                   be adversely



                                      -19-



                                   affected. See "Legal Aspects of the Mortgage
                                   Loans and the Leases--Leases and Rents."

ENVIRONMENTAL ISSUES AT THE
MORTGAGED PROPERTIES MAY
ADVERSELY AFFECT PAYMENT ON
YOUR CERTIFICATES                  Real property pledged as security for a
                                   mortgage loan may be subject to environmental
                                   risks. Under federal law and the laws of
                                   certain states, contamination of a property
                                   may give rise to a lien on the property to
                                   assure the costs of cleanup. In several
                                   states, this type of lien has priority over
                                   the lien of an existing mortgage against the
                                   property. Moreover, the presence of hazardous
                                   or toxic substances, or the failure to
                                   remediate the property, may adversely affect
                                   the owner or operator's ability to borrow
                                   using the property as collateral. In
                                   addition, under the laws of some states and
                                   under CERCLA and other federal law, a lender
                                   may become liable, as an "owner operator,"
                                   for costs of addressing releases or
                                   threatened releases of hazardous substances
                                   that require remedy at a property, if agents
                                   or employees of the lender have become
                                   sufficiently involved in the management or
                                   operations of the borrower. Liability may be
                                   imposed even if the environmental damage or
                                   threat was caused by a prior owner.

                                   Under certain circumstances, a lender also
                                   risks this type of liability on foreclosure
                                   of the mortgage. Unless the related
                                   prospectus supplement specifies otherwise,
                                   neither the master servicer, the sub-servicer
                                   nor the special servicer may acquire title to
                                   a mortgaged property or take over its
                                   operation unless the master servicer has
                                   previously determined, based upon a report
                                   prepared by a person who regularly conducts
                                   environmental audits, that:

                                   o   the mortgaged property is in compliance
                                       with applicable environmental laws, and
                                       there are no circumstances present at the
                                       mortgaged property for which
                                       investigation, testing, monitoring,
                                       containment, clean-up or remediation
                                       could be required under any federal,
                                       state or local law or regulation; or

                                   o   if the mortgaged property is not in
                                       compliance with applicable environmental
                                       laws or circumstances requiring any of
                                       the foregoing actions are present, that
                                       it would be in the best economic interest
                                       of the trust fund to acquire title to the
                                       mortgaged property and take the actions
                                       as would be necessary and appropriate to
                                       effect compliance or respond to those
                                       circumstances.

                                   See "Legal Aspects of the Mortgage Loans and
                                   Leases--Environmental Legislation."

IF YOU ARE SUBJECT TO ERISA,
YOU MAY NOT BE ELIGIBLE TO
PURCHASE CERTIFICATES              Generally, ERISA applies to investments made
                                   by employee benefit plans and transactions
                                   involving the assets of those plans. Due to
                                   the complexity of regulations governing those
                                   plans, prospective investors that are subject
                                   to ERISA are urged to consult their own
                                   counsel regarding consequences under ERISA of
                                   acquisition, ownership and disposition of the
                                   offered certificates of any series.



                                      -20-



THE INCOME TAX CONSIDERATIONS
SHOULD IMPACT YOUR DECISION TO
PURCHASE A REMIC RESIDUAL
CERTIFICATE                        Except as provided in the prospectus
                                   supplement, REMIC residual certificates are
                                   anticipated to have "phantom income"
                                   associated with them. That is, taxable income
                                   is anticipated to be allocated to the REMIC
                                   residual certificates in the early years of
                                   the existence of the related REMIC--even if
                                   the REMIC residual certificates receive no
                                   distributions from the related REMIC--with a
                                   corresponding amount of losses allocated to
                                   the REMIC residual certificates in later
                                   years. Accordingly, the present value of the
                                   tax detriments associated with the REMIC
                                   residual certificates may significantly
                                   exceed the present value of the tax benefits
                                   related thereto, and the REMIC residual
                                   certificates may have a negative "value."

                                   Moreover, the REMIC residual certificates
                                   will, in effect, be allocated an amount of
                                   gross income equal to the non-interest
                                   expenses of the REMIC, but those expenses
                                   will be deductible only as itemized
                                   deductions, and will be subject to all the
                                   limitations applicable to itemized
                                   deductions, by holders of REMIC residual
                                   certificates that are individuals.
                                   Accordingly, investment in the REMIC residual
                                   certificates generally will not be suitable
                                   for individuals or for certain pass-through
                                   entities, such as partnerships or S
                                   corporations, that have individuals as
                                   partners or shareholders. In addition, REMIC
                                   residual certificates are subject to
                                   restrictions on transfer. Finally,
                                   prospective purchasers of a REMIC residual
                                   certificate should be aware that Treasury
                                   Department regulations do not permit certain
                                   REMIC residual interests to be marked to
                                   market.

REQUIRED CONSENT IN CONNECTION
WITH SERVICING THE PROPERTIES
MAY EFFECT THE TIMING OF
PAYMENTS ON YOUR CERTIFICATES      Under certain circumstances, the consent or
                                   approval of the holders of a specified
                                   percentage of the aggregate principal balance
                                   of all outstanding certificates of a series
                                   or a similar means of allocating
                                   decision-making will be required to direct
                                   certain actions. The actions may include
                                   directing the special servicer or the master
                                   servicer regarding measures to be taken with
                                   respect to some of the mortgage loans and
                                   real estate owned properties and amending the
                                   relevant pooling agreement or trust
                                   agreement. The consent or approval of these
                                   holders will be sufficient to bind all
                                   certificateholders of the relevant series.
                                   See "Description of the Agreements--Events of
                                   Default," "--Rights Upon Event of Default,"
                                   and "--Amendment."

LITIGATION ARISING OUT OF
ORDINARY BUSINESS MAY
ADVERSELY AFFECT PAYMENT
ON YOUR CERTIFICATES               There may be pending or threatened legal
                                   proceedings against the borrowers and
                                   managers of the mortgaged properties and
                                   their respective affiliates arising out of
                                   the ordinary business of the borrowers,
                                   managers and affiliates. This litigation
                                   could cause a delay in the payment on your
                                   certificates. Therefore, we cannot assure you
                                   that this type of litigation would not have a
                                   material adverse effect on your certificates.



                                      -21-



COMPLIANCE WITH THE AMERICANS
WITH DISABILITIES ACT OF 1990
MAY BE EXPENSIVE AND MAY
ADVERSELY AFFECT PAYMENT ON
YOUR CERTIFICATES                  Under the Americans with Disabilities Act of
                                   1990, all public accommodations are required
                                   to meet federal requirements related to
                                   access and use by disabled persons. Borrowers
                                   may incur costs complying with the Americans
                                   with Disabilities Act of 1990. In addition,
                                   noncompliance could result in the imposition
                                   of fines by the federal government or an
                                   award of damages to private litigants. These
                                   costs of complying with the Americans with
                                   Disabilities Act of 1990 and the possible
                                   imposition of fines for noncompliance would
                                   result in additional expenses on the
                                   mortgaged properties, which could have an
                                   adverse effect on your certificates.

IF YOUR CERTIFICATE IS BOOK-
ENTRY, YOU WILL NOT BE
RECOGNIZED AS A
CERTIFICATEHOLDER BY THE
TRUSTEE                            If the prospectus supplement so provides, one
                                   or more classes of the certificates offered
                                   to you will be initially represented by one
                                   or more certificates for each class
                                   registered in the name of Cede & Co., the
                                   nominee for the Depository Trust Company. If
                                   you purchase this type of certificate:

                                   o   your certificate will not be registered
                                       in your name or the name of your nominee;

                                   o   you will not be recognized by the trustee
                                       as a certificateholder; and

                                   o   you will be able to exercise your right
                                       as a certificateholder only through the
                                       Depository Trust Company and its
                                       participating organizations.

                                   You will be recognized as a certificateholder
                                   only if and when definitive certificates are
                                   issued. See "Description of the
                                   Certificates--Book-Entry Registration and
                                   Definitive Certificates."

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

This prospectus also contains forward-looking statements that involve risks and
uncertainties. Actual results could differ from those anticipated in these
forward-looking statements as a result of a variety of factors, including the
risks described above under "Risk Factors" and elsewhere in this prospectus.




                                      -22-



                         DESCRIPTION OF THE TRUST FUNDS

      Capitalized terms are defined in the "Glossary of Terms" beginning on page
112.


ASSETS

     Each series of certificates will represent in the aggregate the entire
beneficial ownership interest in a trust fund. The primary assets of each trust
fund will include:

     o   multifamily mortgage loans, commercial mortgage loans or both;

     o   mortgage participations, pass-through certificates or other
         mortgage-backed securities evidencing interests in or secured by one or
         more mortgage loans or other similar participations, certificates or
         securities;

     o   direct obligations of the United States, agencies of the United States
         or agencies created by government entities which are not subject to
         redemption prior to maturity at the option of the issuer and are (a)
         interest-bearing securities, (b) non-interest bearing securities, (c)
         originally interest-bearing securities from which coupons representing
         the right to payment of interest have been removed, or (d)
         interest-bearing securities from which the right to payment of
         principal has been removed; or

     o   a combination of mortgage loans, mortgage backed securities and
         government securities.

     Neither the mortgage loans nor the mortgage backed securities will be
guaranteed or insured by Morgan Stanley Capital I Inc. or any of its affiliates
or, unless otherwise provided in the prospectus supplement, by any government
agency or instrumentality or by any other person. Each asset will be selected by
Morgan Stanley Capital I Inc. for inclusion in a trust fund from among those
purchased, either directly or indirectly, from a prior holder thereof, which may
be an affiliate of Morgan Stanley Capital I Inc. and, with respect to mortgage
loans or mortgage backed securities, which prior holder may or may not be the
originator of the mortgage loan or the issuer of the mortgage backed securities.

     Unless otherwise specified in the related prospectus supplement, the
certificates of any series will be entitled to payment only from the assets of
the related trust fund and will not be entitled to payments in respect of the
assets of any other trust fund established by Morgan Stanley Capital I Inc. If
specified in the related prospectus supplement, the assets of a trust fund will
consist of certificates representing beneficial ownership interests in another
trust fund that contains the assets.


MORTGAGE LOANS


  GENERAL

     The mortgage loans will be secured by liens on, or security interests in,
mortgaged properties consisting of:

     o   Multifamily Properties which are residential properties consisting of
         five or more rental or cooperatively-owned dwelling units in high-rise,
         mid-rise or garden apartment buildings; or

     o   Commercial Properties which are office buildings, shopping centers,
         retail stores, hotels or motels, nursing homes, hospitals or other
         health care-related facilities, mobile home parks, warehouse
         facilities, mini-warehouse facilities or self-storage facilities,
         industrial plants, congregate care facilities, mixed use or other types
         of commercial properties.

The mortgaged properties will be located in any one of the fifty states, the
District of Columbia or the Commonwealth of Puerto Rico, or, in another
location, if specified in the related prospectus supplement. The mortgage loans
in the mortgage pool will be evidenced by promissory notes secured by first or
junior mortgages or deeds of trust or other similar security instruments
creating a first or junior lien on the mortgaged property. Multifamily
Properties may include mixed commercial and residential structures and may
include apartment





                                      -23-



buildings owned by private cooperative housing corporations. The mortgaged
properties may include leasehold interests in properties, the title to which is
held by third party lessors. Unless otherwise specified in the prospectus
supplement, the term of any leasehold will exceed the term of the related
mortgage note by at least five years. Each mortgage loan will have been
originated by a person other than Morgan Stanley Capital I Inc. The related
prospectus supplement will indicate if any originator or a mortgage loan is an
affiliate of Morgan Stanley Capital I Inc., mortgage loans will generally also
be secured by an assignment of leases and rents and operating or other cash flow
guarantees relating to the mortgage loan.


  LEASES

     If specified in the related prospectus supplement, some or all of the
mortgage loans will include assignments of the leases of the related mortgaged
properties and assignments of the rental payments due from lessee to lessor
under the leases. To the extent specified in the related prospectus supplement,
the commercial properties may be leased to lessees that respectively occupy all
or a portion of the properties. Pursuant to an assignment of a lease, the
related borrower may assign its rights, title and interest as lessor under each
lease and the income derived from the lease to the related lender, while
retaining a license to collect the rents for so long as there is no default. If
the borrower defaults, the license terminates and the lender or its agent is
entitled to collect the rents from the related lessee or lessees for application
to the monetary obligations of the borrower. State law may limit or restrict the
enforcement of the lease assignments by a lender until it takes possession of
the related mortgaged property or a receiver is appointed. See "Legal Aspects of
the Mortgage Loans and the Leases--Leases and Rents". Alternatively, if
specified in the related prospectus supplement, the borrower and the lender may
agree that payments under leases are to be made directly to the master servicer.

     If described in the related prospectus supplement, the leases may require
the lessees to pay rent that is sufficient in the aggregate to cover all
scheduled payments of principal and interest on the related mortgage loans. In
some cases, the leases may require the lessees to pay their pro rata share of
the operating expenses, insurance premiums and real estate taxes associated with
the mortgaged properties. Some of the leases may require the borrower to bear
costs associated with structural repairs or the maintenance of the exterior or
other portions of the mortgaged property or provide for certain limits on the
aggregate amount of operating expenses, insurance premiums, taxes and other
expenses that the lessees are required to pay. If so specified in the related
prospectus supplement, under certain circumstances the lessees may be permitted
to set off their rental obligations against the obligations of the borrowers
under the leases. In those cases where payments under the leases, net of any
operating expenses payable by the borrowers are insufficient to pay all of the
scheduled principal and interest on the related mortgage loans, the borrowers
must rely on other income or sources, including security deposits, generated by
the related mortgaged property to make payments on the related mortgage loan.

     To the extent specified in the related prospectus supplement, some
commercial properties may be leased entirely to one lessee. In these cases,
absent the availability of other funds, the borrower must rely entirely on rent
paid by the lessee in order for the borrower to pay all of the scheduled
principal and interest on the related mortgage loan. To the extent specified in
the related prospectus supplement, some of the leases may expire prior to the
stated maturity of the related mortgage loan. In these cases, upon expiration of
the leases the borrowers will have to look to alternative sources of income,
including rent payment by any new lessees or proceeds from the sale or
refinancing of the mortgaged property, to cover the payments of principal and
interest due on these mortgage loans unless the lease is renewed. As specified
in the related prospectus supplement, some of the leases may provide that upon
the occurrence of a casualty affecting a mortgaged property, the lessee will
have the right to terminate its lease, unless the borrower, as lessor, is able
to cause the mortgaged property to be restored within a specified period of
time. Some leases may provide that it is the lessor's responsibility, while
other leases provide that it is the lessee's responsibility, to restore the
mortgaged property after a casualty to its original condition. Some leases may
provide a right of termination to the related lessee if a taking of a material
or specified percentage of the leased space in the mortgaged property occurs, or
if the ingress or egress to the leased space has been materially impaired.


  DEFAULT AND LOSS CONSIDERATIONS WITH RESPECT TO THE MORTGAGE LOANS

     Mortgage loans secured by commercial and multifamily properties are
markedly different from owner-occupied single family mortgage loans. The
repayment of loans secured by commercial or multifamily properties is typically
dependent upon the successful operation of the property rather than upon the
liquidation value of the real estate. Unless otherwise specified in the
prospectus supplement, the mortgage loans will be non-recourse loans, which




                                      -24-



means that, absent special facts, the lender may look only to the Net Operating
Income from the property for repayment of the mortgage debt, and not to any
other of the borrower's assets, in the event of the borrower's default. Lenders
typically look to the Debt Service Coverage Ratio of a loan secured by
income-producing property as an important measure of the risk of default on a
loan. The "Debt Service Coverage Ratio" of a mortgage loan at any given time is
the ratio of the Net Operating Income for a twelve-month period to the
annualized scheduled payments on the mortgage loan. "Net Operating Income"
means, for any given period, to the extent set forth in the related prospectus
supplement, the total operating revenues derived from a mortgaged property
during that period, minus the total operating expenses incurred in respect of
the mortgaged property during that period other than:

     o   non-cash items such as depreciation and amortization;

     o   capital expenditures; and

     o   debt service on loans secured by the mortgaged property.

     The Net Operating Income of a mortgaged property will fluctuate over time
and may be sufficient or insufficient to cover debt service on the related
mortgage loan at any given time.

     As the primary component of Net Operating Income, rental income as well as
maintenance payments from tenant-stockholders of a cooperative is subject to the
vagaries of the applicable real estate market or business climate. Properties
typically leased, occupied or used on a short-term basis, such as health
care-related facilities, hotels and motels, and mini-warehouse and self-storage
facilities, tend to be affected more rapidly by changes in market or business
conditions than do properties leased, occupied or used for longer periods, such
as warehouses, retail stores, office buildings and industrial plants. Commercial
loans may be secured by owner-occupied mortgaged properties or mortgaged
properties leased to a single tenant. Accordingly, a decline in the financial
condition of the borrower or single tenant, as applicable, may have a
disproportionately greater effect on the Net Operating Income from the mortgaged
properties than would be the case with respect to mortgaged properties with
multiple tenants.

     Changes in the expense components of Net Operating Income due to the
general economic climate or economic conditions in a locality or industry
segment, such as increases in interest rates, real estate and personal property
tax rates and other operating expenses, including energy costs; changes in
governmental rules, regulations and fiscal policies, including environmental
legislation; and acts of God may also affect the risk of default on the related
mortgage loan. As may be further described in the related prospectus supplement,
in some cases leases of mortgaged properties may provide that the lessee, rather
than the borrower, is responsible for payment of some or all of these expenses;
however, because leases are subject to default risks as well when a tenant's
income is insufficient to cover its rent and operating expenses, the existence
of "net of expense" provisions will only temper, not eliminate, the impact of
expense increases on the performance of the related mortgage loan. See
"--Leases" above.

     The duration of leases and the existence of any "net of expense" provisions
are often viewed as the primary considerations in evaluating the credit risk of
mortgage loans secured by certain income-producing properties. However, that
risk may be affected equally or to a greater extent by changes in government
regulation of the operator of the property. Examples of the latter include
mortgage loans secured by health care-related facilities and hospitals, the
income from which and the operating expenses of which are subject to state and
federal regulations, such as Medicare and Medicaid, and multifamily properties
and mobile home parks, which may be subject to state or local rent control
regulation and, in certain cases, restrictions on changes in use of the
property. Low-and moderate-income housing in particular may be subject to legal
limitations and regulations but, because of these regulations, may also be less
sensitive to fluctuations in market rents generally.

     The Debt Service Coverage Ratio should not be relied upon as the sole
measure of the risk of default because other factors may outweigh a high Debt
Service Coverage Ratio. For instance, where a mortgage loan requires substantial
principal payments at the stated maturity, the risk of default if the balloon
payment cannot be refinanced at maturity is significant, even though the related
Debt Service Coverage Ratio may be high.

     The liquidation value of any mortgaged property may be adversely affected
by risks generally incident to interests in real property, including declines in
rental or occupancy rates. Lenders generally use the Loan-to-Value Ratio of a
mortgage loan as a measure of risk of loss if a property must be liquidated upon
a default by the borrower.



                                      -25-



     Appraised values for income-producing properties may be based on:

     o   the recent resale value of comparable properties at the date of the
         appraisal;

     o   the cost of replacing the property;

     o   a projection of value based upon the property's projected net cash
         flow; or

     o   a selection from or interpolation of the values derived from the
         methods listed here.

     Each of these appraisal methods presents analytical challenges for the
following reasons:

     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;

     o   income capitalization is inherently based on inexact projections of
         income and expense and the selection of an appropriate capitalization
         rate;

     o   more than one of the appraisal methods may be used and each may produce
         significantly different results; and

     o   if a high Loan-to-Value Ratio accompanies a high Debt Service Coverage
         Ratio or vice versa, the analysis of default and loss risks is
         difficult.

     While Morgan Stanley Capital I Inc. believes that the foregoing
considerations are important factors that generally distinguish the multifamily
and commercial loans from single family mortgage loans and provide insight to
the risks associated with income-producing real estate, there is no assurance
that these factors will in fact have been considered by the originators of the
multifamily and commercial loans, or that, for any of the mortgage loans, they
are complete or relevant. See "Risk Factors--Borrower May Be Unable To Repay The
Remaining Principal Balance On Its Maturity Date Which Would Adversely Affect
Payment On Your Certificates," "--Your Certificates Will Bear Losses If
Insufficient Funds Are Available to Satisfy Any Junior Mortgage Loans," and
"--Obligor Default May Adversely Affect Payment on Your Certificates."


  LOAN-TO-VALUE RATIO

     The Loan-to-Value Ratio of a mortgage loan at any given time is the ratio,
expressed as a percentage, of the then outstanding principal balance of the
mortgage loan to the Value of the related mortgaged property. The Value of a
mortgaged property, other than with respect to Refinance Loans, is generally the
lesser of

     o   the appraised value determined in an appraisal obtained by the
         originator at origination of that loan and

     o   the sales price for that property.

Refinance Loans are loans made to refinance existing loans. Unless the related
prospectus supplement provides otherwise, the Value of the mortgaged property
securing a Refinance Loan is the appraised value determined in an appraisal
obtained at the time of origination of the Refinance Loan. The Value of a
mortgaged property as of the date of initial issuance of the related series of
certificates may be less than the Value at origination and will fluctuate from
time to time based upon changes in economic conditions and the real estate
market.

   MORTGAGE LOAN INFORMATION IN PROSPECTUS SUPPLEMENTS

     Each prospectus supplement will contain information, as of the date of that
prospectus supplement or the Cut-off Date, if applicable and specifically known
to Morgan Stanley Capital I Inc., with respect to the mortgage loans, including:

     o   the aggregate outstanding principal balance and the largest, smallest
         and average outstanding principal balance of the mortgage loans, unless
         the related prospectus supplement provides



                                      -26-



         otherwise, the close of business on the Cut-off Date, which is a day
         of the month of formation of the related trust fund, as designated in
         the prospectus supplement;

     o   the type of property securing the mortgage loans, e.g., multifamily
         property or commercial property and the type of property in each
         category;

     o   the weighted average, by principal balance, of the original and
         remaining terms to maturity of the mortgage loans;

     o   the earliest and latest origination date and maturity date of the
         mortgage loans;

     o   the weighted average, by principal balance, of the Loan-to-Value Ratios
         at origination of the mortgage loans;

     o   the mortgage rates or range of mortgage rates and the weighted average
         mortgage rate borne by the mortgage loans;

     o   the state or states in which most of the mortgaged properties are
         located;

     o   information with respect to the prepayment provisions, if any, of the
         mortgage loans;

     o   the weighted average Retained Interest, if any;

     o   with respect to mortgage loans with adjustable mortgage rates, the
         Index, the frequency of the adjustment dates, the highest, lowest and
         weighted average note margin and pass-through margin, and the maximum
         mortgage rate or monthly payment variation at the time of any
         adjustment thereof and over the life of the adjustable rate loan and
         the frequency of monthly payment adjustments;

     o   the Debt Service Coverage Ratio either at origination or as of a more
         recent date, or both; and

     o   information regarding the payment characteristics of the mortgage
         loans, including without limitation balloon payment and other
         amortization provisions.

The related prospectus supplement will also contain certain information
available to Morgan Stanley Capital I Inc. with respect to the provisions of
leases and the nature of tenants of the mortgaged properties and other
information referred to in a general manner under "--Default and Loss
Considerations with Respect to the Mortgage Loans" above. If specific
information respecting the mortgage loans is not known to Morgan Stanley Capital
I Inc. at the time certificates are initially offered, more general information
of the nature described in the bullet points in this section will be provided in
the prospectus supplement, and specific information will be set forth in a
report which will be available to purchasers of the related certificates at or
before the initial issuance thereof and will be filed as part of a Current
Report on Form 8-K with the Securities and Exchange Commission within fifteen
days after the initial issuance.

  PAYMENT PROVISIONS OF THE MORTGAGE LOANS

     Unless otherwise specified in the related prospectus supplement, all of the
mortgage loans will:

     o   have individual principal balances at origination of not less than
         $25,000;

     o   have original terms to maturity of not more than 40 years; and

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

     Each mortgage loan may provide for no accrual of interest or for accrual of
interest thereon at a mortgage rate. Each mortgage loan may provide for
scheduled payments to maturity or payments that adjust from time to time to
accommodate changes in the mortgage rate or to reflect the occurrence of certain
events, and may provide for negative amortization or accelerated amortization,
in each case as described in the related prospectus supplement. Each mortgage
loan may be fully amortizing or require a balloon payment due on its stated
maturity date, in each



                                      -27-



case as described in the related prospectus supplement. Each mortgage loan may
contain a Lockout Period and Lockout Date, the date of expiration of the Lockout
Period, or require payment of a prepayment premium in connection with a
prepayment, in each case as described in the related prospectus supplement.

     In the event that holders of any class or classes of the offered
certificates in this prospectus supplement will be entitled to all or a portion
of any prepayment premiums collected in respect of mortgage loans, the related
prospectus supplement will specify the method or methods by which these amounts
will be allocated. A mortgage loan may also contain provisions entitling the
lender to a share of profits realized from the operation or disposition of the
mortgaged property, as described in the related prospectus supplement. In the
event that holders of any class or classes of offered certificates will be
entitled to all or a portion of an Equity Participation, the related prospectus
supplement will specify the terms and provisions of the Equity Participation and
the method or methods by which distributions in respect thereof will be
allocated among the certificates.


MORTGAGE BACKED SECURITIES

     Any MBS will have been issued pursuant to an MBS Agreement. A seller, the
MBS issuer, or the servicer of the underlying mortgage loans or Underlying MBS,
or a combination of those entities, will have entered into the MBS Agreement
with an MBS trustee, if any, or with the original purchaser of the interest in
the underlying mortgage loans or MBS evidenced by the MBS.

     Distributions of any principal or interest, as applicable, will be made on
MBS on the dates specified in the related prospectus supplement. The MBS may be
issued in one or more classes with characteristics similar to the classes of
certificates described in this prospectus. Any principal or interest
distributions will be made on the MBS by the MBS trustee or the MBS servicer.
The MBS issuer or the MBS servicer or another person specified in the related
prospectus supplement may have the right or obligation to repurchase or
substitute assets underlying the MBS after a certain date or under other
circumstances specified in the related prospectus supplement.

     Enhancement in the form of reserve funds, subordination or other forms of
credit support similar to that described for the certificates under "Description
of Credit Support" may be provided with respect to the MBS. The type,
characteristics and amount of the credit support, if any, will be a function of
certain characteristics of the mortgage loans or Underlying MBS evidenced by or
securing the MBS and other factors and generally will have been established for
the MBS on the basis of requirements of any Rating Agency that may have assigned
a rating to the MBS or the initial purchasers of the MBS.

     The prospectus supplement for a series of certificates evidencing interests
in assets that include MBS will specify, to the extent available:

     o   the aggregate approximate initial and outstanding principal amount or
         Notional Amount, as applicable, and type of the MBS to be included in
         the trust fund;

     o   the original and remaining term to stated maturity of the MBS, if
         applicable;

     o   whether the MBS is entitled only to interest payments, only to
         principal payments or to both;

     o   the pass-through or bond rate of the MBS or formula for determining the
         rates, if any;

     o   the applicable payment provisions for the MBS, including, but not
         limited to, any priorities, payment schedules and subordination
         features;

     o   the MBS issuer, MBS servicer and MBS trustee, as applicable;

     o   characteristics of the credit support, if any, such as subordination,
         reserve funds, insurance policies, letters of credit or guarantees
         relating to the related Underlying Mortgage Loans, the Underlying MBS
         or directly to the MBS;

     o   the terms on which the MBS or the related Underlying Mortgage Loans or
         Underlying MBS may, or are required to, be purchased prior to their
         maturity;




                                      -28-



     o   the terms on which mortgage loans or Underlying MBS may be substituted
         for those originally underlying the MBS;

     o   the servicing fees payable under the MBS Agreement;

     o   the type of information in respect of the Underlying Mortgage Loans
         described under "--Mortgage Loans--Mortgage Loan Information in
         Prospectus Supplements" above, and the type of information in respect
         of the Underlying MBS described in this paragraph;

     o   the characteristics of any cash flow agreements that are included as
         part of the trust fund evidenced or secured by the MBS, and

     o   whether the MBS is in certificated form, book-entry form or held
         through a depository such as The Depository Trust Company or the
         Participants Trust Company.

     If specified in the prospectus supplement for a series of certificates, a
trust fund may contain one or more MBS issued by Morgan Stanley Capital I Inc.
that each represent an interest in one or more Underlying Mortgage Loans. The
prospectus supplement for a series will contain the disclosure concerning the
MBS described in the preceding paragraph and, in particular, will disclose the
Underlying Mortgage Loans appropriately in light of the percentage of the
aggregate principal balance of all assets represented by the principal balance
of the MBS.


GOVERNMENT SECURITIES

     The prospectus supplement for a series of certificates evidencing interests
in assets of a trust fund that include government securities will specify, to
the extent available:

     o   the aggregate approximate initial and outstanding principal amounts or
         Notional Amounts, as applicable, and types of the government securities
         to be included in the trust fund;

     o   the original and remaining terms to stated maturity of the government
         securities;

     o   whether the government securities are entitled only to interest
         payments, only to principal payments or to both;

     o   the interest rates of the government securities or the formula to
         determine the rates, if any;

     o   the applicable payment provisions for the government securities; and

     o   to what extent, if any, the obligation evidenced by the related series
         of certificates is backed by the full faith and credit of the United
         States.


ACCOUNTS

     Each trust fund will include one or more accounts established and
maintained on behalf of the certificateholders into which the person or persons
designated in the related prospectus supplement will, to the extent described in
this prospectus and in the related prospectus supplement deposit all payments
and collections received or advanced with respect to the assets and other assets
in the trust fund. Such an account may be maintained as an interest bearing or a
non-interest bearing account, and funds held in that account may be held as cash
or invested in short-term, investment grade obligations, in each case as
described in the related prospectus supplement. See "Description of the
Agreements--Certificate Account and Other Collection Accounts."


CREDIT SUPPORT

     If so provided in the related prospectus supplement, partial or full
protection against certain defaults and losses on the assets in the related
trust fund may be provided to one or more classes of certificates in the related
series in the form of subordination of one or more other classes of certificates
in the series or by one or more other types of credit support, such as a letter
of credit, insurance policy, guarantee, reserve fund or another type of credit
support, or a combination thereof. The amount and types of coverage, the
identification of the entity providing the coverage if applicable and related
information with respect to each type of Credit Support, if any, will be
described in the



                                      -29-



prospectus supplement for a series of certificates. See "Risk Factors--Credit
Support May Not Cover Losses Or Risks Which Could Adversely Affect Payment On
Your Certificates."


CASH FLOW AGREEMENTS

     If so provided in the related prospectus supplement, the trust fund may
include guaranteed investment contracts pursuant to which moneys held in the
funds other agreements, such as interest rate exchange agreements, interest rate
cap or floor agreements, currency exchange agreements or similar agreements
provided to reduce the effects of interest rate or currency exchange rate
fluctuations on the assets or on one or more classes of certificates. Currency
exchange agreements might be included in the trust fund if some or all of the
mortgage loans or MBS, such as mortgage loans secured by mortgaged properties
located outside the United States, were denominated in a non-United States
currency. The principal terms of any guaranteed investment contract or other
agreement, including, without limitation, provisions relating to the timing,
manner and amount of payments and provisions relating to termination, will be
described in the prospectus supplement for the related series. In addition, the
related prospectus supplement will provide information with respect to the
obligor under any Cash Flow Agreement.


                                 USE OF PROCEEDS

     The net proceeds to be received from the sale of the certificates will be
applied by Morgan Stanley Capital I Inc. to the purchase of assets and to pay
for certain expenses incurred in connection with the purchase of assets and sale
of certificates. The depositor expects to sell the certificates from time to
time, but the timing and amount of offerings of certificates will depend on a
number of factors, including the volume of assets acquired by Morgan Stanley
Capital I Inc., prevailing interest rates, availability of funds and general
market conditions.


                              YIELD CONSIDERATIONS


GENERAL

     The yield on any offered certificate will depend on the price paid by the
certificateholder will accrue interest thereon based on a pass-through rate of
the certificate, the receipt and timing of receipt of distributions on the
certificate and the weighted average life of the assets in the related trust
fund, which may be affected by prepayments, defaults, liquidations or
repurchases. See "Risk Factors."


PASS-THROUGH RATE

     Certificates of any class within a series may have fixed, variable or
adjustable pass-through rates, which may or may not be based upon the interest
rates borne by the assets in the related trust fund. The prospectus supplement
with respect to any series of certificates will specify

     o   the pass-through rate for each class of certificates or, in the case of
         a variable or adjustable pass-through rate, the method of determining
         the pass-through rate;

     o   the effect, if any, of the prepayment of any mortgage loan or MBS on
         the pass-through rate of one or more classes of certificates; and

     o   whether the distributions of interest on the certificates of any class
         will be dependent, in whole or in part, on the performance of any
         obligor under a Cash Flow Agreement.

     The effective yield to maturity to each holder of certificates entitled to
payments of interest will be below that otherwise produced by the applicable
pass-through rate and purchase price of the certificate because, while interest
may accrue on each asset during a certain period, the distribution of interest
will be made on a day which may be several days, weeks or months following the
period of accrual.



                                      -30-



TIMING OF PAYMENT OF INTEREST

     Each payment of interest on the certificates will have a stated principal
amount in addition to the certificate Balance of a class of Accrual
Certificates, and will be distributed to certificateholders as provided in the
related prospectus supplement and will include interest accrued during the
Interest Accrual Period for that Distribution Date. As indicated in this
prospectus under "--Pass-Through Rate" above, if the Interest Accrual Period
ends on a date other than a Distribution Date for the related series, the yield
realized by the holders of the certificates may be lower than the yield that
would result if the Interest Accrual Period ended on that Distribution Date. In
addition, if so specified in the related prospectus supplement, interest accrued
for an Interest Accrual Period for one or more classes of certificates may be
calculated on the assumption that distributions of principal, additions to the
Certificate Balance of Accrual Certificates and allocations of losses on the
assets may be made on the first day of the Interest Accrual Period for a
Distribution Date and not on that Distribution Date. This method would produce a
lower effective yield than if interest were calculated on the basis of the
actual principal amount outstanding during an Interest Accrual Period. The
Interest Accrual Period for any class of offered certificates will be described
in the related prospectus supplement.


PAYMENTS OF PRINCIPAL; PREPAYMENTS

     The yield to maturity on the certificates will be affected by the rate of
principal payments on the assets including principal prepayments on mortgage
loans resulting from both voluntary prepayments by the borrowers and involuntary
liquidations. These payments may be directly dependent upon the payments on
leases underlying the mortgage loans. The rate at which principal prepayments
occur on the mortgage loans will be affected by a variety of factors, including,
without limitation, the terms of the mortgage loans, the level of prevailing
interest rates, the availability of mortgage credit and economic, demographic,
geographic, tax, legal and other factors. In general, however, if prevailing
interest rates fall significantly below the mortgage rates on the mortgage loans
comprising or underlying the assets in a particular trust fund, the mortgage
loans are likely to be the subject of higher principal prepayments than if
prevailing rates remain at or above the rates borne by the mortgage loans. In
this regard, it should be noted that assets may consist of mortgage loans with
different mortgage rates and the stated pass-through or pay-through interest
rate of certain MBS may be a number of percentage points higher or lower than
the underlying mortgage loans. The rate of principal payments on some or all of
the classes of certificates of a series

     o   will correspond to the rate of principal payments on the assets in the
         related trust fund;

     o   is likely to be affected by the existence of Lockout Periods and
         Prepayment Premium provisions of the mortgage loans underlying or
         comprising the assets; and

     o   is likely to be affected to the extent the servicer of any mortgage
         loan is able to enforce the Lockout Period and Prepayment Premium
         provisions.

Mortgage loans with a Lockout Period or a Prepayment Premium provision, to the
extent enforceable, generally would be expected to experience a lower rate of
principal prepayments than otherwise identical mortgage loans without these
provisions, with shorter Lockout Periods or with lower Prepayment Premiums.

     If the purchaser of a certificate offered at a discount calculates its
anticipated yield to maturity based on an assumed rate of distributions of
principal that is faster than that actually experienced on the assets, the
actual yield to maturity will be lower than that so calculated. Conversely, if
the purchaser of a certificate offered at a premium calculates its anticipated
yield to maturity based on an assumed rate of distributions of principal that is
slower than that actually experienced on the assets, the actual yield to
maturity will be lower than that so calculated. In either case, if so provided
in the prospectus supplement for a series of certificates, the effect on yield
on one or more classes of the certificates of the series of prepayments of the
assets in the related trust fund may be mitigated or exacerbated by any
provisions for sequential or selective distribution of principal to these
classes.

     When a full prepayment is made on a mortgage loan, the borrower is charged
interest on the principal amount of the mortgage loan so prepaid for the number
of days in the month actually elapsed up to the date of the prepayment. Unless
otherwise specified in the related prospectus supplement, the effect of
prepayments in full will be to reduce the amount of interest paid in the
following month to holders of certificates entitled to payments of interest
because interest on the principal amount of any mortgage loan so prepaid will be
paid only to the date of prepayment rather than for a full month. Unless
otherwise specified in the related prospectus supplement, a partial prepayment
of



                                      -31-



principal is applied so as to reduce the outstanding principal balance of the
related mortgage loan as of the Due Date in the month in which the partial
prepayment is received. As a result, to the extent set forth in the related
prospectus supplement, the effect of a partial prepayment on a mortgage loan
will be to reduce the amount of interest passed through to holders of
certificates in the month following the receipt of the partial prepayment by an
amount equal to one month's interest at the applicable pass-through rate on the
prepaid amount.

     The timing of changes in the rate of principal payments on the mortgage
loans or MBS may significantly affect an investor's actual yield to maturity,
even if the average rate of distributions of principal is consistent with an
investor's expectation. In general, the earlier a principal payment is received
on the mortgage loans or the MBS and distributed on a certificate, the greater
the effect on the investor's yield to maturity. The effect on an investor's
yield of principal payments occurring at a rate higher or lower than the rate
anticipated by the investor during a given period may not be offset by a
subsequent like decrease or increase in the rate of principal payments.


PREPAYMENTS--MATURITY AND WEIGHTED AVERAGE LIFE

     The rates at which principal payments are received on the assets included
in or comprising a trust fund and the rate at which payments are made from any
Credit Support or Cash Flow Agreement for the related series of certificates may
affect the ultimate maturity and the weighted average life of each class of a
series. Prepayments on the mortgage loans comprising or underlying the mortgage
loans or MBS in a particular trust fund will generally accelerate the rate at
which principal is paid on some or all of the classes of the certificates of the
related series.

     If so provided in the prospectus supplement for a series of certificates,
one or more classes of certificates may have a final scheduled Distribution
Date, which is the date on or prior to which the certificate Balance thereof is
scheduled to be reduced to zero, calculated on the basis of the assumptions
applicable to that series set forth in the related prospectus supplement.

     Weighted average life refers to the average amount of time that will elapse
from the date of issue of a security until each dollar of principal of the
security will be repaid to the investor. The weighted average life of a class of
certificates of a series will be influenced by the rate at which principal on
the mortgage loans comprising or underlying the mortgage loans or MBS is paid to
that class, which may be in the form of scheduled amortization or prepayments
which include prepayments, in whole or in part, and liquidations due to default.

     In addition, the weighted average life of the certificates may be affected
by the varying maturities of the mortgage loans comprising or underlying the
MBS. If any mortgage loans comprising or underlying the assets in a particular
trust fund have actual terms to maturity of less than those assumed in
calculating final scheduled Distribution Dates for the classes of certificates
of the related series, one or more classes of certificates may be fully paid
prior to their respective final scheduled Distribution Dates, even in the
absence of prepayments. Accordingly, the prepayment experience of the assets
will, to some extent, be a function of the mix of mortgage rates and maturities
of the mortgage loans comprising or underlying the assets. See "Description of
the Trust Funds."

     Prepayments on loans are also commonly measured relative to a prepayment
standard or model, such as the Constant Prepayment Rate prepayment model. CPR
represents a constant assumed rate of prepayment each month relative to the then
outstanding principal balance of a pool of loans for the life of the loans.

     Neither CPR nor any other prepayment model or assumption purports to be a
historical description of prepayment experience or a prediction of the
anticipated rate of prepayment of any pool of loans, including the mortgage
loans underlying or comprising the mortgage loans, the MBS or both. Moreover,
CPR was developed based upon historical prepayment experience for single family
loans. Thus, it is likely that prepayment of any mortgage loans comprising or
underlying the mortgage loans or the MBS for any series will not conform to any
particular level of CPR.

     Morgan Stanley Capital I Inc. is not aware of any meaningful publicly
available prepayment statistics for multifamily or commercial mortgage loans.

     The prospectus supplement with respect to each series of certificates will
contain tables, if applicable, setting forth the projected weighted average life
of each class of offered certificates of the series and the percentage of the
initial certificate Balance of each class that would be outstanding on specified
Distribution Dates. The information in these tables will be based on the
assumptions stated in the prospectus supplement, including assumptions that




                                      -32-



prepayments on the mortgage loans comprising or underlying the related assets
are made at rates corresponding to various percentages of CPR or at other rates
specified in the prospectus supplement. These tables and assumptions are
intended to illustrate the sensitivity of weighted average life of the
certificates to various prepayment rates and will not be intended to predict or
to provide information that will enable investors to predict the actual weighted
average life of the certificates. It is unlikely that prepayment of any mortgage
loans comprising or underlying the mortgage loans or MBS for any series will
conform to any particular level of CPR or any other rate specified in the
related prospectus supplement.


OTHER FACTORS AFFECTING WEIGHTED AVERAGE LIFE


  TYPE OF MORTGAGE ASSET

     A number of mortgage loans may have balloon payments due at maturity.
Because the ability of a borrower to make a balloon payment typically will
depend upon its ability either to refinance the loan or to sell the related
mortgaged property, there is a risk that mortgage loans having balloon payments
may default at maturity, or that the servicer may extend the maturity of this
type of mortgage loan in connection with a workout. In the case of defaults,
recovery of proceeds may be delayed by, among other things, bankruptcy of the
borrower or adverse conditions in the market where the property is located. In
order to minimize losses on defaulted mortgage loans, the servicer may, to the
extent and under the circumstances set forth in the related prospectus
supplement, be permitted to modify mortgage loans that are in default or as to
which a payment default is imminent. Any defaulted balloon payment or
modification that extends the maturity of a mortgage loan will tend to extend
the weighted average life of the certificates. This would lengthen the period of
time elapsed from the date of issuance of a certificate until it is retired.


  FORECLOSURES AND PAYMENT PLANS

     The number of foreclosures and the principal amount of the mortgage loans
comprising or underlying the mortgage loans or MBS that are foreclosed in
relation to the number and principal amount of mortgage loans that are repaid in
accordance with their terms will affect the weighted average life of the
mortgage loans comprising or underlying the mortgage loans or MBS and that of
the related series of certificates. Servicing decisions made with respect to the
mortgage loans, including the use of payment plans prior to a demand for
acceleration and the restructuring of mortgage loans in bankruptcy proceedings,
may also have an effect upon the payment patterns of particular mortgage loans
and thus the weighted average life of the certificates.


  DUE-ON-SALE AND DUE-ON-ENCUMBRANCE CLAUSES

     Acceleration of mortgage payments as a result of transfers of or the
creation of encumbrances upon underlying mortgaged property is another factor
affecting prepayment rates that may not be reflected in the prepayment standards
or models used in the relevant prospectus supplement. A number of the mortgage
loans comprising or underlying the assets may include "due-on-sale" clauses or
"due-on-encumbrance" clauses that allow the holder of the mortgage loans to
demand payment in full of the remaining principal balance of the mortgage loans
upon sale or other transfers of or the creation of encumbrances upon the related
mortgaged property. With respect to any Whole Loans, unless otherwise provided
in the related prospectus supplement, the master servicer, on behalf of the
trust fund, will be required to exercise--or waive its right to exercise--any
rights that the trustee may have as lender to accelerate payment of the Whole
Loan in a manner consistent with the Servicing Standard. See "Legal Aspects of
the Mortgage Loans and the Leases--Due-on-Sale and Due-on-Encumbrance" and
"Description of the Agreements--Due-on-Sale and Due-on-Encumbrance Provisions."


                                  THE DEPOSITOR

     Morgan Stanley Capital I Inc., the depositor, is a direct wholly-owned
subsidiary of Morgan Stanley and was incorporated in the State of Delaware on
January 28, 1985. The principal executive offices of Morgan Stanley Capital I
Inc. are located at 1585 Broadway, 37th Floor, New York, New York 10036. Its
telephone number is (212) 761-4000.

     Morgan Stanley Capital I Inc. does not have, nor is it expected in the
future to have, any significant assets.





                                      -33-



                         DESCRIPTION OF THE CERTIFICATES


GENERAL

     The certificates of each series, including any class of certificates not
offered by this prospectus, will represent the entire beneficial ownership
interest in the trust fund created pursuant to the related Agreement. Each
series of certificates will consist of one or more classes of certificates that
may:

     o   provide for the accrual of interest thereon based on fixed, variable or
         adjustable rates;

     o   be senior or subordinate to one or more other classes of certificates
         in respect of distributions on the certificates;

     o   be entitled to principal distributions, with disproportionately low,
         nominal or no interest distributions;

     o   be entitled to interest distributions, with disproportionately low,
         nominal or no principal distributions;

     o   provide for distributions of accrued interest thereon commencing only
         following the occurrence of events, such as the retirement of one or
         more other classes of certificates of the series;

     o   provide for payments of principal sequentially, based on specified
         payment schedules, from only a portion of the assets in the trust fund
         or based on specified calculations, to the extent of available funds,
         in each case as described in the related prospectus supplement;

     o   provide for distributions based on a combination of two or more
         components thereof with one or more of the characteristics described in
         this paragraph including a Stripped Principal Certificate component and
         a Stripped Interest Certificate component; or

     o   do all or any combination of the above.

Any of the foregoing may be included in the certificates being offered to you.

     Each class of offered certificates of a series will be issued in minimum
denominations corresponding to the Certificate Balances or, in case of Stripped
Interest Certificates, Notional Amounts or percentage interests specified in the
related prospectus supplement. The transfer of any offered certificates may be
registered and these certificates may be exchanged without the payment of any
service charge payable in connection with the registration of transfer or
exchange. However Morgan Stanley Capital I Inc. or the trustee or any of its
agents may require payment of a sum sufficient to cover any tax or other
governmental charge. One or more classes of certificates of a series may be
issued in definitive form or in book-entry form, as provided in the related
prospectus supplement. See "Risk Factors--If Your Certificate Is Book-Entry, You
Will Not Be Recognized As Certificateholder By The Trustee." Under limited
circumstances, definitive certificates will be exchangeable for other
certificates of the same class and series of a like aggregate Certificate
Balance, Notional Amount or percentage interest but of different authorized
denominations.


DISTRIBUTIONS

     Distributions on the certificates of each series will be made by or on
behalf of the trustee on each Distribution Date as specified in the related
prospectus supplement from the Available Distribution Amount for the series and
the Distribution Date. Except as otherwise specified in the related prospectus
supplement, distributions other than the final distribution will be made to the
persons in whose names the certificates are registered on the Record Date, and
the amount of each distribution will be determined as of the close of business
on the date specified in the related prospectus supplement. All distributions
with respect to each class of certificates on each Distribution Date will be
allocated pro rata among the outstanding certificates in the class or by random
selection, as described in the related prospectus supplement or otherwise
established by the related trustee.

     Payments will be made either by wire transfer in immediately available
funds to the account of a certificateholder at a bank or other entity having
appropriate facilities to receive payments by wire transfer, if the




                                      -34-



certificateholder has so notified the trustee or other person required to make
the payments no later than the date specified in the related prospectus
supplement and, if so provided in the related prospectus supplement, holds
certificates in the requisite amount specified in the related prospectus
supplement, or by check mailed to the address of the person entitled to receive
payments as it appears on the Certificate Register. However, the final
distribution in retirement of the certificates, whether definitive certificates
or book-entry certificates, will be made only upon presentation and surrender of
the certificates at the location specified in the notice to certificateholders
of the final distribution.


AVAILABLE DISTRIBUTION AMOUNT

     All distributions on the certificates of each series on each Distribution
Date will be made from the Available Distribution Amount described in this
paragraph, in accordance with the terms described in the related prospectus
supplement. Unless provided otherwise in the related prospectus supplement, the
Available Distribution Amount for each Distribution Date equals the sum of the
following amounts:

     1.  the total amount of all cash on deposit in the related Certificate
         Account as of the corresponding Determination Date, exclusive of:

          o   all scheduled payments of principal and interest collected but due
              on a date subsequent to the related Due Period;

          o   unless the related prospectus supplement provides otherwise, all
              prepayments, together with related payments of the interest
              thereon and related prepayment premiums, Liquidation Proceeds,
              Insurance Proceeds and other unscheduled recoveries received
              subsequent to the related Due Period; and

          o   all amounts in the Certificate Account that are due or
              reimbursable to Morgan Stanley Capital I Inc., the trustee, an
              asset seller, a subservicer, a special servicer, the master
              servicer or any other entity as specified in the related
              prospectus supplement or that are payable in respect of certain
              expenses of the related trust fund;

     2.  if the related prospectus supplement so provides, interest or
         investment income on amounts on deposit in the Certificate Account,
         including any net amounts paid under any Cash Flow Agreements;

     3.  all advances made by a master servicer or any other entity as specified
         in the related prospectus supplement with respect to the Distribution
         Date;

     4.  if and to the extent the related prospectus supplement so provides,
         amounts paid by a master servicer or any other entity as specified in
         the related prospectus supplement with respect to interest shortfalls
         resulting from prepayments during the related Prepayment Period; and

     5.  unless the related prospectus supplement provides otherwise, to the
         extent not on deposit in the related Certificate Account as of the
         corresponding Determination Date, any amounts collected under, from or
         in respect of any Credit Support with respect to the Distribution Date.

     The entire Available Distribution Amount will be distributed among the
related certificates, including any certificates not offered hereby, on each
Distribution Date, and accordingly will be released from the trust fund and will
not be available for any future distributions.


DISTRIBUTIONS OF INTEREST ON THE CERTIFICATES

     Each class of certificates, other than classes of Stripped Principal
Certificates that have no pass-through rate, may have a different pass-through
rate, which will be a fixed, variable or adjustable rate at which interest will
accrue on the class or a component thereof. The related prospectus supplement
will specify the pass-through rate for each class or component or, in the case
of a variable or adjustable pass-through rate, the method for determining the
pass-through rate. Unless otherwise specified in the related prospectus
supplement, interest on the certificates will be calculated on the basis of a
360-day year consisting of twelve 30-day months.


                                      -35-



     In general, distributions of interest in respect of the certificates of any
class will be made on each Distribution Date based on the Accrued Certificate
Interest for the class and the Distribution Date, subject to the sufficiency of
the portion of the Available Distribution Amount allocable to the class on the
Distribution Date. Accrual Certificates, however, will be entitled to
distributions of accrued interest commencing only on the Distribution Date, or
under the circumstances, specified in the related prospectus supplement. In
addition, any class of Stripped Principal Certificates are not entitled to any
distributions of interest. Prior to the time interest is distributable on any
class of Accrual Certificates, the amount of Accrued Certificate Interest
otherwise distributable on the class will be added to the Certificate Balance
thereof on each Distribution Date. Unless otherwise provided in the prospectus
supplement, Accrued Certificate Interest on Stripped Interest Certificates will
be equal to interest accrued for a specified period on the outstanding Notional
Amount thereof immediately prior to each Distribution Date, at the applicable
pass-through rate, reduced as described below in the next paragraph.

     The method of determining the Notional Amount for any class of Stripped
Interest Certificates will be described in the related prospectus supplement.
Reference to Notional Amount is solely for convenience in calculations and does
not represent the right to receive any distributions of principal. Unless
otherwise provided in the related prospectus supplement, the Accrued Certificate
Interest on a series of certificates will be reduced in the event of prepayment
interest shortfalls. Prepayment interest shortfalls are shortfalls in
collections of interest for a full accrual period resulting from prepayments
prior to the due date in the accrual period on the mortgage loans comprising or
underlying the mortgage loans or MBS in the trust fund for the series. The
particular manner in which these shortfalls are to be allocated among some or
all of the classes of certificates of that series will be specified in the
related prospectus supplement. The related prospectus supplement will also
describe the extent to which the amount of Accrued Certificate Interest that is
otherwise distributable on a class of offered certificates may be reduced as a
result of any other contingencies, including delinquencies, losses and deferred
interest on or in respect of the mortgage loans comprising or underlying the
mortgage loans or MBS in the related trust fund. Similarly, with respect to
Accrual Certificates, the related prospectus supplement will describe the extent
to which the amount of Accrued Certificate Interest that may be added to the
Certificate Balance of a Class of Offered Certificates may be reduced. Unless
otherwise provided in the related prospectus supplement, any reduction in the
amount of Accrued Certificate Interest otherwise distributable on a class of
certificates by reason of the allocation to the class of a portion of any
deferred interest on the mortgage loans comprising or underlying the mortgage
loans or MBS in the related trust fund will result in a corresponding increase
in the Certificate Balance of the class. See "Risk Factors--Prepayments And
Repurchases May Reduce The Yield On Your Certificates," and "--If Prepayment
Premiums Are Not Enforced, Your Certificates May Be Adversely Affected," and
"Yield Considerations."


DISTRIBUTIONS OF PRINCIPAL OF THE CERTIFICATES

     The certificates of each series, other than certain classes of Stripped
Interest Certificates, will have a Certificate Balance. The Certificate Balance
will equal the maximum principal amount that the holder will be entitled to
receive out of future cash flow on the assets in the trust fund. The outstanding
Certificate Balance of a certificate will be reduced to the extent of
distributions of principal and, if and to the extent so provided in the related
prospectus supplement, by the amount of losses incurred in respect of the
related assets. The outstanding Certificate Balance may be increased in respect
of deferred interest on the related mortgage loans to the extent provided in the
related prospectus supplement. The outstanding Certificate Balance may be
increased in the case of Accrual Certificates, prior to the Distribution Date on
which distributions of interest are required to commence, by any related Accrued
Certificate Interest. Unless otherwise provided in the related prospectus
supplement, the initial aggregate Certificate Balance of all classes of
certificates of a series will not be greater than the outstanding aggregate
principal balance of the related assets as of the applicable Cut-off Date. The
initial aggregate Certificate Balance of a series and each class thereof will be
specified in the related prospectus supplement. Unless otherwise provided in the
related prospectus supplement, distributions of principal will be made on each
Distribution Date to the class or classes of certificates entitled thereto in
accordance with the provisions described in the prospectus supplement until the
Certificate Balance of that class has been reduced to zero. Stripped Interest
Certificates with no Certificate Balance are not entitled to any distributions
of principal.


COMPONENTS

     To the extent specified in the related prospectus supplement, distribution
on a class of certificates may be based on a combination of two or more
different components as described under "--General" above. To the extent, the
descriptions set forth under "--Distributions of Interests on the Certificates"
and "--Distributions of Principal of the




                                      -36-



Certificates" above also relate to components of a class of certificates. In
this case, references to Certificate Balance and pass-through rate refer to the
principal balance, if any, of any component and the pass-through rate, if any,
on any component, respectively.


DISTRIBUTIONS ON THE CERTIFICATES OF PREPAYMENT PREMIUMS OR IN RESPECT OF EQUITY
PARTICIPATIONS

     If so provided in the related prospectus supplement, prepayment premiums or
payments in respect of Equity Participations that are collected on the mortgage
loans or MBS in the related trust fund will be distributed on each Distribution
Date to the class or classes of certificates entitled thereto in accordance with
the provisions described in the prospectus supplement.


ALLOCATION OF LOSSES AND SHORTFALLS

     If so provided in the prospectus supplement for a series of certificates
consisting of one or more classes of Subordinate Certificates, on any
Distribution Date in respect of which losses or shortfalls in collections on the
mortgage loans or MBS or both have been incurred, the amount of losses or
shortfalls will be borne first by a class of Subordinate Certificates in the
priority and manner and subject to the limitations specified in the prospectus
supplement. See "Description of Credit Support" for a description of the types
of protection that may be included in a trust fund against losses and shortfalls
on mortgage loans or MBS comprising the trust fund.


ADVANCES IN RESPECT OF DELINQUENCIES

     With respect to any series of certificates evidencing an interest in a
trust fund, unless otherwise provided in the related prospectus supplement, the
master servicer or another entity described in the prospectus supplement will be
required as part of its servicing responsibilities to advance on or before each
Distribution Date its own funds or funds held in the Certificate Account that
are not included in the Available Distribution Amount for the Distribution Date.
The master servicer or other entity required to make advances will do so, in an
amount equal to the aggregate of payments of principal, other than any balloon
payments, and interest, net of related servicing fees and Retained Interest,
that were due on the Whole Loans in the trust fund during the related Due Period
and were delinquent on the related Determination Date. The master servicer or
other entity required to make advances will advance, subject to that entity's
good faith determination that the advances will be reimbursable from Related
Proceeds. In the case of a series of certificates that includes one or more
classes of Subordinate Certificates and if so provided in the related prospectus
supplement, the master servicer's or another entity's advance obligation may be
limited only to the portion of the delinquencies necessary to make the required
distributions on one or more classes of Senior Certificates and may be subject
to the master servicer's or another entity's good faith determination that the
advances will be reimbursable not only from Related Proceeds but also from
collections on other assets otherwise distributable on one or more classes of
Subordinate Certificates. See "Description of Credit Support."

     Advances are intended to maintain a regular flow of scheduled interest and
principal payments to holders of the class or classes of certificates. Advances
do not guaranty or insure against losses. Unless otherwise provided in the
related prospectus supplement, advances of the master servicer's or another
entity's funds will be reimbursable only out of Related Proceeds and, if so
provided in the prospectus supplement, out of any amounts otherwise
distributable on one or more classes of Subordinate Certificates of the series.
However, advances will be reimbursable from amounts in the Certificate Account
prior to distributions being made on the certificates, to the extent that the
master servicer or another entity shall determine in good faith that the advance
is a Nonrecoverable Advance. If advances have been made by the master servicer
from excess funds in the Certificate Account, the master servicer is required to
replace the funds in the Certificate Account on any future Distribution Date to
the extent that funds in the Certificate Account on the Distribution Date are
less than payments required to be made to certificateholders on that date. If so
specified in the related prospectus supplement, the obligations of the master
servicer or another entity to make advances may be secured by a cash advance
reserve fund, a surety bond, a letter of credit or another form of limited
guaranty. If applicable, information regarding the characteristics of, and the
identity of any obligor on, any surety bond, will be set forth in the related
prospectus supplement.

     If and to the extent so provided in the related prospectus supplement, the
master servicer or another entity will be entitled to receive interest at the
rate specified in the prospectus supplement on its outstanding advances and will
be entitled to pay itself interest periodically from general collections on the
assets prior to any payment to certificateholders or as otherwise provided in
the related Agreement and described in the prospectus supplement.


                                      -37-



     The prospectus supplement for any series of certificates evidencing an
interest in a trust fund that includes MBS will describe any corresponding
advancing obligation of any person in connection with the MBS.


REPORTS TO CERTIFICATEHOLDERS

     Unless otherwise provided in the prospectus supplement, with each
distribution to holders of any class of certificates of a series, the master
servicer or the trustee, as provided in the related prospectus supplement, will
forward or cause to be forwarded to each holder, to Morgan Stanley Capital I
Inc. and to the other parties as may be specified in the related Agreement, a
statement setting forth, in each case to the extent applicable and available:

     (1) the amount of the distribution to holders of certificates of that class
         applied to reduce the Certificate Balance thereof;

     (2) the amount of the distribution to holders of certificates of that class
         allocable to Accrued Certificate Interest;

     (3) the amount of the distribution allocable to

         o    prepayment premiums and

         o    payments on account of Equity Participations;

     (4) the amount of related servicing compensation received by a master
         servicer and, if payable directly out of the related trust fund, by any
         special servicer and any subservicer and any other customary
         information as that master servicer or trustee deem necessary or
         desirable, or that a certificateholder reasonably requests, to enable
         certificateholders to prepare their tax returns;

     (5) the aggregate amount of advances included in that distribution, and the
         aggregate amount of unreimbursed advances at the close of business on
         that Distribution Date;

     (6) the aggregate principal balance of the assets at the close of business
         on that Distribution Date;

     (7) the number and aggregate principal balance of Whole Loans in respect of
         which:

         o    one scheduled payment is delinquent,

         o    two scheduled payments are delinquent,

         o    three or more scheduled payments are delinquent and

         o    foreclosure proceedings have been commenced;

     (8) with respect to each Whole Loan that is delinquent two or more months:

         o    the loan number thereof,

         o    the unpaid balance thereof,

         o    whether the delinquency is in respect of any balloon payment,

         o    the aggregate amount of unreimbursed servicing expenses and
              unreimbursed advances in respect thereof,

         o    if applicable, the aggregate amount of any interest accrued and
              payable on related servicing expenses and related advances
              assuming the mortgage loan is subsequently liquidated through
              foreclosure,

         o    whether a notice of acceleration has been sent to the borrower
              and, if so, the date of the notice,

         o    whether foreclosure proceedings have been commenced and, if so,
              the date so commenced and





                                      -38-



          o   if the mortgage loan is more than three months delinquent and
              foreclosure has not been commenced, the reason therefor;

     (9)  with respect to any Whole Loan liquidated during the related Due
          Period other than by payment in full:

          o   the loan number thereof,

          o   the manner in which it was liquidated and

          o   the aggregate amount of liquidation proceeds received;

     (10) with respect to any Whole Loan liquidated during the related Due
          Period,

          o   the portion of the liquidation proceeds payable or reimbursable to
              the master servicer, or any other entity, in respect of the
              mortgage loan and

          o   the amount of any loss to certificateholders;

     (11) with respect to each REO Property relating to a Whole Loan and
          included in the trust fund as of the end of the related Due Period,

          o   the loan number of the related mortgage loan and

          o   the date of acquisition;

     (12) with respect to each REO Property relating to a Whole Loan and
          included in the trust fund as of the end of the related Due Period:

          o   the book value,

          o   the principal balance of the related mortgage loan immediately
              following the Distribution Date, calculated as if the mortgage
              loan were still outstanding taking into account certain limited
              modifications to the terms thereof specified in the Agreement,

          o   the aggregate amount of unreimbursed servicing expenses and
              unreimbursed advances in respect thereof and

          o   if applicable, the aggregate amount of interest accrued and
              payable on related servicing expenses and related advances;

     (13) with respect to any REO Property sold during the related Due Period

          o   the loan number of the related mortgage loan,

          o   the aggregate amount of sale proceeds,

          o   the portion of sales proceeds payable or reimbursable to the
              master servicer or a special servicer in respect of the REO
              Property or the related mortgage loan and

          o   the amount of any loss to certificateholders in respect of the
              related mortgage loan;

     (14) the aggregate Certificate Balance or Notional Amount, as the case may
          be, of each class of certificates including any class of certificates
          not offered hereby at the close of business on the Distribution Date,
          separately identifying any reduction in the Certificate Balance due to
          the allocation of any loss and increase in the Certificate Balance of
          a class of Accrual Certificates in the event that Accrued Certificate
          Interest has been added to the balance;

     (15) the aggregate amount of principal prepayments made during the related
          Due Period;

     (16) the amount deposited in the reserve fund, if any, on the Distribution
          Date;


                                      -39-



     (17) the amount remaining in the reserve fund, if any, as of the close of
          business on the Distribution Date;

     (18) the aggregate unpaid Accrued Certificate Interest, if any, on each
          class of certificates at the close of business on the Distribution
          Date;

     (19) in the case of certificates with a variable pass-through rate, the
          pass-through rate applicable to the Distribution Date, and, if
          available, the immediately succeeding Distribution Date, as calculated
          in accordance with the method specified in the related prospectus
          supplement;

     (20) in the case of certificates with an adjustable pass-through rate, for
          statements to be distributed in any month in which an adjustment date
          occurs, the adjustable pass-through rate applicable to the
          Distribution Date and the immediately succeeding Distribution Date as
          calculated in accordance with the method specified in the related
          prospectus supplement;

     (21) as to any series which includes Credit Support, the amount of coverage
          of each instrument of Credit Support included in the Series as of the
          close of business on the Distribution Date; and

     (22) the aggregate amount of payments by the borrowers of:

          o   default interest,

          o   late charges and

          o   assumption and modification fees collected during the related Due
              Period.

     In the case of information furnished pursuant to subclauses (1)-(4) above,
the amounts generally will be expressed as a dollar amount per minimum
denomination of certificates. In addition, in the case of information furnished
pursuant to subclauses (1), (2), (14), (18) and (19) above, the amounts shall
also be provided with respect to each component, if any, of a class of
certificates. The master servicer or the trustee, as specified in the related
prospectus supplement, will forward or cause to be forwarded to each holder, to
Morgan Stanley Capital I Inc. and to any other parties as may be specified in
the Agreement, a copy of any statements or reports received by the master
servicer or the trustee, as applicable, with respect to any MBS. The prospectus
supplement for each series of offered certificates will describe any additional
information to be included in reports to the holders of the certificates.

     Within a reasonable period of time after the end of each calendar year, the
master servicer or the trustee, as provided in the related prospectus
supplement, shall furnish to each person who at any time during the calendar
year was a holder of a certificate a statement containing the information set
forth in subclauses (1)-(4) above, aggregated for the calendar year or the
applicable portion thereof during which the person was a certificateholder. This
obligation of the master servicer or the trustee shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the master servicer or the trustee pursuant to any requirements of
the Code as are from time to time in force. See "Description of the
Certificates--Book-Entry Registration and Definitive Certificates."


TERMINATION

     The obligations created by the Agreement for each series of certificates
will terminate upon the payment to certificateholders of that series of all
amounts held in the Certificate Account or by the master servicer, if any, or
the trustee and required to be paid to them pursuant to the Agreement following
the earlier of

     o   the final payment or other liquidation of the last asset subject
         thereto or the disposition of all property acquired upon foreclosure of
         any Whole Loan subject thereto and

     o   the purchase of all of the assets of the trust fund by the party
         entitled to effect the termination, under the circumstances and in the
         manner set forth in the related prospectus supplement.

In no event, however, will the trust fund created by the Agreement continue
beyond the date specified in the related prospectus supplement. Written notice
of termination of the Agreement will be given to each certificateholder, and the
final distribution will be made only upon presentation and surrender of the
certificates at the location to be specified in the notice of termination.




                                      -40-



     If so specified in the related prospectus supplement, a series of
certificates may be subject to optional early termination through the repurchase
of the assets in the related trust fund by the party specified in the prospectus
supplement, under the circumstances and in the manner set forth in the
prospectus supplement. If so provided in the related prospectus supplement, upon
the reduction of the Certificate Balance of a specified class or classes of
certificates by a specified percentage or amount, the party specified in the
prospectus supplement will solicit bids for the purchase of all assets of the
trust fund, or of a sufficient portion of the assets to retire the class or
classes or purchase the class or classes at a price set forth in the related
prospectus supplement, in each case, under the circumstances and in the manner
set forth in the prospectus supplement.


BOOK-ENTRY REGISTRATION AND DEFINITIVE CERTIFICATES

     If so provided in the related prospectus supplement, one or more classes of
the offered certificates of any series will be issued as book-entry
certificates, and each class will be represented by one or more single
certificates registered in the name of a nominee for the depository, the
Depository Trust Company ("DTC").

     DTC is a limited-purpose trust company organized under the laws of the
State of New York, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the Uniform Commercial Code and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended. DTC was created to hold securities for its
Participants and facilitate the clearance and settlement of securities
transactions between Participants through electronic book-entry changes in their
accounts, eliminating the need for physical movement of certificates.
Participants include Morgan Stanley & Co. Incorporated, securities brokers and
dealers, banks, trust companies and clearing corporations and may include other
organizations. Indirect access to the DTC system also is available to Indirect
Participants.

     Unless otherwise provided in the related prospectus supplement, investors
that are not Participants or Indirect Participants but desire to purchase, sell
or otherwise transfer ownership of, or other interests in, book-entry
certificates may do so only through Participants and Indirect Participants. In
addition, these Certificate Owners will receive all distributions on the
book-entry certificates through DTC and its Participants. Under a book-entry
format, Certificate Owners will receive payments after the related Distribution
Date because, while payments are required to be forwarded to Cede, as nominee
for DTC, on each Distribution Date, DTC will forward the payments to its
Participants which thereafter will be required to forward them to Indirect
Participants or Certificate Owners. Unless otherwise provided in the related
prospectus supplement, the only certificateholder will be Cede, as nominee of
DTC, and the Certificate Owners will not be recognized by the trustee as
certificateholders under the Agreement. Certificate Owners will be permitted to
exercise the rights of certificateholders under the related Agreement only
indirectly through the Participants who in turn will exercise their rights
through DTC.

     Under the rules, regulations and procedures creating and affecting DTC and
its operations, DTC is required to make book-entry transfers among Participants
on whose behalf it acts with respect to the book-entry certificates and is
required to receive and transmit distributions of principal of and interest on
the book-entry certificates. Participants and Indirect Participants with which
Certificate Owners have accounts with respect to the book-entry certificates
similarly are required to make book-entry transfers and receive and transmit the
payments on behalf of their respective Certificate Owners.

     Because DTC can act only on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Certificate
Owner to pledge its interest in the book-entry certificates to persons or
entities that do not participate in the DTC system, or otherwise take actions in
respect of its interest in the book-entry certificates, may be limited due to
the lack of a physical certificate evidencing the interest.

     DTC has advised Morgan Stanley Capital I Inc. that it will take any action
permitted to be taken by a certificateholder under the Agreement only at the
direction of one or more Participants to whose account with DTC interests in the
book-entry certificates are credited.

     Unless otherwise specified in the related prospectus supplement,
certificates initially issued in book-entry form will be issued as definitive
certificates, rather than to DTC or its nominee only if

     o   Morgan Stanley Capital I Inc. advises the trustee in writing that DTC
         is no longer willing or able to properly discharge its responsibilities
         as depository with respect to the certificates and Morgan Stanley
         Capital I Inc. is unable to locate a qualified successor, or



                                      -41-



     o   Morgan Stanley Capital I Inc., at its option, elects to terminate the
         book-entry system through DTC.

     Upon the occurrence of either of the events described in the immediately
preceding paragraph, DTC is required to notify all Participants of the
availability through DTC of definitive certificates for the Certificate Owners.
Upon surrender by DTC of the certificate or certificates representing the
book-entry certificates, together with instructions for reregistration, the
trustee will issue, or cause to be issued, to the Certificate Owners identified
in the instructions the definitive certificates to which they are entitled, and
thereafter the trustee will recognize the holders of the definitive certificates
as certificateholders under the Agreement.


                          DESCRIPTION OF THE AGREEMENTS

     The certificates will be offered pursuant to a Pooling Agreement or a Trust
Agreement.

     o   A Pooling Agreement will be used where the trust fund includes Whole
         Loans. The parties to a Pooling Agreement will be Morgan Stanley
         Capital I Inc., a trustee, a master servicer and any special servicer
         appointed as of the date of the Pooling Agreement. If a master servicer
         is not appointed, a servicer, with, generally, the same obligations as
         described in this prospectus with respect to the master servicer,
         unless otherwise specified in the prospectus supplement, will be
         appointed. This servicer will service all or a significant number of
         Whole Loans directly without a subservicer. References in this
         prospectus to master servicer and its rights and obligations, to the
         extent set forth in the related prospectus supplement, shall be deemed
         to also be references to any servicer servicing Whole Loans directly.

     o   A Trust Agreement will be used where the trust fund does not include
         Whole Loans. The parties to a Trust Agreement will be Morgan Stanley
         Capital I Inc. and a trustee. A manager or administrator may be
         appointed pursuant to the Trust Agreement for any trust fund to
         administer the trust fund.

     The provisions of each Agreement will vary depending upon the nature of the
certificates to be issued thereunder and the nature of the related trust fund. A
form of a Pooling Agreement has been filed as an exhibit to the Registration
Statement of which this prospectus is a part. Any Trust Agreement will generally
conform to the form of Pooling Agreement filed herewith, but will not contain
provisions with respect to the servicing and maintenance of Whole Loans. The
following summaries describe some of the provisions that may appear in each
Agreement. The prospectus supplement for a series of certificates will describe
any provision of the Agreement relating to a series that materially differs from
the description thereof contained in this prospectus. The summaries do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all of the provisions of the Agreement for each trust fund and
the description of the provisions in the related prospectus supplement. Morgan
Stanley Capital I Inc. will provide a copy of the Agreement, without exhibits,
relating to any series of certificates without charge upon written request of a
holder of a certificate of a series addressed to Morgan Stanley Capital I Inc.,
c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, 37th Floor, New York, New
York 10036, Attention: John E. Westerfield.


ASSIGNMENT OF ASSETS; REPURCHASES

     At the time of issuance of any series of certificates, Morgan Stanley
Capital I Inc. will assign or cause to be assigned to the designated trustee the
assets to be included in the related trust fund, together with all principal and
interest to be received on or with respect to the assets after the Cut-off Date,
other than principal and interest due on or before the Cut-off Date and other
than any Retained Interest. The trustee will, concurrently with the assignment,
deliver the certificates to Morgan Stanley Capital I Inc. in exchange for the
assets and the other assets comprising the trust fund for the series. Each
mortgage loan and MBS will be identified in a schedule appearing as an exhibit
to the related Agreement. Unless otherwise provided in the related prospectus
supplement, the schedule will include detailed information

     o   in respect of each Whole Loan included in the related trust fund,
         including without limitation, the address of the related mortgaged
         property and type of the property, the mortgage rate and, if
         applicable, the applicable Index, margin, adjustment date and any rate
         cap information, the



                                      -42-



         original and remaining term to maturity, the original and outstanding
         principal balance and balloon payment, if any, the Value,
         Loan-to-Value Ratio and the Debt Service Coverage Ratio as of the date
         indicated and payment and prepayment provisions, if applicable, and

     o   in respect of each MBS included in the related trust fund, including
         without limitation, the MBS issuer, MBS servicer and MBS trustee, the
         pass-through or bond rate or formula for determining the rate, the
         issue date and original and remaining term to maturity, if applicable,
         the original and outstanding principal amount and payment provisions,
         if applicable.

     With respect to each Whole Loan, Morgan Stanley Capital I Inc. will deliver
or cause to be delivered to the trustee or to the custodian, certain loan
documents, which to the extent set forth in the related prospectus supplement
will include the original mortgage note endorsed, without recourse, in blank or
to the order of the trustee, the original mortgage or a certified copy thereof
with evidence of recording indicated thereon and an assignment of the mortgage
to the trustee in recordable form. Notwithstanding the foregoing, a trust fund
may include mortgage loans where the original mortgage note is not delivered to
the trustee if Morgan Stanley Capital I Inc. delivers to the trustee or the
custodian a copy or a duplicate original of the mortgage note, together with an
affidavit certifying that the original thereof has been lost or destroyed. With
respect to these mortgage loans, the trustee or its nominee may not be able to
enforce the mortgage note against the related borrower. Unless otherwise
specified in the related prospectus supplement, the asset seller will be
required to agree to repurchase, or substitute for, this type of mortgage loan
that is subsequently in default if the enforcement thereof or of the related
mortgage is materially adversely affected by the absence of the original
mortgage note. Unless otherwise provided in the related prospectus supplement,
the related Agreement will require Morgan Stanley Capital I Inc. or another
party specified in the Agreement to promptly cause each assignment of mortgage
to be recorded in the appropriate public office for real property records.
However, in the State of California or in other states where, in the opinion of
counsel acceptable to the trustee, recording is not required to protect the
trustee's interest in the related Whole Loan against the claim of any subsequent
transferee or any successor to or creditor of Morgan Stanley Capital I Inc., the
master servicer, the relevant asset seller or any other prior holder of the
Whole Loan, the assignment of mortgage for each related Whole Loan may not be
recorded.

     The trustee or a custodian will review the Whole Loan documents within a
specified period of days after receipt thereof, and the trustee or a custodian
will hold the documents in trust for the benefit of the certificateholders.
Unless otherwise specified in the related prospectus supplement, if any of these
documents are found to be missing or defective in any material respect, the
trustee or custodian shall immediately notify the master servicer and Morgan
Stanley Capital I Inc., and the master servicer shall immediately notify the
relevant asset seller. If the asset seller cannot cure the omission or defect
within a specified number of days after receipt of notice, then to the extent
set forth in the related prospectus supplement, the asset seller will be
obligated, within a specified number of days of receipt of notice, to repurchase
the related Whole Loan from the trustee at the Purchase Price or substitute the
mortgage loan. There can be no assurance that an asset seller will fulfill this
repurchase or substitution obligation, and neither the master servicer nor
Morgan Stanley Capital I Inc. will be obligated to repurchase or substitute the
mortgage loan if the asset seller defaults on its obligation. Unless otherwise
specified in the related prospectus supplement, this repurchase or substitution
obligation constitutes the sole remedy available to the certificateholders or
the trustee for omission of, or a material defect in, a constituent document. To
the extent specified in the related prospectus supplement, in lieu of curing any
omission or defect in the asset or repurchasing or substituting for the asset,
the asset seller may agree to cover any losses suffered by the trust fund as a
result of this type of breach or defect.

     If so provided in the related prospectus supplement, Morgan Stanley Capital
I Inc. will, as to some or all of the mortgage loans, assign or cause to be
assigned to the trustee the related lease assignments. In certain cases, the
trustee, or master servicer, as applicable, may collect all moneys under the
related leases and distribute amounts, if any, required under the lease for the
payment of maintenance, insurance and taxes, to the extent specified in the
related lease agreement. The trustee, or if so specified in the prospectus
supplement, the master servicer, as agent for the trustee, may hold the lease in
trust for the benefit of the certificateholders.

     With respect to each Government Security or MBS in certificated form,
Morgan Stanley Capital I Inc. will deliver or cause to be delivered to the
trustee or the custodian the original certificate or other definitive evidence
of the Government Security or MBS, as applicable, together with bond power or
other instruments, certifications or documents required to transfer fully the
Government Security or MBS, as applicable, to the trustee for the benefit of



                                      -43-



the certificateholders. With respect to each Government Security or MBS in
uncertificated or book-entry form or held through a "clearing corporation"
within the meaning of the UCC, Morgan Stanley Capital I Inc. and the trustee
will cause the Government Security or MBS to be registered directly or on the
books of the clearing corporation or of a financial intermediary in the name of
the trustee for the benefit of the certificateholders. Unless otherwise provided
in the related prospectus supplement, the related Agreement will require that
either Morgan Stanley Capital I Inc. or the trustee promptly cause any MBS and
government securities in certificated form not registered in the name of the
trustee to be re-registered, with the applicable persons, in the name of the
trustee.


REPRESENTATIONS AND WARRANTIES; REPURCHASES

     Unless otherwise provided in the related prospectus supplement Morgan
Stanley Capital I Inc. will, with respect to each Whole Loan, make or assign
certain representations and warranties, as of a specified date covering, by way
of example, the following types of matters:

     o   the accuracy of the information set forth for the Whole Loan on the
         schedule of assets appearing as an exhibit to the related Agreement;

     o   the existence of title insurance insuring the lien priority of the
         Whole Loan;

     o   the authority of the Warrantying Party to sell the Whole Loan;

     o   the payment status of the Whole Loan and the status of payments of
         taxes, assessments and other charges affecting the related mortgaged
         property;

     o   the existence of customary provisions in the related mortgage note and
         mortgage to permit realization against the mortgaged property of the
         benefit of the security of the mortgage; and

     o   the existence of hazard and extended perils insurance coverage on the
         mortgaged property.

     Any Warrantying Party, if other than Morgan Stanley Capital I Inc., shall
be an asset seller or an affiliate thereof or another person acceptable to
Morgan Stanley Capital I Inc. and shall be identified in the related prospectus
supplement.

     Representations and warranties made in respect of a Whole Loan may have
been made as of a date prior to the applicable Cut-off Date. A substantial
period of time may have elapsed between the date on which the representations
are made and the date of initial issuance of the related series of certificates
evidencing an interest in the Whole Loan. Unless otherwise specified in the
related prospectus supplement, in the event of a breach of any representation or
warranty, the Warrantying Party will be obligated to reimburse the trust fund
for losses caused by the breach or either cure the breach or repurchase or
replace the affected Whole Loan as described in the next paragraph. Since the
representations and warranties may not address events that may occur following
the date as of which they were made, the Warrantying Party will have a
reimbursement, cure, repurchase or substitution obligation in connection with a
breach of a representation and warranty only if the relevant event that causes
such breach occurs prior to the date on which they were made. The Warranting
Party would have no obligations if the relevant event that causes the breach
occurs after that date.

     Unless otherwise provided in the related prospectus supplement, each
Agreement will provide that the master servicer or trustee, or both, will be
required to notify promptly the relevant Warrantying Party of any breach of any
representation or warranty made by it in respect of a Whole Loan that materially
and adversely affects the value of the Whole Loan or the interests in the Whole
Loan of the certificateholders. If the Warrantying Party cannot cure the breach
within a specified period following the date on which the party was notified of
the breach, then

     o   the Warrantying Party will be obligated to repurchase the Whole Loan
         from the trustee within a specified period from the date on which the
         Warrantying Party was notified of the breach, at the Purchase Price; or

     o   if so provided in the prospectus supplement for a series, the
         Warrantying Party, will have the option, within a specified period
         after initial issuance of such series of certificates, to cause the
         Whole Loan to be removed from the trust fund and substitute in its
         place one or more other Whole Loans, in accordance with the standards
         described in the related prospectus supplement; or



                                      -44-



     o   if so provided in the prospectus supplement for a series, the
         Warrantying Party, will have the option to reimburse the trust fund or
         the certificateholders for any losses caused by the breach.

Unless otherwise specified in the related prospectus supplement, this
reimbursement, repurchase or substitution obligation will constitute the sole
remedy available to holders of certificates or the trustee for a breach of
representation by a Warrantying Party.

     Neither Morgan Stanley Capital I Inc., except to the extent that it is the
Warrantying Party, nor the master servicer will be obligated to purchase or
substitute for a Whole Loan if a Warrantying Party defaults on its obligation to
do so, and no assurance can be given that Warrantying Parties will carry out
their obligations with respect to Whole Loans.

     Unless otherwise provided in the related prospectus supplement the
Warrantying Party will, with respect to a trust fund that includes government
securities or MBS, make or assign certain representations or warranties, as of a
specified date, with respect to the government securities or MBS, covering

     o   the accuracy of the information set forth therefor on the schedule of
         assets appearing as an exhibit to the related Agreement and

     o   the authority of the Warrantying Party to sell the assets.

The related prospectus supplement will describe the remedies for a breach
thereof.

     A master servicer will make representations and warranties regarding its
authority to enter into, and its ability to perform its obligations under, the
related Agreement. A breach of any of these representations which materially and
adversely affects the interests of the certificateholders and which continues
unremedied for thirty days after the giving of written notice of the breach to
the master servicer, the trustee or Morgan Stanley Capital I Inc. will
constitute an Event of Default under the Agreement. See "--Events of Default"
and "--Rights Upon Event of Default," below.


CERTIFICATE ACCOUNT AND OTHER COLLECTION ACCOUNTS


  GENERAL

     The master servicer or the trustee or both will, as to each trust fund,
establish and maintain or cause to be established and maintained, the
Certificate Account, which must be either

     o   an account or accounts the deposits in which are insured by the Bank
         Insurance Fund or the Savings Association Insurance Fund of the FDIC,
         to the limits established by the FDIC, and the uninsured deposits in
         which are otherwise secured such that the certificateholders have a
         claim with respect to the funds in the Certificate Account or a
         perfected first priority security interest against any collateral
         securing the funds that is superior to the claims of any other
         depositors or general creditors of the institution with which the
         Certificate Account is maintained or

     o   otherwise maintained with a bank or trust company, and in a manner,
         satisfactory to the Rating Agency or Agencies rating any class of
         certificates of the series.

The collateral eligible to secure amounts in the Certificate Account is limited
to Permitted Investments. A Certificate Account may be maintained as an interest
bearing or a non-interest bearing account and the funds held in the account may
be invested pending each succeeding Distribution Date in short-term Permitted
Investments. Unless otherwise provided in the related prospectus supplement, any
interest or other income earned on funds in the Certificate Account will be paid
to a master servicer or its designee as additional servicing compensation. The
Certificate Account may be maintained with an institution that is an affiliate
of the master servicer, if applicable, provided that the institution meets the
standards imposed by the Rating Agency or Agencies. If permitted by the Rating
Agency or Agencies and so specified in the related prospectus supplement, a
Certificate Account may contain funds relating to more than one series of
mortgage pass-through certificates and may contain other funds respecting
payments on mortgage loans belonging to the master servicer or serviced or
master serviced by it on behalf of others.



                                      -45-



  DEPOSITS

         A master servicer or the trustee will deposit or cause to be deposited
in the Certificate Account for one or more trust funds on a daily basis, unless
otherwise provided in the related Agreement, the following payments and
collections received, or advances made, by the master servicer or the trustee or
on its behalf subsequent to the Cut-off Date, other than payments due on or
before the Cut-off Date, and exclusive of any amounts representing a Retained
Interest, all payments on account of principal, including principal prepayments,
on the assets;

     (1)   all payments on account of interest on the assets, including any
           default interest collected, in each case net of any portion thereof
           retained by a master servicer, a subservicer or a special servicer as
           its servicing compensation and net of any Retained Interest;

     (2)   all proceeds of the hazard, business interruption and general
           liability insurance policies to be maintained in respect of each
           mortgaged property securing a Whole Loan in the trust fund, to the
           extent the proceeds are not applied to the restoration of the
           property or released to the borrower in accordance with normal
           servicing procedures and all Insurance Proceeds and all Liquidation
           Proceeds, together with the net proceeds on a monthly basis with
           respect to any mortgaged properties acquired for the benefit of
           certificateholders by foreclosure or by deed in lieu of foreclosure
           or otherwise;

     (3)   any amounts paid under any instrument or drawn from any fund that
           constitutes Credit Support for the related series of certificates as
           described under "Description of Credit Support";

     (4)   any advances made as described under "Description of the
           Certificates--Advances in Respect of Delinquencies";

     (5)   any amounts representing prepayment premiums;

     (6)   any amounts paid under any Cash Flow Agreement, as described under
           "Description of the Trust Funds--Cash Flow Agreements";

     (7)   all proceeds of any asset or, with respect to a Whole Loan, property
           acquired in respect thereof purchased by Morgan Stanley Capital I
           Inc., any asset seller or any other specified person as described
           above under "--Assignment of Assets; Repurchases" and
           "--Representations and Warranties; Repurchases," all proceeds of any
           defaulted mortgage loan purchased as described below under
           "--Realization Upon Defaulted Whole Loans," and all proceeds of any
           asset purchased as described above under "Description of the
           Certificates--Termination";

     (8)   any amounts paid by a master servicer to cover certain interest
           shortfalls arising out of the prepayment of Whole Loans in the trust
           fund as described under "Description of the Agreements--Retained
           Interest; Servicing Compensation and Payment of Expenses";

     (9)   to the extent that any item does not constitute additional servicing
           compensation to a master servicer, any payments on account of
           modification or assumption fees, late payment charges, prepayment
           premiums or Equity Participations on the mortgage loans or MBS or
           both;

     (10)  all payments required to be deposited in the Certificate Account with
           respect to any deductible clause in any blanket insurance policy
           described below under "--Hazard Insurance Policies";

     (11)  any amount required to be deposited by a master servicer or the
           trustee in connection with losses realized on investments for the
           benefit of the master servicer or the trustee, as the case may be, of
           funds held in the Certificate Account; and

     (12)  any other amounts required to be deposited in the Certificate Account
           as provided in the related Agreement and described in the related
           prospectus supplement.



                                      -46-



  WITHDRAWALS

         A master servicer or the trustee may, from time to time, unless
otherwise provided in the related Agreement and described in the related
prospectus supplement, make withdrawals from the Certificate Account for each
trust fund for any of the following purposes:

     (1)   to make distributions to the certificateholders on each Distribution
           Date;

     (2)   to reimburse a master servicer for unreimbursed amounts advanced as
           described above under "Description of the Certificates--Advances in
           Respect of Delinquencies," the reimbursement to be made out of
           amounts received which were identified and applied by the master
           servicer as late collections of interest, net of related servicing
           fees and Retained Interest, on and principal of the particular Whole
           Loans with respect to which the advances were made or out of amounts
           drawn under any form of Credit Support with respect to those Whole
           Loans;

     (3)   to reimburse a master servicer for unpaid servicing fees earned and
           certain unreimbursed servicing expenses incurred with respect to
           Whole Loans and properties acquired in respect thereof, such
           reimbursement to be made out of amounts that represent Liquidation
           Proceeds and Insurance Proceeds collected on the particular Whole
           Loans and properties, and net income collected on the particular
           properties, with respect to which the fees were earned or the
           expenses were incurred or out of amounts drawn under any form of
           Credit Support with respect to such Whole Loans and properties;

     (4)   to reimburse a master servicer for any advances described in clause
           (2) above and any servicing expenses described in clause (3) above
           which, in the master servicer's good faith judgment, will not be
           recoverable from the amounts described in clauses (2) and (3),
           respectively, the reimbursement to be made from amounts collected on
           other assets or, if and to the extent so provided by the related
           Agreement and described in the related prospectus supplement, just
           from that portion of amounts collected on other assets that is
           otherwise distributable on one or more classes of Subordinate
           Certificates, if any, remain outstanding, and otherwise any
           outstanding class of certificates, of the related series;

     (5)   if and to the extent described in the related prospectus supplement,
           to pay a master servicer interest accrued on the advances described
           in clause (2) above and the servicing expenses described in clause
           (3) above while these amounts remain outstanding and unreimbursed;

     (6)   to pay for costs and expenses incurred by the trust fund for
           environmental site assessments with respect to, and for containment,
           clean-up or remediation of hazardous wastes, substances and materials
           on, mortgaged properties securing defaulted Whole Loans as described
           below under "--Realization Upon Defaulted Whole Loans";

     (7)   to reimburse a master servicer, Morgan Stanley Capital I Inc., or any
           of their respective directors, officers, employees and agents, as the
           case may be, for certain expenses, costs and liabilities incurred
           thereby, as and to the extent described below under "--Matters
           Regarding a Master Servicer and the Depositor";

     (8)   if and to the extent described in the related prospectus supplement,
           to pay or to transfer to a separate account for purposes of escrowing
           for the payment of the trustee's fees;

     (9)   to reimburse the trustee or any of its directors, officers, employees
           and agents, as the case may be, for certain expenses, costs and
           liabilities incurred thereby, as and to the extent described below
           under "--Matters Regarding the Trustee";

     (10)  unless otherwise provided in the related prospectus supplement, to
           pay a master servicer, as additional servicing compensation, interest
           and investment income earned in respect of amounts held in the
           Certificate Account;

     (11)  to pay the person entitled thereto any amounts deposited in the
           Certificate Account that were identified and applied by the master
           servicer as recoveries of Retained Interest;



                                      -47-



     (12)  to pay for costs reasonably incurred in connection with the proper
           operation, management and maintenance of any mortgaged property
           acquired for the benefit of certificateholders by foreclosure or by
           deed in lieu of foreclosure or otherwise, these payments to be made
           out of income received on this type of property;

     (13)  if one or more elections have been made to treat the trust fund or
           designated portions thereof as a REMIC, to pay any federal, state or
           local taxes imposed on the trust fund or its assets or transactions,
           as and to the extent described below under "Federal Income Tax
           Consequences--REMICs--Prohibited Transactions Tax and Other Taxes";

     (14)  to pay for the cost of an independent appraiser or other expert in
           real estate matters retained to determine a fair sale price for a
           defaulted Whole Loan or a property acquired in respect thereof in
           connection with the liquidation of the defaulted Whole Loan or
           property;

     (15)  to pay for the cost of various opinions of counsel obtained pursuant
           to the related Agreement for the benefit of certificateholders;

     (16)  to pay for the costs of recording the related Agreement if
           recordation materially and beneficially affects the interests of
           certificateholders, provided that the payment shall not constitute a
           waiver with respect to the obligation of the Warrantying Party to
           remedy any breach of representation or warranty under the Agreement;

     (17)  to pay the person entitled thereto any amounts deposited in the
           Certificate Account in error, including amounts received on any asset
           after its removal from the trust fund whether by reason of purchase
           or substitution as contemplated by "--Assignment of Assets;
           Repurchase" and "--Representations and Warranties; Repurchases" or
           otherwise;

     (18)  to make any other withdrawals permitted by the related Agreement and
           described in the related prospectus supplement; and

     (19)  to clear and terminate the Certificate Account at the termination of
           the trust fund.


  OTHER COLLECTION ACCOUNTS

     Notwithstanding the foregoing, if so specified in the related prospectus
supplement, the Agreement for any series of certificates may provide for the
establishment and maintenance of a separate collection account into which the
master servicer or any related subservicer or special servicer will deposit on a
daily basis the amounts described under "--Deposits" above for one or more
series of certificates. Any amounts on deposit in any collection account will be
withdrawn therefrom and deposited into the appropriate Certificate Account by a
time specified in the related prospectus supplement. To the extent specified in
the related prospectus supplement, any amounts which could be withdrawn from the
Certificate Account as described under "--Withdrawals" above, may also be
withdrawn from any collection account. The prospectus supplement will set forth
any restrictions with respect to any collection account, including investment
restrictions and any restrictions with respect to financial institutions with
which any collection account may be maintained.


COLLECTION AND OTHER SERVICING PROCEDURES

     The master servicer, directly or through subservicers, is required to make
reasonable efforts to collect all scheduled payments under the Whole Loans and
will follow or cause to be followed the collection procedures as it would follow
with respect to mortgage loans that are comparable to the Whole Loans and held
for its own account, provided the procedures are consistent with the Servicing
Standard. In connection therewith, the master servicer will be permitted in its
discretion to waive any late payment charge or penalty interest in respect of a
late Whole Loan payment.

     Each master servicer will also be required to perform other customary
functions of a servicer of comparable loans, including the following:



                                      -48-



     o   maintaining, or causing the borrower or lessee on each mortgage or
         lease to maintain, hazard, business interruption and general liability
         insurance policies and, if applicable, rental interruption policies as
         described in this prospectus and in any related prospectus supplement,
         and filing and settling claims thereunder;

     o   maintaining escrow or impoundment accounts of borrowers for payment of
         taxes, insurance and other items required to be paid by any borrower
         pursuant to the Whole Loan;

     o   processing assumptions or substitutions in those cases where the master
         servicer has determined not to enforce any applicable due-on-sale
         clause; attempting to cure delinquencies;

     o   supervising foreclosures;

     o   inspecting and managing mortgaged properties under certain
         circumstances; and

     o   maintaining accounting records relating to the Whole Loans. Unless
         otherwise specified in the related prospectus supplement, the master
         servicer will be responsible for filing and settling claims in respect
         of particular Whole Loans under any applicable instrument of Credit
         Support. See "Description of Credit Support."

     The master servicer may agree to modify, waive or amend any term of any
Whole Loan in a manner consistent with the Servicing Standard so long as the
modification, waiver or amendment will not

     o   affect the amount or timing of any scheduled payments of principal or
         interest on the Whole Loan or

     o   in its judgment, materially impair the security for the Whole Loan or
         reduce the likelihood of timely payment of amounts due thereon.

The master servicer also may agree to any modification, waiver or amendment that
would so affect or impair the payments on, or the security for, a Whole Loan if,
unless otherwise provided in the related prospectus supplement,

     o   in its judgment, a material default on the Whole Loan has occurred or a
         payment default is imminent and

     o   in its judgment, that modification, waiver or amendment is reasonably
         likely to produce a greater recovery with respect to the Whole Loan on
         a present value basis than would liquidation.

The master servicer is required to notify the trustee in the event of any
modification, waiver or amendment of any Whole Loan.

  SUBSERVICERS

     A master servicer may delegate its servicing obligations in respect of the
Whole Loans to subservicer, but the master servicer will remain obligated under
the related Agreement. Each subservicing agreement must be consistent with the
terms of the related Agreement and must provide that, if for any reason the
master servicer for the related series of certificates is no longer acting in
the capacity of master servicer, the trustee or any successor master servicer
may assume the master servicer's rights and obligations under the subservicing
agreement.

     Unless otherwise provided in the related prospectus supplement, the master
servicer will be solely liable for all fees owed by it to any subservicer,
irrespective of whether the master servicer's compensation pursuant to the
related Agreement is sufficient to pay those fees. However, a subservicer may be
entitled to a Retained Interest in certain Whole Loans. Each subservicer will be
reimbursed by the master servicer for certain expenditures which it makes,
generally to the same extent the master servicer would be reimbursed under an
Agreement. See "--Retained Interest; Servicing Compensation and Payment of
Expenses" below.




                                      -49-



SPECIAL SERVICERS

     To the extent so specified in the related prospectus supplement, a special
servicer may be appointed. The related prospectus supplement will describe the
rights, obligations and compensation of a special servicer. The master servicer
will only be responsible for the duties and obligations of a special servicer to
the extent set forth in the prospectus supplement.


REALIZATION UPON DEFAULTED WHOLE LOANS

     A borrower's failure to make required payments may reflect inadequate
income or the diversion of that income from the service of payments due under
the mortgage loan, and may call into question the borrower's ability to make
timely payment of taxes and to pay for necessary maintenance of the related
mortgaged property. Unless otherwise provided in the related prospectus
supplement, the master servicer is required to:

     o   monitor any Whole Loan which is in default,

     o   contact the borrower concerning the default,

     o   evaluate whether the causes of the default can be cured over a
         reasonable period without significant impairment of the value of the
         mortgaged property,

     o   initiate corrective action in cooperation with the borrower if cure is
         likely,

     o   inspect the mortgaged property, and

     o   take any other actions as are consistent with the Servicing Standard.

A significant period of time may elapse before the master servicer is able to
assess the success of the corrective action or the need for additional
initiatives.

     The time within which the master servicer makes the initial determination
of appropriate action, evaluates the success of corrective action, develops
additional initiatives, institutes foreclosure proceedings and actually
forecloses or takes a deed to a mortgaged property in lieu of foreclosure on
behalf of the certificateholders, may vary considerably depending on the
particular Whole Loan, the mortgaged property, the borrower, the presence of an
acceptable party to assume the Whole Loan and the laws of the jurisdiction in
which the mortgaged property is located. Under federal bankruptcy law, the
master servicer in certain cases may not be permitted to accelerate a Whole Loan
or to foreclose on a mortgaged property for a considerable period of time. See
"Legal Aspects of the Mortgage Loans and the Leases."

     Any Agreement relating to a trust fund that includes Whole Loans may grant
to the master servicer or the holder or holders of certain classes of
certificates, or both, a right of first refusal to purchase from the trust fund
at a predetermined purchase price any Whole Loan as to which a specified number
of scheduled payments thereunder are delinquent. Any such right granted to the
holder of an offered certificate will be described in the related prospectus
supplement. The related prospectus supplement will also describe any such right
granted to any person if the predetermined purchase price is less than the
Purchase Price described under "--Representations and Warranties; Repurchases."

     Unless otherwise specified in the related prospectus supplement, the master
servicer may offer to sell any defaulted Whole Loan described in the preceding
paragraph and not otherwise purchased by any person having a right of first
refusal with respect thereto, if and when the master servicer determines,
consistent with the Servicing Standard, that this sale would produce a greater
recovery on a present value basis than would liquidation through foreclosure or
similar proceeding. The related Agreement will provide that any sale of this
type be made in a commercially reasonable manner for a specified period and that
the master servicer accept the highest cash bid received from any person
including itself, an affiliate of the master servicer or any certificateholder
that constitutes a fair price for the defaulted Whole Loan. In the absence of
any bid determined in accordance with the related Agreement to be fair, the
master servicer shall proceed with respect to the defaulted mortgage loan as
described in the paragraphs below. Any bid in an amount at least equal to the
Purchase Price described under "--Representations and Warranties; Repurchases"
will in all cases be deemed fair.



                                      -50-



     If a default on a Whole Loan has occurred or, in the master servicer's
judgment is imminent, and the action is consistent with the servicing standard,
the master servicer, on behalf of the trustee, may at any time:

     o   institute foreclosure proceedings,

     o   exercise any power of sale contained in any mortgage,

     o   obtain a deed in lieu of foreclosure, or

     o   otherwise acquire title to a mortgaged property securing the Whole
         Loan.

Unless otherwise specified in the related prospectus supplement, the master
servicer may not acquire title to any related mortgaged property or take any
other action that would cause the trustee, for the benefit of
certificateholders, or any other specified person to be considered to hold title
to, to be a "mortgagee-in-possession" of, or to be an "owner" or an "operator"
of that mortgaged property within the meaning of federal environmental laws,
unless the master servicer has previously determined, based on a report prepared
by a person who regularly conducts environmental audits, which report will be an
expense of the trust fund, that either:

     o   the mortgaged property is in compliance with applicable environmental
         laws, and there are no circumstances present at the mortgaged property
         relating to the use, management or disposal of any hazardous
         substances, hazardous materials, wastes, or petroleum-based materials
         for which investigation, testing, monitoring, containment, clean-up or
         remediation could be required under any federal, state or local law or
         regulation; or

     o   if the mortgaged property is not so in compliance or such circumstances
         are so present, then it would be in the best economic interest of the
         trust fund to acquire title to the mortgaged property and further to
         take the actions as would be necessary and appropriate to effect the
         compliance and respond to the circumstances, the cost of which actions
         will be an expense of the trust fund.

     Unless otherwise provided in the related prospectus supplement, if title to
any mortgaged property is acquired by a trust fund as to which a REMIC election
has been made, the master servicer, on behalf of the trust fund, will be
required to sell the mortgaged property prior to the close of the third calendar
year following the year of acquisition of the mortgaged property by the trust
fund, unless

     o   the Internal Revenue Service grants an extension of time to sell the
         property or

     o   the trustee receives an opinion of independent counsel to the effect
         that the holding of the property by the trust fund subsequent to that
         period will not result in the imposition of a tax on the trust fund or
         cause the trust fund to fail to qualify as a REMIC under the Code at
         any time that any certificate is outstanding.

Subject to the foregoing, the master servicer will be required to

     o   solicit bids for any mortgaged property so acquired by the trust fund
         as will be reasonably likely to realize a fair price for the property
         and

     o   accept the first and, if multiple bids are contemporaneously received,
         the highest cash bid received from any person that constitutes a fair
         price.

     If the trust fund acquires title to any mortgaged property, the master
servicer, on behalf of the trust fund, may retain an independent contractor to
manage and operate the property. The retention of an independent contractor,
however, will not relieve the master servicer of any of its obligations with
respect to the management and operation of that property. Unless otherwise
specified in the related prospectus supplement, any property acquired by the
trust fund will be managed in a manner consistent with the management and
operation of similar property by a prudent lending institution.

     The limitations imposed by the related Agreement and the REMIC Provisions
of the Code, if a REMIC election has been made with respect to the related trust
fund, on the operations and ownership of any mortgaged property




                                      -51-



acquired on behalf of the trust fund may result in the recovery of an amount
less than the amount that would otherwise be recovered. See "Legal Aspects of
the Mortgage Loans and the Leases--Foreclosure."

     If recovery on a defaulted Whole Loan under any related instrument of
Credit Support is not available, the master servicer nevertheless will be
obligated to follow or cause to be followed normal practices and procedures as
it deems necessary or advisable to realize upon the defaulted Whole Loan. If the
proceeds of any liquidation of the property securing the defaulted Whole Loan
are less than the outstanding principal balance of the defaulted Whole Loan plus
interest accrued thereon at the mortgage rate plus the aggregate amount of
expenses incurred by the master servicer in connection with such proceedings and
which are reimbursable under the Agreement, the trust fund will realize a loss
in the amount of that difference. The master servicer will be entitled to
withdraw or cause to be withdrawn from the Certificate Account out of the
Liquidation Proceeds recovered on any defaulted Whole Loan, prior to the
distribution of the Liquidation Proceeds to certificateholders, amounts
representing its normal servicing compensation on the Whole Loan, unreimbursed
servicing expenses incurred with respect to the Whole Loan and any unreimbursed
advances of delinquent payments made with respect to the Whole Loan.

     If any property securing a defaulted Whole Loan is damaged and proceeds, if
any, from the related hazard insurance policy are insufficient to restore the
damaged property to a condition sufficient to permit recovery under the related
instrument of Credit Support, if any, the master servicer is not required to
expend its own funds to restore the damaged property unless it determines

     o   that the restoration will increase the proceeds to certificateholders
         on liquidation of the Whole Loan after reimbursement of the master
         servicer for its expenses and

     o   that the expenses will be recoverable by it from related Insurance
         Proceeds or Liquidation Proceeds.

     As servicer of the Whole Loans, a master servicer, on behalf of itself, the
trustee and the certificateholders, will present claims to the obligor under
each instrument of Credit Support, and will take reasonable steps as are
necessary to receive payment or to permit recovery thereunder with respect to
defaulted Whole Loans.

     If a master servicer or its designee recovers payments under any instrument
of Credit Support with respect to any defaulted Whole Loan, the master servicer
will be entitled to withdraw or cause to be withdrawn from the Certificate
Account out of those proceeds, prior to distribution thereof to
certificateholders, amounts representing its normal servicing compensation on
the Whole Loan, unreimbursed servicing expenses incurred with respect to the
Whole Loan and any unreimbursed advances of delinquent payments made with
respect to the Whole Loan. See "--Hazard Insurance Policies" and "Description of
Credit Support."


HAZARD INSURANCE POLICIES

     Unless otherwise specified in the related prospectus supplement, each
Agreement for a trust fund that includes Whole Loans will require the master
servicer to cause the borrower on each Whole Loan to maintain a hazard insurance
policy providing for the coverage required under the related mortgage or, if any
mortgage permits the holder thereof to dictate to the borrower the insurance
coverage to be maintained on the related mortgaged property, then the coverage
that is consistent with the Servicing Standard. Unless otherwise specified in
the related prospectus supplement, the coverage will be in general in an amount
equal to the lesser of the principal balance owing on the Whole Loan and the
amount necessary to fully compensate for any damage or loss to the improvements
on the mortgaged property on a replacement cost basis, but in either case not
less than the amount necessary to avoid the application of any co-insurance
clause contained in the hazard insurance policy. The ability of the master
servicer to assure that hazard insurance proceeds are appropriately applied may
be dependent upon its being named as an additional insured under any hazard
insurance policy and under any other insurance policy referred to below in this
section, or upon the extent to which information in this regard is furnished by
borrowers. All amounts collected by the master servicer under any policy, except
for amounts to be applied to the restoration or repair of the mortgaged property
or released to the borrower in accordance with the master servicer's normal
servicing procedures, subject to the terms and conditions of the related
mortgage and mortgage note, will be deposited in the Certificate Account. The
Agreement will provide that the master servicer may satisfy its obligation to
cause each borrower to maintain a hazard insurance policy by the master
servicer's maintaining a blanket policy insuring against hazard losses on the
Whole Loans. If the blanket policy contains a deductible clause, the master



                                      -52-



servicer will be required to deposit in the Certificate Account all sums that
would have been deposited in the Certificate Account but for that clause.

     In general, the standard form of fire and extended coverage policy covers
physical damage to or destruction of the improvements of the property by fire,
lightning, explosion, smoke, windstorm and hail, and riot, strike and civil
commotion, subject to the conditions and exclusions specified in each policy.
Although the policies relating to the Whole Loans will be underwritten by
different insurers under different state laws in accordance with different
applicable state forms, and therefore will not contain identical terms and
conditions, the basic terms thereof are dictated by respective state laws, and
most of these policies typically do not cover any physical damage resulting from
war, revolution, governmental actions, floods and other water-related causes,
earth movement, including earthquakes, landslides and mudflows, wet or dry rot,
vermin, domestic animals and other kinds of uninsured risks.

     The hazard insurance policies covering the mortgaged properties securing
the Whole Loans will typically contain a co-insurance clause that in effect
requires the insured at all times to carry insurance of a specified percentage,
generally 80% to 90%, of the full replacement value of the improvements on the
property in order to recover the full amount of any partial loss. If the
insured's coverage falls below this specified percentage, the co-insurance
clause generally provides that the insurer's liability in the event of partial
loss does not exceed the lesser of

     o   the replacement cost of the improvements less physical depreciation and

     o   the proportion of the loss as the amount of insurance carried bears to
         the specified percentage of the full replacement cost of the
         improvements.

     Each Agreement for a trust fund that includes Whole Loans will require the
master servicer to cause the borrower on each Whole Loan, or, in certain cases,
the related lessee, to maintain all other insurance coverage with respect to the
related mortgaged property as is consistent with the terms of the related
mortgage and the Servicing Standard, which insurance may typically include flood
insurance if the related mortgaged property was located at the time of
origination in a federally designated flood area.

     In addition, to the extent required by the related mortgage, the master
servicer may require the borrower or related lessee to maintain other forms of
insurance including, but not limited to, loss of rent endorsements, business
interruption insurance and comprehensive public liability insurance, and the
related Agreement may require the master servicer, subservicer or special
servicer to maintain public liability insurance with respect to any REO
Properties. Any cost incurred by the master servicer in maintaining any
insurance policy will be added to the amount owing under the mortgage loan where
the terms of the mortgage loan so permit; provided, however, that the addition
of this cost will not be taken into account for purposes of calculating the
distribution to be made to certificateholders. These costs may be recovered by
the master servicer, subservicer or special servicer, as the case may be, from
the Collection Account, with interest thereon, as provided by the Agreement.

     Under the terms of the Whole Loans, borrowers will generally be required to
present claims to insurers under hazard insurance policies maintained on the
related mortgaged properties. The master servicer, on behalf of the trustee and
certificateholders, is obligated to present or cause to be presented claims
under any blanket insurance policy insuring against hazard losses on mortgaged
properties securing the Whole Loans. However, the ability of the master servicer
to present or cause to be presented these claims is dependent upon the extent to
which information in this regard is furnished to the master servicer by
borrowers.


RENTAL INTERRUPTION INSURANCE POLICY

     If so specified in the related prospectus supplement, the master servicer
or the borrowers will maintain rental interruption insurance policies in full
force and effect with respect to some or all of the leases. Although the terms
of these policies vary to some degree, a rental interruption insurance policy
typically provides that, to the extent that a lessee fails to make timely rental
payments under the related lease due to a casualty event, the losses will be
reimbursed to the insured. If so specified in the related prospectus supplement,
the master servicer will be required to pay from its servicing compensation the
premiums on the rental interruption policy on a timely basis. If so specified in
the prospectus supplement, if the rental interruption policy is canceled or
terminated for any reason other than the exhaustion of total policy coverage,
the master servicer will exercise its best reasonable efforts to obtain from
another insurer a replacement policy comparable to the rental interruption
policy with a total coverage




                                      -53-



that is equal to the then existing coverage of the terminated rental
interruption policy. However, if the cost of any replacement policy is greater
than the cost of the terminated rental interruption policy, the amount of
coverage under the replacement policy will, to the extent set forth in the
related prospectus supplement, be reduced to a level such that the applicable
premium does not exceed, by a percentage that may be set forth in the related
prospectus supplement, the cost of the rental interruption policy that was
replaced. Any amounts collected by the master servicer under the rental
interruption policy in the nature of insurance proceeds will be deposited in the
Certificate Account.


FIDELITY BONDS AND ERRORS AND OMISSIONS INSURANCE

     Unless otherwise specified in the related prospectus supplement, each
Agreement will require that the master servicer and any special servicer obtain
and maintain in effect a fidelity bond or similar form of insurance coverage
which may provide blanket coverage or any combination thereof insuring against
loss occasioned by fraud, theft or other intentional misconduct of the officers,
employees and agents of the master servicer or the special servicer, as
applicable. The related Agreement will allow the master servicer and any special
servicer to self-insure against loss occasioned by the errors and omissions of
the officers, employees and agents of the master servicer or the special
servicer so long as criteria set forth in the Agreement are met.


DUE-ON-SALE AND DUE-ON-ENCUMBRANCE PROVISIONS

     Some of the Whole Loans may contain clauses requiring the consent of the
lender to any sale or other transfer of the related mortgaged property, or
due-on-sale clauses entitling the lender to accelerate payment of the Whole Loan
upon any sale or other transfer of the related mortgaged property. Some of the
Whole Loans may contain clauses requiring the consent of the lender to the
creation of any other lien or encumbrance on the mortgaged property or
due-on-encumbrance clauses entitling the lender to accelerate payment of the
Whole Loan upon the creation of any other lien or encumbrance upon the mortgaged
property. Unless otherwise provided in the related prospectus supplement, the
master servicer, on behalf of the trust fund, will exercise any right the
trustee may have as lender to accelerate payment of the Whole Loan or to
withhold its consent to any transfer or further encumbrance in a manner
consistent with the Servicing Standard. Unless otherwise specified in the
related prospectus supplement, any fee collected by or on behalf of the master
servicer for entering into an assumption agreement will be retained by or on
behalf of the master servicer as additional servicing compensation. See "Legal
Aspects of the Mortgage Loans and the Leases--Due-on-Sale and
Due-on-Encumbrance."


RETAINED INTEREST; SERVICING COMPENSATION AND PAYMENT OF EXPENSES

     The prospectus supplement for a series of certificates will specify whether
there will be any Retained Interest in the assets, and, if so, the initial owner
thereof. If so, the Retained Interest will be established on a loan-by-loan
basis and will be specified on an exhibit to the related Agreement.

     Unless otherwise specified in the related prospectus supplement, the master
servicer's and a subservicer's primary servicing compensation with respect to a
series of certificates will come from the periodic payment to it of a portion of
the interest payment on each asset. Since any Retained Interest and a master
servicer's primary compensation are percentages of the principal balance of each
asset, these amounts will decrease in accordance with the amortization of the
assets. The prospectus supplement with respect to a series of certificates
evidencing interests in a trust fund that includes Whole Loans may provide that,
as additional compensation, the master servicer or the subservicers may retain
all or a portion of assumption fees, modification fees, late payment charges or
prepayment premiums collected from borrowers and any interest or other income
which may be earned on funds held in the Certificate Account or any account
established by a subservicer pursuant to the Agreement.

     The master servicer may, to the extent provided in the related prospectus
supplement, pay from its servicing compensation certain expenses incurred in
connection with its servicing and managing of the assets, including, without
limitation, payment of the fees and disbursements of the trustee and independent
accountants, payment of expenses incurred in connection with distributions and
reports to certificateholders, and payment of any other expenses described in
the related prospectus supplement. Certain other expenses, including certain
expenses relating to defaults and liquidations on the Whole Loans and, to the
extent so provided in the related prospectus supplement, interest thereon at the
rate specified in the related prospectus supplement, and the fees of any special
servicer, may be borne by the trust fund.



                                      -54-



EVIDENCE AS TO COMPLIANCE

     Each Agreement relating to assets which include Whole Loans will provide
that on or before a specified date in each year, beginning with the first date
at least six months after the related Cut-off Date, a firm of independent public
accountants will furnish a statement to the trustee to the effect that, on the
basis of the examination by that firm conducted substantially in compliance with
either the Uniform Single Attestation Program for Mortgage Bankers or the Audit
Program for Mortgages Serviced for the Federal Home Loan Mortgage Corporation,
the servicing by or on behalf of the master servicer of mortgage loans under
pooling agreements substantially similar to each other, including the related
Agreement, was conducted in compliance with the terms of such agreements except
for any significant exceptions or errors in records that, in the opinion of the
firm, either the Audit Program for Mortgages serviced for FHLMC, or paragraph 4
of the Uniform Single Attestation Program for Mortgage Bankers, requires it to
report. In rendering its statement that firm may rely, as to matters relating to
the direct servicing of mortgage loans by subservicers, upon comparable
statements for examinations conducted substantially in compliance with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages serviced for FHLMC, rendered within one year of that statement, of
firms of independent public accountants with respect to the related subservicer.

     Each Agreement will also provide for delivery to the trustee, on or before
a specified date in each year, of an annual statement signed by two officers of
the master servicer to the effect that the master servicer has fulfilled its
obligations under the Agreement throughout the preceding calendar year or other
specified twelve-month period.

     Unless otherwise provided in the related prospectus supplement, copies of
annual accountants' statement and statements of officers will be obtainable by
certificateholders without charge upon written request to the master servicer at
the address set forth in the related prospectus supplement.


MATTERS REGARDING A MASTER SERVICER AND THE DEPOSITOR

     The master servicer, if any, or a servicer for substantially all the Whole
Loans under each Agreement will be named in the related prospectus supplement.
The entity serving as master servicer or as servicer may be an affiliate of
Morgan Stanley Capital I Inc. and may have other normal business relationships
with Morgan Stanley Capital I Inc. or Morgan Stanley Capital I Inc.'s
affiliates. Reference to the master servicer shall be deemed to be to the
servicer of substantially all of the Whole Loans, if applicable.

     Unless otherwise specified in the related prospectus supplement, the
related Agreement will provide that the master servicer may resign from its
obligations and duties only upon a determination that its duties under the
Agreement are no longer permissible under applicable law or are in material
conflict by reason of applicable law with another activity carried on by it that
was performed by the master servicer on the date of the Agreement. No
resignation will become effective until the trustee or a successor servicer has
assumed the master servicer's obligations and duties under the Agreement.

     Unless otherwise specified in the related prospectus supplement, each
Agreement will further provide that neither any master servicer, Morgan Stanley
Capital I Inc. nor any director, officer, employee, or agent of a master
servicer or Morgan Stanley Capital I Inc. will be under any liability to the
related trust fund or certificateholders for any action taken, or for refraining
from the taking of any action, in good faith pursuant to the Agreement. However,
neither a master servicer, Morgan Stanley Capital I Inc. nor any director,
officer, employee, or agent of a master servicer or Morgan Stanley Capital I
Inc. will be protected against any breach of a representation, warranty or
covenant made in the Agreement, or against any liability specifically imposed by
the Agreement, or against any liability which would otherwise be imposed by
reason of willful misfeasance, bad faith or gross negligence in the performance
of obligations or duties thereunder or by reason of reckless disregard of
obligations and duties thereunder. Unless otherwise specified in the related
prospectus supplement, each Agreement will further provide that any master
servicer, Morgan Stanley Capital I Inc. and any director, officer, employee or
agent of a master servicer or Morgan Stanley Capital I Inc. will be entitled to
indemnification by the related trust fund and will be held harmless against any
loss, liability or expense incurred in connection with any legal action relating
to the Agreement or the certificates; provided, however, that the
indemnification will not extend to any loss, liability or expense:




                                      -55-



     o   specifically imposed by the Agreement or otherwise incidental to the
         performance of obligations and duties thereunder, including, in the
         case of a master servicer, the prosecution of an enforcement action in
         respect of any specific Whole Loan or Whole Loans, except as any loss,
         liability or expense shall be otherwise reimbursable pursuant to the
         Agreement;

     o   incurred in connection with any breach of a representation, warranty or
         covenant made in the Agreement;

     o   incurred by reason of misfeasance, bad faith or gross negligence in the
         performance of obligations or duties thereunder, or by reason of
         reckless disregard of its obligations or duties;

     o   incurred in connection with any violation of any state or federal
         securities law; or

     o   imposed by any taxing authority if the loss, liability or expense is
         not specifically reimbursable pursuant to the terms of the related
         Agreement.

In addition, each Agreement will provide that neither any master servicer nor
Morgan Stanley Capital I Inc. will be under any obligation to appear in,
prosecute or defend any legal action which is not incidental to its respective
responsibilities under the Agreement and which in its opinion may involve it in
any expense or liability. The master servicer or Morgan Stanley Capital I Inc.
may, however, in its discretion undertake any action which it may deem necessary
or desirable with respect to the Agreement and the rights and duties of the
parties thereto and the interests of the certificateholders thereunder. In this
event, the legal expenses and costs of the action and any liability resulting
therefrom will be expenses, costs and liabilities of the certificateholders, and
the master servicer or Morgan Stanley Capital I Inc., as the case may be, will
be entitled to be reimbursed therefor and to charge the Certificate Account.

     Any person into which the master servicer or Morgan Stanley Capital I Inc.
may be merged or consolidated, or any person resulting from any merger or
consolidation to which the master servicer or Morgan Stanley Capital I Inc. is a
party, or any person succeeding to the business of the master servicer or Morgan
Stanley Capital I Inc., will be the successor of the master servicer or Morgan
Stanley Capital I Inc., as the case may be, under the related Agreement.


EVENTS OF DEFAULT

     Unless otherwise provided in the related prospectus supplement for a trust
fund that includes Whole Loans, Events of Default under the related Agreement
will include:

     (1) any failure by the master servicer to distribute or cause to be
         distributed to certificateholders, or to remit to the trustee for
         distribution to certificateholders, any required payment;

     (2) any failure by the master servicer duly to observe or perform in any
         material respect any of its other covenants or obligations under the
         Agreement which continues unremedied for thirty days after written
         notice of the failure has been given to the master servicer by the
         trustee or Morgan Stanley Capital I Inc., or to the master servicer,
         Morgan Stanley Capital I Inc. and the trustee by the holders of
         certificates evidencing not less than 25% of the Voting Rights;

     (3) any breach of a representation or warranty made by the master servicer
         under the Agreement which materially and adversely affects the
         interests of certificateholders and which continues unremedied for
         thirty days after written notice of that breach has been given to the
         master servicer by the trustee or Morgan Stanley Capital I Inc., or to
         the master servicer, Morgan Stanley Capital I Inc. and the trustee by
         the holders of certificates evidencing not less than 25% of the Voting
         Rights; and

     (4) certain events of insolvency, readjustment of debt, marshalling of
         assets and liabilities or similar proceedings and certain actions by or
         on behalf of the master servicer indicating its insolvency or inability
         to pay its obligations.

Material variations to the foregoing Events of Default--other than to shorten
cure periods or eliminate notice requirements--will be specified in the related
prospectus supplement. Unless otherwise specified in the related



                                      -56-



prospectus supplement, the trustee shall, not later than the later of 60 days
after the occurrence of any event which constitutes or, with notice or lapse of
time or both, would constitute an Event of Default and five days after certain
officers of the trustee become aware of the occurrence of such an event,
transmit by mail to Morgan Stanley Capital I Inc. and all certificateholders of
the applicable series notice of the occurrence, unless the default shall have
been cured or waived.


RIGHTS UPON EVENT OF DEFAULT

     So long as an Event of Default under an Agreement remains unremedied,
Morgan Stanley Capital I Inc. or the trustee may, and at the direction of
holders of certificates evidencing not less than 51% of the Voting Rights, the
trustee shall, terminate all of the rights and obligations of the master
servicer under the Agreement and in and to the mortgage loans, other than as a
certificateholder or as the owner of any Retained Interest, whereupon the
trustee will succeed to all of the responsibilities, duties and liabilities of
the master servicer under the Agreement, except that if the trustee is
prohibited by law from obligating itself to make advances regarding delinquent
mortgage loans, or if the related prospectus supplement so specifies, then the
trustee will not be obligated to make the advances, and will be entitled to
similar compensation arrangements. Unless otherwise specified in the related
prospectus supplement, in the event that the trustee is unwilling or unable so
to act, it may or, at the written request of the holders of certificates
entitled to at least 51% of the Voting Rights, it shall appoint, or petition a
court of competent jurisdiction for the appointment of, a loan servicing
institution acceptable to the Rating Agency with a net worth at the time of
appointment of at least $15,000,000 to act as successor to the master servicer
under the Agreement. Pending appointment, the trustee is obligated to act in the
capacity of master servicer. The trustee and any successor may agree upon the
servicing compensation to be paid, which in no event may be greater than the
compensation payable to the master servicer under the Agreement.

     Unless otherwise described in the related prospectus supplement, the
holders of certificates representing at least 66 2/3% of the Voting Rights
allocated to the respective classes of certificates affected by any Event of
Default will be entitled to waive that Event of Default; provided, however, that
an Event of Default involving a failure to distribute a required payment to
certificateholders described in clause (1) under "--Events of Default" may be
waived only by all of the certificateholders. Upon any waiver of an Event of
Default, the Event of Default shall cease to exist and shall be deemed to have
been remedied for every purpose under the Agreement.

     No certificateholder will have the right under any Agreement to institute
any proceeding with respect thereto unless the holder previously has given to
the trustee written notice of default and unless the holders of certificates
evidencing not less than 25% of the Voting Rights have made written request upon
the trustee to institute the proceeding in its own name as trustee thereunder
and have offered to the trustee reasonable indemnity, and the trustee for sixty
days has neglected or refused to institute any proceeding. The trustee, however,
is under no obligation to

     o   exercise any of the powers vested in it by any Agreement;

     o   make any investigation of matters arising under any Agreement; or

     o   institute, conduct or defend any litigation under any Agreement or
         related to any Agreement.

If any of the holders of certificates request, order or direct the trustee to
take any action, the trustee may require reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred.


AMENDMENT

  Each Agreement may be amended by the parties to the Agreement without the
consent of any of the holders of certificates covered by the Agreement:

     (1) to cure any ambiguity;

     (2) to correct, modify or supplement any provision in the Agreement which
         may be inconsistent with any other provision in the Agreement;







                                      -57-



     (3) to make any other provisions with respect to matters or questions
         arising under the Agreement which are not inconsistent with the
         provisions thereof; or

     (4) to comply with any requirements imposed by the Code;

provided that the amendment--other than an amendment for the purpose specified
in clause (4) above--will not, as evidenced by an opinion of counsel to that
effect, adversely affect in any material respect the interests of any holder of
certificates covered by the Agreement.

     Unless otherwise specified in the related prospectus supplement, each
Agreement may also be amended by Morgan Stanley Capital I Inc., the master
servicer, if any, and the trustee, with the consent of the holders of
certificates affected evidencing not less than 51% of the Voting Rights, for any
purpose. However, to the extent set forth in the related prospectus supplement,
no amendment may:

     (1) reduce in any manner the amount of or delay the timing of, payments
         received or advanced on mortgage loans which are required to be
         distributed on any certificate without the consent of the holder of
         that certificate;

     (2) adversely affect in any material respect the interests of the holders
         of any class of certificates in a manner other than as described in
         (1), without the consent of the holders of all certificates of that
         class; or

     (3) modify the provisions of the Agreement described in this paragraph
         without the consent of the holders of all certificates covered by the
         Agreement then outstanding.

However, with respect to any series of certificates as to which a REMIC election
is to be made, the trustee will not consent to any amendment of the Agreement
unless it shall first have received an opinion of counsel to the effect that the
amendment will not result in the imposition of a tax on the related trust fund
or cause the related trust fund to fail to qualify as a REMIC at any time that
the related certificates are outstanding.


THE TRUSTEE

     The trustee under each Agreement will be named in the related prospectus
supplement. The commercial bank, national banking association, banking
corporation or trust company serving as trustee may have a banking relationship
with Morgan Stanley Capital I Inc. and its affiliates and with any master
servicer and its affiliates.


DUTIES OF THE TRUSTEE

     The trustee will make no representations as to the validity or sufficiency
of any Agreement, the certificates or any asset or related document and is not
accountable for the use or application by or on behalf of any master servicer of
any funds paid to the master servicer or its designee or any special servicer in
respect of the certificates or the assets, or deposited into or withdrawn from
the Certificate Account or any other account by or on behalf of the master
servicer or any special servicer. If no Event of Default has occurred and is
continuing, the trustee is required to perform only those duties specifically
required under the related Agreement. However, upon receipt of the various
certificates, reports or other instruments required to be furnished to it, the
trustee is required to examine the documents and to determine whether they
conform to the requirements of the Agreement.


MATTERS REGARDING THE TRUSTEE

     Unless otherwise specified in the related prospectus supplement, the
trustee and any director, officer, employee or agent of the trustee shall be
entitled to indemnification out of the Certificate Account for any loss,
liability or expense, including costs and expenses of litigation, and of
investigation, counsel fees, damages, judgments and amounts paid in settlement,
incurred in connection with the trustee's:

     o   enforcing its rights and remedies and protecting the interests, and
         enforcing the rights and remedies, of the certificateholders during the
         continuance of an Event of Default;




                                      -58-



     o   defending or prosecuting any legal action in respect of the related
         Agreement or series of certificates;

     o   being the lender of record with respect to the mortgage loans in a
         trust fund and the owner of record with respect to any mortgaged
         property acquired in respect thereof for the benefit of
         certificateholders; or

     o   acting or refraining from acting in good faith at the direction of the
         holders of the related series of certificates entitled to not less than
         25% or a higher percentage as is specified in the related Agreement
         with respect to any particular matter of the Voting Rights for the
         series. However, the indemnification will not extend to any loss,
         liability or expense that constitutes a specific liability of the
         trustee pursuant to the related Agreement, or to any loss, liability or
         expense incurred by reason of willful misfeasance, bad faith or
         negligence on the part of the trustee in the performance of its
         obligations and duties thereunder, or by reason of its reckless
         disregard of the obligations or duties, or as may arise from a breach
         of any representation, warranty or covenant of the trustee made in the
         related Agreement.


RESIGNATION AND REMOVAL OF THE TRUSTEE

     The trustee may at any time resign from its obligations and duties under an
Agreement by giving written notice thereof to Morgan Stanley Capital I Inc., the
master servicer, if any, and all certificateholders. Upon receiving the notice
of resignation, Morgan Stanley Capital I Inc. is required promptly to appoint a
successor trustee acceptable to the master servicer, if any. If no successor
trustee shall have been so appointed and have accepted appointment within 30
days after the giving of the notice of resignation, the resigning trustee may
petition any court of competent jurisdiction for the appointment of a successor
trustee.

     If at any time the trustee shall cease to be eligible to continue as
trustee under the related Agreement, or if at any time the trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the trustee or of its property shall be appointed, or any public officer
shall take charge or control of the trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then Morgan Stanley
Capital I Inc. may remove the trustee and appoint a successor trustee acceptable
to the master servicer, if any. Holders of the certificates of any series
entitled to at least 51% of the Voting Rights for that series may at any time
remove the trustee without cause and appoint a successor trustee.

     Any resignation or removal of the trustee and appointment of a successor
trustee shall not become effective until acceptance of appointment by the
successor trustee.


                          DESCRIPTION OF CREDIT SUPPORT


GENERAL

     For any series of certificates, Credit Support may be provided with respect
to one or more classes thereof or the related assets. Credit Support may be in
the form of the subordination of one or more classes of certificates, letters of
credit, insurance policies, guarantees, the establishment of one or more reserve
funds or another method of Credit Support described in the related prospectus
supplement, or any combination of the foregoing. If so provided in the related
prospectus supplement, any form of Credit Support may be structured so as to be
drawn upon by more than one series to the extent described in the prospectus
supplement.

     Unless otherwise provided in the related prospectus supplement for a series
of certificates, the Credit Support will not provide protection against all
risks of loss and will not guarantee repayment of the entire Certificate Balance
of the certificates and interest thereon. If losses or shortfalls occur that
exceed the amount covered by Credit Support or that are not covered by Credit
Support, certificateholders will bear their allocable share of deficiencies.
Moreover, if a form of Credit Support covers more than one series of
certificates, holders of certificates evidencing interests in any of the trusts
will be subject to the risk that the Credit Support will be exhausted by the
claims of other trusts prior to the trust fund receiving any of its intended
share of coverage.





                                      -59-



     If Credit Support is provided with respect to one or more classes of
certificates of a series, or the related assets, the related prospectus
supplement will include a description of:

     (1) the nature and amount of coverage under the Credit Support;

     (2) any conditions to payment thereunder not otherwise described in this
         prospectus;

     (3) the conditions, if any, under which the amount of coverage under the
         Credit Support may be reduced and under which the Credit Support may be
         terminated or replaced;

     (4) the material provisions relating to the Credit Support; and

     (5) information regarding the obligor under any instrument of Credit
         Support, including:

         o   a brief description of its principal business activities;

         o   its principal place of business, place of incorporation and the
             jurisdiction under which it is chartered or licensed to do
             business;

         o   if applicable, the identity of regulatory agencies that exercise
             primary jurisdiction over the conduct of its business; and

         o   its total assets, and its stockholders' or policyholders' surplus,
             if applicable, as of the date specified in the prospectus
             supplement.

See "Risk Factors--Credit Support May Not Cover Losses or Risks Which Could
Adversely Affect Payment On Your Certificates."


SUBORDINATE CERTIFICATES

     If so specified in the related prospectus supplement, one or more classes
of certificates of a series may be Subordinate Certificates. To the extent
specified in the related prospectus supplement, the rights of the holders of
Subordinate Certificates to receive distributions of principal and interest from
the Certificate Account on any Distribution Date will be subordinated to the
rights of the holders of Senior Certificates. If so provided in the related
prospectus supplement, the subordination of a class may apply only in the event
of or may be limited to certain types of losses or shortfalls. The related
prospectus supplement will set forth information concerning the amount of
subordination of a class or classes of Subordinate Certificates in a series, the
circumstances in which the subordination will be applicable and the manner, if
any, in which the amount of subordination will be effected.


CROSS-SUPPORT PROVISIONS

     If the assets for a series are divided into separate groups, each
supporting a separate class or classes of certificates of a series, credit
support may be provided by cross-support provisions requiring that distributions
be made on Senior Certificates evidencing interests in one group of mortgage
loans or MBS prior to distributions on Subordinate Certificates evidencing
interests in a different group of mortgage loans or MBS within the trust fund.
The prospectus supplement for a series that includes a cross-support provision
will describe the manner and conditions for applying these provisions.


INSURANCE OR GUARANTEES FOR THE WHOLE LOANS

     If so provided in the prospectus supplement for a series of certificates,
the Whole Loans in the related trust fund will be covered for various default
risks by insurance policies or guarantees. A copy of any material instrument for
a series will be filed with the Commission as an exhibit to a Current Report on
Form 8-K to be filed within 15 days of issuance of the certificates of the
related series.



                                      -60-



LETTER OF CREDIT

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or certain classes
thereof will be covered by one or more letters of credit, issued by the letter
of credit bank. Under a letter of credit, the letter of credit bank will be
obligated to honor draws thereunder in an aggregate fixed dollar amount, net of
unreimbursed payments thereunder, generally equal to a percentage specified in
the related prospectus supplement of the aggregate principal balance of the
mortgage loans or MBS or both on the related Cut-off Date or of the initial
aggregate Certificate Balance of one or more classes of certificates. If so
specified in the related prospectus supplement, the letter of credit may permit
draws in the event of only certain types of losses and shortfalls. The amount
available under the letter of credit will, in all cases, be reduced to the
extent of the unreimbursed payments thereunder and may otherwise be reduced as
described in the related prospectus supplement. The obligations of the letter of
credit bank under the letter of credit for each series of certificates will
expire at the earlier of the date specified in the related prospectus supplement
or the termination of the trust fund. A copy of any letter of credit for a
series will be filed with the Commission as an exhibit to a Current Report on
Form 8-K to be filed within 15 days of issuance of the certificates of the
related series.


INSURANCE POLICIES AND SURETY BONDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or certain classes
thereof will be covered by insurance policies or surety bonds provided by one or
more insurance companies or sureties. The instruments may cover, with respect to
one or more classes of certificates of the related series, timely distributions
of interest or full distributions of principal on the basis of a schedule of
principal distributions set forth in or determined in the manner specified in
the related prospectus supplement. A copy of any such instrument for a series
will be filed with the Commission as an exhibit to a Current Report on Form 8-K
to be filed with the Commission within 15 days of issuance of the certificates
of the related series.


RESERVE FUNDS

     If so provided in the prospectus supplement for a series of certificates,
deficiencies in amounts otherwise payable on the certificates or certain classes
thereof will be covered by one or more reserve funds in which cash, a letter of
credit, Permitted Investments, a demand note or a combination thereof will be
deposited, in the amounts so specified in the prospectus supplement. The reserve
funds for a series may also be funded over time by depositing in the reserve
funds a specified amount of the distributions received on the related assets as
specified in the related prospectus supplement.

     Amounts on deposit in any reserve fund for a series, together with the
reinvestment income thereon, if any, will be applied for the purposes, in the
manner, and to the extent specified in the related prospectus supplement. A
reserve fund may be provided to increase the likelihood of timely distributions
of principal of and interest on the certificates. If so specified in the related
prospectus supplement, reserve funds may be established to provide limited
protection against only certain types of losses and shortfalls. Following each
Distribution Date amounts in a reserve fund in excess of any amount required to
be maintained in the reserve fund may be released from the reserve fund under
the conditions and to the extent specified in the related prospectus supplement
and will not be available for further application to the certificates.

     Moneys deposited in any Reserve Funds will be invested in Permitted
Investments, except as otherwise specified in the related prospectus supplement.
Unless otherwise specified in the related prospectus supplement, any
reinvestment income or other gain from these investments will be credited to the
related Reserve Fund for the series, and any loss resulting from the investments
will be charged to the Reserve Fund. However, the income may be payable to any
related master servicer or another service provider as additional compensation.
The Reserve Fund, if any, for a series will not be a part of the trust fund to
the extent set forth in the related prospectus supplement.

     Additional information concerning any Reserve Fund will be set forth in the
related prospectus supplement, including the initial balance of the Reserve
Fund, the balance required to be maintained in the Reserve Fund, the manner in
which the required balance will decrease over time, the manner of funding the
Reserve Fund, the purposes for which funds in the Reserve Fund may be applied to
make distributions to certificateholders and use of investment earnings from the
Reserve Fund, if any.



                                      -61-



CREDIT SUPPORT FOR MBS

     If so provided in the prospectus supplement for a series of certificates,
the MBS in the related trust fund or the mortgage loans underlying the MBS may
be covered by one or more of the types of Credit Support described in this
prospectus. The related prospectus supplement will specify as to each form of
Credit Support the information indicated above under "Description of Credit
Support--General," to the extent the information is material and available.


               LEGAL ASPECTS OF THE MORTGAGE LOANS AND THE LEASES

     The following discussion contains general summaries of certain legal
aspects of loans secured by commercial and multifamily residential properties
that are general in nature. The legal aspects are governed by applicable state
law, which laws may differ substantially. As such, the summaries DO NOT:

     o   purport to be complete;

     o   purport to reflect the laws of any particular state; or

     o   purport to encompass the laws of all states in which the security for
         the mortgage loans is situated.

The summaries are qualified in their entirety by reference to the applicable
federal and state laws governing the mortgage loans. See "Description of the
Trust Funds--Assets."


GENERAL

     All of the mortgage loans are loans evidenced by a note or bond and secured
by instruments granting a security interest in real property. The instrument
granting a security interest may be a mortgage, deed of trust, security deed or
deed to secure debt, depending upon the prevailing practice and law in the state
in which the mortgaged property is located. Any of the foregoing types of
mortgages will create a lien upon, or grant a title interest in, the subject
property. The priority of the mortgage will depend on the terms of the
particular security instrument, as well as separate, recorded, contractual
arrangements with others holding interests in the mortgaged property, the
knowledge of the parties to the instrument as well as the order of recordation
of the instrument in the appropriate public recording office. However, recording
does not generally establish priority over governmental claims for real estate
taxes and assessments and other charges imposed under governmental police
powers.


TYPES OF MORTGAGE INSTRUMENTS

     A mortgage either creates a lien against or constitutes a conveyance of
real property between two parties--

     o   a borrower--the borrower and usually the owner of the subject property,
         and

     o   a mortgagee--the lender.

     In contrast, a deed of trust is a three-party instrument, among

     o   a trustor--the equivalent of a mortgagor or borrower,

     o   a trustee to whom the mortgaged property is conveyed, and

     o   a beneficiary--the lender--for whose benefit the conveyance is made.

Under a deed of trust, the borrower grants the property, irrevocably until the
debt is paid, in trust, generally with a power of sale as security for the
indebtedness evidenced by the related note. A deed to secure debt typically has
two parties.

     By executing a deed to secure debt, the grantor conveys title to, as
opposed to merely creating a lien upon, the subject property to the grantee
until the time that the underlying debt is repaid, generally with a power of
sale as security for the indebtedness evidenced by the related mortgage note. If
a borrower under a mortgage 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




                                      -62-



agreement for the benefit of the borrower. At origination of a mortgage loan
involving a land trust, the borrower executes a separate undertaking to make
payments on the mortgage note. The lender's authority under a mortgage, the
trustee's authority under a deed of trust and the grantee's authority under a
deed to secure debt are governed by the express provisions of the mortgage, the
law of the state in which the real property is located, certain federal laws
including, without limitation, the Soldiers' and Sailors' Civil Relief Act of
1940 and, in some cases, in deed of trust transactions, the directions of the
beneficiary.


INTEREST IN REAL PROPERTY

     The real property covered by a mortgage, deed of trust, security deed or
deed to secure debt is most often the fee estate in land and improvements.
However, the mortgage, or other instrument, may encumber other interests in real
property such as:

      o  a tenant's interest in a lease of land or improvements, or both, and

      o  the leasehold estate created by the lease.

A mortgage, or other instrument, covering an interest in real property other
than the fee estate requires special provisions in the instrument creating the
interest to protect the lender against termination of the interest before the
note secured by the mortgage, deed of trust, security deed or deed to secure
debt is paid. Unless otherwise specified in the prospectus supplement, Morgan
Stanley Capital I Inc. or the asset seller will make representations and
warranties in the Agreement with respect to the mortgage loans which are secured
by an interest in a leasehold estate. The representations and warranties will be
set forth in the prospectus supplement if applicable.


LEASES AND RENTS

     Mortgages that encumber income-producing property often contain an
assignment of rents and leases. Typically, under an assignment of rents and
leases:

     o   the borrower assigns its right, title and interest as landlord under
         each lease and the income derived from each lease to the lender, and

     o   the borrower retains a revocable license to collect the rents for so
         long as there is no default under the loan documents.

The manner of perfecting the lender's interest in rents may depend on whether
the borrower's assignment was absolute or one granted as security for the loan.
Failure to properly perfect the lender's interest in rents may result in the
loss of substantial pool of funds, which could otherwise serve as a source of
repayment for the loan. 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 obtain a court-appointed receiver before
becoming entitled to collect the rents. In most states, hotel and motel room
revenues are considered accounts receivable under the UCC; generally these
revenues are either assigned by the borrower, which remains entitled to collect
the revenues absent a default, or pledged by the borrower, as security for the
loan. In general, the lender must file financing statements in order to perfect
its security interest in the revenues and must file continuation statements,
generally every five years, to maintain perfection of the security interest.
Even if the lender's security interest in room revenues is perfected under the
UCC, the lender will generally be required to commence a foreclosure or
otherwise take possession of the property in order to collect the room revenues
after a default.

     Even after a foreclosure, the potential rent payments from the property may
be less than the periodic payments that had been due under the mortgage. For
instance, the net income that would otherwise be generated from the property may
be less than the amount that would have been needed to service the mortgage debt
if the leases on the property are at below-market rents, or as the result of
excessive maintenance, repair or other obligations which a lender succeeds to as
landlord.

     Lenders that actually take possession of the property, however, may incur
potentially substantial risks attendant to being a mortgagee in possession. The
risks include liability for environmental clean-up costs and other risks
inherent in property ownership. See "--Environmental Legislation" below.





                                      -63-




PERSONALTY

     Certain types of mortgaged properties, such as hotels, motels and
industrial plants, are likely to derive a significant part of their value from
personal property which does not constitute "fixtures" under applicable state
real property law and, hence, would not be subject to the lien of a mortgage.
The property is generally pledged or assigned as security to the lender under
the UCC. In order to perfect its security interest in the property, the lender
generally must file UCC financing statements and, to maintain perfection of the
security interest, file continuation statements generally every five years.


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 mortgaged property at public auction to satisfy the
indebtedness.

     Foreclosure procedures with respect to the enforcement of a mortgage vary
from state to state. Two primary methods of foreclosing a mortgage are judicial
foreclosure and non-judicial foreclosure pursuant to a power of sale granted in
the mortgage instrument. There are several other foreclosure procedures
available in some states that are either infrequently used or available only in
certain limited circumstances, such as strict foreclosure.

   JUDICIAL FORECLOSURE

     A judicial foreclosure proceeding is conducted in a court having
jurisdiction over the mortgaged property. Generally, the action is initiated by
the service of legal pleadings upon all parties having a subordinate interest of
record in the real property and all parties in possession of the property, under
leases or otherwise, whose interests are subordinate to the mortgage. Delays in
completion of the foreclosure may occasionally result from difficulties in
locating defendants. When the lender's right to foreclose is contested, the
legal proceedings can be time-consuming. Upon successful completion of a
judicial foreclosure proceeding, the court generally issues a judgment of
foreclosure and appoints a referee or other officer to conduct a public sale of
the mortgaged property, the proceeds of which are used to satisfy the judgment.
The sales are made in accordance with procedures that vary from state to state.

   EQUITABLE LIMITATIONS ON ENFORCEABILITY OF CERTAIN PROVISIONS

     United States courts have traditionally imposed general equitable
principles to limit the remedies available to a lender in connection with
foreclosure. These equitable principles are generally designed to relieve the
borrower from the legal effect of mortgage defaults, to the extent that the
effect is perceived as harsh or unfair. Relying on these principles, a court may
alter the specific terms of a loan to the extent it considers necessary to
prevent or remedy an injustice, undue oppression or overreaching, or may require
the lender to undertake affirmative and expensive actions to determine the cause
of the borrower's default and the likelihood that the borrower will be able to
reinstate the loan. In some cases, courts have substituted their judgment for
the lender's and have required that lenders reinstate loans or recast payment
schedules in order to accommodate borrowers who are suffering from a temporary
financial disability. In other cases, courts have limited the right of the
lender to foreclose if the default under the mortgage is not monetary, e.g., the
borrower failed to maintain the mortgaged property adequately or the borrower
executed a junior mortgage on the mortgaged property. The exercise by the court
of its equity powers will depend on the individual circumstances of each case
presented to it. Finally, some courts have been faced with the issue of whether
federal or state constitutional provisions reflecting due process concerns for
adequate notice require that a borrower receive notice in addition to
statutorily-prescribed minimum notice. For the most part, these cases have
upheld the reasonableness of the notice provisions or have found that a public
sale under a mortgage providing for a power of sale does not involve sufficient
state action to afford constitutional protections to the borrower.

     A foreclosure action is subject to most of the delays and expenses of other
lawsuits if defenses are raised or counterclaims are interposed, and sometimes
require several years to complete. Moreover, a non-collusive, regularly
conducted foreclosure sale may be challenged as a fraudulent conveyance,
regardless of the parties' intent,




                                      -64-



if a court determines that the sale was for less than fair consideration and
that the sale occurred while the borrower was insolvent or the borrower was
rendered insolvent as a result of the sale and within one year -- or within the
state statute of limitations if the trustee in bankruptcy elects to proceed
under state fraudulent conveyance law -- of the filing of bankruptcy.

   NON-JUDICIAL FORECLOSURE/POWER OF SALE

     Foreclosure of a deed of trust is generally accomplished by a non-judicial
trustee's sale pursuant to the power of sale granted in the deed of trust. A
power of sale is typically granted in a deed of trust. It may also be contained
in any other type of mortgage instrument. A power of sale allows a non-judicial
public sale to be conducted generally following a request from the
beneficiary/lender to the trustee to sell the property upon any default by the
borrower under the terms of the mortgage note or the mortgage instrument and
after notice of sale is given in accordance with the terms of the mortgage
instrument, as well as applicable state law. In some states, prior to such sale,
the trustee under a deed of trust must record a notice of default and notice of
sale and send a copy to the borrower and to any other party who has recorded a
request for a copy of a notice of default and notice of sale. In addition, in
some states the trustee must provide notice to any other party having an
interest of record in the real property, including junior lienholders. A notice
of sale must be posted in a public place and, in most states, published for a
specified period of time in one or more newspapers. The borrower or junior
lienholder may then have the right, during a reinstatement period required in
some states, to cure the default by paying the entire actual amount in arrears,
without acceleration, plus the expenses incurred in enforcing the obligation. In
other states, the borrower or the junior lienholder is not provided a period to
reinstate the loan, but has only the right to pay off the entire debt to prevent
the foreclosure sale. Generally, the procedure for public sale, the parties
entitled to notice, the method of giving notice and the applicable time periods
are governed by state law and vary among the states. Foreclosure of a deed to
secure debt is also generally accomplished by a non-judicial sale similar to
that required by a deed of trust, except that the lender or its agent, rather
than a trustee, is typically empowered to perform the sale in accordance with
the terms of the deed to secure debt and applicable law.

   PUBLIC SALE

     A third party may be unwilling to purchase a mortgaged property at a public
sale because of the difficulty in determining the value of the property at the
time of sale, due to, among other things, redemption rights which may exist and
the possibility of physical deterioration of the property during the foreclosure
proceedings. For these reasons, it is common for the lender to purchase the
mortgaged property for an amount equal to or less than the underlying debt and
accrued and unpaid interest plus the expenses of foreclosure. Generally, state
law controls the amount of foreclosure costs and expenses which may be recovered
by a lender. Thereafter, subject to the borrower's right in some states to
remain in possession during a redemption period, if applicable, the lender will
become the owner of the property and have both the benefits and burdens of
ownership of the mortgaged property. For example, the lender will have the
obligation to pay debt service on any senior mortgages, to pay taxes, obtain
casualty insurance and to make the repairs at its own expense as are necessary
to render the property suitable for sale. Frequently, the lender employs a third
party management company to manage and operate the property. The costs of
operating and maintaining a commercial or multifamily residential property may
be significant and may be greater than the income derived from that property.
The costs of management and operation of those mortgaged properties which are
hotels, motels, restaurants, nursing or convalescent homes or hospitals may be
particularly significant because of the expertise, knowledge and, with respect
to nursing or convalescent homes or hospitals, regulatory compliance, required
to run the operations and the effect which foreclosure and a change in ownership
may have on the public's and the industry's, including franchisors', perception
of the quality of the operations. The lender will commonly obtain the services
of a real estate broker and pay the broker's commission in connection with the
sale of the property. Depending upon market conditions, the ultimate proceeds of
the sale of the property may not equal the lender's investment in the property.
Moreover, a lender commonly incurs substantial legal fees and court costs in
acquiring a mortgaged property through contested foreclosure or bankruptcy
proceedings. Furthermore, a few states require that any environmental
contamination at certain types of properties be cleaned up before a property may
be resold. In addition, a lender may be responsible under federal or state law
for the cost of cleaning up a mortgaged property that is environmentally
contaminated. See "--Environmental Legislation." Generally state law controls
the amount of foreclosure expenses and costs, including attorneys' fees, that
may be recovered by a lender.



                                      -65-



     A junior lender may not foreclose on the property securing the junior
mortgage unless it forecloses subject to senior mortgages and any other prior
liens, in which case it may be obliged to make payments on the senior mortgages
to avoid their foreclosure. In addition, in the event that the foreclosure of a
junior mortgage triggers the enforcement of a "due-on-sale" clause contained in
a senior mortgage, the junior lender may be required to pay the full amount of
the senior mortgage to avoid its foreclosure. Accordingly, with respect to those
mortgage loans, if any, that are junior mortgage loans, if the lender purchases
the property, the lender's title will be subject to all senior mortgages, prior
liens and certain governmental liens.

     The proceeds received by the referee or trustee from the sale are applied
first to the costs, fees and expenses of sale and then in satisfaction of the
indebtedness secured by the mortgage under which the sale was conducted. Any
proceeds remaining after satisfaction of senior mortgage debt are generally
payable to the holders of junior mortgages and other liens and claims in order
of their priority, whether or not the borrower is in default. Any additional
proceeds are generally payable to the borrower. The payment of the proceeds to
the holders of junior mortgages may occur in the foreclosure action of the
senior mortgage or a subsequent ancillary proceeding or may require the
institution of separate legal proceedings by these holders.

   REO PROPERTIES

     If title to any mortgaged property is acquired by the trustee on behalf of
the certificateholders, the master servicer or any related subservicer or the
special servicer, on behalf of the holders, will be required to sell the
mortgaged property prior to the close of the third calendar year following the
year of acquisition of such mortgaged property by the trust fund, unless:

     o   the Internal Revenue Service grants an REO Extension, or

     o   it obtains an opinion of counsel generally to the effect that the
         holding of the property beyond the close of the third calendar year
         after its acquisition will not result in the imposition of a tax on the
         trust fund or cause any REMIC created pursuant to the Agreement to fail
         to qualify as a REMIC under the Code.

Subject to the foregoing, the master servicer or any related subservicer or the
special servicer will generally be required to solicit bids for any mortgaged
property so acquired in a manner as will be reasonably likely to realize a fair
price for the property. The master servicer or any related subservicer or the
special servicer may retain an independent contractor to operate and manage any
REO Property; however, the retention of an independent contractor will not
relieve the master servicer or any related subservicer or the special servicer
of its obligations with respect to the REO Property.

     In general, the master servicer or any related subservicer or the special
servicer or an independent contractor employed by the master servicer or any
related subservicer or the special servicer at the expense of the trust fund
will be obligated to operate and manage any mortgaged property acquired as REO
Property in a manner that would, to the extent commercially feasible, maximize
the trust fund's net after-tax proceeds from the property. After the master
servicer or any related subservicer or the special servicer reviews the
operation of the property and consults with the trustee 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 master
servicer or any related subservicer or the special servicer could determine,
particularly in the case of an REO Property that is a hospitality or residential
health care facility, that it would not be commercially feasible to manage and
operate the property in a manner that would avoid the imposition of an REO Tax
at the highest marginal corporate tax rate--currently 35%. The determination as
to whether income from an REO Property would be subject to an REO Tax will
depend on the specific facts and circumstances relating to the management and
operation of each REO Property. Any REO Tax imposed on the trust fund's income
from an REO Property would reduce the amount available for distribution to
certificateholders. Certificateholders are advised to consult their tax advisors
regarding the possible imposition of REO Taxes in connection with the operation
of commercial REO Properties by REMICs. See "Federal Income Tax Consequences" in
this prospectus and "Federal Income Tax Consequences" in the prospectus
supplement.




                                      -66-



   RIGHTS OF REDEMPTION

     The purposes of a foreclosure action are to enable the lender to realize
upon its security and to bar the borrower, and all persons who have an interest
in the property which is subordinate to the mortgage being foreclosed, from
exercise of their "equity of redemption." The doctrine of equity of redemption
provides that, until the property covered by a mortgage has been sold in
accordance with a properly conducted foreclosure and foreclosure sale, those
having an interest which is subordinate to that of the foreclosing lender have
an equity of redemption and may redeem the property by paying the entire debt
with interest. In addition, in some states, when a foreclosure action has been
commenced, the redeeming party must pay certain costs of the action. Those
having an equity of redemption must generally be made parties and joined in the
foreclosure proceeding in order for their equity of redemption to be cut off and
terminated.

     The equity of redemption is a common-law or non-statutory right which
exists prior to completion of the foreclosure, is not waivable by the borrower,
must be exercised prior to foreclosure sale and should be distinguished from the
post-sale statutory rights of redemption. In some states, after sale pursuant to
a deed of trust or foreclosure of a mortgage, the borrower and foreclosed junior
lienors are given a statutory period in which to redeem the property from the
foreclosure sale. In some states, statutory redemption may occur only upon
payment of the foreclosure sale price. In other states, redemption may be
authorized if the former borrower pays only a portion of the sums due. The
effect of a statutory right of redemption is to diminish the ability of the
lender to sell the foreclosed property. The exercise of a right of redemption
would defeat the title of any purchaser from a foreclosure sale or sale under a
deed of trust. 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.

     Under the REMIC Provisions currently in effect, property acquired by
foreclosure generally must not be held beyond the close of the third calendar
year following the year of acquisition. Unless otherwise provided in the related
prospectus supplement, with respect to a series of certificates for which an
election is made to qualify the trust fund or a part thereof as a REMIC, the
Agreement will permit foreclosed property to be held beyond the close of the
third calendar year following the year of acquisition if the Internal Revenue
Service grants an extension of time within which to sell the property or
independent counsel renders an opinion to the effect that holding the property
for such additional period is permissible under the REMIC Provisions.


   ANTI-DEFICIENCY LEGISLATION

     Some or all of the mortgage loans may be nonrecourse loans, as to which
recourse may be had only against the specific property securing the related
mortgage loan and a personal money judgment may not be obtained against the
borrower. Even if a mortgage loan by its terms provides for recourse to the
borrower, some states impose prohibitions or limitations on recourse to the
borrower. For example, statutes in some states limit the right of the lender to
obtain a deficiency judgment against the borrower following foreclosure or sale
under a deed of trust. A deficiency judgment would be 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. Some states require the lender to exhaust the security afforded under a
mortgage by foreclosure in an attempt to satisfy the full debt before bringing a
personal action against the borrower. In certain other states, the lender has
the option of bringing a personal action against the borrower on the debt
without first exhausting the security; however, in some of these states, the
lender, following judgment on a personal action, may be deemed to have elected a
remedy and may be precluded from exercising remedies with respect to the
security. In some cases, a lender will be precluded from exercising any
additional rights under the note or mortgage if it has taken any prior
enforcement action. Consequently, the practical effect of the election
requirement, in those states permitting such election, is that lenders will
usually proceed against the security first rather than bringing a personal
action against the borrower. Finally, other statutory provisions limit any
deficiency judgment against the former borrower following a judicial sale to the
excess of the outstanding debt over the fair market value of the property at the
time of the public sale. The purpose of these statutes is generally to prevent a
lender from obtaining a large deficiency judgment against the former borrower as
a result of low or no bids at the judicial sale.



                                      -67-



   LEASEHOLD RISKS

     Mortgage loans may be secured by a mortgage on a ground lease. Leasehold
mortgages are subject to certain risks not associated with mortgage loans
secured by the fee estate of the borrower. The most significant of these risks
is that the ground lease creating the leasehold estate could terminate, leaving
the leasehold lender without its security. The ground lease may terminate if,
among other reasons, the ground lessee breaches or defaults in its obligations
under the ground lease or there is a bankruptcy of the ground lessee or the
ground lessor. This risk may be minimized if the ground lease contains certain
provisions protective of the lender, but the ground leases that secure mortgage
loans may not contain some of these protective provisions, and mortgages may not
contain the other protections discussed in the next paragraph. Protective ground
lease provisions include:

     (1) the right of the leasehold lender to receive notices from the ground
         lessor of any defaults by the borrower;

     (2) the right to cure those defaults, with adequate cure periods;

     (3) if a default is not susceptible of cure by the leasehold lender, the
         right to acquire the leasehold estate through foreclosure or otherwise;

     (4) the ability of the ground lease to be assigned to and by the leasehold
         lender or purchaser at a foreclosure sale and for the concomitant
         release of the ground lessee's liabilities thereunder;

     (5) the right of the leasehold lender to enter into a new ground lease with
         the ground lessor on the same terms and conditions as the old ground
         lease in the event of a termination thereof;

     (6) a ground lease or leasehold mortgage that prohibits the ground lessee
         from treating the ground lease as terminated in the event of the ground
         lessor's bankruptcy and rejection of the ground lease by the trustee
         for the debtor-ground lessor; and

     (7) a leasehold mortgage that provides for the assignment of the
         debtor-ground lessee's right to reject a lease pursuant to Section 365
         of the Bankruptcy Code.

     Without the protections described in (1) - (7) above, a leasehold lender
may lose the collateral securing its leasehold mortgage. However, the
enforceability of clause (7) has not been established. In addition, terms and
conditions of a leasehold mortgage are subject to the terms and conditions of
the ground lease. Although certain rights given to a ground lessee can be
limited by the terms of a leasehold mortgage, the rights of a ground lessee or a
leasehold lender with respect to, among other things, insurance, casualty and
condemnation will be governed by the provisions of the ground lease.


BANKRUPTCY LAWS

     The Bankruptcy Code and related state laws may interfere with or affect the
ability of a lender to realize upon collateral and to enforce a deficiency
judgment. For example, under the Bankruptcy Code, virtually all actions,
including foreclosure actions and deficiency judgment proceedings, are
automatically stayed upon the filing of the bankruptcy petition, and, usually,
no interest or principal payments are made during the course of the bankruptcy
case. The delay and the consequences thereof caused by an automatic stay can be
significant. Also, under the Bankruptcy Code, the filing of a petition in
bankruptcy by or on behalf of a junior lienor may stay the senior lender from
taking action to foreclose out the junior lien.

     Under the Bankruptcy Code, provided certain substantive and procedural
safeguards for the lender are met, the amount and terms of a mortgage secured by
property of the debtor may be modified under certain circumstances. In many
jurisdictions, the outstanding amount of the loan secured by the real property
may be reduced to the then-current value of the property, with a corresponding
partial reduction of the amount of lender's security interest pursuant to a
confirmed plan or lien avoidance proceeding, thus leaving the lender a general
unsecured creditor for the difference between such value and the outstanding
balance of the loan. Other modifications may include the reduction in the amount
of each scheduled payment, which reduction may result from a reduction in the
rate of interest or the alteration of the repayment schedule with or without
affecting the unpaid principal balance of the loan, or an extension or reduction
of the final maturity date. Some courts with federal bankruptcy jurisdiction
have




                                      -68-



approved plans, based on the particular facts of the reorganization case, that
effected the curing of a mortgage loan default by paying arrearages over a
number of years. Also, under federal bankruptcy law, a bankruptcy court may
permit a debtor through its rehabilitative plan to de-accelerate a secured loan
and to reinstate the loan even though the lender accelerated the mortgage loan
and final judgment of foreclosure had been entered in state court provided no
sale of the property had yet occurred, prior to the filing of the debtor's
petition. This may be done even if the full amount due under the original loan
is never repaid.

     Federal bankruptcy law provides generally that rights and obligation under
an unexpired lease of the debtor/lessee may not be terminated or modified at any
time after the commencement of a case under the Bankruptcy Code solely on the
basis of a provision in the lease to such effect or because of certain other
similar events. This prohibition on so-called "ipso facto clauses" could limit
the ability of the trustee for a series of certificates to exercise certain
contractual remedies with respect to the leases. In addition, Section 362 of the
Bankruptcy Code operates as an automatic stay of, among other things, any act to
obtain possession of property from a debtor's estate, which may delay a
trustee's exercise of remedies for a related series of certificates in the event
that a related lessee or a related borrower becomes the subject of a proceeding
under the Bankruptcy Code. For example, a lender would be stayed from enforcing
a lease assignment by a borrower related to a mortgaged property if the related
borrower was in a bankruptcy proceeding. The legal proceedings necessary to
resolve the issues could be time-consuming and might result in significant
delays in the receipt of the assigned rents. Similarly, the filing of a petition
in bankruptcy by or on behalf of a lessee of a mortgaged property would result
in a stay against the commencement or continuation of any state court proceeding
for past due rent, for accelerated rent, for damages or for a summary eviction
order with respect to a default under the lease that occurred prior to the
filing of the lessee's petition. Rents and other proceeds of a mortgage loan may
also escape an assignment thereof if the assignment is not fully perfected under
state law prior to commencement of the bankruptcy proceeding. See "--Leases and
Rents" above.

     In addition, the Bankruptcy Code generally provides that a trustee or
debtor-in-possession may, subject to approval of the court,

     o   assume the lease and retain it or assign it to a third party or

     o   reject the lease.

If the lease is assumed, the trustee in bankruptcy on behalf of the lessee, or
the lessee as debtor-in-possession, or the 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, however, as the lessor may be forced to continue under the
lease with a lessee that is a poor credit risk or an unfamiliar tenant if the
lease was assigned, and any assurances provided to the lessor may, in fact, be
inadequate. If the lease is rejected, the rejection generally constitutes a
breach of the executory contract or unexpired lease immediately before the date
of filing the petition. As a consequence, the other party or parties to the
rejected lease, such as the borrower, as lessor under a lease, would have only
an unsecured claim against the debtor for damages resulting from the breach,
which could adversely affect the security for the related mortgage loan. In
addition, pursuant to Section 502(b)(6) of the Bankruptcy Code, a lessor's
damages for lease rejection in respect of future rent installments are limited
to the rent reserved by the lease, without acceleration, for the greater of one
year or 15%, not to exceed three years, of the remaining term of the lease.

     If a trustee in bankruptcy on behalf of a lessor, or a lessor as
debtor-in-possession, rejects an unexpired lease of real property, the lessee
may treat the lease as terminated by the rejection or, in the alternative, the
lessee may remain in possession of the leasehold for the balance of the term and
for any renewal or extension of the term that is enforceable by the lessee under
applicable nonbankruptcy law. The Bankruptcy Code provides that if a lessee
elects to remain in possession after a rejection of a lease, the lessee may
offset against rents reserved under the lease for the balance of the term after
the date of rejection of the lease, and any renewal or extension thereof, any
damages occurring after such date caused by the nonperformance of any obligation
of the lessor under the lease after such date. To the extent provided in the
related prospectus supplement, the lessee will agree under certain leases to pay
all amounts owing thereunder to the master servicer without offset. To the
extent that a contractual obligation remains enforceable against the lessee, the
lessee would not be able to avail itself of the rights of offset generally
afforded to lessees of real property under the Bankruptcy Code.





                                      -69-



     In a bankruptcy or similar proceeding of a borrower, action may be taken
seeking the recovery, as a preferential transfer or on other grounds, of any
payments made by the borrower, or made directly by the related lessee, under the
related mortgage loan to the trust fund. Payments on long-term debt may be
protected from recovery as preferences if they are payments in the ordinary
course of business made on debts incurred in the ordinary course of business.
Whether any particular payment would be protected depends upon the facts
specific to a particular transaction.

     A trustee in bankruptcy, in some cases, may be entitled to collect its
costs and expenses in preserving or selling the mortgaged property ahead of
payment to the lender. In certain circumstances, a debtor in bankruptcy may have
the power to grant liens senior to the lien of a mortgage, and analogous state
statutes and general principles of equity may also provide a borrower with means
to halt a foreclosure proceeding or sale and to force a restructuring of a
mortgage loan on terms a lender would not otherwise accept. Moreover, the laws
of some states also give priority to certain tax liens over the lien of a
mortgage or deed of trust. Under the Bankruptcy Code, if the court finds that
actions of the lender have been unreasonable, the lien of the related mortgage
may be subordinated to the claims of unsecured creditors.

     To the extent described in the related prospectus supplement, some of the
Borrowers may be partnerships. The laws governing limited partnerships in some
states provide that the commencement of a case under the Bankruptcy Code with
respect to a general partner will cause a person to cease to be a general
partner of the limited partnership, unless otherwise provided in writing in the
limited partnership agreement. This provision may be construed as an "ipso
facto" clause and, in the event of the general partner's bankruptcy, may not be
enforceable. To the extent described in the related prospectus supplement, some
of the limited partnership agreements of the Borrowers may provide that the
commencement of a case under the Bankruptcy Code with respect to the related
general partner constitutes an event of withdrawal--assuming the enforceability
of the clause is not challenged in bankruptcy proceedings or, if challenged, is
upheld--that might trigger the dissolution of the limited partnership, the
winding up of its affairs and the distribution of its assets, unless

     o   at the time there was at least one other general partner and the
         written provisions of the limited partnership permit the business of
         the limited partnership to be carried on by the remaining general
         partner and that general partner does so or

     o   the written provisions of the limited partnership agreement permit the
         limited partner to agree within a specified time frame -- often 60 days
         -- after such withdrawal to continue the business of the limited
         partnership and to the appointment of one or more general partners and
         the limited partners do so.

In addition, the laws governing general partnerships in some states provide that
the commencement of a case under the Bankruptcy Code or state bankruptcy laws
with respect to a general partner of such partnerships triggers the dissolution
of the partnership, the winding up of its affairs and the distribution of its
assets. The state laws, however, may not be enforceable or effective in a
bankruptcy case. The dissolution of a Borrower, the winding up of its affairs
and the distribution of its assets could result in an acceleration of its
payment obligation under a related mortgage loan, which may reduce the yield on
the related series of certificates in the same manner as a principal prepayment.

     In addition, the bankruptcy of the general partner of a Borrower that is a
partnership may provide the opportunity for a trustee in bankruptcy for the
general partner, such general partner as a debtor-in-possession, or a creditor
of the general partner to obtain an order from a court consolidating the assets
and liabilities of the general partner with those of the Borrower pursuant to
the doctrines of substantive consolidation or piercing the corporate veil. In
such a case, the respective mortgaged property, for example, would become
property of the estate of the bankrupt general partner. Not only would the
mortgaged property be available to satisfy the claims of creditors of the
general partner, but an automatic stay would apply to any attempt by the trustee
to exercise remedies with respect to the mortgaged property. However, such an
occurrence should not affect the trustee's status as a secured creditor with
respect to the Borrower or its security interest in the mortgaged property.






                                      -70-



JUNIOR MORTGAGES; RIGHTS OF SENIOR LENDERS OR BENEFICIARIES

     To the extent specified in the related prospectus supplement, some of the
mortgage loans for a series will be secured by junior mortgages or deeds of
trust which are subordinated to senior mortgages or deeds of trust held by other
lenders or institutional investors. The rights of the trust fund, and therefore
the related certificateholders, as beneficiary under a junior deed of trust or
as lender under a junior mortgage, are subordinate to those of the lender or
beneficiary under the senior mortgage or deed of trust, including the prior
rights of the senior lender or beneficiary:

     o   to receive rents, hazard insurance and condemnation proceeds, and

     o   to cause the mortgaged property securing the mortgage loan to be sold
         upon default of the Borrower or trustor. This would extinguish the
         junior lender's or junior beneficiary's lien. However, the master
         servicer or special servicer, as applicable, could assert its
         subordinate interest in the mortgaged property in foreclosure
         litigation or satisfy the defaulted senior loan.

In many states a junior lender or beneficiary may satisfy a defaulted senior
loan in full, or may cure such default and bring the senior loan current, in
either event adding the amounts expended to the balance due on the junior loan.
Absent a provision in the senior mortgage, no notice of default is required to
be given to the junior lender unless otherwise required by law.

     The form of the mortgage or deed of trust used by many institutional
lenders confers on the lender or beneficiary the right both to receive all
proceeds collected under any hazard insurance policy and all awards made in
connection with any condemnation proceedings, and to apply the proceeds and
awards to any indebtedness secured by the mortgage or deed of trust, in such
order as the lender or beneficiary may determine. Thus, in the event
improvements on the property are damaged or destroyed by fire or other casualty,
or in the event the property is taken by condemnation, the lender or beneficiary
under the senior mortgage or deed of trust will have the prior right to collect
any insurance proceeds payable under the hazard insurance policy and any award
of damages in connection with the condemnation and to apply the same to the
indebtedness secured by the senior mortgage or deed of trust. Proceeds in excess
of the amount of senior mortgage indebtedness will, in most cases, be applied to
the indebtedness of a junior mortgage or trust deed. The laws of some states may
limit the ability of lenders to apply the proceeds of hazard insurance and
partial condemnation awards to the secured indebtedness. In these states, the
borrower must be allowed to use the proceeds of hazard insurance to repair the
damage unless the security of the lender has been impaired. Similarly, in
certain states, the lender is entitled to the award for a partial condemnation
of the real property security only to the extent that its security is impaired.

     The form of mortgage or deed of trust used by many institutional lenders
typically contains a "future advance" clause, which provides in essence, that
additional amounts advanced to or on behalf of the borrower by the lender are to
be secured by the mortgage or deed of trust. While this type of clause is valid
under the laws of most states, the priority of any advance made under the clause
depends, in some states, on whether the advance was an "obligatory" or
"optional" advance. If the lender is obligated to advance the additional
amounts, the advance may be entitled to receive the same priority as amounts
initially made under the mortgage or deed of trust, notwithstanding that there
may be intervening junior mortgages or deeds of trust and other liens between
the date of recording of the mortgage or deed of trust and the date of the
future advance, and notwithstanding that the lender or beneficiary had actual
knowledge of the intervening junior mortgages or deeds of trust and other liens
at the time of the advance. Where the lender is not obligated to advance the
additional amounts and has actual knowledge of the intervening junior mortgages
or deeds of trust and other liens, the advance may be subordinated to such
intervening junior mortgages or deeds of trust and other liens. Priority of
advances under a "future advance" clause rests, in many other states, on state
law giving priority to all advances made under the loan agreement up to a
"credit limit" amount stated in the recorded mortgage.

     Another provision typically found in the form of the mortgage or deed of
trust used by many institutional lenders obligates the borrower or trustor to
pay before delinquency all taxes and assessments on the property and, when due,
all encumbrances, charges and liens on the property which appear prior to the
mortgage or deed of trust, to provide and maintain fire insurance on the
property, to maintain and repair the property and not to commit or permit any
waste thereof, and to appear in and defend any action or proceeding purporting
to affect the property or the rights of the lender or beneficiary under the
mortgage or deed of trust. Upon a failure of the borrower to perform any of
these obligations, the lender or beneficiary is given the right under the
mortgage or deed of trust to perform




                                      -71-



the obligation itself, at its election, with the borrower agreeing to reimburse
the lender on behalf of the borrower. All sums so expended by the lender become
part of the indebtedness secured by the mortgage or deed of trust.

     The form of mortgage or deed of trust used by many institutional lenders
typically requires the borrower to obtain the consent of the lender in respect
of actions affecting the mortgaged property, including, without limitation,
leasing activities, including new leases and termination or modification of
existing leases, alterations and improvements to buildings forming a part of the
mortgaged property and management and leasing agreements for the mortgaged
property. Tenants will often refuse to execute a lease unless the lender or
beneficiary executes a written agreement with the tenant not to disturb the
tenant's possession of its premises in the event of a foreclosure. A senior
lender or beneficiary may refuse to consent to matters approved by a junior
lender or beneficiary with the result that the value of the security for the
junior mortgage or deed of trust is diminished. For example, a senior lender or
beneficiary may decide not to approve the lease or to refuse to grant a tenant a
non-disturbance agreement. If, as a result, the lease is not executed, the value
of the mortgaged property may be diminished.


ENVIRONMENTAL LEGISLATION

     Real property pledged as security to a lender may be subject to unforeseen
environmental liabilities. Of particular concern may be those mortgaged
properties which are, or have been, the site of manufacturing, industrial or
disposal activity. These environmental liabilities may give rise to:

     o   a diminution in value of property securing any mortgage loan;

     o   limitation on the ability to foreclose against the property; or

     o   in certain circumstances, liability for clean-up costs or other
         remedial actions, which liability could exceed the value of the
         principal balance of the related mortgage loan or of the mortgaged
         property.

     Under federal law and the laws of certain states, contamination on a
property may give rise to a lien on the property for cleanup costs. In several
states, the lien has priority over existing liens (a "superlien") including
those of existing mortgages; in these states, the lien of a mortgage
contemplated by this transaction may lose its priority to a superlien.

     The presence of hazardous or toxic substances, or the failure to remediate
the property properly, may adversely affect the market value of the property, as
well as the owner's ability to sell or use the real estate or to borrow using
the real estate as collateral. In addition, certain environmental laws and
common law principles govern the responsibility for the removal, encapsulation
or disturbance of asbestos containing materials ("ACM") when ACM are in poor
condition or when a property with ACM is undergoing repair, renovation or
demolition. These laws could also be used to impose liability upon owners and
operators of real properties for release of ACM into the air that cause personal
injury or other damage. In addition to cleanup and natural resource damages
actions brought by federal and state agencies, the presence of hazardous
substances on a property may lead to claims of personal injury, property damage,
or other claims by private plaintiffs.

     Under the federal Comprehensive Environmental Response, Compensation and
Liability Act of 1980 and under other federal law and the law of some states, a
secured party such as a lender which takes a deed-in-lieu of foreclosure,
purchases a mortgaged property at a foreclosure sale, or operates a mortgaged
property may become liable in some circumstances for cleanup costs, even if the
lender does not cause or contribute to the contamination. Liability under some
federal or state statutes may not be limited to the original or unamortized
principal balance of a loan or to the value of the property securing a loan.
CERCLA imposes strict, as well as joint and several, liability on several
classes of potentially responsible parties, including current owners and
operators of the property, regardless of whether they caused or contributed to
the contamination. Certain states have laws similar to CERCLA.

     Lenders may be held liable under CERCLA as owners or operators of a
contaminated facility. Excluded from CERCLA's definition of "owner or operator,"
however, is a person "who, without participating in the management of a . . .
facility, holds indicia of ownership primarily to protect his security
interest." This exemption for holders of a security interest such as a secured
lender applies only in circumstances where the lender acts to protect its
security interest in the contaminated facility or property. Thus, if a lender's
activities encroach on the actual management of the facility or property, the
lender faces potential liability as an "owner or operator" under CERCLA.
Similarly,



                                      -72-



when a lender forecloses and takes title to a contaminated facility or property
-- whether it holds the facility or property as an investment or leases it to a
third party -- under some circumstances the lender may incur potential CERCLA
liability.

     Whether actions taken by a lender would constitute participating in the
management of a facility or property, so as to render the secured creditor
exemption unavailable to the lender has been a matter of judicial interpretation
of the statutory language, and court decisions have historically been
inconsistent. This scope of the secured creditor exemption has been somewhat
clarified by the enactment of the Asset Conservation, Lender Liability and
Deposit Insurance Protection Act of 1996 ("Asset Conservation Act"), which lists
permissible actions that may be undertaken by a lender holding security in a
contaminated facility without exceeding the bounds of the secured creditor
exemption, subject to certain conditions and limitations. The Asset Conservation
Act provides that in order to be deemed to have participated in the management
of a secured property, a lender must actually participate in the management or
operational affairs of the facility. The Asset Conservation Act also provides
that a lender will continue to have the benefit of the secured creditor
exemption even if it forecloses on a mortgaged property, purchases it at a
foreclosure sale or accepts a deed-in-lieu of foreclosure provided that the
lender seeks to sell the mortgaged property at the earliest practicable
commercially reasonable time on commercially reasonable terms. However, the
protections afforded lenders under the Asset Conservation Act are subject to
terms and conditions that have not been clarified by the courts.

     The secured creditor exemption may not protect a lender from liability
under CERCLA in cases where the lender arranges for disposal of hazardous
substances or for transportation of hazardous substances. In addition, the
secured creditor exemption does not govern liability for cleanup costs under
federal laws other than CERCLA or under state law. There is a similar secured
creditor exemption for reserves of petroleum products from underground storage
tanks under the federal Resource Conservation and Recovery Act. However,
liability for cleanup of petroleum contamination may be governed by state law,
which may not provide for any specific protection for secured creditors.

     In a few states, transfer of some types of properties is 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 cleanup the contamination before selling or
otherwise transferring the property.

     Beyond statute-based environmental liability, there exist common law causes
of action--for example, actions based on nuisance or on toxic tort resulting in
death, personal injury or damage to property--related to hazardous environmental
conditions on a property. While it may be more difficult to hold a lender liable
in these cases, unanticipated or uninsurable liabilities of the borrower may
jeopardize the borrower's ability to meet its loan obligations.

     If a lender is or becomes liable, it may bring an action for contribution
against the owner or operator who created the environmental hazard, but that
person or entity may be bankrupt or otherwise judgment proof. It is possible
that cleanup costs could become a liability of the trust fund and occasion a
loss to certificateholders in certain circumstances if such remedial costs were
incurred.

     Unless otherwise provided in the related prospectus supplement, the
Warrantying Party with respect to any Whole Loan included in a trust fund for a
particular series of certificates will represent that a "Phase I Assessment" as
described in and meeting the requirements of the then current version of Chapter
5 of the Federal National Mortgage Association Multifamily Guide has been
received and reviewed. In addition, unless otherwise provided in the related
prospectus supplement, the related Agreement will provide that the master
servicer, acting on behalf of the trustee, may not acquire title to a mortgaged
property or take over its operation unless the master servicer has previously
determined, based on a report prepared by a person who regularly conducts
environmental audits, that:

     o   the mortgaged property is in compliance with applicable environmental
         laws, and there are no circumstances present at the mortgaged property
         relating to the use, management or disposal of any hazardous
         substances, hazardous materials, wastes, or petroleum based materials
         for which investigation, testing, monitoring, containment, clean-up or
         remediation could be required under any federal, state or local law or
         regulation; or






                                      -73-



     o   if the mortgaged property is not so in compliance or such circumstances
         are so present, then it would be in the best economic interest of the
         trust fund to acquire title to the mortgaged property and further to
         take actions as would be necessary and appropriate to effect compliance
         or respond to such circumstances.

This requirement effectively precludes enforcement of the security for the
related mortgage note until a satisfactory environmental inquiry is undertaken
or any required remedial action is provided for, reducing the likelihood that a
given trust fund will become liable for an Environmental Hazard Condition
affecting a mortgaged property, but making it more difficult to realize on the
security for the mortgage loan. However, there can be no assurance that any
environmental assessment obtained by the master servicer or a special servicer,
as the case may be, will detect all possible Environmental Hazard Conditions or
that the other requirements of the Agreement, even if fully observed by the
master servicer or special servicer, as the case may be, will in fact insulate a
given trust fund from liability for Environmental Hazard Conditions. See
"Description of the Agreements--Realization Upon Defaulted Whole Loans."

     Unless otherwise specified in the related prospectus supplement, Morgan
Stanley Capital I Inc. generally will not have determined whether environmental
assessments have been conducted with respect to the mortgaged properties
relating to the mortgage loans included in the pool of mortgage loans for a
series, and it is likely that any environmental assessments which would have
been conducted with respect to any of the mortgaged properties would have been
conducted at the time of the origination of the related mortgage loans and not
thereafter. If specified in the related prospectus supplement, a Warrantying
Party will represent and warrant that, as of the date of initial issuance of the
certificates of a series or as of another specified date, no related mortgaged
property is affected by a Disqualifying Condition. In the event that, following
a default in payment on a mortgage loan that continues for 60 days,

     o   the environmental inquiry conducted by the master servicer or special
         servicer, as the case may be, prior to any foreclosure indicates the
         presence of a Disqualifying Condition that arose prior to the date of
         initial issuance of the certificates of a series and

     o   the master servicer or the special servicer certify that it has acted
         in compliance with the Servicing Standard and has not, by any action,
         created, caused or contributed to a Disqualifying Condition,

the Warrantying Party, at its option, will reimburse the trust fund, cure the
Disqualifying Condition or repurchase or substitute the affected Whole Loan, as
described under "Description of the Agreements--Representations and Warranties;
Repurchases." No such person will however, be responsible for any Disqualifying
Condition which may arise on a mortgaged property after the date of initial
issuance of the certificates of the related series, whether due to actions of
the Borrower, the master servicer, the special servicer or any other person. It
may not always be possible to determine whether a Disqualifying Condition arose
prior or subsequent to the date of the initial issuance of the certificates of a
series.


DUE-ON-SALE AND DUE-ON-ENCUMBRANCE

     Some of the mortgage loans may contain due-on-sale and due-on-encumbrance
clauses. These clauses generally provide that the lender may accelerate the
maturity of the loan if the borrower sells or otherwise transfers or encumbers
the related mortgaged property. Some of these clauses may provide that, upon an
attempted sale, transfer or encumbrance of the related mortgaged property by the
borrower of an otherwise non-recourse loan, the borrower becomes personally
liable for the mortgage debt. The enforceability of due-on-sale clauses has been
the subject of legislation or litigation in many states and, in some cases, the
enforceability of these clauses was limited or denied. However, with respect to
some of the loans, the Garn-St Germain Depository Institutions Act of 1982
preempts state constitutional, statutory and case law that prohibits the
enforcement of due-on-sale clauses and permits lenders to enforce these clauses
in accordance with their terms subject to limited exceptions. Unless otherwise
provided in the related prospectus supplement, a master servicer, on behalf of
the trust fund, will determine whether to exercise any right the trustee may
have as lender to accelerate payment of any mortgage loan or to withhold its
consent to any transfer or further encumbrance in a manner consistent with the
Servicing Standard.

     In addition, under federal bankruptcy laws, due-on-sale clauses may not be
enforceable in bankruptcy proceedings and may, under certain circumstances, be
eliminated in any modified mortgage resulting from a bankruptcy proceeding.







                                      -74-



SUBORDINATE FINANCING

     Where a borrower encumbers mortgaged property with one or more junior
liens, the senior lender is subjected to additional risks including:

     o   the borrower may have difficulty servicing and repaying multiple loans;

     o   if the junior loan permits recourse to the borrower--as junior loans
         often do--and the senior loan does not, a borrower may be more likely
         to repay sums due on the junior loan than those on the senior loan.

     o   acts of the senior lender that prejudice the junior lender or impair
         the junior lender's security may create a superior equity in favor of
         the junior lender. For example, if the borrower and the senior lender
         agree to an increase in the principal amount of or the interest rate
         payable on the senior loan, the senior lender may lose its priority to
         the extent any existing junior lender is harmed or the borrower is
         additionally burdened;

     o   if the borrower defaults on the senior loan 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.


DEFAULT INTEREST, PREPAYMENT PREMIUMS AND PREPAYMENTS

     Forms of notes and mortgages used by lenders may contain provisions
obligating the borrower to pay a late charge or additional interest if payments
are not timely made, and in some circumstances may provide for prepayment fees
or yield maintenance penalties if the obligation is paid prior to maturity or
prohibit prepayment for a specified period. In certain states, there are or may
be specific limitations upon the late charges which a lender may collect from a
borrower for delinquent payments. Certain states also limit the amounts that a
lender may collect from a borrower as an additional charge if the loan is
prepaid. The enforceability, under the laws of a number of states of provisions
providing for prepayment fees or penalties upon, or prohibition of, an
involuntary prepayment is unclear, and no assurance can be given that, at the
time a prepayment premium is required to be made on a mortgage loan in
connection with an involuntary prepayment, the obligation to make the payment,
or the provisions of any such prohibition, will be enforceable under applicable
state law. The absence of a restraint on prepayment, particularly with respect
to mortgage loans having higher mortgage rates, may increase the likelihood of
refinancing or other early retirements of the mortgage loans.


ACCELERATION ON DEFAULT

     Unless otherwise specified in the related prospectus supplement, some of
the mortgage loans included in the pool of mortgage loans for a series will
include a "debt-acceleration" clause, which permits the lender to accelerate the
full debt upon a monetary or nonmonetary default of the Borrower. The courts of
all states will enforce clauses providing for acceleration in the event of a
material payment default--as long as appropriate notices are given. The equity
courts of the state, however, may refuse to foreclose a mortgage or deed of
trust when an acceleration of the indebtedness would be inequitable or unjust or
the circumstances would render the acceleration unconscionable. Furthermore, in
some states, the borrower may avoid foreclosure and reinstate an accelerated
loan by paying only the defaulted amounts and the costs and attorneys' fees
incurred by the lender in collecting the defaulted payments.


APPLICABILITY OF USURY LAWS

     Title V of the Depository Institutions Deregulation and Monetary Control
Act of 1980, enacted in March 1980, provides that state usury limitations shall
not apply to certain types of residential, including multifamily but not other
commercial, first mortgage loans originated by certain lenders after March 31,
1980. A similar federal statute was in effect with respect to mortgage loans
made during the first three months of 1980. The statute authorized any state to
reimpose interest rate limits by adopting, before April 1, 1983, a law or
constitutional provision that expressly rejects application of the federal law.
In addition, even where Title V is not so rejected, any state is



                                      -75-



authorized by the law to adopt a provision limiting discount points or other
charges on mortgage loans covered by Title V. Certain states have taken action
to reimpose interest rate limits or to limit discount points or other charges.

     Morgan Stanley Capital I Inc. has been advised by counsel that a court
interpreting Title V would hold that residential first mortgage loans that are
originated on or after January 1, 1980 are subject to federal preemption.
Therefore, in a state that has not taken the requisite action to reject
application of Title V or to adopt a provision limiting discount points or other
charges prior to origination of mortgage loans, any such limitation under the
state's usury law would not apply to the mortgage loans.

     In any state in which application of Title V has been expressly rejected or
a provision limiting discount points or other charges is adopted, no mortgage
loan originated after the date of the state action will be eligible for
inclusion in a trust fund unless the mortgage loan provides:

     o   for the interest rate, discount points and charges as are permitted in
         that state, or

     o   that the terms of the loan shall be construed in accordance with the
         laws of another state under which the interest rate, discount points
         and charges would not be usurious, and the borrower's counsel has
         rendered an opinion that the choice of law provision would be given
         effect.

     Statutes differ in their provisions as to the consequences of a usurious
loan. One group of statutes requires the lender to forfeit the interest due
above the applicable limit or impose a specified penalty. Under this statutory
scheme, the borrower may cancel the recorded mortgage or deed of trust upon
paying its debt with lawful interest, and the lender may foreclose, but only for
the debt plus lawful interest. A second group of statutes is more severe. A
violation of this type of usury law results in the invalidation of the
transaction, permitting the borrower to cancel the recorded mortgage or deed of
trust without any payment or prohibiting the lender from foreclosing.


LAWS AND REGULATIONS; TYPES OF MORTGAGED PROPERTIES

     The mortgaged properties will be subject to compliance with various
federal, state and local statutes and regulations. Failure to comply together
with an inability to remedy a failure could result in a material decrease in the
value of a mortgaged property which could, together with the possibility of
limited alternative uses for a particular mortgaged property--e.g., a nursing or
convalescent home or hospital--result in a failure to realize the full principal
amount of the related mortgage loan. Mortgages on mortgaged properties which are
owned by the borrower under a condominium form of ownership are subject to the
declaration, by-laws and other rules and regulations of the condominium
association. Mortgaged properties which are hotels or motels may present
additional risk. Hotels and motels are typically operated pursuant to franchise,
management and operating agreements which may be terminable by the operator. In
addition, the transferability of the hotel's operating, liquor and other
licenses to the entity acquiring the hotel either through purchases or
foreclosure is subject to the vagaries of local law requirements. Moreover,
mortgaged properties which are multifamily residential properties may be subject
to rent control laws, which could impact the future cash flows of these
properties.


AMERICANS WITH DISABILITIES ACT

     Under Title III of the Americans with Disabilities Act of 1990 and rules
promulgated thereunder, in order to protect individuals with disabilities,
public accommodations such as hotels, 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 site, owner, landlord or other applicable person. In
addition to imposing a possible financial burden on the Borrower in its capacity
as owner or landlord, the ADA may also impose these types of requirements on a
foreclosing lender who succeeds to the interest of the Borrower as owner of
landlord. Furthermore, since the "readily achievable" standard may vary
depending on the financial condition of the owner or landlord, a foreclosing
lender who is financially more capable than the Borrower of complying with the
requirements of the ADA may be subject to more stringent requirements than those
to which the Borrower is subject.



                                      -76-



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, a borrower who
enters military service after the origination of a mortgage loan, including a
borrower who was in reserve status and is called to active duty after
origination of the mortgage loan, may not be charged interest, including fees
and charges, above an annual rate of 6% during the period of the borrower's
active duty status, unless a court orders otherwise upon application of the
lender. The Relief Act applies to borrowers who are members of the Army, Navy,
Air Force, Marines, National Guard, Reserves, Coast Guard and officers of the
U.S. Public Health Service assigned to duty with the military. Because the
Relief Act applies to borrowers 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 that may be affected by
the Relief Act. Application of the Relief Act would adversely affect, for an
indeterminate period of time, the ability of any servicer to collect full
amounts of interest on certain of the mortgage loans. Any shortfalls in interest
collections resulting from the application of the Relief Act would result in a
reduction of the amounts distributable to the holders of the related series of
certificates, and would not be covered by advances or, to the extent set forth
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 the servicer to foreclose on an
affected mortgage loan during the borrower's period of active duty status, and,
under certain circumstances, during an additional three month period thereafter.
Thus, in the event that an affected mortgage loan goes into default, there may
be delays and losses occasioned as a result of the Relief Act.


FORFEITURES IN DRUG, RICO AND PATRIOT ACT PROCEEDINGS

     Federal law provides that property purchased or improved with assets
derived from criminal activity or otherwise tainted, or used in the commission
of certain offenses, can be seized and ordered forfeited to the United States of
America. The offenses which can trigger such a seizure and forfeiture include,
among others, violations of the Racketeer Influenced and Corrupt Organizations
Act, the Bank Secrecy Act, the anti-money laundering laws and regulations,
including the USA Patriot Act of 2001 and the regulations issued pursuant to
that Act, as well as the narcotic drug laws. In many instances, the United
States may seize the property even before a conviction occurs.

     In the event of a forfeiture proceeding, a lender may be able to establish
its interest in the property by proving that (1) its mortgage was executed and
recorded before the commission of the illegal conduct from which the assets used
to purchase or improve the property were derived or before the commission of any
other crime upon which the forfeiture is based, or (2) the lender, at the time
of the execution of the mortgage, "did not know or was reasonably without cause
to believe that the property was subject to forfeiture." However, there is no
assurance that such a defense will be successful.


                         FEDERAL INCOME TAX CONSEQUENCES

     The following summary of the anticipated material federal income tax
consequences of the purchase, ownership and disposition of offered certificates
is based on the advice of Sidley, Austin, Brown & Wood LLP or Cadwalader,
Wickersham & Taft LLP or Latham & Watkins LLP or such other counsel as may be
specified in the related prospectus supplement, counsel to Morgan Stanley
Capital I Inc. This summary is based on laws, regulations, including REMIC
Regulations, rulings and decisions now in effect or, with respect to
regulations, proposed, all of which are subject to change either prospectively
or retroactively. This summary does not address the federal income tax
consequences of an investment in certificates applicable to all categories of
investors, some of which -- for example, banks and insurance companies -- may be
subject to special rules. Prospective investors should consult their tax
advisors regarding the federal, state, local and any other tax consequences to
them of the purchase, ownership and disposition of certificates.


GENERAL

     The federal income tax consequences to certificateholders will vary
depending on whether an election is made to treat the trust fund relating to a
particular series of certificates as a REMIC under the Code. The prospectus
supplement for each series of certificates will specify whether one or more
REMIC elections will be made.






                                      -77-



GRANTOR TRUST FUNDS

     If a REMIC election is not made, Sidley, Austin, Brown & Wood LLP or
Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP or such other counsel
as may be specified in the related prospectus supplement will deliver its
opinion that the trust fund will not be classified as an association taxable as
a corporation and that the trust fund will be classified as a grantor trust
under subpart E, Part I of subchapter J of Chapter 1 of Subtitle A of the Code.
In this case, owners of certificates will be treated for federal income tax
purposes as owners of a portion of the trust fund's assets as described in this
section of the prospectus.


A. SINGLE CLASS OF GRANTOR TRUST CERTIFICATES

     Characterization. The trust fund may be created with one class of grantor
trust certificates. In this case, each grantor trust certificateholder will be
treated as the owner of a pro rata undivided interest in the interest and
principal portions of the trust fund represented by the grantor trust
certificates and will be considered the equitable owner of a pro rata undivided
interest in each of the mortgage loans and MBS in the pool. Any amounts received
by a grantor trust certificateholder in lieu of amounts due with respect to any
mortgage loan or MBS because of a default or delinquency in payment will be
treated for federal income tax purposes as having the same character as the
payments they replace.

     Each grantor trust certificateholder will be required to report on its
federal income tax return in accordance with the grantor trust
certificateholder's method of accounting its pro rata share of the entire income
from the mortgage loans in the trust fund represented by grantor trust
certificates, including interest, OID, if any, prepayment fees, assumption fees,
any gain recognized upon an assumption and late payment charges received by the
master servicer. Under Code Sections 162 or 212 each grantor trust
certificateholder will be entitled to deduct its pro rata share of servicing
fees, prepayment fees, assumption fees, any loss recognized upon an assumption
and late payment charges retained by the master servicer, provided that the
amounts are reasonable compensation for services rendered to the trust fund.
Grantor trust certificateholders that are individuals, estates or trusts will be
entitled to deduct their share of expenses as itemized deductions only to the
extent these expenses plus all other Code Section 212 expenses exceed two
percent of its adjusted gross income. In addition, the amount of itemized
deductions otherwise allowable for the taxable year for an individual whose
adjusted gross income exceeds the applicable amount under Code Section
68(b)--which amount will be adjusted for inflation--will be reduced by the
lesser of

     o   3% of the excess of adjusted gross income over the applicable amount
         and

     o   80% of the amount of itemized deductions otherwise allowable for such
         taxable year.

     However, the Section 68 reduction will be phased out beginning in 2006 and
eliminated after 2009.

     In general, a grantor trust certificateholder using the CASH METHOD OF
ACCOUNTING must take into account its pro rata share of income as and deductions
as and when collected by or paid to the master servicer or, with respect to
original issue discount or certain other income items for which the
certificateholder has made an election, as the amounts are accrued by the trust
fund on a constant interest basis, and will be entitled to claim its pro rata
share of deductions, subject to the foregoing limitations, when the amounts are
paid or the certificateholder would otherwise be entitled to claim the
deductions had it held the mortgage loans or MBS directly. A grantor trust
certificateholder using an ACCRUAL METHOD OF ACCOUNTING must take into account
its pro rata share of income as payment becomes due or is made to the master
servicer, whichever is earlier and may deduct its pro rata share of expense
items, subject to the foregoing limitations, when the amounts are paid or the
certificateholder otherwise would be entitled to claim the deductions had it
held the mortgage loans or MBS directly. If the servicing fees paid to the
master servicer are deemed to exceed reasonable servicing compensation, the
amount of the excess could be considered as an ownership interest retained by
the master servicer or any person to whom the master servicer assigned for value
all or a portion of the servicing fees in a portion of the interest payments on
the mortgage loans and MBS. The mortgage loans and MBS would then be subject to
the "coupon stripping" rules of the Code discussed below under "--Stripped Bonds
and Coupons."

     Unless otherwise specified in the related prospectus supplement or
otherwise provided below in this section of the prospectus, as to each series of
certificates, counsel to Morgan Stanley Capital I Inc. will have advised Morgan
Stanley Capital I Inc. that:




                                      -78-



     o   a grantor trust certificate owned by a "domestic building and loan
         association" within the meaning of Code Section 7701(a)(19)
         representing principal and interest payments on mortgage loans or MBS
         will be considered to represent "loans . . . secured by an interest in
         real property which is . . . residential property" within the meaning
         of Code Section 7701(a)(19)(C)(v), to the extent that the mortgage
         loans or MBS represented by that grantor trust certificate are of a
         type described in that Code section;

     o   a grantor trust certificate owned by a real estate investment trust
         representing an interest in mortgage loans or MBS will be considered to
         represent "real estate assets" within the meaning of Code Section
         856(c)(5)(B), and interest income on the mortgage loans or MBS will be
         considered "interest on obligations secured by mortgages on real
         property" within the meaning of Code Section 856(c)(3)(B), to the
         extent that the mortgage loans or MBS represented by that grantor trust
         certificate are of a type described in that Code section; and

     o   a grantor trust certificate owned by a REMIC will represent
         "obligation[s] . . . which [are] principally secured by an interest in
         real property" within the meaning of Code Section 860G(a)(3).

      Stripped Bonds and Coupons. Certain trust funds may consist of government
securities that constitute "stripped bonds" or "stripped coupons" as those terms
are defined in section 1286 of the Code, and, as a result, these assets would be
subject to the stripped bond provisions of the Code. Under these rules, these
government securities are treated as having original issue discount based on the
purchase price and the stated redemption price at maturity of each Security. As
such, grantor trust certificateholders would be required to include in income
their pro rata share of the original issue discount on each Government Security
recognized in any given year on an economic accrual basis even if the grantor
trust certificateholder is a cash method taxpayer. Accordingly, the sum of the
income includible to the grantor trust certificateholder in any taxable year may
exceed amounts actually received during such year.

     Premium. The price paid for a grantor trust certificate by a holder will be
allocated to the holder's undivided interest in each mortgage loan or MBS based
on each asset's relative fair market value, so that the holder's undivided
interest in each asset will have its own tax basis. A grantor trust
certificateholder that acquires an interest in mortgage loans or MBS at a
premium may elect to amortize the premium under a constant interest method,
provided that the underlying mortgage loans with respect to the mortgage loans
or MBS were originated after September 27, 1985. Premium allocable to mortgage
loans originated on or before September 27, 1985 should be allocated among the
principal payments on such mortgage loans and allowed as an ordinary deduction
as principal payments are made. Amortizable bond premium will be treated as an
offset to interest income on such grantor trust certificate. The basis for such
grantor trust certificate will be reduced to the extent that amortizable premium
is applied to offset interest payments. It is not clear whether a reasonable
prepayment assumption should be used in computing amortization of premium
allowable under Code Section 171. A certificateholder that makes this election
for a mortgage loan or MBS or any other debt instrument that is acquired at a
premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder acquires during the year of the election or thereafter.

     If a premium is not subject to amortization using a reasonable prepayment
assumption, the holder of a grantor trust certificate representing an interest
in a mortgage loan or MBS acquired at a premium should recognize a loss if a
mortgage loan or an Underlying Mortgage Loan with respect to an asset prepays in
full, equal to the difference between the portion of the prepaid principal
amount of such mortgage loan or underlying mortgage loan that is allocable to
the certificate and the portion of the adjusted basis of the certificate that is
allocable to such mortgage loan or underlying mortgage loan. If a reasonable
prepayment assumption is used to amortize the premium, it appears that such a
loss would be available, if at all, only if prepayments have occurred at a rate
faster than the reasonable assumed prepayment rate. It is not clear whether any
other adjustments would be required to reflect differences between an assumed
prepayment rate and the actual rate of prepayments.

     The Internal Revenue Service has issued Amortizable Bond Premium
Regulations. The Amortizable Bond Premium Regulations specifically do not apply
to prepayable debt instruments or any pool of debt instruments the yield on
which may be affected by prepayments, such as the trust fund, which are subject
to Section 1272(a)(6) of the Code. Absent further guidance from the IRS and to
the extent set forth in the related prospectus supplement, the trustee will
account for amortizable bond premium in the manner described in this section.
Prospective purchasers



                                      -79-



should consult their tax advisors regarding amortizable bond premium and the
Amortizable Bond Premium Regulations.

     Original Issue Discount. The IRS has stated in published rulings that, in
circumstances similar to those described in this prospectus, the OID Regulations
will be applicable to a grantor trust certificateholder's interest in those
mortgage loans or MBS meeting the conditions necessary for these sections to
apply. Rules regarding periodic inclusion of OID income are applicable to
mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate borrowers other than individuals originated after July 1, 1982, and
mortgages of individuals originated after March 2, 1984. Such OID could arise by
the financing of points or other charges by the originator of the mortgages in
an amount greater than a statutory de minimis exception to the extent that the
points are not currently deductible under applicable Code provisions or are not
for services provided by the lender. OID generally must be reported as ordinary
gross income as it accrues under a constant interest method. See "--Multiple
Classes of Grantor Trust Certificates--Accrual of Original Issue Discount"
below.

     Market Discount. A grantor trust certificateholder that acquires an
undivided interest in mortgage loans or MBS may be subject to the market
discount rules of Code Sections 1276 through 1278 to the extent an undivided
interest in the asset is considered to have been purchased at a "market
discount." Generally, the amount of market discount is equal to the excess of
the portion of the principal amount of the mortgage loan or MBS allocable to the
holder's undivided interest over the holder's tax basis in such interest. Market
discount with respect to a grantor trust certificate will be considered to be
zero if the amount allocable to the grantor trust certificate is less than 0.25%
of the grantor trust certificate's stated redemption price at maturity
multiplied by the weighted average maturity remaining after the date of
purchase. Treasury regulations implementing the market discount rules have not
yet been issued; therefore, investors should consult their own tax advisors
regarding the application of these rules and the advisability of making any of
the elections allowed under Code Sections 1276 through 1278.

     The Code provides that any principal payment, whether a scheduled payment
or a prepayment, or any gain on disposition of a market discount bond acquired
by the taxpayer after October 22, 1986 shall be treated as ordinary income to
the extent that it does not exceed the accrued market discount at the time of
such payment. The amount of accrued market discount for purposes of determining
the tax treatment of subsequent principal payments or dispositions of the market
discount bond is to be reduced by the amount so treated as ordinary income.

     The Code also grants the Treasury Department authority to issue regulations
providing for the computation of accrued market discount on debt instruments,
the principal of which is payable in more than one installment. While the
Treasury Department has not yet issued regulations, rules described in the
relevant legislative history will apply. Under those rules, the holder of a
market discount bond may elect to accrue market discount either on the basis of
a constant interest rate or according to one of the following methods. If a
grantor trust certificate is issued with OID, the amount of market discount that
accrues during any accrual period would be equal to the product of

     o   the total remaining market discount and

     o   a fraction, the numerator of which is the OID accruing during the
         period and the denominator of which is the total remaining OID at the
         beginning of the accrual period.

For grantor trust certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of

     o   the total remaining market discount and

     o   a fraction, the numerator of which is the amount of stated interest
         paid during the accrual period and the denominator of which is the
         total amount of stated interest remaining to be paid at the beginning
         of the accrual period.

For purposes of calculating market discount under any of the above methods in
the case of instruments, such as the grantor trust certificates, that provide
for payments that may be accelerated by reason of prepayments of other
obligations securing such instruments, the same prepayment assumption applicable
to calculating the accrual of OID will apply. Because the regulations described
above have not been issued, it is impossible to predict what effect those
regulations might have on the tax treatment of a grantor trust certificate
purchased at a discount or premium in the secondary market.



                                      -80-



     A holder who acquired a grantor trust certificate at a market discount also
may be required to defer a portion of its interest deductions for the taxable
year attributable to any indebtedness incurred or continued to purchase or carry
the grantor trust certificate purchased with market discount. For these
purposes, the de minimis rule referred to above applies. Any such deferred
interest expense would not exceed the market discount that accrues during such
taxable year and is, in general, allowed as a deduction not later than the year
in which the market discount is includible in income. If such holder elects to
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the
interest deferral rule described above will not apply.

     Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de
minimis market or original issue discount) and premium in income as interest,
based on a constant yield method for certificates acquired on or after April 4,
1994. If this election were to be made with respect to a grantor trust
certificate with market discount, the certificateholder would be deemed to have
made an election to include in income currently market discount with respect to
all other debt instruments having market discount that such certificateholder
acquires during the year of the election or thereafter. Similarly, a
certificateholder that makes this election for a certificate that is acquired at
a premium will be deemed to have made an election to amortize bond premium with
respect to all debt instruments having amortizable bond premium that such
certificateholder owns or acquires. See "--Premium" in this prospectus. The
election to accrue interest, discount and premium on a constant yield method
with respect to a certificate is irrevocable without consent of the IRS.

     Anti-Abuse Rule. The IRS can apply or depart from the rules contained in
the OID Regulations as necessary or appropriate to achieve a reasonable result
where a principal purpose in structuring a mortgage loan, MBS, or grantor trust
certificate or applying the otherwise applicable rules is to achieve a result
that is unreasonable in light of the purposes of the applicable statutes, which
generally are intended to achieve the clear reflection of income for both
issuers and holders of debt instruments.


B.   MULTIPLE CLASSES OF GRANTOR TRUST CERTIFICATES

         1.       Stripped Bonds and Stripped Coupons

     Pursuant to Code Section 1286, the separation of ownership of the right to
receive some or all of the interest payments on an obligation from ownership of
the right to receive some or all of the principal payments results in the
creation of "stripped bonds" with respect to principal payments and "stripped
coupons" with respect to interest payments. For purposes of Code Sections 1271
through 1288, Code Section 1286 treats a stripped bond or a stripped coupon as
an obligation issued on the date that such stripped interest is created.

     Excess Servicing will be Treated Under the Stripped Bond Rules. If the
Excess Servicing fee is less than 100 basis points, i.e., 1% interest on the
principal balance of the assets in the trust fund, or the certificates are
initially sold with a de minimis discount, assuming no prepayment assumption is
required, any non-de minimis discount arising from a subsequent transfer of the
certificates should be treated as market discount. The IRS appears to require
that reasonable servicing fees be calculated on an asset by asset basis, which
could result in some mortgage loans or MBS being treated as having more than 100
basis points of interest stripped off. See "--Non-REMIC Certificates" and
"Multiple Classes of Grantor Trust Certificates--Stripped Bonds and Stripped
Coupons".

     Although not entirely clear, a Stripped Bond Certificate generally should
be treated as an interest in mortgage loans or MBS issued on the day the
certificate is purchased for purposes of calculating any OID. Generally, if the
discount on a mortgage loan or MBS is larger than a de minimis amount, as
calculated for purposes of the OID rules, a purchaser of such a certificate will
be required to accrue the discount under the OID rules of the Code. See
"--Non-REMIC Certificates" and "--Single Class of Grantor Trust
Certificates--Original Issue Discount". However, a purchaser of a Stripped Bond
Certificate will be required to account for any discount on the mortgage loans
or MBS as market discount rather than OID if either

     o   the amount of OID with respect to the mortgage loans or MBS is treated
         as zero under the OID de minimis rule when the certificate was stripped
         or

     o   no more than 100 basis points, including any Excess Servicing, is
         stripped off of the trust fund's mortgage loans or MBS.


                                      -81-



Pursuant to Revenue Procedure 91-49, issued on August 8, 1991, purchasers of
Stripped Bond Certificates using an inconsistent method of accounting must
change their method of accounting and request the consent of the IRS to the
change in their accounting method on a statement attached to their first timely
tax return filed after August 8, 1991.

     The precise tax treatment of Stripped Coupon Certificates is substantially
uncertain. The Code could be read literally to require that OID computations be
made for each payment from each mortgage loan or MBS. Unless otherwise specified
in the related prospectus supplement, all payments from a mortgage loan or MBS
underlying a Stripped Coupon Certificate will be treated as a single installment
obligation subject to the OID rules of the Code, in which case, all payments
from the mortgage loan or MBS would be included in the stated redemption price
at maturity for the mortgage loan or MBS for purposes of calculating income on
the certificate under the OID rules of the Code.

     It is unclear under what circumstances, if any, the prepayment of mortgage
loans or MBS will give rise to a loss to the holder of a Stripped Bond
Certificate purchased at a premium or a Stripped Coupon Certificate. If the
certificate is treated as a single instrument rather than an interest in
discrete mortgage loans and the effect of prepayments is taken into account in
computing yield with respect to the grantor trust certificate, it appears that
no loss will be available as a result of any particular prepayment unless
prepayments occur at a rate sufficiently faster than the assumed prepayment rate
so that the certificateholder will not recover its investment. However, if the
certificate is treated as an interest in discrete mortgage loans or MBS, or if
no prepayment assumption is used, then when a mortgage loan or MBS is prepaid,
the holder of the certificate should be able to recognize a loss equal to the
portion of the adjusted issue price of the certificate that is allocable to the
mortgage loan or MBS.

     In light of the application of Section 1286 of the Code, a beneficial owner
of a Stripped Bond Certificate generally will be required to compute accruals of
OID 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, generally will not be available to the
trustee. Accordingly, any information reporting provided by the trustee with
respect to these Stripped Bond Certificates, which information will be based on
pricing information as of the closing date, will largely fail to reflect the
accurate accruals of OID for these certificates. Prospective investors therefore
should be aware that the timing of accruals of OID applicable to a Stripped Bond
Certificate generally will be different than that reported to holders and the
IRS. You should consult your own tax advisor regarding your obligation to
compute and include in income the correct amount of OID accruals and any
possible tax consequences to you if you should fail to do so.

     Treatment of Certain Owners. Several Code sections provide beneficial
treatment to certain taxpayers that invest in mortgage loans or MBS of the type
that make up the trust fund. With respect to these Code sections, no specific
legal authority exists regarding whether the character of the grantor trust
certificates, for federal income tax purposes, will be the same as that of the
underlying mortgage loans or MBS. While Code Section 1286 treats a stripped
obligation as a separate obligation for purposes of the Code provisions
addressing OID, it is not clear whether such characterization would apply with
regard to these other Code sections. Although the issue is not free from doubt,
each class of grantor trust certificates, to the extent set forth in the related
prospectus supplement, should be considered to represent "real estate assets"
within the meaning of Code Section 856(c)(5)(B) and "loans . . . secured by, an
interest in real property which is . . . residential real property" within the
meaning of Code Section 7701(a)(19)(C)(v), and interest income attributable to
grantor trust certificates should be considered to represent "interest on
obligations secured by mortgages on real property" within the meaning of Code
Section 856(c)(3)(B), provided that in each case the underlying mortgage loans
or MBS and interest on such mortgage loans or MBS qualify for such treatment.
Prospective purchasers to which such characterization of an investment in
certificates is material should consult their own tax advisors regarding the
characterization of the grantor trust certificates and the income therefrom.
Unless otherwise specified in the related prospectus supplement, grantor trust
certificates will be "obligation[s] . . . which [are] principally secured by an
interest in real property" within the meaning of Code Section 860G(a)(3)(A).

         2. Grantor Trust Certificates Representing Interests in Loans Other
Than Adjustable Rate Loans

     The original issue discount rules of Code Sections 1271 through 1275 will
be applicable to a certificateholder's interest in those mortgage loans or MBS
as to which the conditions for the application of those sections are met. Rules
regarding periodic inclusion of original issue discount in income are applicable
to mortgages of corporations originated after May 27, 1969, mortgages of
noncorporate borrowers -- other than individuals -- originated after



                                      -82-



July 1, 1982, and mortgages of individuals originated after March 2, 1984. Under
the OID Regulations, such original issue discount could arise by the charging of
points by the originator of the mortgage in an amount greater than the statutory
de minimis exception, including a payment of points that is currently deductible
by the borrower under applicable Code provisions, or under certain
circumstances, by the presence of "teaser" rates on the mortgage loans or MBS.
OID on each grantor trust certificate must be included in the owner's ordinary
income for federal income tax purposes as it accrues, in accordance with a
constant interest method that takes into account the compounding of interest, in
advance of receipt of the cash attributable to such income. The amount of OID
required to be included in an owner's income in any taxable year with respect to
a grantor trust certificate representing an interest in mortgage loans or MBS
other than adjustable rate loans likely will be computed as described below
under "--Accrual of Original Issue Discount." The following discussion is based
in part on the OID Regulations and in part on the provisions of the Tax Reform
Act of 1986. The holder of a certificate should be aware, however, that the OID
Regulations do not adequately address certain issues relevant to prepayable
securities.

     Under the Code, the mortgage loans or MBS underlying the grantor trust
certificate will be treated as having been issued on the date they were
originated with an amount of OID equal to the excess of such mortgage asset's
stated redemption price at maturity over its issue price. The issue price of a
mortgage loan or MBS is generally the amount lent to the borrower, which may be
adjusted to take into account certain loan origination fees. The stated
redemption price at maturity of a mortgage loan or MBS is the sum of all
payments to be made on these assets other than payments that are treated as
qualified stated interest payments. The accrual of this OID, as described below
under "--Accrual of Original Issue Discount," will, to the extent set forth in
the related prospectus supplement, utilize the Prepayment Assumption on the
issue date of such grantor trust certificate, and will take into account events
that occur during the calculation period. The Prepayment Assumption will be
determined in the manner prescribed by regulations that have not yet been
issued. In the absence of such regulations, the Prepayment Assumption used will
be the prepayment assumption that is used in determining the offering price of
such certificate. No representation is made that any certificate will prepay at
the Prepayment Assumption or at any other rate.

     Accrual of Original Issue Discount. Generally, the owner of a grantor trust
certificate must include in gross income the sum of the "daily portions," as
defined below in this section, of the OID on the grantor trust certificate for
each day on which it owns the certificate, including the date of purchase but
excluding the date of disposition. In the case of an original owner, the daily
portions of OID with respect to each component generally will be determined as
set forth under the OID Regulations. A calculation will be made by the master
servicer or other entity specified in the related prospectus supplement of the
portion of OID that accrues during each successive monthly accrual period, or
shorter period from the date of original issue, that ends on the day in the
calendar year corresponding to each of the Distribution Dates on the grantor
trust certificates, or the day prior to each such date. This will be done, in
the case of each full month accrual period, by

     o   adding (1) the present value at the end of the accrual
         period--determined by using as a discount factor the original yield to
         maturity of the respective component under the Prepayment
         Assumption--of all remaining payments to be received under the
         Prepayment Assumption on the respective component and (2) any payments
         included in the stated redemption price at maturity received during
         such accrual period, and

     o   subtracting from that total the "adjusted issue price" of the
         respective component at the beginning of such accrual period.

The adjusted issue price of a grantor trust certificate at the beginning of the
first accrual period is its issue price; the adjusted issue price of a grantor
trust certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period reduced by the
amount of any payment other than a payment of qualified stated interest made at
the end of or during that accrual period. The OID accruing during such accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the period. With respect to an initial
accrual period shorter than a full monthly accrual period, the daily portions of
OID must be determined according to an appropriate allocation under any
reasonable method.

     Original issue discount generally must be reported as ordinary gross income
as it accrues under a constant interest method that takes into account the
compounding of interest as it accrues rather than when received.



                                      -83-



However, the amount of original issue discount includible in the income of a
holder of an obligation is reduced when the obligation is acquired after its
initial issuance at a price greater than the sum of the original issue price and
the previously accrued original issue discount, less prior payments of
principal. Accordingly, if the mortgage loans or MBS acquired by a
certificateholder are purchased at a price equal to the then unpaid principal
amount of the asset, no original issue discount attributable to the difference
between the issue price and the original principal amount of the asset--i.e.,
points--will be includible by the holder. Other original issue discount on the
mortgage loans or MBS--e.g., that arising from a "teaser" rate--would still need
to be accrued.

         3. Grantor Trust Certificates Representing Interests in Adjustable Rate
Loans

     The OID Regulations do not address the treatment of instruments, such as
the grantor trust certificates, which represent interests in adjustable rate
loans. Additionally, the IRS has not issued guidance under the Code's coupon
stripping rules with respect to such instruments. In the absence of any
authority, the master servicer will report Stripped ARM Obligations to holders
in a manner it believes is consistent with the rules described above under the
heading "--Grantor Trust Certificates Representing Interests in Loans Other Than
Adjustable Rate Loans" and with the OID Regulations. In general, application of
these rules may require inclusion of income on a Stripped ARM Obligation in
advance of the receipt of cash attributable to such income. Further, the
addition of Deferred Interest to the principal balance of an adjustable rate
loan may require the inclusion of the amount in the income of the grantor trust
certificateholder when the amount accrues. Furthermore, the addition of Deferred
Interest to the grantor trust certificate's principal balance will result in
additional income, including possibly OID income, to the grantor trust
certificateholder over the remaining life of such grantor trust certificates.

     Because the treatment of Stripped ARM Obligations is uncertain, investors
are urged to consult their tax advisors regarding how income will be includible
with respect to such certificates.


C. SALE OR EXCHANGE OF A GRANTOR TRUST CERTIFICATE

     Sale or exchange of a grantor trust certificate prior to its maturity will
result in gain or loss equal to the difference, if any, between the amount
received and the owner's adjusted basis in the grantor trust certificate. Such
adjusted basis generally will equal the seller's purchase price for the grantor
trust certificate, increased by the OID included in the seller's gross income
with respect to the grantor trust certificate, and reduced by principal payments
on the grantor trust certificate previously received by the seller. Such gain or
loss will be capital gain or loss to an owner for which a grantor trust
certificate is a "capital asset" within the meaning of Code Section 1221, except
to the extent described above with respect to market discount, and will
generally be long-term capital gain if the grantor trust certificate has been
owned for more than one year. Long-term capital gains of individuals are subject
to reduced maximum tax rates while capital gains recognized by individuals on
capital assets held twelve months or less are generally subject to ordinary
income tax rates. The use of capital losses is limited.

     It is possible that capital gain realized by holders of one or more classes
of grantor trust certificates could be considered gain realized upon the
disposition of property that was part of a "conversion transaction." A sale of a
grantor trust certificate will be part of a conversion transaction if
substantially all of the holder's expected return is attributable to the time
value of the holder's net investment, and:

     o   the holder entered the contract to sell the grantor trust certificate
         substantially contemporaneously with acquiring the grantor trust
         certificate;

     o   the grantor trust certificate is part of a straddle;

     o   the grantor trust certificate is marketed or sold as producing capital
         gain; or

     o   other transactions to be specified in Treasury regulations that have
         not yet been issued.

If the sale or other disposition of a grantor trust certificate is part of a
conversion transaction, all or any portion of the gain realized upon the sale or
other disposition would be treated as ordinary income instead of capital gain.

     Grantor trust certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from the sale
of a grantor trust certificate by a bank or a thrift institution to which such
section applies will be treated as ordinary income or loss.



                                      -84-



D.   NON-U.S. PERSONS

     Generally, to the extent that a grantor trust certificate evidences
ownership in underlying mortgage loans or MBS that were issued on or before July
18, 1984, interest or OID paid by the person required to withhold tax under Code
Section 1441 or 1442 to

     o   an owner that is not a U.S. Person or

     o   a grantor trust certificateholder holding on behalf of an owner that is
         not a U.S. Person

will be subject to federal income tax, collected by withholding, at a rate of
30% or such lower rate as may be provided for interest by an applicable tax
treaty, unless such income is effectively connected with a U.S. trade or
business of such owner or beneficial owner.

     Accrued OID recognized by the owner on the sale or exchange of such a
grantor trust certificate also will be subject to federal income tax at the same
rate. Generally, such payments would not be subject to withholding to the extent
that a grantor trust certificate evidences ownership in mortgage loans or MBS
issued after July 18, 1984, by natural persons if such grantor trust
certificateholder complies with certain identification requirements, including
delivery of a statement, signed by the grantor trust certificateholder under
penalties of perjury, certifying that the grantor trust certificateholder is not
a U.S. Person and providing the name and address of the grantor trust
certificateholder. To the extent payments to grantor trust certificateholders
that are not U.S. Persons are payments of "contingent interest" on the
underlying mortgage loans or MBS, or the grantor trust certificateholder is
ineligible for the exemption described in the preceding sentence, the 30%
withholding tax will apply unless such withholding taxes are reduced or
eliminated by an applicable tax treaty and such holder meets the eligibility and
certification requirements necessary to obtain the benefits of such treaty.
Additional restrictions apply to mortgage loans or MBS where the borrower is not
a natural person in order to qualify for the exemption from withholding. If
capital gain derived from the sale, retirement or other disposition of a grantor
trust certificate is effectively connected with a U.S. trade or business of a
grantor trust certificateholder that is not a U.S. Person, the certificateholder
will be taxed on the net gain under the graduated U.S. federal income tax rates
applicable to U.S. Persons and, with respect to grantor trust certificates held
by or on behalf of corporations, also may be subject to branch profits tax. In
addition, if the trust fund acquires a United States real property interest
through foreclosure, deed in lieu of foreclosure or otherwise on a mortgage loan
or MBS secured by such an interest, which for this purpose includes real
property located in the United States and the Virgin Islands, a grantor trust
certificateholder that is not a U.S. Person will potentially be subject to
federal income tax on any gain attributable to such real property interest that
is allocable to such holder. Non-U.S. Persons should consult their tax advisors
regarding the application to them of the foregoing rules.


E.   INFORMATION REPORTING AND BACKUP WITHHOLDING

     The master servicer will furnish or make available, within a reasonable
time after the end of each calendar year, to each person who was a
certificateholder at any time during such year, the information as may be deemed
necessary or desirable to assist certificateholders in preparing their federal
income tax returns, or to enable holders to make the information available to
beneficial owners or financial intermediaries that hold such certificates as
nominees on behalf of beneficial owners. On June 20, 2002, the Treasury
Department published proposed regulations, which will, when effective, establish
a reporting framework for interests in "widely held fixed investment trusts"
that will place the responsibility of reporting on the person in the ownership
chain who holds an interest for a beneficial owner. A widely-held fixed
investment trust is defined as an entity classified as a "trust" under Treasury
regulation Section 301.7701-4(c) in which any interest is held by a middleman,
which includes, but is not limited to (i) a custodian of a person's account,
(ii) a nominee and (iii) a broker holding an interest for a customer in street
name. These regulations were proposed to be effective beginning January 1, 2004,
but such date has passed and the regulations have not been finalized. It is
unclear when, or if, these regulations will become final.

     If a holder, beneficial owner, financial intermediary or other recipient of
a payment on behalf of a beneficial owner fails to supply a certified taxpayer
identification number or if the Secretary of the Treasury determines that such
person has not reported all interest and dividend income required to be shown on
its federal income tax return, backup withholding at a rate of 28% (increasing
to 31% after 2010) may be required with respect to any payments to registered
owners who are not "exempt recipients." In addition, upon the sale of a grantor
trust certificate to, or through, a broker, the broker must withhold at the
above rate on the entire purchase price, unless either




                                      -85-



     o   the broker determines that the seller is a corporation or other exempt
         recipient, or

     o   the seller provides, in the required manner, certain identifying
         information and, in the case of a non-U.S. Person, certifies that the
         seller is a Non-U.S. Person, and other conditions are met.

Such a sale must also be reported by the broker to the IRS, unless either

     o   the broker determines that the seller is an exempt recipient or

     o   the seller certifies its non-U.S. Person status and other conditions
         are met.

Certification of the registered owner's non-U.S. Person status normally would be
made on IRS Form W-8BEN under penalties of perjury, although in some cases it
may be possible to submit other documentary evidence. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a credit against
the recipient's federal income tax liability.

     Final regulations have been issued by the Treasury Department, which
provide for a new series of certification forms and modify reliance standards
for withholding, backup withholding and information reporting. Prospective
investors are urged to consult their own tax advisors regarding the regulations.


REMICS

     The trust fund relating to a series of certificates may elect to be treated
as one or more REMICs. Qualification as a REMIC requires ongoing compliance with
certain conditions. Although a REMIC is not generally subject to federal income
tax (see, however "--Taxation of Owners of REMIC Residual Certificates" and
"--Prohibited Transactions and Other Taxes" below), if a trust fund with respect
to which a REMIC election is made fails to comply with one or more of the
ongoing requirements of the Code for REMIC status during any taxable year,
including the implementation of restrictions on the purchase and transfer of the
residual interests in a REMIC as described below under "--Taxation of Owners of
REMIC Residual Certificates," the Code provides that a trust fund will not be
treated as a REMIC for the year and thereafter. In that event, the entity may be
taxable as a separate corporation, and the REMIC Certificates may not be
accorded the status or given the tax treatment described below in this section.
While the Code authorizes the Treasury Department to issue regulations providing
relief in the event of an inadvertent termination of the status of a trust fund
as a REMIC, such the regulations have been issued. Any relief, moreover, may be
accompanied by sanctions, such as the imposition of a corporate tax on all or a
portion of the REMIC's income for the period in which the requirements for such
status are not satisfied. With respect to each trust fund that elects REMIC
status, Sidley, Austin, Brown & Wood LLP or Cadwalader, Wickersham & Taft LLP or
Latham & Watkins LLP or such other counsel as may be specified in the related
prospectus supplement will deliver its opinion generally to the effect that,
under then existing law and assuming compliance with all provisions of the
related Agreement, the trust fund will qualify as one or more REMICs, and the
related certificates will be considered to be REMIC Regular Certificates or a
sole class of REMIC Residual Certificates. The related prospectus supplement for
each series of Certificates will indicate whether the trust fund will make one
or more REMIC elections and whether a class of certificates will be treated as a
regular or residual interest in a REMIC.

     A "qualified mortgage" for REMIC purposes includes any obligation,
including certificates of participation in such an obligation and any "regular
interest" in another REMIC, that is principally secured by an interest in real
property and that is transferred to the REMIC within a prescribed time period in
exchange for regular or residual interests in the REMIC.

     In general, with respect to each series of certificates for which a REMIC
election is made,

     o   certificates held by a thrift institution taxed as a "domestic building
         and loan association" will constitute assets described in Code Section
         7701(a)(19)(C);

     o   certificates held by a real estate investment trust will constitute
         "real estate assets" within the meaning of Code Section 856(c)(5)(B);
         and

     o   interest on certificates held by a real estate investment trust will be
         considered "interest on obligations secured by mortgages on real
         property" within the meaning of Code Section 856(c)(3)(B).




                                      -86-



If less than 95% of the REMIC's assets are assets qualifying under any of the
foregoing Code sections, the certificates will be qualifying assets only to the
extent that the REMIC's assets are qualifying assets.

     Tiered REMIC Structures. For certain series of certificates, two or more
separate elections may be made to treat designated portions of the related trust
fund as REMICs for federal income tax purposes. Upon the issuance of any such
series of certificates, Sidley, Austin, Brown & Wood LLP or Cadwalader,
Wickersham & Taft LLP or Latham & Watkins LLP or such other counsel as may be
specified in the related prospectus supplement, counsel to Morgan Stanley
Capital I Inc., will deliver its opinion generally to the effect that, assuming
compliance with all provisions of the related Agreement, the Master REMIC as
well as any Subsidiary REMIC will each qualify as a REMIC, and the REMIC
Certificates issued by the Master REMIC and the Subsidiary REMIC or REMICs,
respectively, will be considered REMIC Regular Certificates or REMIC Residual
Certificates in the related REMIC within the meaning of the REMIC Provisions.

     Other than the residual interest in a Subsidiary REMIC, only REMIC
Certificates issued by the Master REMIC will be offered hereunder. The
Subsidiary REMIC or REMICs and the Master REMIC will be treated as one REMIC
solely for purposes of determining whether the REMIC Certificates will be:

     o   "real estate assets" within the meaning of Code Section 856(c)(5)(B);

     o   "loans secured by an interest in real property" under Code Section
         7701(a)(19)(C); and

     o   whether the income on the certificates is interest described in Code
         Section 856(c)(3)(B).


A.   TAXATION OF OWNERS OF REMIC REGULAR CERTIFICATES

     General. Except as otherwise stated in this discussion, REMIC Regular
Certificates will be treated for federal income tax purposes as debt instruments
issued by the REMIC and not as ownership interests in the REMIC or its assets.
Moreover, holders of REMIC Regular Certificates that otherwise report income
under a cash method of accounting will be required to report income with respect
to REMIC Regular Certificates under an accrual method.

     Original Issue Discount and Premium. The REMIC Regular Certificates may be
issued with OID. Generally, the OID, if any, will equal the difference between
the "stated redemption price at maturity" of a REMIC Regular Certificate and its
"issue price." Holders of any class of certificates issued with OID will be
required to include the OID in gross income for federal income tax purposes as
it accrues, in accordance with a constant interest method based on the
compounding of interest as it accrues rather than in accordance with receipt of
the interest payments. The following discussion is based in part on the OID
Regulations and in part on the provisions of the Tax Reform Act of 1986. Holders
of REMIC Regular Certificates should be aware, however, that the OID Regulations
do not adequately address certain issues relevant to prepayable securities, such
as the REMIC Regular Certificates.

     Rules governing OID are set forth in Code Sections 1271 through 1273 and
1275. These rules require that the amount and rate of accrual of OID be
calculated based on the Prepayment Assumption and the anticipated reinvestment
rate, if any, relating to the REMIC Regular Certificates and prescribe a method
for adjusting the amount and rate of accrual of the discount where the actual
prepayment rate differs from the Prepayment Assumption. Under the Code, the
Prepayment Assumption must be determined in the manner prescribed by
regulations, which regulations have not yet been issued. The legislative history
provides, however, that Congress intended the regulations to require that the
Prepayment Assumption be the prepayment assumption that is used in determining
the initial offering price of such REMIC Regular Certificates. The prospectus
supplement for each series of REMIC Regular Certificates will specify the
Prepayment Assumption to be used for the purpose of determining the amount and
rate of accrual of OID. No representation is made that the REMIC Regular
Certificates will prepay at the Prepayment Assumption or at any other rate.

     In general, each REMIC Regular Certificate will be treated as a single
installment obligation issued with an amount of OID equal to the excess of its
"stated redemption price at maturity" over its "issue price." The issue price of
a REMIC Regular Certificate is the first price at which a substantial amount of
REMIC Regular Certificates of that class are first sold to the public (excluding
bond houses, brokers, underwriters or wholesalers). If less than a substantial
amount of a particular class of REMIC Regular Certificates is sold for cash on
or prior to the Closing Date, the issue price for that class will be treated as
the fair market value of that class on the Closing Date. The issue price of a
REMIC Regular Certificate also includes the amount paid by an initial
certificateholder for accrued




                                      -87-



interest that relates to a period prior to the issue date of the REMIC Regular
Certificate. The stated redemption price at maturity of a REMIC Regular
Certificate includes the original principal amount of the REMIC Regular
Certificate, but generally will not include distributions of interest if the
distributions constitute "qualified stated interest." Qualified stated interest
generally means interest payable at a single fixed rate or qualified variable
rate provided that the interest payments are unconditionally payable at
intervals of one year or less during the entire term of the REMIC Regular
Certificate. Interest is payable at a single fixed rate only if the rate
appropriately takes into account the length of the interval between payments.
Distributions of interest on REMIC Regular Certificates with respect to which
Deferred Interest will accrue will not constitute qualified stated interest
payments, and the stated redemption price at maturity of the REMIC Regular
Certificates includes all distributions of interest as well as principal
thereon.

     Where the interval between the issue date and the first Distribution Date
on a REMIC Regular Certificate is longer than the interval between subsequent
Distribution Dates, the greater of any original issue discount, disregarding the
rate in the first period, and any interest foregone during the first period is
treated as the amount by which the stated redemption price at maturity of the
certificate exceeds its issue price for purposes of the de minimis rule
described below in this section. The OID Regulations suggest that all interest
on a long first period REMIC Regular Certificate that is issued with non-de
minimis OID, as determined under the foregoing rule, will be treated as OID.
However, the trust fund will not take this position unless required by
applicable regulations. Where the interval between the issue date and the first
Distribution Date on a REMIC Regular Certificate is shorter than the interval
between subsequent Distribution Dates, interest due on the first Distribution
Date in excess of the amount that accrued during the first period would be added
to the certificate's stated redemption price at maturity. REMIC Regular
Certificates should consult their own tax advisors to determine the issue price
and stated redemption price at maturity of a REMIC Regular Certificate.

     Under the de minimis rule, OID on a REMIC Regular Certificate will be
considered to be zero if the OID is less than 0.25% of the stated redemption
price at maturity of the REMIC Regular Certificate multiplied by the weighted
average maturity of the REMIC Regular Certificate. For this purpose, the
weighted average maturity of the REMIC Regular Certificate is computed as the
sum of the amounts determined by multiplying the number of full years, i.e.,
rounding down partial years, from the issue date until each distribution in
reduction of stated redemption price at maturity is scheduled to be made by a
fraction, the numerator of which is the amount of each distribution included in
the stated redemption price at maturity of the REMIC Regular Certificate and the
denominator of which is the stated redemption price at maturity of the REMIC
Regular Certificate. Although currently unclear, it appears that the schedule of
the distributions should be determined in accordance with the Prepayment
Assumption. The Prepayment Assumption with respect to a series of REMIC Regular
Certificates will be set forth in the related prospectus supplement. Holders
generally must report de minimis OID pro rata as principal payments are
received, and the income will be capital gain if the REMIC Regular Certificate
is held as a capital asset. However, accrual method holders may elect to accrue
all de minimis OID as well as market discount under a constant interest method.

     The prospectus supplement with respect to a trust fund may provide for
Super-Premium Certificates. The income tax treatment of such REMIC Regular
Certificates is not entirely certain. For information reporting purposes, the
trust fund intends to take the position that the stated redemption price at
maturity of such REMIC Regular Certificates, including interest-only REMIC
Regular Certificates, is the sum of all payments to be made on such REMIC
Regular Certificates determined under the Prepayment Assumption, with the result
that such REMIC Regular Certificates would be issued with OID. The calculation
of income in this manner could result in negative original issue discount, which
delays future accruals of OID rather than being immediately deductible when
prepayments on the mortgage loans or MBS exceed those estimated under the
Prepayment Assumption. The IRS might contend, however, that certain contingent
payment rules contained in final regulations issued on June 11, 1996, with
respect to original issue discount, should apply to such certificates. Although
such rules are not applicable to instruments governed by Code Section
1272(a)(6), they represent the only guidance regarding the current views of the
IRS with respect to contingent payment instruments. These regulations, if
applicable, generally would require holders of Regular Interest Certificates to
take the payments considered contingent interest payments into income on a yield
to maturity basis in accordance with a schedule of projected payments provided
by Morgan Stanley Capital I Inc. and to make annual adjustments to income to
account for the difference between actual payments received and projected
payment amounts accrued. In the alternative, the IRS could assert that the
stated redemption price at maturity of such REMIC Regular Certificates (other
than interest-only REMIC Regular Certificates) should be limited to their
principal amount, subject to the discussion below under "--Accrued Interest
Certificates", so that such REMIC Regular Certificates would be considered for
federal income tax purposes to be




                                      -88-



issued at a premium. If such a position were to prevail, the rules described
below under "--Premium" would apply. It is unclear when a loss may be claimed
for any unrecovered basis for a Super-Premium Certificate. It is possible that a
holder of a Super-Premium Certificate may only claim a loss when its remaining
basis exceeds the maximum amount of future payments, assuming no further
prepayments or when the final payment is received with respect to such
Super-Premium Certificate.

     Under the REMIC Regulations, if the issue price of a REMIC Regular
Certificate, other than REMIC Regular Certificate based on a Notional Amount,
does not exceed 125% of its actual principal amount, the interest rate is not
considered disproportionately high. Accordingly, such REMIC Regular Certificate
generally should not be treated as a Super-Premium Certificate and the rules
described below under "--Premium" should apply. However, it is possible that
holders of REMIC Regular Certificates issued at a premium, even if the premium
is less than 25% of such certificate's actual principal balance, will be
required to amortize the premium under an original issue discount method or
contingent interest method even though no election under Code Section 171 is
made to amortize such premium.

     Generally, a REMIC Regular Certificateholder must include in gross income
the "daily portions" of the OID that accrues on a REMIC Regular Certificate for
each day a certificateholder holds the REMIC Regular Certificate, including the
purchase date but excluding the disposition date. In the case of an original
holder of a REMIC Regular Certificate, a calculation will be made of the portion
of the OID that accrues during each successive period--"an accrual period"--that
ends on the day in the calendar year corresponding to a Distribution Date, or if
Distribution Dates are on the first day or first business day of the immediately
preceding month, interest may be treated as payable on the last day of the
immediately preceding month, and begins on the day after the end of the
immediately preceding accrual period or on the issue date in the case of the
first accrual period. This will be done, in the case of each full accrual
period, by

     o   adding (1) the present value at the end of the accrual period --
         determined by using as a discount factor the original yield to maturity
         of the REMIC Regular Certificates as calculated under the Prepayment
         Assumption -- of all remaining payments to be received on the REMIC
         Regular Certificates under the Prepayment Assumption and (2) any
         payments included in the stated redemption price at maturity received
         during such accrual period, and

     o   subtracting from that total the adjusted issue price of the REMIC
         Regular Certificates at the beginning of such accrual period.

The adjusted issue price of a REMIC Regular Certificate at the beginning of the
first accrual period is its issue price; the adjusted issue price of a REMIC
Regular Certificate at the beginning of a subsequent accrual period is the
adjusted issue price at the beginning of the immediately preceding accrual
period plus the amount of OID allocable to that accrual period and reduced by
the amount of any payment other than a payment of qualified stated interest made
at the end of or during that accrual period. The OID accrued during an accrual
period will then be divided by the number of days in the period to determine the
daily portion of OID for each day in the accrual period. The calculation of OID
under the method described above will cause the accrual of OID to either
increase or decrease -- but never below zero -- in a given accrual period to
reflect the fact that prepayments are occurring faster or slower than under the
Prepayment Assumption. With respect to an initial accrual period shorter than a
full accrual period, the "daily portions" of OID may be determined according to
an appropriate allocation under any reasonable method.

         A subsequent purchaser of a REMIC Regular Certificate issued with OID
who purchases the REMIC Regular Certificate at a cost less than the remaining
stated redemption price at maturity will also be required to include in gross
income the sum of the daily portions of OID on that REMIC Regular Certificate.
In computing the daily portions of OID for such a purchaser, as well as an
initial purchaser that purchases at a price higher than the adjusted issue price
but less than the stated redemption price at maturity, however, the daily
portion is reduced by the amount that would be the daily portion for such day,
computed in accordance with the rules set forth above, multiplied by a fraction,
the numerator of which is the amount, if any, by which the price paid by such
holder for that REMIC Regular Certificate exceeds the following amount:

     (1) the sum of the issue price plus the aggregate amount of OID that would
         have been includible in the gross income of an original REMIC Regular
         Certificateholder, who purchased the REMIC Regular Certificate at its
         issue price, less




                                      -89-



     (2) any prior payments included in the stated redemption price at maturity,
         and the denominator of which is the sum of the daily portions for that
         REMIC Regular Certificate for all days beginning on the date after the
         purchase date and ending on the maturity date computed under the
         Prepayment Assumption.

A holder who pays an acquisition premium instead may elect to accrue OID by
treating the purchase as a purchase at original issue.

     The Treasury Department proposed regulations on August 24, 2004 that create
a special rule for accruing OID on REMIC Regular Certificates providing for a
delay between record and payment dates, such that the period over which OID
accrues coincides with the period over which the right of REMIC Regular
Certificateholders 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, REMIC Regular
Certificateholders 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.

     Variable Rate REMIC Regular Certificates. REMIC Regular Certificates may
provide for interest based on a qualifying variable rate. Interest based on a
variable rate will constitute qualified stated interest and not contingent
interest for OID purposes if, generally:

     o   the interest is unconditionally payable at least annually;

     o   the issue price of the debt instrument does not exceed the total
         noncontingent principal payments; and

     o   interest is based on a "qualified floating rate," an "objective rate,"
         a combination of a single fixed rate and one or more "qualified
         floating rates," one "qualified inverse floating rate," or a
         combination of "qualified floating rates" that do not operate in a
         manner that significantly accelerates or defers interest payments on
         the REMIC Regular Certificates.

     The amount of OID with respect to a REMIC Regular Certificate bearing a
variable rate of interest will accrue in the manner described above under
"--Original Issue Discount and Premium" by assuming generally that the Index
used for the variable rate will remain fixed throughout the term of the
certificate at the rate applicable on the date they are issued. Appropriate
adjustments are made for the actual variable rate.

     Although unclear at present, Morgan Stanley Capital I Inc. intends to treat
interest on a REMIC Regular Certificate that is a weighted average of the net
interest rates on mortgage loans as qualified stated interest. In such case, the
weighted average rate used to compute the initial pass-through rate on the REMIC
Regular Certificates will be deemed to be the Index in effect through the life
of the REMIC Regular Certificates. It is possible, however, that the IRS may
treat some or all of the interest on REMIC Regular Certificates with a weighted
average rate as taxable under the rules relating to obligations providing for
contingent payments. No guidance is currently available as to how OID would be
determined for debt instruments subject to Code Section 1272(a)(6) that provide
for contingent interest. The treatment of REMIC Regular Certificates as
contingent payment debt instruments may affect the timing of income accruals on
the REMIC Regular Certificates.

     Election to Treat All Interest as OID. The OID Regulations permit a
certificateholder to elect to accrue all interest, discount (including de
minimis market discount or original issue discount) and premium in income as
interest, based on a constant yield method. If such an election were to be made
with respect to a REMIC Regular Certificate with market discount, the
certificateholder would be deemed to have made an election to include in income
currently market discount with respect to all other debt instruments having
market discount that such certificateholder acquires during the year of the
election or thereafter. Similarly, a certificateholder that makes this election
for a certificate that is acquired at a premium will be deemed to have made an
election to amortize bond premium with respect to all debt instruments having
amortizable bond premium that such certificateholder owns or acquires. See
"--Premium" below. The election to accrue interest, discount and premium on a
constant yield method with respect to a certificate is irrevocable without the
consent of the IRS.




                                      -90-



     Market Discount. A purchaser of a REMIC Regular Certificate may also be
subject to the market discount provisions of Code Sections 1276 through 1278.
Under these provisions and the OID Regulations, "market discount" equals the
excess, if any, of (1) the REMIC Regular Certificate's stated principal amount
or, in the case of a REMIC Regular Certificate with OID, the adjusted issue
price, determined for this purpose as if the purchaser had purchased such REMIC
Regular Certificate from an original holder, over (2) the price for such REMIC
Regular Certificate paid by the purchaser. A certificateholder that purchases a
REMIC Regular Certificate at a market discount will recognize income upon
receipt of each distribution representing amounts included in such certificate's
stated redemption price at maturity. In particular, under Section 1276 of the
Code such a holder generally will be required to allocate each such distribution
first to accrued market discount not previously included in income, and to
recognize ordinary income to that extent. A certificateholder may elect to
include market discount in income currently as it accrues rather than including
it on a deferred basis in accordance with the foregoing. If made, the election
will apply to all market discount bonds acquired by the certificateholder on or
after the first day of the first taxable year to which the election applies.

     Market discount with respect to a REMIC Regular Certificate will be
considered to be zero if the amount allocable to the REMIC Regular Certificate
is less than 0.25% of the REMIC Regular Certificate's stated redemption price at
maturity multiplied by the REMIC Regular Certificate's weighted average maturity
remaining after the date of purchase. If market discount on a REMIC Regular
Certificate is considered to be zero under this rule, the actual amount of
market discount must be allocated to the remaining principal payments on the
REMIC Regular Certificate, and gain equal to the allocated amount will be
recognized when the corresponding principal payment is made. Treasury
regulations implementing the market discount rules have not yet been issued;
therefore, investors should consult their own tax advisors regarding the
application of these rules and the advisability of making any of the elections
allowed under Code Sections 1276 through 1278.

     The Code provides that any principal payment, whether a scheduled payment
or a prepayment, or any gain on disposition of a market discount bond acquired
by the taxpayer, shall be treated as ordinary income to the extent that it does
not exceed the accrued market discount at the time of the payment. The amount of
accrued market discount for purposes of determining the tax treatment of
subsequent principal payments or dispositions of the market discount bond is to
be reduced by the amount so treated as ordinary income.

     The Code also grants authority to the Treasury Department to issue
regulations providing for the computation of accrued market discount on debt
instruments, the principal of which is payable in more than one installment.
Until such time as regulations are issued by the Treasury, rules described in
the legislative history will apply. Under those rules, the holder of a market
discount bond may elect to accrue market discount either on the basis of a
constant interest method rate or according to one of the following methods. For
REMIC Regular Certificates issued with OID, the amount of market discount that
accrues during a period is equal to the product of

     (1) the total remaining market discount and

     (2) a fraction, the numerator of which is the OID accruing during the
         period and the denominator of which is the total remaining OID at the
         beginning of the period.

For REMIC Regular Certificates issued without OID, the amount of market discount
that accrues during a period is equal to the product of

     (1) the total remaining market discount and

     (2) a fraction, the numerator of which is the amount of stated interest
         paid during the accrual period and the denominator of which is the
         total amount of stated interest remaining to be paid at the beginning
         of the period.

For purposes of calculating market discount under any of the above methods in
the case of instruments such as the REMIC Regular Certificates that provide for
payments that may be accelerated by reason of prepayments of other obligations
securing such instruments, the same Prepayment Assumption applicable to
calculating the accrual of OID will apply.

     A holder who acquired a REMIC Regular Certificate at a market discount also
may be required to defer a portion of its interest deductions for the taxable
year attributable to any indebtedness incurred or continued to



                                      -91-



purchase or carry the certificate purchased with market discount. For these
purposes, the de minimis rule referred to above applies. Any such deferred
interest expense would not exceed the market discount that accrues during such
taxable year and is, in general, allowed as a deduction not later than the year
in which such market discount is includible in income. If such holder elects to
include market discount in income currently as it accrues on all market discount
instruments acquired by such holder in that taxable year or thereafter, the
interest deferral rule described above will not apply.

     Premium. A purchaser of a REMIC Regular Certificate that purchases the
REMIC Regular Certificate at a cost, not including accrued qualified stated
interest, greater than its remaining stated redemption price at maturity will be
considered to have purchased the REMIC Regular Certificate at a premium and may
elect to amortize the premium under a constant yield method. A certificateholder
that makes this election for a Certificate that is acquired at a premium will be
deemed to have made an election to amortize bond premium with respect to all
debt instruments having amortizable bond premium that such certificateholder
acquires during the year of the election or thereafter. It is not clear whether
the Prepayment Assumption would be taken into account in determining the life of
the REMIC Regular Certificate for this purpose. However, the legislative history
states that the same rules that apply to accrual of market discount, which rules
require use of a Prepayment Assumption in accruing market discount with respect
to REMIC Regular Certificates without regard to whether such certificates have
OID, will also apply in amortizing bond premium under Code Section 171. The Code
provides that amortizable bond premium will be allocated among the interest
payments on such REMIC Regular Certificates and will be applied as an offset
against the interest payment. The Amortizable Bond Premium Regulations do not
apply to prepayable securities described in Section 1272(a)(6) of the Code, such
as the REMIC Regular Certificates. Certificateholders should consult their tax
advisors regarding the possibility of making an election to amortize any such
bond premium.

     Deferred Interest. Certain classes of REMIC Regular Certificates may
provide for the accrual of Deferred Interest with respect to one or more
adjustable rate loans. Any Deferred Interest that accrues with respect to a
class of REMIC Regular Certificates will constitute income to the holders of
such certificates prior to the time distributions of cash with respect to such
Deferred Interest are made. It is unclear, under the OID Regulations, whether
any of the interest on such certificates will constitute qualified stated
interest or whether all or a portion of the interest payable on such
certificates must be included in the stated redemption price at maturity of the
certificates and accounted for as OID, which could accelerate such inclusion.
Interest on REMIC Regular Certificates must in any event be accounted for under
an accrual method by the holders of such certificates and, therefore, applying
the latter analysis may result only in a slight difference in the timing of the
inclusion in income of interest on such REMIC Regular Certificates.

     Sale, Exchange or Redemption. If a REMIC Regular Certificate is sold,
exchanged, redeemed or retired, the seller will recognize gain or loss equal to
the difference between the amount realized on the sale, exchange, redemption, or
retirement and the seller's adjusted basis in the REMIC Regular Certificate.
Such adjusted basis generally will equal the cost of the REMIC Regular
Certificate to the seller, increased by any OID and market discount included in
the seller's gross income with respect to the REMIC Regular Certificate, and
reduced, but not below zero, by payments included in the stated redemption price
at maturity previously received by the seller and by any amortized premium.
Similarly, a holder who receives a payment that is part of the stated redemption
price at maturity of a REMIC Regular Certificate will recognize gain equal to
the excess, if any, of the amount of the payment over an allocable portion of
the holder's adjusted basis in the REMIC Regular Certificate. A REMIC Regular
Certificateholder who receives a final payment that is less than the holder's
adjusted basis in the REMIC Regular Certificate will generally recognize a loss.
Except as provided in the following paragraph and as provided under "--Market
Discount" above, any such gain or loss will be capital gain or loss, provided
that the REMIC Regular Certificate is held as a "capital asset" (generally,
property held for investment) within the meaning of Code Section 1221.

     Such capital gain or loss will generally be long-term capital gain or loss
if the REMIC Regular Certificate was held for more than one year. Long-term
capital gains of individuals are subject to reduced maximum tax rates while
capital gains recognized by individual on capital assets held less than twelve
months are generally subject to ordinary income tax rates. The use of capital
losses is limited.

     Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income to the extent
that the gain does not exceed the excess, if any, of




                                      -92-



     o   the amount that would have been includible in the holder's income with
         respect to the REMIC Regular Certificate had income accrued thereon at
         a rate equal to 110% of the AFR as defined in Code Section 1274(d)
         determined as of the date of purchase of such REMIC Regular
         Certificate, over

     o   the amount actually includible in such holder's income.

     Gain from the sale or other disposition of a REMIC Regular Certificate that
might otherwise be capital gain will be treated as ordinary income if the REMIC
Regular Certificate is held as part of a "conversion transaction" as defined in
Code Section 1258(c), up to the amount of interest that would have accrued on
the REMIC Regular Certificateholder's net investment in the conversion
transaction at 120% of the appropriate applicable federal rate under Code
Section 1274(d) in effect at the time the taxpayer entered into the transaction
minus any amount previously treated as ordinary income with respect to any prior
disposition of property that was held as part of such transaction, or if the
REMIC Regular Certificate is held as part of a straddle. A sale of a REMIC
Regular Certificate will be part of a "conversion transaction" if substantially
all of the holder's expected return is attributable to the time value of the
holder's net investment; the holder entered the contract to sell the REMIC
Regular Certificate substantially contemporaneously with acquiring the REMIC
Regular Certificate; the REMIC Regular Certificate is part of a straddle; the
REMIC Regular Certificate is marketed or sold as producing capital gains; or
other transactions to be specified in Treasury regulations that have not yet
been issued. Potential investors should consult their tax advisors with respect
to tax consequences of ownership and disposition of an investment in REMIC
Regular Certificates in their particular circumstances.

     The certificates will be "evidences of indebtedness" within the meaning of
Code Section 582(c)(1), so that gain or loss recognized from the sale of a REMIC
Regular Certificate by a bank or a thrift institution to which this section
applies will be ordinary income or loss.

     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 necessary
to compute the accrual of any market discount that may arise upon secondary
trading of REMIC Regular Certificates. Because exact computation of the accrual
of market discount on a constant yield method would require information relating
to the holder's purchase price which the REMIC may not have, it appears that the
information reports will only provide information pertaining to the appropriate
proportionate method of accruing market discount.

     Accrued Interest Certificates. Payment Lag Certificates may provide for
payments of interest based on a period that corresponds to the interval between
Distribution Dates but that ends prior to each Distribution Date. The period
between the Closing Date for Payment Lag Certificates and their first
Distribution Date may or may not exceed the interval. Purchasers of Payment Lag
Certificates for which the period between the Closing Date and the first
Distribution Date does not exceed the interval could pay upon purchase of the
REMIC Regular Certificates accrued interest in excess of the accrued interest
that would be paid if the interest paid on the Distribution Date were interest
accrued from Distribution Date to Distribution Date. If a portion of the initial
purchase price of a REMIC Regular Certificate is allocable to pre-issuance
accrued interest and the REMIC Regular Certificate provides for a payment of
stated interest on the first payment date and the first payment date is within
one year of the issue date that equals or exceeds the amount of the pre-issuance
accrued interest, then the REMIC Regular Certificate's issue price may be
computed by subtracting from the issue price the amount of pre-issuance accrued
interest, rather than as an amount payable on the REMIC Regular Certificate.
However, it is unclear under this method how the OID Regulations treat interest
on Payment Lag Certificates. Therefore, in the case of a Payment Lag
Certificate, the trust fund intends to include accrued interest in the issue
price and report interest payments made on the first Distribution Date as
interest to the extent such payments represent interest for the number of days
that the certificateholder has held the Payment Lag Certificate during the first
accrual period.

     Investors should consult their own tax advisors concerning the treatment
for federal income tax purposes of Payment Lag Certificates.

     Non-Interest Expenses of the REMIC. Under temporary Treasury regulations,
if the REMIC is considered to be a "single-class REMIC," a portion of the
REMIC's servicing, administrative and other non-interest expenses will be
allocated as a separate item to those REMIC Regular Certificates that are
"pass-through interest holders."



                                      -93-



Certificateholders that are pass-through interest holders should consult their
own tax advisors about the impact of these rules on an investment in the REMIC
Regular Certificates. See "Pass-Through of Non-Interest Expenses of the REMIC"
under "Taxation of Owners of REMIC Residual Certificates" below.

     Effects of Defaults, Delinquencies and Losses. Certain series of
certificates may contain one or more classes of Subordinate Certificates, and in
the event there are defaults or delinquencies on the mortgage loans or MBS,
amounts that would otherwise be distributed on the Subordinate Certificates may
instead be distributed on the Senior Certificates. Subordinate
certificateholders nevertheless will be required to report income with respect
to such certificates under an accrual method without giving effect to delays and
reductions in distributions on the Subordinate Certificates attributable to
defaults and delinquencies on the mortgage loans or MBS, except to the extent
that it can be established that the amounts are uncollectible. As a result, the
amount of income reported by a Subordinate certificateholder in any period could
significantly exceed the amount of cash distributed to the holder in that
period. The holder will eventually be allowed a loss (or will be allowed to
report a lesser amount of income) to the extent that the aggregate amount of
distributions on the Subordinate Certificate is reduced as a result of defaults
and delinquencies on the mortgage loans or MBS.

     Although not entirely clear, it appears that holders of REMIC Regular
Certificates that are corporations should in general be allowed to deduct as an
ordinary loss any loss sustained during the taxable year on account of any such
certificates becoming wholly or partially worthless, and that, in general,
holders of certificates that are not corporations should be allowed to deduct as
a short-term capital loss any loss sustained during the taxable year on account
of any such certificates becoming wholly worthless. Potential investors and
holders of the certificates are urged to consult their own tax advisors
regarding the appropriate timing, amount and character of any loss sustained
with respect to such certificates, including any loss resulting from the failure
to recover previously accrued interest or discount income. Special loss rules
are applicable to banks and thrift institutions, including rules regarding
reserves for bad debts. These taxpayers are advised to consult their tax
advisors regarding the treatment of losses on certificates.

     Non-U.S. Persons. Generally, payments of interest on the REMIC Regular
Certificates, including any payment with respect to accrued OID, to a REMIC
Regular Certificateholder who is not a U.S. Person and is not engaged in a trade
or business within the United States will not be subject to federal withholding
tax if:

     o   the REMIC Regular Certificateholder does not actually or constructively
         own 10 percent or more of the combined voting power of all classes of
         equity in the issuer;

     o   the REMIC Regular Certificateholder is not a controlled foreign
         corporation, within the meaning of Code Section 957, related to the
         issuer; and

     o   the REMIC Regular Certificateholder complies with identification
         requirements, including delivery of a statement, signed by the REMIC
         Regular Certificateholder under penalties of perjury, certifying that
         the REMIC Regular Certificateholder is a foreign person and providing
         the name and address of the REMIC Regular Certificateholder.

If a REMIC Regular Certificateholder is not exempt from withholding,
distributions of interest to the holder, including distributions in respect of
accrued OID, may be subject to a 30% withholding tax, subject to reduction under
any applicable tax treaty. If the interest on a REMIC Regular Certificate is
effectively connected with the conduct by the Non-U.S. REMIC Regular
Certificateholder of a trade or business within the United States, then the
Non-U.S. REMIC Regular Certificateholder will not be subject to the 30%
withholding tax on gross income therefrom but will be subject to U.S. income tax
at regular graduated rates. Such a Non-U.S. REMIC Regular Certificateholder, if
such holder is a corporation, also may be subject to the branch profits tax.

     Further, a REMIC Regular Certificate will not be included in the estate of
a non-resident alien individual. This exclusion may not apply if the
non-resident alien individual actually or constructively owns 10% or more of the
residual interest in the related REMIC and will not be subject to United States
estate taxes. Certificateholders who are non-resident alien individuals should
consult their tax advisors concerning this question.

     REMIC Regular Certificateholders who are not U.S. Persons and persons
related to such holders should not acquire any REMIC Residual Certificates and
REMIC Residual Certificateholders who are not U.S. Persons and persons related
to such holders should not acquire any REMIC Regular Certificates without
consulting their tax




                                      -94-



advisors as to the possible adverse tax consequences of doing so. In addition,
the IRS may assert that non-U.S. Persons that own directly or indirectly, a
greater than 10% interest in any Borrower, and foreign corporations that are
"controlled foreign corporations" as to the United States of which such a
Borrower is a "United States shareholder" within the meaning of Section 951(b)
of the Code, are subject to United States withholding tax on interest
distributed to them to the extent of interest concurrently paid by the related
Borrower.

     Information Reporting and Backup Withholding. The master servicer will
furnish or make available, within a reasonable time after the end of each
calendar year, to each person who was a REMIC Regular Certificateholder at any
time during that year, the information as may be deemed necessary or desirable
to assist REMIC Regular Certificateholders in preparing their federal income tax
returns, or to enable holders to make the information available to beneficial
owners or financial intermediaries that hold the REMIC Regular Certificates on
behalf of beneficial owners. If a holder, beneficial owner, financial
intermediary or other recipient of a payment on behalf of a beneficial owner
fails to supply a certified taxpayer identification number or if the Secretary
of the Treasury determines that such person has not reported all interest and
dividend income required to be shown on its federal income tax return, backup
withholding at a rate of 28% (increasing to 31% after 2010) may be required with
respect to any payments with respect to any payments to registered owners who
are not "exempt recipients." In addition, upon the sale of a REMIC Regular
Certificate to, or through, a broker, the broker must withhold at the above rate
on the entire purchase price, unless either:

     o   the broker determines that the seller is a corporation or other exempt
         recipient, or

     o   the seller provides, in the required manner, identifying information
         and, in the case of a non-U.S. Person, certifies that such seller is a
         Non-U.S. Person, and other conditions are met.

     A sale of a REMIC Regular Certificate to, or through, a broker must also be
reported by the broker to the IRS, unless either:

     o   the broker determines that the seller is an exempt recipient, or

     o   the seller certifies its non-U.S. Person status and other conditions
         are met.

Certification of the registered owner's non-U.S. Person status normally would be
made on IRS Form W-8BEN under penalties of perjury, although in certain cases it
may be possible to submit other documentary evidence. Any amounts deducted and
withheld from a distribution to a recipient would be allowed as a credit against
such recipient's federal income tax liability.

     Final regulations have been issued by the Treasury Department which provide
for a new series of certification forms and modify reliance standards for
withholding, backup withholding and information reporting. Prospective investors
are urged to consult their own tax advisors regarding these regulations.


B.   TAXATION OF OWNERS OF REMIC RESIDUAL CERTIFICATES

     Allocation of the Income of the REMIC to the REMIC Residual Certificates.
The REMIC will not be subject to federal income tax except with respect to
income from prohibited transactions and certain other transactions. See
"--Prohibited Transactions and Other Taxes" below. Instead, each original holder
of a REMIC Residual Certificate will report on its federal income tax return, as
ordinary income, its share of the taxable income of the REMIC for each day
during the taxable year on which the holder owns any REMIC Residual
Certificates. The taxable income of the REMIC for each day will be determined by
allocating the taxable income of the REMIC for each calendar quarter ratably to
each day in the quarter. Such a holder's share of the taxable income of the
REMIC for each day will be based on the portion of the outstanding REMIC
Residual Certificates that the holder owns on that day. The taxable income of
the REMIC will be determined under an accrual method and will be taxable to the
holders of REMIC Residual Certificates without regard to the timing or amounts
of cash distributions by the REMIC. Ordinary income derived from REMIC Residual
Certificates will be "portfolio income" for purposes of the taxation of
taxpayers subject to the limitations on the deductibility of "passive losses."
As residual interests, the REMIC Residual Certificates will be subject to tax
rules, described below, that differ from those that would apply if the REMIC
Residual Certificates were treated for federal income tax purposes as direct
ownership interests in the certificates or as debt instruments issued by the
REMIC.




                                      -95-



     A REMIC Residual Certificateholder may be required to include taxable
income from the REMIC Residual Certificate in excess of the cash distributed.
For example, a structure where principal distributions are made serially on
regular interests, that is, a fast-pay, slow-pay structure, may generate such a
mismatching of income and cash distributions --that is, "phantom income". This
mismatching may be caused by the use of certain required tax accounting methods
by the REMIC, variations in the prepayment rate of the underlying mortgage loans
or MBS and certain other factors. Depending upon the structure of a particular
transaction, the aforementioned factors may significantly reduce the after-tax
yield of a REMIC Residual Certificate to a REMIC Residual Certificateholder or
cause the REMIC Residual Certificate to have negative "value." Investors should
consult their own tax advisors concerning the federal income tax treatment of a
REMIC Residual Certificate and the impact of the tax treatment on the after-tax
yield of a REMIC Residual Certificate.

     A subsequent REMIC Residual Certificateholder also will report on its
federal income tax return amounts representing a daily share of the taxable
income of the REMIC for each day that the REMIC Residual Certificateholder owns
the REMIC Residual Certificate. Those daily amounts generally would equal the
amounts that would have been reported for the same days by an original REMIC
Residual Certificateholder, as described above. The legislative history
indicates that certain adjustments may be appropriate to reduce or increase the
income of a subsequent holder of a REMIC Residual Certificate that purchased the
REMIC Residual Certificate at a price greater than or less than the adjusted
basis the REMIC Residual Certificate would have in the hands of an original
REMIC Residual Certificateholder. See "--Sale or Exchange of REMIC Residual
Certificates" below. It is not clear, however, whether the adjustments will in
fact be permitted or required and, if so, how they would be made. The REMIC
Regulations do not provide for any such adjustments.

     Taxable Income of the REMIC Attributable to Residual Interests. The taxable
income of the REMIC will reflect a netting of

     o   the income from the mortgage loans or MBS and the REMIC's other assets
         and

     o   the deductions allowed to the REMIC for interest and OID on the REMIC
         Regular Certificates and, except as described above under "--Taxation
         of Owners of REMIC Regular Certificates--Non-Interest Expenses of the
         REMIC," other expenses.

REMIC taxable income is generally determined in the same manner as the taxable
income of an individual using the accrual method of accounting, except that:

     o   the limitations on deductibility of investment interest expense and
         expenses for the production of income do not apply;

     o   all bad loans will be deductible as business bad debts; and

     o   the limitation on the deductibility of interest and expenses related to
         tax-exempt income will apply.

The REMIC's gross income includes interest, original issue discount income, and
market discount income, if any, on the mortgage loans, reduced by amortization
of any premium on the mortgage loans, plus income on reinvestment of cash flows
and reserve assets, plus any cancellation of indebtedness income upon allocation
of realized losses to the REMIC Regular Certificates. Note that the timing of
cancellation of indebtedness income recognized by REMIC Residual
Certificateholders resulting from defaults and delinquencies on mortgage loans
or MBS may differ from the time of the actual loss on the assets. The REMIC's
deductions include interest and original issue discount expense on the REMIC
Regular Certificates, servicing fees on the mortgage loans, other administrative
expenses of the REMIC and realized losses on the mortgage loans. The requirement
that REMIC Residual Certificateholders report their pro rata share of taxable
income or net loss of the REMIC will continue until there are no certificates of
any class of the related series outstanding.

     For purposes of determining its taxable income, the REMIC will have an
initial aggregate tax basis in its assets equal to the sum of the issue prices
of the REMIC Regular Certificates and the REMIC Residual Certificates, or, if a
class of certificates is not sold initially, its fair market value. The
aggregate basis will be allocated among the mortgage loans or MBS and other
assets of the REMIC in proportion to their respective fair market value. A
mortgage loan or MBS will be deemed to have been acquired with discount or
premium to the extent that the



                                      -96-



REMIC's basis in the mortgage loan or MBS is less than or greater than its
principal balance, respectively. Any such discount, whether market discount or
OID, will be includible in the income of the REMIC as it accrues, in advance of
receipt of the cash attributable to the income, under a method similar to the
method described above for accruing OID on the REMIC Regular Certificates. The
REMIC may elect under Code Section 171 to amortize any premium on the mortgage
loans or MBS. Premium on any mortgage loan or MBS to which the election applies
would be amortized under a constant yield method. It is not clear whether the
yield of a mortgage loan or MBS would be calculated for this purpose based on
scheduled payments or taking account of the Prepayment Assumption. Additionally,
such an election would not apply to the yield with respect to any underlying
mortgage loan originated on or before September 27, 1985. Instead, premium with
respect to such a mortgage loan would be allocated among the principal payments
thereon and would be deductible by the REMIC as those payments become due.

     The REMIC will be allowed a deduction for interest and OID on the REMIC
Regular Certificates. The amount and method of accrual of OID will be calculated
for this purpose in the same manner as described above with respect to REMIC
Regular Certificates except that the 0.25% per annum de minimis rule and
adjustments for subsequent holders described therein will not apply.

     A REMIC Residual Certificateholder will not be permitted to amortize the
cost of the REMIC Residual Certificate as an offset to its share of the REMIC's
taxable income. However, REMIC taxable income will not include cash received by
the REMIC that represents a recovery of the REMIC's basis in its assets, and, as
described above, the issue price of the REMIC Residual Certificates will be
added to the issue price of the REMIC Regular Certificates in determining the
REMIC's initial basis in its assets. See "--Sale or Exchange of REMIC Residual
Certificates" below. For a discussion of possible adjustments to income of a
subsequent holder of a REMIC Residual Certificate to reflect any difference
between the actual cost of the REMIC Residual Certificate to the holder and the
adjusted basis the REMIC Residual Certificate would have in the hands of an
original REMIC Residual Certificateholder, see "--Allocation of the Income of
the REMIC to the REMIC Residual Certificates" above.

     Net Losses of the REMIC. The REMIC will have a net loss for any calendar
quarter in which its deductions exceed its gross income. The net loss would be
allocated among the REMIC Residual Certificateholders in the same manner as the
REMIC's taxable income. The net loss allocable to any REMIC Residual Certificate
will not be deductible by the holder to the extent that the net loss exceeds the
holder's adjusted basis in the REMIC Residual Certificate. Any net loss that is
not currently deductible by reason of this limitation may only be used by the
REMIC Residual Certificateholder to offset its share of the REMIC's taxable
income in future periods (but not otherwise). The ability of REMIC Residual
Certificateholders that are individuals or closely held corporations to deduct
net losses may be subject to additional limitations under the Code.

     Regulations have been issued addressing the federal income tax treatment of
"inducement fees" received by transferees of non-economic residual interests.
These regulations require inducement fees to be included in income over a period
reasonably related to the period in which the related residual interest is
expected to generate taxable income or net loss to its holder. Under two safe
harbor methods, inducement fees are included in income (i) in the same amounts
and over the same period that the taxpayer uses for financial reporting
purposes, provided that such period is not shorter than the period the REMIC is
expected to generate taxable income or (ii) ratably over the remaining
anticipated weighted average life of all the regular and residual interests
issued by the REMIC, determined based on actual distributions projected as
remaining to be made on such interests under the applicable prepayment
assumption. If the holder of a non-economic residual interest sells or otherwise
disposes of the non-economic residual interest, any unrecognized portion of the
inducement fee must 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.

     Mark-to-Market Rules. Prospective purchasers of a REMIC Residual
Certificate should be aware that the IRS has issued Mark-to-Market Regulations
which provide that a REMIC Residual Certificate cannot be marked to market.

     Pass-Through of Non-Interest Expenses of the REMIC. As a general rule, all
of the fees and expenses of a REMIC will be taken into account by holders of the
REMIC Residual Certificates. In the case of a single class REMIC, however, the
expenses and a matching amount of additional income will be allocated, under
temporary Treasury regulations, among the REMIC Regular Certificateholders and
the REMIC Residual Certificateholders on



                                      -97-



a daily basis in proportion to the relative amounts of income accruing to each
certificateholder on that day. In general terms, a single class REMIC is one
that either:

     o   would qualify, under existing Treasury regulations, as a grantor trust
         if it were not a REMIC, treating all interests as ownership interests,
         even if they would be classified as debt for federal income tax
         purposes, or

     o   is similar to such a trust and is structured with the principal purpose
         of avoiding the single class REMIC rules.

Unless otherwise stated in the applicable prospectus supplement, the expenses of
the REMIC will be allocated to holders of the related REMIC Residual
Certificates in their entirety and not to holders of the related REMIC Regular
Certificates.

     In the case of individuals or trusts, estates or other persons that compute
their income in the same manner as individuals, who own an interest in a REMIC
Regular Certificate or a REMIC Residual Certificate directly or through a
pass-through interest holder that is required to pass miscellaneous itemized
deductions through to its owners or beneficiaries, e.g., a partnership, an S
corporation or a grantor trust, such expenses will be deductible under Code
Section 67 only to the extent that such expenses, plus other "miscellaneous
itemized deductions" of the individual, exceed 2% of such individual's adjusted
gross income. In addition, Code Section 68 provides that the applicable amount
will be reduced by the lesser of

     o   3% of the excess of the individual's adjusted gross income over the
         applicable amount or

     o   80% of the amount of itemized deductions otherwise allowable for the
         taxable year.

     However, the Section 68 reduction will be phased out beginning in 2006 and
eliminated after 2009.

The amount of additional taxable income recognized by REMIC Residual
Certificateholders who are subject to the limitations of either Code Section 67
or Code Section 68 may be substantial. Further, holders subject to the
alternative minimum tax other than corporations may not deduct miscellaneous
itemized deductions in determining such holders' alternative minimum taxable
income. The REMIC is required to report to each pass-through interest holder and
to the IRS such holder's allocable share, if any, of the REMIC's non-interest
expenses. The term "pass-through interest holder" generally refers to
individuals, entities taxed as individuals and certain pass-through entities,
but does not include real estate investment trusts. Accordingly, investment in
REMIC Residual Certificates will in general not be suitable for individuals or
for certain pass-through entities, such as partnerships and S corporations, that
have individuals as partners or shareholders.

     Excess Inclusions. A portion of the income on a REMIC Residual Certificate,
referred to in the Code as an "excess inclusion", for any calendar quarter will
be subject to federal income tax in all events. Thus, for example, an excess
inclusion:

     o   may not, except as described below, be offset by any unrelated losses,
         deductions or loss carryovers of a REMIC Residual Certificateholder;

     o   will be treated as "unrelated business taxable income" within the
         meaning of Code Section 512 if the REMIC Residual Certificateholder is
         a pension fund or any other organization that is subject to tax only on
         its unrelated business taxable income, as discussed under "--Tax-Exempt
         Investors" below; and

     o   is not eligible for any reduction in the rate of withholding tax in the
         case of a REMIC Residual Certificateholder that is a foreign investor,
         as discussed under "--Residual Certificate Payments--Non-U.S. Persons"
         below.

     Except as discussed in the following paragraph, with respect to any REMIC
Residual Certificateholder, the excess inclusions for any calendar quarter is
the excess, if any, of (1) the income of such REMIC Residual Certificateholder
for that calendar quarter from its REMIC Residual Certificate over (2) the sum
of the "daily accruals" for all days during the calendar quarter on which the
REMIC Residual Certificateholder holds a REMIC Residual Certificate. For this
purpose, the daily accruals with respect to a REMIC Residual Certificate are




                                      -98-



determined by allocating to each day in the calendar quarter its ratable portion
of the product of the "adjusted issue price" of the REMIC Residual Certificate
at the beginning of the calendar quarter and 120 percent of the "Federal
long-term rate" in effect at the time the REMIC Residual Certificate is issued.
For this purpose, the "adjusted issue price" of a REMIC Residual Certificate at
the beginning of any calendar quarter equals the issue price of the REMIC
Residual Certificate, increased by the amount of daily accruals for all prior
quarters, and decreased--but not below zero--by the aggregate amount of payments
made on the REMIC Residual Certificate before the beginning of the quarter. The
"federal long-term 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.

     In the case of any REMIC Residual Certificates held by a real estate
investment trust, the aggregate excess inclusions with respect to the REMIC
Residual Certificates, reduced (but not below zero) by the real estate
investment trust taxable income (within the meaning of Code Section 857(b)(2),
excluding any net capital gain), will be allocated among the shareholders of
such trust in proportion to the dividends received by the shareholders from such
trust, and any amount so allocated will be treated as an excess inclusion with
respect to a REMIC Residual Certificate as if held directly by the shareholder.
Regulated investment companies, common trust funds and certain cooperatives are
subject to similar rules.

     The Code provides three rules for determining the effect on excess
inclusions on the alternative minimum taxable income of a residual holder.
First, alternative minimum taxable income for the residual holder is determined
without regard to the special rule that taxable income cannot be less than
excess inclusions. Second, the amount of any alternative minimum tax net
operating loss deductions must be computed without regard to any excess
inclusions. Third, a residual holder's alternative minimum taxable income for a
tax year cannot be less than excess inclusions for the year. The effect of this
last statutory amendment is to prevent the use of nonrefundable tax credits to
reduce a taxpayer's income tax below its tentative minimum tax computed only on
excess inclusions.

     Payments. Any distribution made on a REMIC Residual Certificate to a REMIC
Residual Certificateholder will be treated as a non-taxable return of capital to
the extent it does not exceed the REMIC Residual Certificateholder's adjusted
basis in the REMIC Residual Certificate. To the extent a distribution exceeds
the adjusted basis, it will be treated as gain from the sale of the REMIC
Residual Certificate.

     Sale or Exchange of REMIC Residual Certificates. If a REMIC Residual
Certificate is sold or exchanged, the seller will generally recognize gain or
loss equal to the difference between the amount realized on the sale or exchange
and its adjusted basis in the REMIC Residual Certificate except that the
recognition of loss may be limited under the "wash sale" rules described in the
next paragraph. A holder's adjusted basis in a REMIC Residual Certificate
generally equals the cost of the REMIC Residual Certificate to the REMIC
Residual Certificateholder, increased by the taxable income of the REMIC that
was included in the income of the REMIC Residual Certificateholder with respect
to the REMIC Residual Certificate, and decreased -- but not below zero -- by the
net losses that have been allowed as deductions to the REMIC Residual
Certificateholder with respect to the REMIC Residual Certificate and by the
distributions received thereon by the REMIC Residual Certificateholder. In
general, any the gain or loss will be capital gain or loss provided the REMIC
Residual Certificate is held as a capital asset. The capital gain or loss will
generally be long-term capital gain or loss if the REMIC Residual Certificate
was held for more than one year. Long-term capital gains of individuals are
subject to reduced maximum tax rates while capital gains recognized by
individuals on capital assets held twelve months or less are generally subject
to ordinary income tax rates. The use of capital losses is limited. However,
REMIC Residual Certificates will be "evidences of indebtedness" within the
meaning of Code Section 582(c)(1), so that gain or loss recognized from sale of
a REMIC Residual Certificate by a bank or thrift institution to which such
section applies would be ordinary income or loss. In addition, a transfer of a
REMIC Residual Certificate that is a "noneconomic residual interest" may be
subject to different rules. See "--Tax Related Restrictions on Transfers of
REMIC Residual Certificates--Noneconomic REMIC Residual Certificates" below.

     Except as provided in Treasury regulations yet to be issued, if the seller
of a REMIC Residual Certificate reacquires such REMIC Residual Certificate, or
acquires any other REMIC Residual Certificate, any residual interest in another
REMIC or similar interest in a "taxable mortgage pool", as defined in Code
Section 7701(i), during the period beginning six months before, and ending six
months after, the date of such sale, such sale will be subject to the "wash
sale" rules of Code Section 1091. In that event, any loss realized by the REMIC
Residual Certificateholder on the sale will not be deductible, but, instead,
will increase such REMIC Residual Certificateholder's adjusted basis in the
newly acquired asset.




                                      -99-



PROHIBITED TRANSACTIONS AND OTHER TAXES

     The Code imposes a tax on REMICs equal to 100% of the net income derived
from "prohibited transactions". In general, subject to certain specified
exceptions, a prohibited transaction means:

     o   the disposition of a mortgage loan or MBS,

     o   the receipt of income from a source other than a mortgage loan or MBS
         or certain other permitted investments,

     o   the receipt of compensation for services, or

     o   gain from the disposition of an asset purchased with the payments on
         the mortgage loans or MBS for temporary investment pending distribution
         on the certificates.

It is not anticipated that the trust fund for any series of certificates will
engage in any prohibited transactions in which it would recognize a material
amount of net income.

     In addition, certain contributions to a trust fund as to which an election
has been made to treat the trust fund as a REMIC made after the day on which the
trust fund issues all of its interests could result in the imposition of the
Contributions Tax. No trust fund for any series of certificates will accept
contributions that would subject it to such tax.

     In addition, a trust fund as to which an election has been made to treat
the trust fund as a REMIC may also be subject to federal income tax at the
highest corporate rate on "net income from foreclosure property," determined by
reference to the rules applicable to real estate investment trusts. "Net income
from foreclosure property" generally means income from foreclosure property
other than qualifying income for a real estate investment trust.

     Where any Prohibited Transactions Tax, Contributions Tax, tax on net income
from foreclosure property or state or local income or franchise tax that may be
imposed on a REMIC relating to any series of certificates arises out of or
results from

     o   a breach of the related servicer's, trustee's or depositor's
         obligations, as the case may be, under the related Agreement for such
         series, such tax will be borne by such servicer, trustee or depositor,
         as the case may be, out of its own funds or

     o   Morgan Stanley Capital I Inc.'s obligation to repurchase a mortgage
         loan,

such tax will be borne by Morgan Stanley Capital I Inc.

     In the event that the servicer, trustee or depositor, as the case may be,
fails to pay or is not required to pay any Prohibited Transactions Tax,
Contributions Tax, tax on net income from foreclosure property or state or local
income or franchise tax, the tax will be payable out of the trust fund for the
series and will result in a reduction in amounts available to be distributed to
the certificateholders of the series.


LIQUIDATION AND TERMINATION

     If the REMIC adopts a plan of complete liquidation, within the meaning of
Code Section 860F(a)(4)(A)(i), which may be accomplished by designating in the
REMIC's final tax return a date on which such adoption is deemed to occur, and
sells all of its assets other than cash within a 90-day period beginning on such
date, the REMIC will not be subject to any Prohibited Transaction Tax, provided
that the REMIC credits or distributes in liquidation all of the sale proceeds
plus its cash, other than the amounts retained to meet claims, to holders of
Regular and REMIC Residual Certificates within the 90-day period.

     The REMIC will terminate shortly following the retirement of the REMIC
Regular Certificates. If a REMIC Residual Certificateholder's adjusted basis in
the REMIC Residual Certificate exceeds the amount of cash distributed to such
REMIC Residual Certificateholder in final liquidation of its interest, then it
would appear that the REMIC Residual Certificateholder would be entitled to a
loss equal to the amount of such excess. It is unclear whether such a loss, if
allowed, will be a capital loss or an ordinary loss.




                                     -100-



ADMINISTRATIVE MATTERS

     Solely for the purpose of the administrative provisions of the Code, the
REMIC generally will be treated as a partnership and the REMIC Residual
Certificateholders will be treated as the partners. In general, the holder of
the largest percentage interest of a class of REMIC Residual Certificates will
be the "tax matters person" of the related REMIC for purposes of representing
REMIC Residual Certificateholders in connection with any IRS proceeding.
However, the duties of the tax matters person will be delegated to the Trustee
under the applicable Agreement. Certain tax information will be furnished
quarterly to each REMIC Residual Certificateholder who held a REMIC Residual
Certificate on any day in the previous calendar quarter.

     Each REMIC Residual Certificateholder is required to treat items on its
return consistently with their treatment on the REMIC's return, unless the REMIC
Residual Certificateholder either files a statement identifying the
inconsistency or establishes that the inconsistency resulted from incorrect
information received from the REMIC. The IRS may assert a deficiency resulting
from a failure to comply with the consistency requirement without instituting an
administrative proceeding at the REMIC level. The REMIC does not intend to
register as a tax shelter pursuant to Internal Revenue Code Section 6111 because
it is not anticipated that the REMIC will have a net loss for any of the first
five taxable years of its existence. Any person that holds a REMIC Residual
Certificate as a nominee for another person may be required to furnish the
REMIC, in a manner to be provided in Treasury regulations, with the name and
address of such person and other information.


TAX-EXEMPT INVESTORS

     Any REMIC Residual Certificateholder that is a pension fund or other entity
that is subject to federal income taxation only on its "unrelated business
taxable income" within the meaning of Code Section 512 will be subject to such
tax on that portion of the distributions received on a REMIC Residual
Certificate that is considered an excess inclusion. See "--Taxation of Owners of
REMIC Residual Certificates--Excess Inclusions" above.


RESIDUAL CERTIFICATE PAYMENTS--NON-U.S. PERSONS

     Amounts paid to REMIC Residual Certificateholders who are not U.S. Persons
(see "--Taxation of Owners of REMIC Regular Certificates--Non-U.S. Persons"
above) are treated as interest for purposes of the 30%, or lower treaty rate,
United States withholding tax. Amounts distributed to holders of REMIC Residual
Certificates should qualify as "portfolio interest," subject to the conditions
described in "--Taxation of Owners of REMIC Regular Certificates" above, but
only to the extent that the underlying mortgage loans were originated after July
18, 1984. Furthermore, the rate of withholding on any income on a REMIC Residual
Certificate that is excess inclusion income will not be subject to reduction
under any applicable tax treaties. See "--Taxation of Owners of REMIC Residual
Certificates--Excess Inclusions" above. If the portfolio interest exemption is
unavailable, such amount will be subject to United States withholding tax when
paid or otherwise distributed, or when the REMIC Residual Certificate is
disposed of, under rules similar to those for withholding upon disposition of
debt instruments that have OID. The Code, however, grants the Treasury
Department authority to issue regulations requiring that those amounts be taken
into account earlier than otherwise provided where necessary to prevent
avoidance of tax, for example, where the REMIC Residual Certificates do not have
significant value. See "--Taxation of Owners of REMIC Residual
Certificates--Excess Inclusions" above. If the amounts paid to REMIC Residual
Certificateholders that are not U.S. Persons are effectively connected with
their conduct of a trade or business within the United States, the 30%, or lower
treaty rate, withholding will not apply. Instead, the amounts paid to such
non-U.S. Person will be subject to U.S. federal income taxation at regular
graduated rates. For special restrictions on the transfer of REMIC Residual
Certificates, see "--Tax Related Restrictions on Transfers of REMIC Residual
Certificates" below.

     REMIC Regular Certificateholders and persons related to such holders should
not acquire any REMIC Residual Certificates, and REMIC Residual
Certificateholders and persons related to REMIC Residual Certificateholders
should not acquire any REMIC Regular Certificates, without consulting their tax
advisors as to the possible adverse tax consequences of such acquisition.




                                     -101-



TAX RELATED RESTRICTIONS ON TRANSFERS OF REMIC RESIDUAL CERTIFICATES

     Disqualified Organizations. An entity may not qualify as a REMIC unless
there are reasonable arrangements designed to ensure that residual interests in
the entity are not held by "disqualified organizations". Further, a tax is
imposed on the transfer of a residual interest in a REMIC to a "disqualified
organization." The amount of the tax equals the product of (A) an amount, as
determined under the REMIC Regulations, equal to the present value of the total
anticipated "excess inclusions" with respect to such interest for periods after
the transfer and (B) the highest marginal federal income tax rate applicable to
corporations. The tax is imposed on the transferor unless the transfer is
through an agent, including a broker or other middleman, for a disqualified
organization, in which event the tax is imposed on the agent. The person
otherwise liable for the tax shall be relieved of liability for the tax if the
transferee furnished to such person an affidavit that the transferee is not a
disqualified organization and, at the time of the transfer, such person does not
have actual knowledge that the affidavit is false. A "disqualified organization"
means:

         (A)   the United States, any State, possession or political subdivision
               thereof, any foreign government, any international organization
               or any agency or instrumentality of any of the foregoing
               (provided that such term does not include an instrumentality if
               all its activities are subject to tax and, except for FHLMC, a
               majority of its board of directors is not selected by any such
               governmental agency);

         (B)   any organization, other than certain farmers' cooperatives,
               generally exempt from federal income taxes unless such
               organization is subject to the tax on "unrelated business taxable
               income"; and

         (C)   a rural electric or telephone cooperative.

     A tax is imposed on a "pass-through entity" holding a residual interest in
a REMIC if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity,
provided that all partners of an "electing large partnership" as defined in
Section 775 of the Code, are deemed to be disqualified organizations. The amount
of the tax is equal to the product of (A) the amount of excess inclusions for
the taxable year allocable to the interest held by the disqualified organization
and (B) the highest marginal federal income tax rate applicable to corporations.
The pass-through entity otherwise liable for the tax, for any period during
which the disqualified organization is the record holder of an interest in such
entity, will be relieved of liability for the tax if such record holder
furnishes to such entity an affidavit that such record holder is not a
disqualified organization and, for such period, the pass-through entity does not
have actual knowledge that the affidavit is false. For this purpose, a
"pass-through entity" means:

     o   a regulated investment company, real estate investment trust or common
         trust fund;

     o   a partnership, trust or estate; and

     o   certain cooperatives.

Except as may be provided in Treasury regulations not yet issued, any person
holding an interest in a pass-through entity as a nominee for another will, with
respect to such interest, be treated as a pass-through entity. Electing large
partnerships -- generally, non-service partnerships with 100 or more members
electing to be subject to simplified IRS reporting provisions under Code
sections 771 through 777 -- will be taxable on excess inclusion income as if all
partners were disqualified organizations.

     In order to comply with these rules, the Agreement will provide that no
record or beneficial ownership interest in a REMIC Residual Certificate may be
purchased, transferred or sold, directly or indirectly, without the express
written consent of the master servicer. The master servicer will grant consent
to a proposed transfer only if it receives the following:

     o   an affidavit from the proposed transferee to the effect that it is not
         a disqualified organization and is not acquiring the REMIC Residual
         Certificate as a nominee or agent for a disqualified organization, and

     o   a covenant by the proposed transferee to the effect that the proposed
         transferee agrees to be bound by and to abide by the transfer
         restrictions applicable to the REMIC Residual Certificate.





                                     -102-



     Noneconomic REMIC Residual Certificates. The REMIC Regulations disregard,
for federal income tax purposes, any transfer of a Noneconomic REMIC Residual
Certificate to a U.S. Person unless no significant purpose of the transfer is to
enable the transferor to impede the assessment or collection of tax. A
Noneconomic REMIC Residual Certificate is any REMIC Residual Certificate,
including a REMIC Residual Certificate with a positive value at issuance,
unless, at the time of transfer, taking into account the Prepayment Assumption
and any required or permitted clean up calls or required liquidation provided
for in the REMIC's organizational documents,

     o   the present value of the expected future distributions on the REMIC
         Residual Certificate at least equals the product of the present value
         of the anticipated excess inclusions and the highest corporate income
         tax rate in effect for the year in which the transfer occurs and

     o   the transferor reasonably expects that the transferee will receive
         distributions from the REMIC at or after the time at which taxes accrue
         on the anticipated excess inclusions in an amount sufficient to satisfy
         the accrued taxes.

     A significant purpose to impede the assessment or collection of tax exists
if the transferor, at the time of the transfer, either knew or should have known
that the transferee would be unwilling or unable to pay taxes due on its share
of the taxable income of the REMIC. A transferor is presumed not to have such
knowledge if:

     (1) the transferor conducted, at the time of the transfer, a reasonable
         investigation of the financial condition of the transferee and, as a
         result of the investigation, the transferor determined that the
         transferee had historically paid its debts as they came due and found
         no significant evidence that the transferee would not continue to pay
         its debts as they come due in the future;

     (2) the transferee represents to the transferor that (i) it understands
         that, as the holder of the Noneconomic REMIC Residual Certificate, the
         transferee may incur tax liabilities in excess of cash flows generated
         by the interest, (ii) that the transferee intends to pay taxes
         associated with holding the residual interest as they came due and
         (iii) that the transferee will not cause income with respect to 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 such transferee or any other person; and

     (3) the transfer is not a direct or indirect transfer to a foreign
         permanent establishment or fixed base (within the meaning of an
         applicable income tax treaty) and either:

         (i)   the present value of the anticipated tax liabilities associated
               with holding the Noneconomic REMIC Residual Certificate does not
               exceed the sum of:

               o   the present value of any consideration given to the
                   transferee to acquire the Noneconomic REMIC Residual
                   Certificate,

               o   the present value of the expected future distributions on the
                   Noneconomic REMIC Residual Certificate and

               o   the present value of the anticipated tax savings associated
                   with holding the Noneconomic REMIC Residual Certificate as
                   the REMIC generates losses. For purposes of the computations
                   under this "minimum transfer price" alternative, the
                   transferee is assumed to pay tax at the highest rate of tax
                   specified in section 11(b)(1) of the Internal Revenue Code
                   (currently 35%) or, in certain circumstances, the alternative
                   minimum tax rate. Further, present values generally are
                   computed using a discount rate equal to the short-term
                   Federal rate set forth in Section 1274(d) of the Internal
                   Revenue Code for the month of such transfer and the
                   compounding period used by the transferee; or

         (ii)  (a) at the time of the transfer, and at the close of each of the
               transferee's two fiscal years preceding the year of transfer, the
               transferee's gross assets for financial reporting purposes exceed
               $100 million and its net assets for financial reporting purposes
               exceed $10 million, (b) the transferee is an eligible corporation
               (as defined in Treasury regulation Section 1.860E-1(c)(6)(i))
               that makes a written agreement that any subsequent transfer of
               the interest will be to another eligible corporation in a
               transaction which will also satisfy clauses (1) and (2)



                                     -103-



               above and this clause (3)(ii) and (c) 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 the
               residual interest will not be paid. For purposes of clause
               (3)(ii)(c), if the amount of consideration paid in respect of the
               residual interest is so low that under any set of reasonable
               assumptions a reasonable person would conclude that the taxes
               associated with holding the residual interest will not be paid,
               then the transferor is deemed to know that the transferee cannot
               or will not pay the taxes associated with the residual interest.

     If a transfer of a Noneconomic REMIC Residual Certificate is disregarded,
the transferor would continue to be treated as the owner of the REMIC Residual
Certificate and would continue to be subject to tax on its allocable portion of
the net income of the REMIC.

     Foreign Investors. The REMIC Regulations provide that the transfer of a
REMIC Residual Certificate that has a "tax avoidance potential" to a "foreign
person" will be disregarded for federal income tax purposes. This rule appears
to apply to a transferee who is not a U.S. Person unless the transferee's income
in respect of the REMIC Residual Certificate is effectively connected with the
conduct of a United Sates trade or business. A REMIC Residual Certificate is
deemed to have a tax avoidance potential unless, at the time of transfer, the
transferor reasonably expects that the REMIC will distribute to the transferee
amounts that will equal at least 30 percent of each excess inclusion, and that
such amounts will be distributed at or after the time the excess inclusion
accrues and not later than the end of the calendar year following the year of
accrual. If the non-U.S. Person transfers the REMIC Residual Certificate to a
U.S. Person, the transfer will be disregarded, and the foreign transferor will
continue to be treated as the owner, if the transfer has the effect of allowing
the transferor to avoid tax on accrued excess inclusions. The Agreement will
provide that no record or beneficial ownership interest in a REMIC Residual
Certificate may be transferred, directly or indirectly, to a non-U.S. Person
unless the person provides the trustee with a duly completed IRS Form W-8ECI or
applicable successor form adopted by the IRS for such purpose and the trustee
consents to the transfer in writing.

     Any attempted transfer or pledge in violation of the transfer restrictions
shall be absolutely null and void and shall vest no rights in any purported
transferee. Investors in REMIC Residual Certificates are advised to consult
their own tax advisors with respect to transfers of the REMIC Residual
Certificates and, in addition, pass-through entities are advised to consult
their own tax advisors with respect to any tax which may be imposed on a
pass-through entity.

     Reportable Transactions. Any holder of a certificate that reports any item
or items of income, gain, expense, or loss in respect of a 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 certificates.


                       STATE AND LOCAL TAX CONSIDERATIONS

     In addition to the federal income tax consequences described in "Federal
Income Tax Consequences," potential investors should consider the state and
local income tax consequences of the acquisition, ownership, and disposition of
the offered certificates. State and local income tax law may differ
substantially from the corresponding federal law, and this discussion does not
purport to describe any aspect of the income tax laws of any state or locality.
Therefore, potential investors should consult their own 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 restrictions on ERISA
Plans, certain other Plans and on persons who are parties in interest or
disqualified persons with respect to ERISA Plans. Employee benefit plans, such
as governmental plans and church plans (if no election has been made under
Section 410(d) of the Code), are not subject to the restrictions of ERISA.
However, such plans (collectively with ERISA Plans, "Plans") may be




                                     -104-



subject to other applicable federal, state or local law ("Similar Law")
materially similar to ERISA and the Code. Moreover, any such governmental or
church plan which is qualified under Section 401(a) of the Code and exempt from
taxation under Section 501(a) of the Code is subject to the prohibited
transaction rules set forth in Section 503 of the Code.

     Investments by ERISA Plans are subject to ERISA's general fiduciary
requirements, including the requirement of investment prudence and
diversification and the requirement that an ERISA Plan's investments be made in
accordance with the documents governing the ERISA Plan.


PROHIBITED TRANSACTIONS


   GENERAL

     Section 406 of ERISA prohibits parties in interest with respect to an ERISA
Plan from engaging in certain transactions involving the ERISA Plan and its
assets unless a statutory, regulatory or administrative exemption applies to the
transaction. In some cases, a civil penalty may be assessed on non-exempt
prohibited transactions pursuant to Section 502(i) of ERISA. Section 4975 of the
Code imposes excise taxes on similar transactions between Plans subject thereto
and disqualified persons with respect to such.

     The United States Department of Department of Labor has issued a final
regulation (29 C.F.R. Section 2510.3-101) containing rules for determining what
constitutes the assets of a Plan. This regulation provides that, as a general
rule, the underlying assets and properties of corporations, partnerships, trusts
and some other entities in which a Plan makes an "equity investment" will be
deemed for purposes of ERISA and Section 4975 of the Code to be assets of the
Plan unless exceptions apply.

     Under the terms of the regulation, the trust fund may be deemed to hold
plan assets by reason of a Plan's investment in a certificate; such plan assets
would include an undivided interest in the mortgage loans and any other assets
held by the trust fund. In such an event, Morgan Stanley Capital I Inc., the
master servicer, any subservicer, the trustee, any insurer of the mortgage loans
or MBS and other persons, in providing services with respect to the assets of
the trust fund, may become fiduciaries subject to the fiduciary responsibility
provisions of Title I of ERISA, or may otherwise become parties in interest or
disqualified persons, with respect to such Plan. In addition, transactions
involving such assets could constitute or result in prohibited transactions
under Section 406 of ERISA or Section 4975 of the Code unless such transactions
are subject to a statutory, regulatory or administrative exemption.

     The regulations contain a de minimis safe-harbor rule that exempts the
assets of an entity from plan assets status as long as the aggregate equity
investment in such entity by plans is not significant. For this purpose, equity
participation in the entity will be significant if immediately after any
acquisition of any equity interest in the entity, "benefit plan investors" in
the aggregate, own 25% or more of the value of any class of equity interest,
excluding from the calculation, the value of equity interests held by persons
who have discretionary authority or control with respect to the assets of the
entity or held by affiliates of such persons. "Benefit plan investors" are
defined as ERISA Plans as well as employee benefit plans not subject to Title I
of ERISA, e.g., governmental plans and foreign plans and entities whose
underlying assets include plan assets by reason of plan investment in such
entities. To fit within the safe harbor benefit plan, investors must own less
than 25% of each class of equity interests, regardless of the portion of total
equity value represented by such class, on an ongoing basis.

   AVAILABILITY OF UNDERWRITER'S EXEMPTION FOR CERTIFICATES

     DOL has granted to Morgan Stanley & Co. Incorporated Prohibited Transaction
Exemption ("PTE") 90-24, Exemption Application No. D-8019, 55 Fed. Reg. 20548
(1990), as amended by PTE 97-34, Exemption Application Nos. D-10245 and D-10246,
55 Fed. Reg. 39021 (1997), PTE 2000-58, Exemption Application No. D-10829, 65
Fed. Reg. 67765 (2000) and PTE 2002-41, Exemption Application No. D-11077, 67
Fed. Reg. 54487 (2002) (the "Exemption") which exempts from the application of
the prohibited transaction rules transactions relating to:

     o   the acquisition, sale and holding by ERISA Plans of certain
         certificates representing an undivided interest in certain asset-backed
         pass-through trusts, with respect to which Morgan Stanley & Co.




                                     -105-



         Incorporated or any of its affiliates is the sole underwriter or the
         manager or co-manager of the underwriting syndicate; and

     o   the servicing, operation and management of such asset-backed
         pass-through trusts, provided that the general conditions and certain
         other conditions set forth in the Exemption are satisfied.

     The Exemption sets forth the following general conditions which must be
satisfied before a transaction involving the acquisition, sale and holding of
the certificates or a transaction in connection with the servicing, operation
and management of the trust fund may be eligible for exemptive relief
thereunder:

     (1) The acquisition of the certificates by an ERISA Plan is on terms --
         including the price for such certificates--that are at least as
         favorable to the investing ERISA Plan as they would be in an
         arm's-length transaction with an unrelated party;

     (2) The certificates acquired by the ERISA Plan have received a rating at
         the time of the acquisition that is in one of the four highest generic
         rating categories from any of Fitch, Inc., Moody's Investors Service,
         Inc. and Standard & Poor's Ratings Services, a division of The
         McGraw-Hill Companies, Inc.;

     (3) The trustee is not an affiliate of any member of the Restricted Group
         other than an underwriter;

     (4) The sum of all payments made to and retained by the underwriter in
         connection with the distribution of the certificates represents not
         more than reasonable compensation for underwriting the certificates;
         the sum of all payments made to and retained by the Asset Seller
         pursuant to the sale of the mortgage loans to the trust fund represents
         not more than the fair market value of the mortgage loans; the sum of
         all payments made to and retained by any servicer represent not more
         than reasonable compensation for the servicer's services under the
         Agreement and reimbursement of the servicer's reasonable expenses in
         connection therewith; and

     (5) The ERISA Plan investing in the certificates is an "accredited
         investor" as defined in Rule 501(a)(1) of Regulation D of the
         Securities and Exchange Commission under the Securities Act of 1933 as
         amended.

     The trust fund must also meet the following requirements:

     o   the corpus 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 other investment pools must have
         been rated in one of the four highest rating categories of a Rating
         Agency for at least one year prior to the Plan's acquisition of the
         Securities; and

     o   certificates evidencing interests in other investment pools must have
         been purchased by investors other than ERISA Plans for at least one
         year prior to any ERISA Plan's acquisition of the Securities.

     Moreover, the Exemption provides relief from certain self-dealing/conflict
of interest prohibited transactions that may occur when any person who has
discretionary authority or renders investment advice with respect to the
investment of plan assets causes an ERISA Plan to acquire certificates in a
trust fund, provided that, among other requirements:

     o   the person or its affiliate is an obligor with respect to five percent
         or less of the fair market value of the obligations or receivables
         contained in the trust fund;

     o   the Plan is not a plan with respect to which any member of the
         Restricted Group is the "plan sponsor" as defined in Section 3(16)(B)
         of ERISA;

     o   in the case of an acquisition in connection with the initial issuance
         of certificates, at least fifty percent of each class of certificates
         in which ERISA Plans have invested is acquired by persons



                                     -106-



         independent of the Restricted Group and at least fifty percent of the
         aggregate interest in the trust fund is acquired by persons
         independent of the Restricted Group;

     o   an ERISA Plan's investment in certificates of any class does not exceed
         twenty-five percent of all of the certificates of that class
         outstanding at the time of the acquisition; and

     o   immediately after the acquisition, no more than twenty-five percent of
         the assets of any ERISA Plan with respect to which the person has
         discretionary authority or renders investment advice are invested in
         certificates representing an interest in one or more trusts containing
         assets sold or serviced by the same entity.

The Exemption does not apply to ERISA Plans sponsored by the Restricted Group

     Before purchasing a certificate in reliance on the Exemption, a fiduciary
of an ERISA Plan should itself confirm

     o   that the certificates constitute "securities" for purposes of the
         Exemption and

     o   that the general conditions and other requirements set forth in the
         Exemption would be satisfied.


REVIEW BY PLAN FIDUCIARIES

     Any Plan fiduciary considering whether to purchase any certificates on
behalf of a Plan should consult with its counsel regarding the applicability of
the fiduciary responsibility and prohibited transaction provisions of ERISA, the
Code and Similar Law to such investment. Among other things, before purchasing
any certificates, a fiduciary of a Plan should make its own determination as to
the availability of the exemptive relief provided in the Exemption, and also
consider the availability of any other prohibited transaction exemptions. In
this regard, purchasers that are insurance companies should determine the extent
to which Prohibited Transaction Class Exemption 95-60 -- for certain
transactions involving insurance company general accounts -- may be available.
The prospectus supplement with respect to a series of certificates may contain
additional information regarding the application of any other exemption, with
respect to the certificates offered by the related prospectus supplement.


                                LEGAL INVESTMENT

     If so specified in the prospectus supplement, certain classes of
Certificates will constitute "mortgage related securities" for purposes of the
Secondary Mortgage Market Enhancement Act of 1984, as amended. Generally, the
only classes of 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
Certificates not qualifying as "mortgage related securities" for purposes of
SMMEA ("Non-SMMEA Certificates") under various legal investment restrictions,
and thus the ability of investors subject to these restrictions to purchase such
Certificates, may be subject to significant interpretive uncertainties.
Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the Non-SMMEA Certificates constitute
legal investments for them.

     Those classes of 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 varying 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





                                     -107-



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, Certificates satisfying the rating and qualified originator
requirements for "mortgage related securities," but evidencing interests in a
Trust Fund consisting, in whole or in part, of first liens on one or more
parcels of real estate upon which are located one or more commercial structures,
states were authorized to enact legislation, on or before September 23, 2001,
specifically referring to Section 347 and prohibiting or restricting the
purchase, holding or investment by state-regulated entities in those types of
Certificates. Accordingly, the investors affected by any state legislation
overriding the preemptive effect of SMMEA will be authorized to invest in
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 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 "residential mortgage-related securities"
and "commercial mortgage-related securities." As so defined, "residential
mortgage-related security" and "commercial mortgage-related security" mean, in
relevant part, "mortgage related security" within the meaning of SMMEA, provided
that, in the case of a "commercial mortgage-related security," it "represents
ownership of a promissory note or certificate of interest or participation that
is directly secured by a first lien on one or more parcels of real estate upon
which one or more commercial structures are located and that is fully secured by
interests in a pool of loans to numerous obligors." In the absence of any rule
or administrative interpretation by the OCC defining the term "numerous
obligors," no representation is made as to whether any of the Certificates will
qualify as "commercial mortgage-related securities," and thus as "Type IV
securities," for investment by national banks. 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
(unless the credit union complies with the requirements of 12 C.F.R. ss.
703.16(e) for investing in those securities), residual interests in mortgage
related securities, and commercial mortgage related securities, subject to
compliance with general rules governing investment policies and practices;
however, credit unions approved for the NCUA's "investment pilot program" under
12 C.F.R. 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 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 Certificates.

     All depository institutions considering an investment in the 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 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).

     Except as to the status of certain classes of the Certificates as "mortgage
related securities," no representations are made as to the proper
characterization of the Certificates for legal investment purposes, financial
institution regulatory purposes, or other purposes, or as to the ability of
particular investors to purchase Certificates under



                                     -108-



applicable legal investment restrictions. The uncertainties described above (and
any unfavorable future determinations concerning legal investment or financial
institution regulatory characteristics of the Certificates) may adversely affect
the liquidity of the Certificates.

     Accordingly, all investors whose investment activities are subject to legal
investment laws and regulations, regulatory capital requirements, or review by
regulatory authorities should consult with their own legal advisors in
determining whether and to what extent the 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 offered certificates offered hereby and by the Supplements to this
prospectus will be offered in series. The distribution of the certificates may
be effected from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices to be
determined at the time of sale or at the time of commitment therefor. If so
specified in the related prospectus supplement, the offered certificates will be
distributed in a firm commitment underwriting, subject to the terms and
conditions of the underwriting agreement, by Morgan Stanley & Co. Incorporated
acting as underwriter with other underwriters, if any, named in the prospectus
supplement. In such event, the prospectus supplement may also specify that the
underwriters will not be obligated to pay for any offered certificates agreed to
be purchased by purchasers pursuant to purchase agreements acceptable to Morgan
Stanley Capital I Inc. In connection with the sale of offered certificates,
underwriters may receive compensation from Morgan Stanley Capital I Inc. or from
purchasers of offered certificates in the form of discounts, concessions or
commissions. The prospectus supplement will describe any such compensation paid
by Morgan Stanley Capital I Inc.

     Alternatively, the prospectus supplement may specify that offered
certificates will be distributed by Morgan Stanley & Co. Incorporated acting as
agent or in some cases as principal with respect to offered certificates that it
has previously purchased or agreed to purchase. If Morgan Stanley & Co.
Incorporated acts as agent in the sale of offered certificates, Morgan Stanley &
Co. Incorporated will receive a selling commission with respect to such offered
certificates, depending on market conditions, expressed as a percentage of the
aggregate certificate Balance or Notional Amount of such offered certificates as
of the Cut-off Date. The exact percentage for each series of certificates will
be disclosed in the related prospectus supplement. To the extent that Morgan
Stanley & Co. Incorporated elects to purchase offered certificates as principal,
Morgan Stanley & Co. Incorporated may realize losses or profits based upon the
difference between its purchase price and the sales price. The prospectus
supplement with respect to any series offered other than through underwriters
will contain information regarding the nature of such offering and any
agreements to be entered into between Morgan Stanley Capital I Inc. and
purchasers of offered certificates of such series.

     Morgan Stanley Capital I Inc. will indemnify Morgan Stanley & Co.
Incorporated and any underwriters against certain civil liabilities, including
liabilities under the Securities Act of 1933, or will contribute to payments
Morgan Stanley & Co. Incorporated and any underwriters may be required to make.

     In the ordinary course of business, Morgan Stanley & Co. Incorporated and
Morgan Stanley Capital I Inc. may engage in various securities and financing
transactions, including repurchase agreements to provide interim financing of
Morgan Stanley Capital I Inc.'s mortgage loans pending the sale of such mortgage
loans or interests in the mortgage loans, including the certificates.

     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 in connection with reoffers and sales
by them of offered certificates. Certificateholders should consult with their
legal advisors in this regard prior to any such reoffer or sale.

     If specified in the prospectus supplement relating to certificates of a
particular series offered hereby, Morgan Stanley Capital I Inc., any affiliate
thereof or any other person or persons specified in the prospectus supplement
may purchase some or all of the certificates of any series from Morgan Stanley &
Co. Incorporated and any other underwriters thereof. This purchaser may
thereafter from time to time offer and sell, pursuant to this prospectus and the
related prospectus supplement, some or all of the certificates so purchased,
directly, through one or more




                                     -109-



underwriters to be designated at the time of the offering of the certificates,
through dealers acting as agent or principal or in such other manner as may be
specified in the related prospectus supplement. The offering may be restricted
in the manner specified in the prospectus supplement. The transactions may be
effected at market prices prevailing at the time of sale, at negotiated prices
or at fixed prices. Any underwriters and dealers participating in the
purchaser's offering of the certificates may receive compensation in the form of
underwriting discounts or commissions from such purchaser and such dealers may
receive commissions from the investors purchasing the certificates for whom they
may act as agent (which discounts or commissions will not exceed those customary
in those types of transactions involved). Any dealer that participates in the
distribution of the certificates may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any commissions and discounts received by
such dealer and any profit on the resale or such certificates by such dealer
might be deemed to be underwriting discounts and commissions under the
Securities Act.

     All or part of any Class of certificates may be reacquired by Morgan
Stanley Capital I Inc. or acquired by an affiliate of Morgan Stanley Capital I
Inc. in a secondary market transaction or from an affiliate, including Morgan
Stanley & Co. Incorporated. Such certificates may then be included in a trust
fund, the beneficial ownership of which will be evidenced by one or more classes
of mortgage-backed certificates, including subsequent series of certificates
offered pursuant to this prospectus and a prospectus supplement.

     As to each series of certificates, only those classes rated in an
investment grade rating category by any Rating Agency will be offered hereby.
Any non-investment-grade class may be initially retained by Morgan Stanley
Capital I Inc., and may be sold by Morgan Stanley Capital I Inc. at any time in
private transactions.


                                  LEGAL MATTERS

     Certain legal matters in connection with the certificates, including
certain federal income tax consequences, will be passed upon for Morgan Stanley
Capital I Inc. by Cadwalader, Wickersham & Taft LLP or Latham & Watkins LLP, or
Sidley, Austin, Brown & Wood LLP or Dewey Ballantine LLP or such other counsel
as may be specified in the related prospectus supplement.


                              FINANCIAL INFORMATION

     A new trust fund will be formed with respect to each series of certificates
and no trust fund will engage in any business activities or have any assets or
obligations prior to the issuance of the related series of certificates.
Accordingly, no financial statements with respect to any trust fund will be
included in this prospectus or in the related prospectus supplement.


                                     RATING

     It is a condition to the issuance of any class of offered certificates that
they shall have been rated not lower than investment grade, that is, in one of
the four highest rating categories, by a Rating Agency.

     Ratings on mortgage pass-through certificates address the likelihood of
receipt by certificateholders of all distributions on the underlying mortgage
loans. These ratings address the structural, legal and issuer-related aspects
associated with such certificates, the nature of the underlying mortgage loans
and the credit quality of the guarantor, if any. Ratings on mortgage
pass-through certificates do not represent any assessment of the likelihood of
principal prepayments by borrowers or of the degree by which such prepayments
might differ from those originally anticipated. As a result, certificateholders
might suffer a lower than anticipated yield, and, in addition, holders of
stripped interest certificates in extreme cases might fail to recoup their
initial investments.

     A security rating is not a recommendation to buy, sell or hold securities
and may be subject to revision or withdrawal at any time by the assigning rating
organization. Each security rating should be evaluated independently of any
other security rating.





                                     -110-



                    INCORPORATION OF INFORMATION BY REFERENCE

     Morgan Stanley Capital I Inc., as depositor, will file, or cause to be
filed, with the Commission, the periodic reports and the Agreement with respect
to each trust fund required under the Exchange Act and the rules and regulations
of the Commission.

     All documents and reports filed, or caused to be filed, by Morgan Stanley
Capital I Inc. with respect to a trust fund pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act prior to the termination of an offering of
certificates are incorporated in this prospectus by reference. Each person to
whom this prospectus is delivered may obtain, without charge, from Morgan
Stanley Capital I Inc. a copy of any documents or reports relating to the
certificates being offered. (Exhibits to those documents may only be obtained if
they are specifically incorporated by reference in those documents.) Requests
for this information should be directed in writing to Morgan Stanley Capital I
Inc., c/o Morgan Stanley & Co. Incorporated, 1585 Broadway, 37th Floor, New
York, New York 10036, Attention: John E. Westerfield, or by telephone at (212)
761-4000. Morgan Stanley Capital I Inc. has determined that its financial
statements are not material to the offering of any certificates.

     Morgan Stanley Capital I Inc. has filed with the Securities and Exchange
Commission a registration statement (of which this prospectus forms a part)
under the Securities Act of 1933, as amended, with respect to the offered
certificates. This prospectus and the accompanying prospectus supplement do not
contain all of the information set forth in the registration statement. For
further information regarding the documents referred to in this prospectus and
the accompanying prospectus supplement, you should refer to the registration
statement and the exhibits thereto. The registration statement and exhibits and
the periodic reports and the Agreement can be inspected and copied at prescribed
rates at the public reference facilities maintained by the Commission at its
Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549 or be
accessed at the internet site http://www.sec.gov maintained by the Commission.
Additional information regarding the Public Reference Room can be obtained by
calling the Commission at 1-800-SEC-0330.

     If some or all of the mortgage loans owned by a trust fund are secured by
an assignment of lessors' rights in one or more leases, rental payments due from
the lessees may be a significant source (or even the sole source) of
distributions on the certificates. In these circumstances, reference should be
made to the related prospectus supplement for information concerning the lessees
and whether any of those lessees are subject to the periodic reporting
requirements of the Securities Exchange Act of 1934, as amended.







                                     -111-



                                GLOSSARY OF TERMS

     The certificates will be issued pursuant to the Agreement. The following
Glossary of Terms is not complete. You should also refer to the prospectus
supplement and the Agreement for additional or more complete definitions. If you
send a written request to the trustee at its corporate office, the trustee will
provide to you without charge a copy of the Agreement (without exhibits and
schedules).

     Unless the context requires otherwise, the definitions contained in this
Glossary of Terms apply only to this series of certificates.

     "Accrual Certificates" means certificates which provide for distributions
of accrued interest commencing only following the occurrence of certain events,
such as the retirement of one or more other classes of certificates of such
series.

     "Accrued Certificate Interest" means, with respect to each class of
certificates and each Distribution Date, other than certain classes of Stripped
Interest Certificates, the amount equal to the interest accrued for a specified
period on the outstanding Certificate Balance immediately prior to the
Distribution Date, at the applicable pass-through rate, as described in
"Distributions of Interest on the Certificates" in this prospectus.

     "Agreement" means the Pooling Agreement or the Trust Agreement, as
applicable.

     "Amortizable Bond Premium Regulations" means final regulations issued by
the IRS which deal with the amortizable bond premium.

     "Assets" means the primary assets included in a trust fund.

     "Bankruptcy Code" means the Bankruptcy Reform Act of 1978, as amended
(Title 11 of the United States Code).

     "Book-Entry Certificates" means Certificates which are in book-entry form.

     "Cash Flow Agreements" means guaranteed investment contracts or other
agreements, such as interest rate exchange agreements, interest rate cap or
floor agreements, currency exchange agreements or similar agreements provided to
reduce the effects of interest rate or currency exchange rate fluctuations on
the assets or on one or more classes of certificates.

     "Cede" means Cede & Company.

     "CERCLA" means Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended.

     "Certificate Account" means one or more separate accounts for the
collection of payments on the related assets.

     "Certificate Balance" equals the maximum amount that a holder of a
certificate will be entitled to receive in respect of principal out of future
cash flow on the mortgage loans and other assets included in the trust fund.

     "Certificate Owners" means, with respect to a book-entry certificate, the
person who is the beneficial owner of such book-entry certificate, as may be
reflected on the books of the clearing agency, or on the books of a Person
maintaining an account with such clearing agency, directly or as an indirect
participant, in accordance with the rules of such clearing agency.

     "Certificateholder" means, unless otherwise provided in the related
prospectus supplement, Cede, as nominee of DTC.

     "Certificates" means any of the certificates issued, in one or more series,
by Morgan Stanley Capital I Inc.

     "Closing Date" means the date the REMIC Regular Certificates were initially
issued.




                                     -112-



     "Code" means the Internal Revenue Code of 1986, as amended.

     "Commercial Loans" means the loans relating to the Commercial Properties.

     "Commercial Properties" means office buildings, shopping centers, retail
stores, hotels or motels, nursing homes, hospitals or other health care-related
facilities, mobile home parks, warehouse facilities, mini-warehouse facilities
or self-storage facilities, industrial plants, congregate care facilities, mixed
use or other types of commercial properties.

     "Constant Prepayment Rate" or "CPR" means a rate that represents 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 such mortgage loans. CPR does not purport to be either a
historical description of the prepayment experience of any pool of mortgage
loans or a prediction of the anticipated rate of prepayment of any mortgage
loans.

     "Contributions Tax" means a tax on the trust fund equal to 100% of the
value of the contributed property.

     "Credit Support" means subordination of one or more other classes of
certificates in a series or by one or more other types of credit support, such
as a letter of credit, insurance policy, guarantee, reserve fund or another type
of credit support, or a combination thereof.

     "Crime Control Act" means the Comprehensive Crime Control Act of 1984.

     "Cut-off Date" means a day in the month of formation of the related trust
fund, as defined in the prospectus supplement.

     "Debt Service Coverage Ratio" means, with respect to a mortgage loan at any
given time, the ratio of the Net Operating Income for a twelve-month period to
the annualized scheduled payments on the mortgage loan.

     "Deferred Interest" means interest deferred by reason of negative
amortization.

     "Definitive Certificate" means a fully registered physical certificate.

     "Depositor" means Morgan Stanley Capital I Inc.

     "Determination Date" means the close of business on the date specified in
the related prospectus supplement.

     "Disqualifying Condition" means a condition, existing as a result of, or
arising from, the presence of Hazardous Materials on a mortgaged property, such
that the mortgage loan secured by the affected mortgaged property would be
ineligible, solely by reason of such condition, for purchase by FNMA under the
relevant provisions of FNMA's Multifamily Seller/Servicer Guide in effect as of
the date of initial issuance of the certificates of such series, including a
condition that would constitute a material violation of applicable federal state
or local law in effect as of their date of initial issuance of the certificates
of such series.

     "Distribution Date" means each of the dates on which distributions to
certificateholders are to be made.

     "DOL" means the United States Department of Department of Labor.

     "DTC" means the Depository Trust Company.

     "Due Period" means the period which will commence on the second day of the
month in which the immediately preceding Distribution Date occurs, or the day
after the Cut-off Date in the case of the first Due Period, and will end on the
first day of the month of the related Distribution Date.

     "Environmental Hazard Condition" means any condition or circumstance that
may give rise to an environmental claim.

     "Equity Participations" means provisions entitling the lender to a share of
profits realized from the operation or disposition of a mortgaged property, as
described in the related prospectus supplement.



                                     -113-



     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     "ERISA Plans" means retirement plans and other employee benefit plans
subject to Title I of ERISA or Section 4975 of the Code.

     "Events of Default" means, with respect to the master servicer under the
Pooling Agreement, any one of the following events:

     o   any failure by the master servicer to distribute or cause to be
         distributed to certificateholders, or to remit to the trustee for
         distribution to certificateholders, any required payment;

     o   any failure by the master servicer duly to observe or perform in any
         material respect any of its other covenants or obligations under the
         Pooling Agreement which continues unremedied for thirty days after
         written notice of such failure has been given to the master servicer by
         the trustee or Morgan Stanley Capital I Inc., or to the master
         servicer, Morgan Stanley Capital I Inc. and the trustee by the holders
         of certificates evidencing not less than 25% of the Voting Rights;

     o   any breach of a representation or warranty made by the master servicer
         under the Pooling Agreement which materially and adversely affects the
         interests of certificateholders and which continues unremedied for
         thirty days after written notice of such breach has been given to the
         master servicer by the trustee or Morgan Stanley Capital I Inc., or to
         the master servicer, Morgan Stanley Capital I Inc. and the trustee by
         the holders of certificates evidencing not less than 25% of the Voting
         Rights; and

     o   certain events of insolvency, readjustment of debt, marshalling of
         assets and liabilities or similar proceedings and certain actions by or
         on behalf of the master servicer indicating its insolvency or inability
         to pay its obligations.

     "Excess Servicing" means servicing fees in excess of reasonable servicing
fees.

     "FDIC" means the Federal Deposit Insurance Corporation.

     "FHLMC" means the Federal Home Loan Mortgage Corporation.

     "FNMA" means the Federal National Mortgage Association.

     "Government Securities" means direct obligations of the United States,
agencies thereof or agencies created thereby which are not subject to redemption
prior to maturity at the option of the issuer and are:

     (a) interest-bearing securities;

     (b) non-interest-bearing securities;

     (c) originally interest-bearing securities from which coupons representing
the right to payment of interest have been removed; or

     (d) interest-bearing securities from which the right to payment of
principal has been removed.

     "Index" means the source for determination of an interest rate, to be
defined, if applicable, in the related prospectus supplement.

     "Indirect Participants" means entities, such as banks, brokers, dealers and
trust companies, that clear through or maintain a custodial relationship with a
Participant, either directly or indirectly.

     "Insurance Proceeds" means proceeds of rental interruption policies, if
any, insuring against losses arising from the failure of lessees under a lease
to make timely rental payments because of casualty events.

     "IRS" means the Internal Revenue Service.

     "Liquidation Proceeds" means all other amounts received and retained in
connection with the liquidation of defaulted mortgage loans in the trust fund,
by foreclosure or otherwise.




                                     -114-



     "Lockout Date" means the expiration of the Lockout Period.

     "Lockout Period" means a period during which prepayments on a mortgage loan
are prohibited.

     "Market-to-Market Regulations" means the finalized IRS regulations which
provide that a REMIC Residual Certificate acquired after January 3, 1995 cannot
be marked to market.

     "Master Servicer" means an entity as named in the prospectus supplement.

     "MBS" means mortgage participations, pass-through certificates or other
mortgage-backed securities evidencing interests in or secured by one or more
mortgage loans or other similar participations, certificates or securities.

     "MBS Agreement" means any participation and servicing agreement, pooling
agreement, trust agreement, an indenture or similar agreement with respect to
the MBS.

     "Mortgage" means a mortgage, deed of trust or other similar security
instrument.

     "Mortgage Loans" means the multifamily mortgage loans or the commercial
mortgage loans or both included in a trust fund. As used in this prospectus,
mortgage loans refers to both whole mortgage loans and mortgage loans underlying
MBS.

     "Mortgage Note" means a promissory note evidencing a respective mortgage
loan.

     "Mortgage Rate" means the interest rate for a mortgage loan which provides
for no accrual of interest or for accrual of interest thereon at an interest
rate that is fixed over its term or that adjusts from time to time, or that may
be converted from an adjustable to a fixed mortgage rate, or from a fixed to an
adjustable mortgage rate, from time to time pursuant to an election or as
otherwise specified on the related mortgage note, in each case as described in
the related prospectus supplement.

     "Multifamily Loans" means the loans relating to the Multifamily Properties.

     "Multifamily Properties" means residential properties consisting of five or
more rental or cooperatively-owned dwelling units in high-rise, mid-rise or
garden apartment buildings.

     "NCUA" means the National Credit Union Administration.

     "Net Operating Income" means, for any given period, to the extent set forth
in the related prospectus supplement, the total operating revenues derived from
a mortgaged property during that period, minus the total operating expenses
incurred in respect of the mortgaged property during that period other than:

     o   non-cash items such as depreciation and amortization;

     o   capital expenditures; and

     o   debt service on loans secured by the mortgaged property.

     "Nonrecoverable Advance" means an advance that is not ultimately
recoverable from Related Proceeds or from collections on other assets otherwise
distributable on Subordinate Certificates.

     "Non-SMMEA Certificates" means Certificates not qualifying as "mortgage
related securities" for purposes of SMMEA.

     "OCC" means the Office of the Comptroller of the Currency.

     "OID" means original issue discount.

     "OID Regulations" means the special rules of the Code relating to OID
(currently Code Sections 1271 through 1273 and 1275) and Treasury regulations
issued thereunder.

     "OTS" means the Office of Thrift Supervision.



                                     -115-



     "Participants" means the participating organizations of DTC.

     "Pass-Through Rate" means the fixed, variable or adjustable rate per annum
at which any class of certificates accrues interest.

     "Payment Lag Certificates" means the REMIC Regular Certificates that
provide for payments of interest based on a period that corresponds to the
interval between Distribution Dates but that ends prior to each Distribution
Date.

     "Permitted Investments" means United States government securities and other
investment grade obligations specified in the Pooling Agreement.

     "Plans" means ERISA Plans and other plans subject to applicable federal,
state or local law materially similar to Title I of ERISA or Section 4975 of the
Code.

     "Pooling Agreement" means the Agreement under which certificates of a
series evidencing interests in a trust fund including Whole Loans will be
issued.

     "Pre-Issuance Accrued Interest" means interest that has accrued prior to
the issue date.

     "Prepayment Assumption" means the original yield to maturity of the grantor
trust certificate calculated based on a reasonable assumed prepayment rate for
the mortgage loans underlying the grantor trust certificates.

     "Prepayment Premium" means with respect to any Distribution Date, the
aggregate of all Yield Maintenance Payments, or Percentage Premiums, if any,
received during the related Collection Period in connection with Principal
Prepayments.

     "Prohibited Transactions Tax" means the tax the Code imposes on REMICs
equal to 100% of the net income derived from "prohibited transactions."

     "Purchase Price" means, with respect to any Whole Loan and to the extent
set forth in the related prospectus supplement, the amount that is equal to the
sum of the unpaid principal balance, plus unpaid accrued interest at the
mortgage rate from the date as to which interest was last paid to the due date
in the Due Period in which the relevant purchase is to occur, plus certain
servicing expenses that are reimbursable to the master servicer.

     "Rating Agency" means any of Fitch Ratings, Moody's Investors Service, Inc.
and Standard & Poor's Ratings Services.

     "RCRA" means the Resource Conservation and Recovery Act.

     "Record Date" means the last business day of the month immediately
preceding the month in which the Distribution Date for a class of certificates
occurs.

     "Refinance Loans" means mortgage loans made to refinance existing loans.

     "Related Proceeds" means related recoveries on the mortgage loans,
including amounts received under any form of Credit Support, for which advances
were made.

     "Relief Act" means the Servicemembers Civil Relief Act, as amended.

     "REMIC Certificates" means a certificate issued by a trust fund relating to
a series of certificate where an election is made to treat the trust fund as a
REMIC.

     "REMIC Provisions" means provisions of the federal income tax law relating
to real estate mortgage investment conduits, which appear at Section 860A
through 860G of Subchapter M of Chapter 1 of the Internal Revenue Code of 1986,
as amended from time to time, and related provisions, and regulations (including
any proposed regulations) and rulings promulgated thereunder, as the foregoing
may be in effect from time to time.

     "REMIC Regular Certificates" means REMIC Certificates issued by the trust
fund that qualify as REMIC Certificates and are considered to be regular
interests.



                                     -116-



     "REMIC Regular Certificateholders" means holders of REMIC Regular
Certificates.

     "REMIC Regulations" means the REMIC regulations promulgated by the Treasury
Department.

     "REMIC Residual Certificates" means the sole class of residual interests in
the REMIC.

     "REMIC Residual Certificateholders" means holders of REMIC Regular
Certificates.

     "REO Extension" means the extension of time the IRS grants to sell the
mortgaged property.

     "REO Tax" means a tax on "net income from foreclosure property," within the
meaning of Section 857(b)(4)(B) of the Code.

     "Restricted Group" means the Seller, depositor, any underwriter, any
servicer, the trustee, any insurer of the mortgage loans or MBS, any borrower
whose obligations under one or more mortgage loans constitute more than 5% of
the aggregate unamortized principal balance of the assets in the trust fund, or
any of their respective affiliates.

     "Retained Interest" means an interest in an asset which represents a
specified portion of the interest payable. The Retained Interest will be
deducted from borrower payments as received and will not be part of the related
trust fund.

     "RICO" means the Racketeer Influenced and Corrupt Organizations statute.

     "Senior Certificates" means certificates which are senior to one or more
other classes of certificates in respect of certain distributions on the
certificates.

     "Servicing Standard" means:

         A.    the standard for servicing the servicer must follow as defined by
               the terms of the related Pooling Agreement and any related
               hazard, business interruption, rental interruption or general
               liability insurance policy or instrument of Credit Support
               included in the related trust fund as described in this
               prospectus under "Description of Credit Support" and in the
               prospectus supplement;

         B.    applicable law; and

         C.    the general servicing standard specified in the related
               prospectus supplement or, if no such standard is so specified,
               its normal servicing practices.

     "Similar Law" means any federal, state or local law materially similar to
Title I of ERISA or Section 4975 of the Code.

     "SMMEA" means the Secondary Mortgage Market Enhancement Act of 1984, as
amended.

      "SMMEA Certificates" means "mortgage related securities" for purposes of
SMMEA.

     "Special Servicer" means an entity as named in the prospectus supplement.

     "Stripped ARM Obligations" means OID on grantor trust certificates
attributable to adjustable rate loans

     "Stripped Bond Certificates" means a class of grantor trust certificates
that represents the right to principal and interest, or principal only, on all
or a portion of the mortgage loans or MBS, if a trust fund is created with two
classes of grantor trust certificates.

     "Stripped Coupon Certificates" means a class of grantor trust certificates
that represents the right to some or all of the interest on a portion of the
mortgage loans or MBS, if a trust fund is created with two classes of grantor
trust certificates.

     "Stripped Interest Certificates" means certificates which are entitled to
interest distributions with disproportionately low, nominal or no principal
distributions.




                                     -117-



     "Stripped Principal Certificates" means certificates which are entitled to
principal distributions with disproportionately low, nominal or no interest
distributions.

     "Subordinate Certificates" means certificates which are subordinate to one
or more other classes of certificates in respect of certain distributions on the
certificates.

     "Subservicer" means third-party servicers.

     "Subservicing Agreement" means a sub-servicing agreement between a master
servicer and a Subservicer.

     "Super-Premium Certificates" means certain REMIC Regular Certificates to be
issued at prices significantly exceeding their principal amounts or based on
notional principal balances.

     "Title V" means Title V of the depository Institutions Deregulation and
Monetary Control Act of 1980.

     "Trust Agreement" means the Agreement under certificates of a series
evidencing interests in a trust fund not including Whole Loans will be issued.

     "Trust Fund" means the trust fund created by the Agreement consisting
primarily of:

     o   Mortgage Loans

     o   MBS

     o   direct obligations of the United States, agencies thereof or agencies
         created thereby which are not subject to redemption prior to maturity
         at the option of the issuer and are (a) interest-bearing securities,
         (b) non-interest-bearing securities, (c) originally interest-bearing
         securities from which coupons representing the right to payment of
         interest have been removed, or (d) government securities, or

     o   a combination of mortgage loans, MBS and government securities.

     "Underlying MBS" means any mortgage participations, pass-through
certificates or other asset-backed certificates in which an MBS evidences an
interest or which secure an MBS.

     "Underlying Mortgage Loans" means the mortgage loans that secure, or the
interests in which are evidenced by, MBS.

     "U.S. Person" means a citizen or resident of the United States, a
corporation or a partnership organized in or under the laws of the United States
or any political subdivision thereof (other than a partnership that is not
treated as a U.S. Person under any applicable Treasury regulations), an estate
the income of which from sources outside the United States is included in gross
income for federal income tax purposes regardless of its connection with the
conduct of a trade or business within the United States or a trust if a court
within the United States is able to exercise primary supervision of the
administration of the trust and one or more U.S. Persons have the authority to
control all substantial decisions of the trust. In addition, certain trusts
treated as U.S. Persons before August 20, 1996 may elect to continue to be so
treated to the extent provided in regulations.

     "Value" means,

     (a) with respect to any mortgaged property other than a mortgaged property
securing a Refinance Loan, generally the lesser of

     o   the appraised value determined in an appraisal obtained by the
         originator at origination of that loan, and

     o   the sales price for that property; and



                                     -118-



     (b) with respect to any Refinance Loan, unless otherwise specified in the
related prospectus supplement, the appraised value determined in an appraisal
obtained at the time of origination of the Refinance Loan.

     "Warranting Party" means the person making representations and warranties.

     "Whole Loans" means the mortgage loans that are not Underlying Mortgage
Loans.






















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